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Teixeira Durate

Quarterly Report Sep 19, 2014

1919_ir_2014-09-19_be1482c1-9f7f-4e09-8863-4a0ede43870c.pdf

Quarterly Report

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Relatório e Contas 1º Semestre 2013 Report and Accounts 1st Semester 2014

    1. Company Identification
    1. Key Indicators
    1. Teixeira Duarte Group 1 st Semester 2014
    1. Interim Management Report
  • I. Introduction
  • II. Overall Appraisal of the Activity
  • III. Facts Which Occurred After the End of the 1st Semester 2014
  • IV. Outlook for 2014
  • V. Notes to the Interim Management Report
    1. Consolidated Financial Statements
  • I. Consolidated Statement of Financial Position
  • II. Consolidated Income Statement for the Period
  • III. Consolidated Statement of Other Comprehensive Income
  • IV. Consolidated Statement of Changes in Equity
  • V. Consolidated Cash Flow Statement
  • VI. Notes to the Consolidated Financial Statements

Teixeira Duarte, S.A.

LISTED COMPANY

Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share Capital: € 210,000,000 Single Legal Person and Registration number 509234526 at Cascais Commercial Register (Oeiras)

KEY INDICATORS

st Sem. 1
1
2010
st Sem. 1
2011
st Sem. 1
2012
st Sem. 1
2013
st Sem. Variation
2014 2014/2013 %
Average number of workers 12,901 11,797 10,535 11,679 13,173 12.8%
Turnover 667 611 588 735 759 3.3%
Operating Income 694 628 608 753 766 1.8%
EBITDA 72 77 86 103 111 7.6%
EBITDA / Turnover Margin 10.8% 12.5% 14.6% 14.1% 14.7% 4.2%
EBIT 35 46 58 73 104 41.1%
Tangible fixed assets + Investment properties 1,033 1,039 1,041 1,043 1,096 5.1%
Investments in associates and joint ventures + Financial assets available for sale + Other investments 329 229 139 116 147 26.3%
Net debt 1,105 1,148 929 1,209 1,294 7.0%
Total Equity 596 465 321 308 430 39.7%
Net Income Attributable to Shareholders 52 (58) (4) 9 43 375.7%

Notes:

The book values are expressed in million Euro.

The figures in the "Variation 2014/2013 %" column were calculated based on amounts that were not rounded off. Total Equity includes non-controlling interests.

Portugal

Interim Management Report

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 six months of 2014, of which the financial statements attached herewith are also an integral part.

In compliance with and under the regulations on the presentation of periodic information, it is hereby clarified that the elements disclosed herein refer only to the consolidated aspect and that the consolidated financial statements as at 30 June 2014 were prepared using accounting policies consistent with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, effective for periods beginning on 1 January 2014 and in conformity with IAS 34 - Interim Financial Reporting.

On this issue, it should be noted that, pursuant to the applicable standards, the Group adopted "IFRS 11 - Joint Arrangements" for the first time, under the terms and with the scope further detailed in Notes 1 and 3 of the Notes to the Financial Statements. This fact implied that, for purposes of comparability, the indicators of the Consolidated Statements as at 30 June and 31 December 2013 presented herein were restated based on this new standard.

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 42.5 million;
  • Turnover stood at EUR 758.8 million;
  • Foreign Market represents 84.6% of Turnover;
  • EBITDA reached EUR 111.2 million;
  • EBITDA / Turnover Margin stood at 14.7%;
  • Net Debt of EUR 1,294 million;
  • Net Assets of the Group of EUR 2,888 million;
  • Financial Autonomy of 14.9%;
  • Order Book of the Teixeira Duarte Group for the construction sector stood at EUR 2,235 million.

II - OVERALL APPRAISAL OF THE ACTIVITY

Income Statement

for the periods ended on 30 June 2014 and 2013 "Restated"

st S 14
1
st S 13
1
"Restated"
Var (%) nd Q 14
2
nd Q 13
2
"Restated"
Var (%)
Operating income 766,109 752,889 1.8% 405,720 398,978 1.7%
Operating costs (654,936) (649,549) 0.8% (365,184) (349,503) 4.5%
EBITDA 111,173 103,340 7.6% 40,536 49,475 (18.1%)
Amortisation and depreciation (34,132) (29,036) 17.6% (18,173) (14,760) 23.1%
Provisions and impairment losses 26,612 (863) - 27,545 431 6291.0%
EBIT 103,653 73,441 41.1% 49,908 35,146 42.0%
Financial results (55,002) (53,994) 1.9% (29,292) (29,470) (0.6%)
Earnings before tax 48,651 19,447 150.2% 20,616 5,676 263.2%
Income tax (7,509) (10,743) (30.1%) 6,770 (3,762) -
Net income 41,142 8,704 372.7% 27,386 1,914 1330.8%
Attributable to:
Shareholders 42,509 8,937 375.7% 26,561 1,764 1405.7%
Non-controlling interests (1,367) (233) 486.7% 825 150 450.0%
(Values in thousand EUR)

The Net Income Attributable to Shareholders was positive by EUR 42,509 thousand.

It is important to highlight that, in addition to the improved performance of the Group's companies compared with the same semester of the previous year, other factors also influenced the net income for the periods ended 30 June 2014 and 2013:

st S 14
1
st S 13
1
"Restated"
Var (%) nd Q 14
2
nd Q 13
2
"Restated"
Var (%)
Currency conversion differences (a) (1,279) (12,886) (90.1%) (1,021) (7,191) (85.8%)
Impairment loss in the affiliated company "Colt Resources". (1,250) - - (1,250) - -
Capital gain on acquisition of "TEGAVEN - Teixeira Duarte y Asociados, C.A." 29,331 - - 29,331 - -
26,802 (12,886) - 27,060 (7,191) -

(Values in thousand EUR)

(a) - Includes the impact of the foreign exchange differences appropriated by the equity method of the participated company "Limited Liability Company Cement" which came to negative EUR 5,637 thousand in the semester ended 30 June 2014 and negative EUR 703 thousand in the second semester of 2014.

Turnover recorded an overall increase of 3.3% relative to the same period of 2013, having reached EUR 758,767 thousand.

Portugal registered a decline of 25.4% and other markets, which already represented 78.7% of this indicator in June 2013, increased by a total of 11%, to account for 84.6% of the total Turnover of the Teixeira Duarte Group.

Evolution of Turnover by Market

(Values in thousand EUR)

The tables below present the Turnover by country and activity sector, reflecting the significant exposure of the Group to different economic contexts.

1 st S 14 1 st S 13 "Restated" 2 nd Q 14 2 nd Q 13 "Restated"
Country Value Contribution Value Contribution Var Value Contribution Value Contribution Var
Portugal 116,653 15.4% 156,401 21.3% (25.4%) 60,858 15.1% 83,094 21.2% (26.8%)
Angola 333,208 43.9% 371,277 50.5% (10.3%) 173,115 43.0% 189,759 48.3% (8.8%)
Algeria 29,105 3.8% 26,547 3.6% 9.6% 11,818 2.9% 13,063 3.3% (9.5%)
Brazil 75,702 10.0% 35,301 4.8% 114.4% 42,630 10.6% 16,968 4.3% 151.2%
Spain 14,942 2.0% 12,135 1.7% 23.1% 7,910 2.0% 5,685 1.4% 39.1%
Mozambique 29,095 3.8% 28,599 3.9% 1.7% 18,617 4.6% 16,411 4.2% 13.4%
Venezuela 157,767 20.8% 101,159 13.8% 56.0% 86,045 21.4% 66,600 17.0% 29.2%
Other 2,295 0.3% 3,462 0.5% (33.7%) 1,255 0.3% 991 0.3% 26.6%
758,767 100.0% 734,881 100.0% 3.3% 402,248 100.0% 392,571 100.0% 2.5%

Turnover by Country

(Values in thousand EUR)

An analysis of turnover is presented below, taking into account its evolution by activity sector, with emphasis on the fact that the adoption of "IFRS 11 - Joint Arrangements" explained above only influenced the first semester of 2013 in the Construction, Concessions and Services, and Real Estate sectors:

Turnover by Activity
Activity Sector 1st S 14 Contribution 1st S 13
"Restated"
Contribution Var 2nd Q 14 Contribution 2nd Q 13
"Restated"
Contribution Var
Construction 378,296 49.9% 351,172 47.8% 7.7% 202,866 50.4% 190,391 48.5% 6.6%
Concessions and Services 41,285 5.4% 34,803 4.7% 18.6% 23,383 5.8% 18,609 4.7% 25.7%
Real estate 47,167 6.2% 39,512 5.4% 19.4% 24,823 6.2% 17,868 4.6% 38.9%
Hotel services 32,298 4.3% 38,912 5.3% (17.0%) 17,060 4.2% 20,659 5.3% (17.4%)
Distribution 98,053 12.9% 98,114 13.4% (0.1%) 51,112 12.7% 48,548 12.4% 5.3%
Energy 35,022 4.6% 59,477 8.1% (41.1%) 18,570 4.6% 30,665 7.8% (39.4%)
Automotive 126,646 16.7% 112,891 15.4% 12.2% 64,434 16.0% 65,831 16.8% (2.1%)
758,767 100.0% 734,881 100.0% 3.3% 402,248 100.0% 392,571 100.0% 2.5%

(Values in thousand EUR)

Some brief notes relative to each one of these sectors are set out below:

Construction Turnover grew by 7.7% in comparison to the same period of 2013, with the increased activity in Algeria, Brazil, Mozambique and Venezuela having offset the declines recorded in Portugal and Angola.

The values in Portugal fell by 31.4%, due to the widespread retraction, and in Angola by 41% primarily as a result of the fact that one of the major works underway in this country during the first semester of 2013 is currently at a stage of completion.

Brazil and Venezuela showed very significant growth, with the first having increased from EUR 18,426 thousand to EUR 52,906 thousand and, the second, from EUR 101,159 thousand to EUR 157,767 thousand.

The growth registered in Argelia of 9.6% and in Mozambique of 2.3% are also noteworthy.

Consequently, as at 30 June 2014, the external market represented 89.1% of the Construction turnover.

Turnover of Concessions and Services

Turnover of Real Estate

Turnover of Hotel Services

In Concessions and Services, Turnover grew by 18.6% in relation to the first semester of 2013, with good performance in all the markets in which the Group operates, especially in Portugal, where the attraction of new customers, essentially by the participated company TDGI, S.A., enabled an increase of 27.9% relative to June 2013.

Real Estate business, as a whole, grew by 19.4% in relation to June 2013.

In Portugal a growth of 3,7% was recorded relative to the first semester of 2013.

A significant growth of 54.4% and 32.2% was recorded in Angola and Brasil respectively, in comparison to the same period of 2013. Excluding currency devaluation, growth would have been 61.4% and 54.7% respectively.

The Turnover of Hotel Services fell by 17% relative to the first semester of 2013, essentially penalised by the variations which occurred in Angola, where the impact of the closure for remodelling works of "Hotel Trópico", in Luanda, was such that the improvement recorded in the other two hotels of the Group in the city was insufficient to offset it.

In Portugal a growth of 29,2% was recorded relative to June 2013 and Mozambique achieved a similar amount of the same period of 2013.

Turnover of Distribution

Distribution recorded similar amounts to those of the first semester of the 2013.

Not considering exchange rate effect, the activity recorded a growth of 6.1% in comparison to the same period of 2013.

Turnover of Energy

Turnover of the Automotive Sector

(Values in thousand EUR)

In Energy, the Group's Turnover fell by 41.1% in comparison to the same period of 2013, essentially as a result of the strong reduction of sales in large outlets.

The Automotive sector increased its Turnover by 12.2% in relation to the semester ended on 30 June 2013.

Not considering exchange rate effect, the activity grew by 17.3% in comparison to the same period of 2013.

Operating income increased by 1.8% relative to the same period of the previous year, reaching the value of EUR 766,109 thousand.

Evolution of Operating Income

The table below confirms the good performance not only of the Concessions and Services, Real Estate and Automotive sectors, but also in Construction which, in spite of Portugal having declined by 33.1%, in general, increased by 6.7% relative to the first six months of 2013.

Internal Market External Market Total
Activity Sector st S 14
1
st S 13
1
"Restated"
Var (%) st S 14
1
st S 13
1
"Restated"
Var (%) st S 14
1
st S 13
1
"Restated"
Var (%)
Construction 42,456 63,455 (33.1%) 338,754 293,968 15.2% 381,210 357,423 6.7%
Concessions and Services 13,025 10,105 28.9% 29,579 25,819 14.6% 42,604 35,924 18.6%
Real estate 19,816 19,205 3.2% 27,709 22,089 25.4% 47,525 41,294 15.1%
Hotel services 7,424 5,820 27.6% 25,028 33,464 (25.2%) 32,452 39,284 (17.4%)
Distribution 544 2,093 (74.0%) 98,838 99,866 (1.0%) 99,382 101,959 (2.5%)
Energy 35,437 62,918 (43.7%) 41 11 272.7% 35,478 62,929 (43.6%)
Automotive - - - 127,458 114,076 11.7% 127,458 114,076 11.7%
Total 118,702 163,596 (27.4%) 647,407 589,293 9.9% 766,109 752,889 1.8%

Operating Income by activity and geographic market:

(Values in thousand EUR)

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 30 June 2014 was as follows:

EBITDA increased by 7.6% relative to June 2013, to stand at EUR 111,173 thousand.

Evolution of EBITDA

(Values in thousand EUR)

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 st S 14
1
st S 13
1
"Restated"
Var (%) nd Q 14
2
nd Q 13
2
"Restated"
Var (%)
Construction 51,591 39,599 30.3% 5,376 18,577 (71.1%)
Concessions and Services 6,468 8,644 (25.2%) 4,962 3,941 25.9%
Real estate 20,876 11,520 81.2% 9,739 6,051 60.9%
Hotel services 8,251 13,782 (40.1%) 5,042 6,615 (23.8%)
Distribution 4,194 13,109 (68.0%) 4,884 5,967 (18.1%)
Energy 1,563 2,147 (27.2%) 928 1,340 (30.7%)
Automotive 25,438 22,218 14.5% 12,823 11,049 16.1%
Not allocated to segments (7,181) (7,701) (6.8%) (3,225) (4,065) (20.7%)
Elimination (27) 22 (222.7%) 7 - -
111,173 103,340 7.6% 40,536 49,475 (18.1%)

Evolution of EBITDA by Activity Sector

(Values in thousand EUR)

The EBITDA / Turnover Margin increased by 4.2% year-on-year, from 14.1% as at June 2013 to 14.7% as at June 2014.

Evolution of the EBITDA / Turnover Margin

The financial results were negative by EUR 55,002 thousand for the semester ended on 30 June 2014.

1 st S 14 1 st S 13
"Restated"
Var (%) $2nd$ T 14 $2nd$ T 13
"Restated"
Var (%)
Financial costs and losses: (84, 850) (83, 805) 1.2% (31, 672) (41, 237) (23.2%)
Interest paid (47, 185) (39, 889) 18.3% (24, 438) (21,002) 16.4%
Unfavourable currency conversion differences (24, 638) (30, 669) (19.7%) 10 (13, 203)
Other financial costs and losses (13,027) (13, 247) (1.7%) (7, 244) (7,032) 3.0%
Financial income and gains: 36,272 28,791 26.0% 3,286 11,873 (72.3%)
Interest received 5,893 8,672 (32.0%) 2,987 4,528 (34.0%)
Favourable currency conversion differences 28,996 17,783 63.1% (328) 6,012
Cash discounts received 190 301 $(36.9\%)$ 108 172 (37.2%)
Other financial income and gains 1,193 2,035 $(41.4\%)$ 519 1,161 (55.3%)
Earnings from investment activities: (6, 424) 1,020 (906) (106) 754.7%
Earnings from associates and joint ventures (6,956) (929) 648.8% (1,056) (603) 75.1%
Dividends 565 1,158 (51.2%) 428 12 3466.7%
Other investments (1, 329) 316 (1,574) 10
Gains / losses in the measurement of assets available for sale 1,296 475 172.8% 1,296 475 172.8%
Financial results (55,002) (53,994) 1.9% (29, 292) (29, 470) (0.6% )

(Values in thousand EUR)

This indicator worsened by 1.9% relative to the first semester of the previous year, with emphasis on the following variations:

  • Increase of EUR 7,296 thousand in interest paid;
  • Variation of earnings from associates and joint ventures, which in June 2013 had been negative by EUR 929 thousand and which, in June 2014, were negative by EUR 6,956 thousand, mainly due to the negative impact of the foreign exchange differences of the participated company "Limited Liability Company Cement" of the value of EUR 5,637 thousand.
  • Impairment loss of EUR 1,656 thousand from the holding in "Colt Resources";
  • Variation of the effect of exchange rate differences, which had been negative by EUR 12,886 thousand as at 30 June 2013 and were positive by EUR 4,358 thousand in the first six months of 2014, excluding the exchange rate differences appropriated by the equity method.

Income Tax for the period ended on 30 June 2014 reached the value of EUR 7,509 thousand, while at the end of the same period of the previous year it had stood at EUR 10,743 thousand.

st S 14
1
st S 13
1
"Restated"
Var (%) nd Q 14
2
nd Q 13
2
"Restated"
Var (%)
Current tax (22,897) (24,004) (4.6%) (269) (8,374) (96.8%)
Deferred tax 15,388 13,261 16.0% 7,039 4,612 52.6%
(7,509) (10,743) (30.1%) 6,770 (3,762) -

(Values in thousand EUR)

Total Net Assets grew by 3.9% in relation to 31 December 2013 ("Restated"), having reached EUR 2,887,683 thousand.

Evolution of Net Assets

(Values in thousand EUR)

Net Debt reached EUR 1,294,313 thousand as at 30 June 2014, reflecting an increase of 10% in relation to the end of the previous year.

Evolution of Net Debt

(Values in thousand EUR)

In the analysis of the evolution of this indicator, it is important to take into consideration the investments made in facilities and equipment, which in the period reached EUR 70.7 million, as well as the increase in net customers of the value of EUR 42.8 million.

In this respect, we should note that in the first two weeks of August 2014, the Group received, as planned, credits relative to the work "Prolongación de la Avenida Boyacá (cota mil) hasta el distribuidor Macayapa y Viaducto Tacagua" of the value of VEF 1,624 million, equivalent in our accounts to EUR 110.3 million.

The Equity Attributable to Shareholders increased by EUR 71,580 thousand, from EUR 325,407 thousand to EUR 396,987 thousand , corresponding to a growth of 22% in relation to 31 December 2013.

Total Equity grew by 19.3% to stand at EUR 430,173 thousand, influenced essentially by the following factors:

  • Positive net income of EUR 41,142 thousand;
  • Positive currency conversion effect of EUR 25,104 thousand, recorded as a result of the appreciation of the Currencies with which the Group operates in relation to the Euro;
  • Positive variation in the fair value of the financial assets available for sale, net of deferred tax, of the value of EUR 7,578 thousand;
  • Negative hedge operation effect of EUR 2,433 thousand, as a result of the variation of the fair value of the financial instrument (interest rate swap) contracted in 2008 under the Concession of the Management of the Cascais Hospital Building;
  • Distribution of dividends of EUR 6,300 thousand.

Financial Autonomy improved from 13% as at 31 December 2013 to 14.9% as at 30 June 2014.

The Average Number of Workers at the end of the semester ended on 30 June 2014 was 13,173, reflecting an increase of 9.7% compared with 31 December 2013.

Evolution of the Average Number of Employees

"Teixeira Duarte, S.A." shares appreciated from EUR 0.89 as at 31 December 2013 to EUR 1.011 as at 30 June 2014.

The graph below shows the evolution of the stock market prices of the shares during the first six months of the year, which varied during this period between a minimum of EUR 0.87 and a maximum of EUR 1.44.

Teixeira Duarte, S.A. Share Prices

During this period, 41,498,344 shares were traded on the stock market, with a total turnover of EUR 45,560,866.

III. FACTS WHICH OCCURRED AFTER THE END OF THE 1ST SEMESTER 2014

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with emphasis on the following relevant fact which occurred after the closing of the first semester of 2014, which was disclosed in due time to the market:

On 29 July 2014, the companies which are wholly-owned, directly and indirectly, by "Teixeira Duarte, S.A.", "TEIXEIRA DUARTE - Engenharia e Construções, S.A." and "E.P.O.S. - Empresa Portuguesa de Obras Subterrâneas, S.A.", in consortium, were notified of the award by "EP - Estradas de Portugal, S. A." of the contract work, under a design/construction scheme, of "IP4 (A4) - TÚNEL DO MARÃO", whose price is EUR 88,099,873.47, and the deadline for conclusion of the work is 518 days.

IV. OUTLOOK FOR 2014

For 2014, growth of the company's activity is expected in various countries of importance in the Group's foreign market operations, namely in Venezuela.

The Teixeira Duarte Group's Order Book for the construction sector thus reached the impressive total value of EUR 2,235,452 thousand as at 30 June 2014, corresponding to an increase of 9.6% relative to 31 December 2013.

Therefore, and notwithstanding any new contracts that may arise, the Group has assured adequate 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 470,365 thousand for the second semester of 2014 and EUR 713,625 thousand for 2015, distributed as follows by the markets of operation of the Teixeira Duarte Group:

Jul - Dec 2014 Contribution
(%)
2015 Contribution
(%)
Portugal 45,149 9.6% 26,992 3.8%
Angola 89,784 19.1% 187,761 26.3%
Algeria 85,110 18.1% 181,232 25.4%
Brazil 60,884 12.9% 81,153 11.4%
Mozambique 54,374 11.6% 108,140 15.2%
Venezuela 126,794 27.0% 124,870 17.5%
Other 8,270 1.8% 3,477 0.5%
470,365 100.0% 713,625 100.0%

(Values in thousand EUR)

In view of the above and on this basis, Teixeira Duarte maintains the forecast of achieving consolidated operating income of EUR 1,600 million for 2014.

V. NOTES TO THE INTERIM MANAGEMENT REPORT

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

In compliance with the duties of information to which the Company is bound under various regulations in force, Teixeira Duarte, S.A. presents, below, the list of shares issued by the Company and by companies with which it is in a controlling or group relationship, held by members of the governing bodies, as well as all the acquisitions, encumbrances or transfers during the first semester of 2014, specifying the amount, date of the fact and consideration paid or received:

I - Number of shares owned by Members of the Governing Bodies as at 31 December 2013:

Name Capacity Number of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 1,212,550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575
Joel Vaz Viana de Lemos Director 433,862
Carlos Gomes Baptista Director 62,671
Diogo Bebiano de Sá Viana Rebelo Director 31,160
Jorge Ricardo de Figueiredo Catarino Director 180,000
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10,000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting -
José Pedro Poiares Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Correia & Associados, SROC Statutory Auditor -
  • (a) 1,170,550 shares owned by the company, controlled by the Group, PACIM Sociedade Gestora de Participações Sociais, S.A..
  • (b) Shares owned under a regime of joint ownership with his wife.

II. Transactions with shares held, directly and indirectly, by Members of the Governing Bodies during the period between 1 January and 30 June 2014:

It is disclosed, for all due purposes, that there were no transactions with shares held, directly and indirectly, by Members of the Governing Bodies during the period between 1 January and 30 June 2014.

III - Number of shares held by Members of the Governing Bodies as at 30 June 2014:

Name Capacity Number of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 1,212,550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575
Joel Vaz Viana de Lemos Director 433,862
Carlos Gomes Baptista Director 62,671
Diogo Bebiano de Sá Viana Rebelo Director 31,160
Jorge Ricardo de Figueiredo Catarino Director 180,000
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10,000
Rogério Paulo Castanho Alves Chairman of the Board of the General -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General -
José Pedro Poiares Cobra Ferreira Secretary of the Board of the General -
Mariquito, Correia & Associados, SROC Statutory Auditor -

TEIXEIRA DUARTE, S.A. presents, below and under the terms of no. 4 of article 448 of the Commercial Companies Code, the list of shareholders who, as at 30 June 2014 and according to the records of the Company and information received, own at least one tenth of the share capital.

Company Nr. of shares as at 30.06.2014 Share Capital (%)
TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. 197,950,000 47.13%
MIDINVEST, S.G.P.S., Sociedade Unipessoal Lda. 42,593,620 10.14%

LIST OF OWNERS OF QUALIFYING HOLDINGS AS AT 30 JUNE 2014

In compliance with the applicable legal and regulatory provisions, based on the Company's records and the information which has been received, TEIXEIRA DUARTE, S.A. herein discloses the list of owners of qualifying holdings in its share capital as at 30 June 2014, indicating the number of shares owned and corresponding percentage voting rights, calculated under the terms of article 20 of the Securities Market Code.

    1. TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM - with which it disagrees in relation to the matter presented in subparagraph d) below -, a qualifying holding in the share capital and voting rights of the company TEIXEIRA DUARTE, S.A. of 221,773,606 (two hundred and twenty-seven million eight hundred and twelve thousand and thirty-four) shares, corresponding to 52.80% of the share capital and respective voting rights, as a result of:
  • a) 197,950,000 shares held directly by it, corresponding to 47.13% of the share capital and voting rights;
  • b) 4,851,572 shares held by its participated company NGDI Gestão e Investimento Imobiliário, S.A., corresponding to 1.16% of the share capital and voting rights;
  • c) 9,552,400 shares owned by members of the Board of Directors of TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A., corresponding to 2.27% of the share capital and voting rights (none of whom, individually, reach any qualifying holding);
  • d) 9,419,634 shares owned by members of the Board of Directors of NGDI Gestão e Investimento Imobiliário, S.A. who are not members of the Board of Directors of the company indicated in subparagraph c) above, corresponding to 2.24% of the share capital and voting rights (none of whom, individually, reach any qualifying holding), with this imputation having been made in conformity with the interpretation of the CMVM, where there is disagreement.
    1. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 42,726,620 shares, corresponding to 10.173% of the share capital and voting rights, as a result of:
  • a) 133,000 shares held directly by him, corresponding to 0.03% of the share capital and voting rights;
  • b) 42,593,620 shares held by the company controlled indirectly by him MIDINVEST, S.G.P.S., Sociedade Unipessoal, Lda., corresponding to 10.14% of the share capital and voting rights.
    1. Banco Comercial Português, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM, the qualifying holding of 42,000,216 shares, corresponding to 10.0001% of the share capital and voting rights, as a result of:
  • a) 500 shares held by Banco Comercial Português, S.A., corresponding to 0.0001% of the share capital and voting rights;
  • b) 41,999,716 shares owned by the Pensions Fund of the Banco Comercial Português Group corresponding to 9.9999% of the share capital and voting rights*.

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

_____________________________________________________________________________________

STATEMENT OF CONFORMITY

(under the terms of subparagraph c) of no. 1 of article 246 of the Securities Market Code)

To the best of the signatories' knowledge, the information disclosed in the present report and respective financial statements was prepared in conformity with the applicable accounting standards, presenting a true and appropriate image of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE, S.A. and the companies included in its consolidation perimeter. Likewise, the interim management report faithfully discloses information on the important events which occurred in the first six months of 2014 and the impact on the respective financial statements, as well as a description of the main risks and uncertainties for the following six months.

Lagoas Park, 29 August 2014

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 Financial Statements - 1st Semester 2014

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 JUNE 2014, 31 DECEMBER 2013 AND 1 JANUARY 2013 (Values expressed in thousands of Euro)

Notes 30/06/2014 31-12-2013
"Restated"
01-01-2013
"Restated"
Non-current assets:
Goodwill 30,116 29,706 29,715
Intangible assets 24,057 34,563 31,281
Tangible fixed assets 13 621,229 571,234 529,738
Investment properties 14 475,078 479,965 498,236
Investments in associates and joint ventures 7 and 15 36,444 36,461 51,858
Financial assets available for sale 7 and 16 90,493 84,613 48,597
Other investments 18,305 15,537 14,546
Deferred tax assets 17 204,565 188,514 111,912
Customers 49,322 53,224 58,091
Other receivables 86 97 79
Other non-current assets 2,135 1,561 1,716
Total non-current assets 1,551,830 1,495,475 1,375,769
Current assets:
Inventories 320,266 289,894 313,575
Customers 497,037 492,135 476,724
Other receivables 83,546 69,315 65,099
Cash and cash equivalents 19 185,026 186,441 241,961
Other investments 1,714 62 10,888
Other current assets 248,264 245,921 279,698
Total current assets 1,335,853 1,283,768 1,387,945
TOTAL ASSETS 7 2,887,683 2,779,243 2,763,714
Equity:
Equity 20 210,000 210,000 210,000
Adjustment of holdings in associates and joint ventures 4,043 1,669 1,607
Currency conversion adjustments (12,361) (37,085) (3,671)
Reserves and retained earnings 152,796 86,849 20,066
Consolidated net income 42,509 63,974 24,003
Equity attributable to shareholders 396,987 325,407 252,005
Non-controlling interests 33,186 35,321 73,863
TOTAL EQUITY 430,173 360,728 325,868
Non-current liabilities:
Loans 22 694,264 680,980 401,060
Provisions 76,165 72,934 36,148
Financial leases 176,316 184,062 199,580
Deferred tax liabilities 17 53,264 52,693 57,979
Other payables 8,268 9,833 15,110
Other non-current liabilities 62,776 83,906 177,793
Total non-current liabilities 1,071,053 1,084,408 887,670
Current liabilities:
Loans 22 785,075 681,626 834,905
Suppliers 184,392 167,002 186,737
Financial leases 20,834 21,634 22,015
Other payables 32,505 83,927 20,260
Other current liabilities 363,651 379,918 486,259
Total current liabilities 1,386,457 1,334,107 1,550,176
TOTAL LIABILITIES 7 2,457,510 2,418,515 2,437,846
TOTAL LIABILITIES AND EQUITY 2,887,683 2,779,243 2,763,714

The notes are an integral part of the consolidated statement of financial position as at 30 June 2014.

CONSOLIDATED INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2014 AND 2013 (Values expressed in thousands of Euro)

Notes st Sem. 14
1
st Sem. 13
1
"Restated"
nd Q 14
2
nd Q 13
2
"Restated"
Operating income:
Sales and services rendered 7 and 8 758.767 734.881 402.248 392.571
Other operating income 8 7.342 18.008 3.472 6.407
Total operating income 8 766.109 752.889 405.720 398.978
Operating costs:
Cost of sales (269.306) (262.601) (138.794) (152.258)
Change in production (1.134) (2.443) (497) (1.349)
External supplies and services (219.454) (216.955) (135.864) (107.978)
Staff costs (136.404) (129.628) (73.455) (67.559)
Amortisation and depreciation 7 (34.132) (29.036) (18.173) (14.760)
Provisions and impairment losses in depreciable and amortisable assets and Goodwill 7 26.612 (863) 27.545 431
Other operating costs (28.638) (37.922) (16.574) (20.359)
Total operating costs (662.456) (679.448) (355.812) (363.832)
Net operating income 7 103.653 73.441 49.908 35.146
Financial costs and losses 7 and 9 (84.850) (83.805) (31.672) (41.237)
Financial income and gains 7 and 9 36.272 28.791 3.286 11.873
Earnings from investment activities:
Earnings from associates and joint ventures 7 and 9 (6.956) (929) (1.056) (603)
Other 7 and 9 532 1.949 150 497
Financial results (55.002) (53.994) (29.292) (29.470)
Earnings before tax 7 48.651 19.447 20.616 5.676
Income tax 10 (7.509) (10.743) 6.770 (3.762)
Consolidated net income for the period 41.142 8.704 27.386 1.914
Net income attributable to:
Shareholders 11 42.509 8.937 26.561 1.764
Non-controlling interests (1.367) (233) 825 150
Earnings per share:
Basic (euros) 11 0,10 0,02 0,06 0,00
Diluted (euros) 11 0,10 0,02 0,06 0,00

The notes are an integral part of the consolidated income statement for the period ended on 30 June 2014.

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE PERIODS ENDED ON 30 JUNE 2014 AND 2013 (Values expressed in thousands of Euro)

Notes st Sem. 14
1
st Sem. 13
1
"Restated"
nd Q 14
2
nd Q 13
2
"Restated"
Consolidated net income for the period 41,142 8,704 27,386 1,914
Income and costs that will not be subsequently reclassified to net income
Other changes in equity 1,980 (15,492) 5,028 (13,192)
1,980 (15,492) 5,028 (13,192)
Income and costs that may be subsequently reclassified to net income
Fair value of financial assets available for sale 16 7,578 6,060 (8,303) (545)
Currency conversion adjustments 25,104 (13,290) 2,828 (32,882)
Adjustment of holdings in associates and joint ventures 15 2,374 348 (297) 424
Hedge financial instruments (2,433) 1,982 (1,232) 1,423
32,623 (4,900) (7,004) (31,580)
Net income recognised directly in equity 34,603 (20,392) (1,976) (44,772)
Comprehensive income for the period 75,745 (11,688) 25,410 (42,858)
Comprehensive income attributable to:
Shareholders 77,880 21,225 23,759 (10,977)
Non-controlling interests (2,135) (32,913) 1,651 (31,881)

The notes are an integral part of the consolidated comprehensive income statement for the period ended on 30 June 2014.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SEMESTERS ENDED ON 30 JUNE 2014 AND 2013 (Values expressed in thousands of Euro)

(Values expressed in thousands of Euro)
Reserves and retained earnings
Notes Equity Adjustment of holdings
in associates and joint
ventures
Currency
conversion
adjustments
Legal reserve Free reserves Fair value
reserve
Hedge operation
reserve
Retained
earnings
Consolidated net
income
Total equity
attributable to
shareholders
Non-controlling
interests
Total
Balance as at 1 January 2013 "Restated" 2
0
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 period:
Consolidated net income for the period
Variation in currency conversion adjustments
Variation in fair value and disposal of financial assets
-
-
-
-
-
(11,656)
-
-
-
-
-
-
-
-
-
-
8,937
-
8,937
(11,656)
(233)
(1,634)
8,704
(13,290)
available for sale
Effect of hedge operations
Effect of the application of the equity method
Other
1
6
1
5
-
-
-
-
-
-
348
-
-
-
-
-
-
-
-
-
-
-
-
-
6,060
-
-
-
-
1,982
-
-
-
-
-
15,554
-
-
-
-
6,060
1,982
348
15,554
-
-
-
(31,046)
6,060
1,982
348
(15,492)
Transactions with shareholders in the period:
Appropriation of the consolidated net income for 2012:
Transfer to retained earnings
Dividends distributed
-
-
-
-
-
-
4,500
-
9,678
-
-
-
-
-
3,525
-
(17,703)
(6,300)
-
(6,300)
-
-
-
(6,300)
Balance as at 30 June 2013 210,000 1,955 (15,327) 10,000 75,378 7,055 (9,029) (22,039) 8,937 266,930 40,950 307,880
Reserves and retained earnings
Notes Equity Adjustment of holdings
in associates and joint
ventures
Currency
conversion
adjustments
Legal reserve Free reserves Fair value
reserve
Hedge operation
reserve
Retained
earnings
Consolidated net
income
Total equity
attributable to
shareholders
Non-controlling
interests
Total
Balance as at 1 January 2014 "Restated" 2
0
210,000 1,669 (37,085) 10,000 75,378 34,074 (8,305) (24,298) 63,974 325,407 35,321 360,728
Comprehensive income for the period:
Consolidated net income for the period
Variation in currency conversion adjustments
Variation in fair value and disposal of financial assets
-
-
-
-
-
24,724
-
-
-
-
-
-
-
-
-
-
42,509
-
42,509
24,724
(1,367)
380
41,142
25,104
available for sale
Effect of hedge operations
Effect of the application of the equity method
Other
1
6
1
5
-
-
-
-
-
-
2,374
-
-
-
-
-
-
-
-
-
-
-
-
-
7,578
-
-
-
-
(2,433)
-
-
-
-
-
3,128
-
-
-
-
7,578
(2,433)
2,374
3,128
-
-
-
(1,148)
7,578
(2,433)
2,374
1,980
Transactions with shareholders in the period:
Appropriation of the consolidated net income for 2013:
Transfer to retained earnings
Dividends distributed
-
-
-
-
-
-
11,000
-
46,674
-
-
-
-
-
-
-
(57,674)
(6,300)
-
(6,300)
-
-
-
(6,300)
Balance as at 30 June 2014 210,000 4,043 (12,361) 21,000 122,052 41,652 (10,738) (21,170) 42,509 396,987 33,186 430,173

The notes are an integral part of the consolidated statement of changes in equity for the year ended on 30 June 2014.

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2014 AND 2013 (Values expressed in thousands of Euro)

Notes st Sem. 14
1
st Sem. 13
1
"Restated"
nd Q 14
2
nd Q 13
2
"Restated"
OPERATING ACTIVITIES:
Revenue from customers 687,916 614,278 346,282 351,634
Payments to suppliers (480,171) (528,399) (269,113) (280,185)
Payments to staff (135,935) (126,624) (76,284) (68,789)
Cash flow generated by operations 71,810 (40,745) 885 2,660
Income tax payment/revenue (25,733) (24,473) (17,719) (19,422)
Other revenue/payments relative to operating activity (40,528) (28,122) (31,984) (13,392)
Cash flow from operating activities (1) 5,549 (93,340) (48,818) (30,154)
INVESTMENT ACTIVITIES:
Revenue derived from:
Financial investments 19 18,421 27,238 7,767 18,554
Tangible fixed assets and investment properties 2,282 2,542 1,827 1,561
Interest and similar income 5,838 7,336 1,749 2,929
Dividends 19 565 1,324 428 178
27,106 38,440 11,771 23,222
Payments relative to:
Financial investments 19 (20,972) (36,266) (5,369) (30,312)
Tangible fixed assets and investment properties (69,433) (55,349) (28,098) (37,930)
Intangible assets (6,107) (803) (5,961) (515)
(96,512) (92,418) (39,428) (68,757)
Cash flow from investment activities (2) (69,406) (53,978) (27,657) (45,535)
FINANCING ACTIVITIES:
Revenue derived from:
Loans raised 862,646 1,677,239 390,262 832,304
Payments relative to:
Loans raised (745,913) (1,550,562) (277,220) (760,952)
Interest and similar costs (47,079) (39,215) (20,095) (20,690)
Dividends 12 (6,300) (6,300) (6,300) (6,300)
(799,292) (1,596,077) (303,615) (787,942)
Cash flow from financing activities (3) 63,354 81,162 86,647 44,362
Variation in cash and cash equivalents (4)=(1)+(2)+(3) (503) (66,156) 10,172 (31,327)
Effect of currency conversion differences (1,326) (22,528) 2,527 (5,427)
Cash and cash equivalents - perimeter change 414 - 414 -
Cash and cash equivalents at the beginning of the period 19 186,441 241,961 171,913 190,031
Cash and cash equivalents at the end of the period 19 185,026 153,277 185,026 153,277

The notes are an integral part of the cash flow statement of the period ended on 30 June 2014.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014

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 210,000,000, represented by 420,000,000 shares with the nominal value of 0.50 euro each, and its core business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its business Group.

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

The values indicated herein are expressed in thousand Euro, since this is the currency used preferably in the economic environment in which the Group operates.

During the semester ended on 30 June 2014, the Group adopted, for the first time, IFRS 11 - Joint Arrangements, which classifies joint arrangements as joint operations (combining the existing concepts of jointly controlled assets and jointly controlled operations) or joint ventures (equivalent to the existing concept of a jointly controlled entity) and requires the use of the equity method in joint ventures, thus eliminating the method of proportional consolidation. This standard has replaced IAS 31 - Interests in Joint Ventures and SIC 13 Jointly Controlled Entities - Non-Monetary Contributions by Venturers. With the adoption of this new standard, the Group no longer proportionally consolidates its investments in joint ventures, namely the Enterprise Groups ("ACE"). The impacts of the adoption of this standard are detailed in Note 3.

Furthermore, following the new law issued in 2014 by Venezuela (Foreign Exchange Agreement no. 25), which establishes a new foreign exchange rate for certain currency sale transactions, applicable as of 24 January 2014, there was a significant devaluation of the Venezuelan bolivar in the semester under analysis (Note 6).

2 - BASIS OF PRESENTATION

The consolidated financial statements as at 30 June 2014 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 2014 and in conformity with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

The accounting policies adopted are consistent with those used in the preparation of the financial statements for the financial year ended on 31 December 2013, and described in the respective notes, except with respect to standards and interpretations whose enforcement date corresponds to financial years started on or after 1 January 2014. This is the case of the adoption of IFRS 11 - Joint Arrangements, which led to the discontinuation of the application of the proportional consolidation method to investments in joint ventures, namely Enterprise Groups ("ACE").

As a result of the adoption of IFRS 11, the following alterations were made to the previously reported Consolidated Statements of Financial Position as at 31 December 2013 and 1 January 2013, and to the previously reported Consolidated Income and Cash Flow Statements for the semester ended on 30 June 2013:

Reconciliation of Financial Position as at 31 December 2012 and 1 January 2013:

01-01-2013
"Restated"
Application of
IFRS 11
31/12/2012
Non-current assets:
Tangible fixed assets 529,738 (37) 529,775
Investments in associates and joint ventures 51,858 1,149 50,709
Other non-current assets 794,173 - 794,173
Total non-current assets 1,375,769 1,112 1,374,657
Current assets:
Customers 476,724 (127) 476,851
Other receivables 65,099 1,004 64,095
Cash and cash equivalents 241,961 (4,102) 246,063
Other current assets 604,161 (1,659) 605,820
Total current assets 1,387,945 (4,884) 1,392,829
TOTAL ASSETS 2,763,714 (3,772) 2,767,486
Equity:
Equity attributable to shareholders 252,005 - 252,005
Non-controlling interests 73,863 - 73,863
TOTAL EQUITY 325,868 - 325,868
Non-current liabilities:
Provisions 36,148 (2,055) 38,203
Other non-current liabilities 851,522 - 851,522
Total non-current liabilities 887,670 (2,055) 889,725
Current liabilities:
Suppliers 186,737 (1,093) 187,830
Other payables 20,260 1,163 19,097
Other current liabilities 1,343,179 (1,787) 1,344,966
Total current liabilities 1,550,176 (1,717) 1,551,893
TOTAL LIABILITIES 2,437,846 (3,772) 2,441,618
TOTAL LIABILITIES AND EQUITY 2,763,714 (3,772) 2,767,486

Reconciliation of Financial Position as at 30 June 2013:

30-06-2013
"Restated"
Application of
IFRS 11
30/06/2013
Non-current assets:
Tangible fixed assets 550,777 (29) 550,806
Investments in associates and joint ventures 38,519 817 37,702
Other non-current assets 809,255 - 809,255
Total non-current assets 1,398,551 788 1,397,763
Current assets:
Customers 518,170 (80) 518,250
Other receivables 64,823 1,349 63,474
Cash and cash equivalents 153,277 (4,012) 157,289
Other current assets 587,610 (959) 588,569
Total current assets 1,323,880 (3,702) 1,327,582
TOTAL ASSETS 2,722,431 (2,914) 2,725,345
Equity:
Equity attributable to shareholders 266,930 - 266,930
Non-controlling interests 40,950 - 40,950
TOTAL EQUITY 307,880 - 307,880
Non-current liabilities:
Provisions 31,509 (1,580) 33,089
Other non-current liabilities 818,970 - 818,970
Total non-current liabilities 850,479 (1,580) 852,059
Current liabilities:
Suppliers 142,565 (475) 143,040
Other payables 23,949 1,128 22,821
Other current liabilities 1,397,558 (1,987) 1,399,545
Total current liabilities 1,564,072 (1,334) 1,565,406
TOTAL LIABILITIES 2,414,551 (2,914) 2,417,465
TOTAL LIABILITIES AND EQUITY 2,722,431 (2,914) 2,725,345

Reconciliation of Financial Position as at 31 December 2013:

31-12-2013 Application of 31/12/2013
Non-current assets: "Restated" IFRS 11
Tangible fixed assets 571,234 (23) 571,257
Investments in associates and joint ventures 36,461 563 35,898
Other non-current assets 887,780 - 887,780
Total non-current assets 1,495,475 540 1,494,935
Current assets:
Customers 492,135 (170) 492,305
Other receivables 69,315 8 69,307
Cash and cash equivalents 186,441 (3,471) 189,912
Other current assets 535,877 (1,260) 537,137
Total current assets 1,283,768 (4,893) 1,288,661
TOTAL ASSETS 2,779,243 (4,353) 2,783,596
Equity:
Equity attributable to shareholders 325,407 - 325,407
Non-controlling interests 35,321 - 35,321
TOTAL EQUITY 360,728 - 360,728
Non-current liabilities:
Provisions 72,934 (1,473) 74,407
Other non-current liabilities 1,011,474 - 1,011,474
Total non-current liabilities 1,084,408 (1,473) 1,085,881
Current liabilities:
Suppliers 167,002 (771) 167,773
Other payables 83,927 (235) 84,162
Other current liabilities 1,083,178 (1,874) 1,085,052
Total current liabilities 1,334,107 (2,880) 1,336,987
TOTAL LIABILITIES 2,418,515 (4,353) 2,422,868
TOTAL LIABILITIES AND EQUITY 2,779,243 (4,353) 2,783,596

Reconciliation of the Consolidated Cash Flow Statement for the semester ended on 30 June 2013:

st Sem. 13
1
"Restated"
Application of
IFRS 11
st Sem. 13
1
OPERATING ACTIVITIES:
Revenue from customers 614,278 (92) 614,370
Payments to suppliers (528,399) 1,027 (529,426)
Payments to staff (126,624) 14 (126,638)
Cash flow generated by operations (40,745) 949 (41,694)
Income tax payment/revenue (24,473) - (24,473)
Other revenue/payments relative to operating activity (28,122) (792) (27,330)
Cash flow from operating activities (1) (93,340) 157 (93,497)
INVESTMENT ACTIVITIES:
Revenue derived from:
Financial investments 27,238 - 27,238
Tangible fixed assets and investment properties 2,542 - 2,542
Interest and similar income 7,336 (99) 7,435
Dividends 1,324 - 1,324
38,440 (99) 38,539
Payments relative to:
(92,418) - (92,418)
Cash flow from investment activities (2) (53,978) (99) (53,879)
FINANCING ACTIVITIES:
Revenue derived from:
Loans raised 1,677,239 1,677,239
Payments relative to:
Loans raised (1,550,562) - (1,550,562)
Interest and similar costs (39,215) 32 (39,247)
Dividends (6,300) - (6,300)
(1,596,077) 32 (1,596,109)
Cash flow from financing activities (3) 81,162 32 81,130
Variation in cash and cash equivalents (4)=(1)+(2)+(3) (66,156) 90 (66,246)
Effect of currency conversion differences (22,528) - (22,528)
Cash and cash equivalents at the beginning of the period 241,961 (4,102) 246,063
Cash and cash equivalents at the end of the period 153,277 (4,012) 157,289

Reconciliation of the Consolidated Income Statement for the semester ended on 30 June 2013:

st Sem. 13
1
"Restated"
Application of
IFRS 11
st Sem. 13
1
Operating income:
Sales and services rendered 734,881 52 734,829
Other operating income 18,008 (98) 18,106
Total operating income 752,889 (46) 752,935
Operating costs:
Cost of sales (262,601) - (262,601)
Change in production (2,443) - (2,443)
External supplies and services (216,955) 354 (217,309)
Staff costs (129,628) 14 (129,642)
Amortisation and depreciation (29,036) 6 (29,042)
Provisions and impairment losses in depreciable and amortisable assets and Goodwill (863) (280) (583)
Other operating costs (37,922) 55 (37,977)
Total operating costs (679,448) 149 (679,597)
Net operating income 73,441 103 73,338
Financial costs and losses (83,805) 32 (83,837)
Financial income and gains 28,791 (100) 28,891
Earnings from investment activities:
Earnings from associates and joint ventures (929) (35) (894)
Other 1,949 - 1,949
Financial results (53,994) (103) (53,891)
Earnings before tax 19,447 - 19,447
Income tax (10,743) - (10,743)
Consolidated net income for the semester 8,704 - 8,704
Net income attributable to:
Shareholders 8,937 - 8,937
Non-controlling interests (233) - (233)
Earnings per share:
Basic (Euro) 0.02 - 0.02
Diluted (Euro) 0.02 - 0.02

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 30 June 2014, TEIXEIRA DUARTE, S.A. and the following controlled companies were included in the consolidation, by the full method:

Corporate name Head office Effective percentage
holding
INTERNAL MARKET
CONSTRUCTION
CONSTRUSALAMONDE, ACE Edifício 2, Lagoas Park
Porto Salvo
92.50%
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
TEIXEIRA DUARTE - Engenharia e Construções, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
CONCESSIONS AND SERVICES
INVICTAAMBIENTE - Recolha de Resíduos e Limpeza Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502 100.00%
Pública, S.A.
MARINERTES, S.A.
Porto
Edifício 1, Lagoas Park
51.00%
RECOLTE - Serviços e Meio Ambiente, S.A. Porto Salvo
Edifício 1, Lagoas Park
Porto Salvo
100.00%
SATU-Oeiras - Sistema Automático de Transporte
Urbano, S.A. (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%
Fundo de Investimento Imobiliário Fechado TDF Porto Salvo
Edifício 2, Lagoas Park
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
IMOTD - SGPS, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
QUINTA DE CRAVEL - Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
TDE - Empreendimentos Imobiliários, S.A. Porto Salvo
Edifício 2, Lagoas Park
100.00%
TD VIA - Sociedade Imobiliária, S.A. Porto Salvo
Edifício 2, Lagoas Park
93.75%
TDF - Sociedade Gestora de Fundos de Investimento Porto Salvo
Edifício 2, Lagoas Park
100.00%
Imobiliário, S.A.
TEIXEIRA DUARTE - Gestão de Participações e
Porto Salvo
Edifício 2, Lagoas Park
100.00%
Investimentos Imobiliários, S.A.
TRANSBRITAL - Transportes e Britas Pio Monteiro
Porto Salvo
Pedreira das Perdigueiras - Laveiras
100.00%
& Filhos, S.A.
V8 - Gestão Imobiliária, S.A.
Paço de Arcos
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
EVA - Sociedade Hoteleira, S.A. Av. República, nº 1
Faro
100.00%
GO CORP TRAVEL SOLUTIONS - Agência
de Viagens, S.A.
Rua da Comunidade Lusíada, nº 2, Letra C
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
50.00%
DIGAL - Distribuição e Comércio, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
50.00%
DNGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
50.00%
MULTIGÁS - Sociedade Comercial e
Distribuidora de Gás, S.A. (b)
Rua das Lagoas - Campo Raso
Sintra
50.00%
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
50.00%
TDARCOL - SGPS, S.A. (c) Edifício 1, Lagoas Park
Porto Salvo
50.00%
AUTOMOTIVE
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D
Funchal
100.00%
Corporate name Head office Effective percentage
holding
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 100.00%
TDO - SGPS, S.A. Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
100.00%
TEDAL - SGPS, S.A. Funchal
Edifício 2, Lagoas Park
100.00%
Porto Salvo
EXTERNAL MARKET
SOUTH AFRICA
DISTRIBUTION
Global Net Distributors (Pty) Ltd. Po Box 15318
Farrarmere - Benon - Gauteng 1518
South Africa
100.00%
ANGOLA
CONSTRUCTION
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Rua Amílcar Cabral, 27 - R/C C 100.00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 51 - 1º C 51.00%
ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
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 Rua Comandante Gika - Bairro Maiango 100.00%
Hoteleiros, Lda.
ANGOIMO - Empreendimentos e Construções, Lda.
Luanda
Rua Amílcar Cabral, 35 - 5º C
100.00%
HOTEL TRÓPICO, S.A. Luanda
Rua da Missão, 103
Luanda
80.00%
Corporate name Head office Effective percentage
holding
URBANGO - Gestão Imobiliária, Lda. 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%
DCG - Distribuição e Comércio Geral, Lda. Luanda
Avenida Pedro de Castro Van - Dúnem
100.00%
OCC - Operador Central de Comércio, Lda. Luanda
Alameda Manuel Van - Dúnem
Luanda
80.00%
AUTOMOTIVE
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%
BELGIUM
CONCESSIONS AND SERVICES
TDGI, S.A. Avenue Louise 475
1050 Ixelles
100.00%
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800 100.00%
SOMAFEL Brasil - 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
GONGOJI Montante Energia, S.A. 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%
Corporate name Head office Effective percentage
holding
REAL ESTATE
TDPG - Empreendimentos Imobiliários Avenida Domingos Ferreira nº 4060, sala 301 100.00%
e Hoteleiros, Ltda.
TDSP - Participações, Ltda.
Boa Viagem - Cidade de Recife
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
100.00%
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
100.00%
TDSP - Volta Redonda, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
95.00%
TDSP - 14, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - Alta Vista IV, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - 16, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - 17, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 100.00%

DISTRIBUTION

TDD - Distribuição Brasil, Ltda. Rua Iguatemi, nº 448, 6º andar, Conjunto 602
Itaim Bibi - São Paulo
100.00%

CYPRUS

OTHER

LEVENEL, Limited

LEVENEL, Limited Irakli, Egkomi, 2413 100.00% Nicosia

Corporate name Head office Effective percentage
holding
SPAIN
CONSTRUCTION
UTE DE VIANA Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
CONCESSIONS AND SERVICES
RECOLTE, Servicios Y Medioambiente, S.A.U. Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
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
74.46%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. 24 de Julho, 141
Maputo
69.55%
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
98.72%
Corporate name Head office Effective percentage
holding
NAMIBIA
CONCESSIONS AND SERVICES
KARIBIB Portland Cement (PTY) P O Box 9574 Windhoek
Namibia
95.00%
KPC Trading and Services P O Box 2143 Windhoek
Namibia
57.00%
SQUIRREL Investments 115 PTY, Ltd. P O Box 2143 Windhoek
Namibia
95.00%
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company Murmansk
Russia
70.00%
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. Av. Este, 6 - Edi. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
95.57%

(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.

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the semester ended on 30 June 2014, the entry of "TEGAVEN - Teixeira Duarte y Asociados, C.A." into the perimeter of consolidation was notes, relative to the perimeter of consolidation as at 31 December 2013.

The impact of the entry of "TEGAVEN - Teixeira Duarte y Asociados, C.A." was as follows:

Tangible fixed assets (Note 13) 908
Deferred tax assets (Note 17) 26
Other non-current assets 19
Customers and other receivables 40,172
Cash and cash equivalents 414
Other current assets 6,105
Other provisions (204)
Other non-current liabilities (10)
Suppliers and other payables (568)
Other current liabilities (7,623)
Net Assets 39,239
Share in Net Assets (a) 36,653
Acquisition cost 7,322
Negative Goodwill (b) (29,331)

(a) Acquisition of 93.41% of the share capital of the participated company.

(b) Recorded in the income statement under The reversal of impairment losses is recognised in the income statement under "Provisions and impairment losses in depreciable and amortisable assets and goodwill".

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency as at 30 June 2014 and 31 December 2013, as well as the earnings of operations developed in countries where the functional currency is different from the Euro, for the semesters ended on 30 June 2014 and 2013:

Closing rate Average rate
Currency 30/06/2014 31/12/2013 Var 30/06/2014 30/06/2013 Var
US Dollar 1.3658 1.3791 (0.96%) 1.3718 1.3119 4.56%
Macaense Pataca 10.9034 11.0141 (1.01%) 10.9588 10.4843 4.53%
Mozambican Metical 41.6500 41.2400 0.99% 41.7200 39.3029 6.15%
Venezuelan Bolivar (a) 14.4775 8.6774 66.84% 14.7235 7.4917 96.53%
Angolan Kwanza 132.9860 134.5920 (1.19%) 133.4866 125.5944 6.28%
Algerian Dinar 108.0831 108.1034 (0.02%) 107.6660 103.3164 4.21%
Moroccan Dirham 11.2190 11.2621 (0.38%) 11.2249 11.1360 0.80%
Brazilian Real 3.0002 3.2576 (7.90%) 3.1481 2.6900 17.03%
Ukrainian Hryvnia 16.0482 11.3638 41.22% 14.3839 10.6586 34.95%
Namibian Dollar 14.4597 14.5660 (0.73%) 14.6480 12.1350 20.71%
Cape Verdean Escudo 110.2650 110.2650 - 110.2650 110.2650 -
Russian Rouble 46.3779 45.3246 2.32% 47.8497 40.8468 17.14%
Tunisian Dinar 2.2997 2.2701 1.30% 2.2177 2.0928 5.97%
South Africa Rand 14.4597 14.5660 (0.73%) 14.6480 12.1350 20.71%
Columbian Peso 2,564.6300 2,661.6600 (3.65%) 2,678.6657 2,406.3000 11.32%

(a) As mentioned in the Introduction, following the new law issued in 2014 by Venezuela (Foreign Exchange Agreement no. 25), which establishes a new foreign exchange rate for certain currency sale transactions, applicable as of 24 January 2014, there was a significant devaluation of the Venezuelan bolivar during this semester. Specifically, this legislation is applicable for the settlement of currency sale transactions intended, namely, for the payment of "international investments" (a concept which includes the repatriation of start-up capital and remittance of interest and dividends). The settlement of currency for these transactions will be made at the exchange rate arising from the last allocation of currency made through the auction system (SICAD).

7 - SEGMENTAL INFORMATION

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

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

The sales and services rendered and the earnings of each of operating segment referred to above, for the semesters ended on 30 June 2014 and 2013 "Restated", were as follows:

Sales and services rendered
st Sem. 14
1
1 st Sem. 13 "Restated" Net operating income
Segment Customers
abroad
Inter-segmental Total Customers
abroad
Inter-segmental Total st Sem. 14
1
st Sem. 13
1
"Restated"
Construction 378,296 47,221 425,517 351,172 32,513 383,685 57,895 22,629
Concessions and services 41,285 11,011 52,296 34,803 8,730 43,533 4,853 6,610
Real estate 47,167 5,343 52,510 39,512 7,305 46,817 17,786 9,002
Hotel services 32,298 6,979 39,277 38,912 7,059 45,971 4,359 9,841
Distribution 98,053 2,579 100,632 98,114 4,116 102,230 988 10,514
Energy 35,022 1,108 36,130 59,477 1,327 60,804 720 1,239
Automotive 126,646 6,231 132,877 112,891 6,141 119,032 24,261 21,286
Not allocated to segments - - - - - - (7,182) (7,702)
Elimination - (80,472) (80,472) - (67,191) (67,191) (27) 22
758,767 - 758,767 734,881 - 734,881 103,653 73,441
Financial costs and losses (Note 9) (84,850) (83,805)
Financial income and gains (Note 9) 36,272 28,791
Earnings from investment activities (Note 9) (6,424) 1,020
Earnings before tax 48,651 19,447

Inter-segmental transactions are carried out under market conditions and terms, equivalent to transactions conducted with third parties.

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 (a)
st Sem. 14
1
st Sem. 13
1
"Restated"
st Sem. 14
1
st Sem. 13
1
"Restated"
st Sem. 14
1
st Sem. 13
1
"Restated"
Construction 24,479 35,453 19,777 16,080 (26,081) 890
Concessions and services 1,743 2,386 2,096 2,029 (481) 5
Real estate 4,121 566 3,140 2,550 (50) (32)
Hotel services 20,097 3,041 3,892 3,941 - -
Distribution 17,274 13,519 3,206 2,595 - -
Energy 668 4,610 843 908 - -
Automotive 2,356 3,418 1,177 932 - -
Not allocated to segments - - 1 1 - -
70,738 62,993 34,132 29,036 (26,612) 863

(a) Net impairment losses relative to depreciable and amortisable assets and goodwill.

The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 30 June 2014 and 31 December 2013 "Restated", are as follows:

Assets Liabilities
30/06/2014 31-12-2013 "Restated"
Segment Investments in
associates and
joint ventures
(Note 15)
Financial
assets
available for
sale (Note
16)
Other
assets
Total Investments in
associates and
joint ventures
(Note 15)
Financial
assets
available for
sale (Note
16)
Other assets Total 30/06/2014 31-12-2013
"Restated"
Construction 1,006 - 1,934,683 1,935,689 1,552 - 1,849,050 1,850,602 1,399,739 1,431,171
Concessions and services 823 22,342 238,511 261,676 842 25,208 232,336 258,386 177,034 176,292
Real estate 536 62,043 1,603,508 1,666,087 71 54,080 1,565,408 1,619,559 881,893 887,726
Hotel services - - 321,641 321,641 - - 303,808 303,808 234,816 215,297
Distribution - - 239,940 239,940 - - 221,756 221,756 207,922 184,806
Energy 24 - 73,128 73,152 24 - 76,064 76,088 46,542 49,271
Automotive - - 183,097 183,097 - - 146,448 146,448 136,073 108,128
Not allocated to segments 34,055 6,108 987,367 1,027,530 33,972 5,325 971,611 1,010,908 159,285 211,041
Elimination - - (2,821,129) (2,821,129) - - (2,708,312) (2,708,312) (785,794) (845,217)
36,444 90,493 2,760,746 2,887,683 36,461 84,613 2,658,169 2,779,243 2,457,510 2,418,515

The sales, services rendered and information on non-current non-monetary assets by geographical segment are broken down as follows for the semesters ended on 30 June 2014 and 2013 and as at 30 June 2014 and 31 December 2013 "Restated", respectively:

Sales and services rendered Non-monetary non-current assets
Geographic segment st Sem. 14
1
st Sem. 13
1
"Restated"
30/06/2014 31-12-2013
"Restated"
Portugal 116,653 156,401 604,341 608,311
Angola 333,208 371,277 419,740 369,578
Algeria 29,105 26,547 11,372 12,395
Brazil 75,702 35,301 53,343 52,643
Spain 14,942 12,135 13,251 12,946
Mozambique 29,095 28,599 28,328 24,911
Venezuela 157,767 101,159 18,879 33,343
Other 2,295 3,462 1,226 1,341
758,767 734,881 1,150,480 1,115,468

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

8 - OPERATING INCOME

For the periods ended on 30 June 2014 and 2013 "Restated", operating income was as follows:

st Sem. 14
1
st Sem. 13
1
"Restated"
nd Q 14
2
nd Q 13
2
"Restated"
Sales and services rendered:
Sales 607,376 621,133 320,273 331,663
Services rendered 151,391 113,748 81,975 60,908
758,767 734,881 402,248 392,571
Other operating income:
Supplementary income 2,067 2,142 1,145 773
Reversal of impairment losses in accounts receivable 863 484 215 217
Divestment of assets (a) 784 2,242 636 1,525
Inventory gains 623 3,102 588 754
Own work capitalised (b) 294 4,210 163 1,196
Reversal of inventory impairment losses 239 1,762 175 378
Tax refunds 12 1,552 10 333
Variation in the fair value of investment properties - 67 - (193)
Other operating income 2,460 2,447 540 1,424
7,342 18,008 3,472 6,407
766,109 752,889 405,720 398,978

(a) The gains indicated above were obtained through the divestment 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 30 June 2014 and 2013 "Restated" were as follows:

st Sem. 14
1
st Sem. 13
1
"Restated"
nd Q 14
2
nd Q 13
2
"Restated"
Financial costs and losses:
Interest paid (47,185) (39,889) (24,438) (21,002)
Unfavourable currency conversion differences (24,638) (30,669) 10 (13,203)
Other financial costs and losses (13,027) (13,247) (7,244) (7,032)
(84,850) (83,805) (31,672) (41,237)
Financial income and gains:
Interest received 5,893 8,672 2,987 4,528
Favourable currency conversion differences 28,996 17,783 (328) 6,012
Cash discounts received 190 301 108 172
Other financial income and gains 1,193 2,035 519 1,161
36,272 28,791 3,286 11,873
Earnings from investment activities:
Earnings from associates and joint ventures (a) (6,956) (929) (1,056) (603)
Dividends (b) 565 1,158 428 12
Other investments (1,329) 316 (1,574) 10
Gains / losses in the measurement of assets available for sale (Note 17) 1,296 475 1,296 475
(6,424) 1,020 (906) (106)
Financial results (55,002) (53,994) (29,292) (29,470)

(a) The earnings from associates and joint ventures for the semesters ended on 30 June 2014 and 2013 "Restated" include the effect of the application of the equity method to these investments (6,956) and (1,200) (Note 15), respectively.

During the semester ended on 30 June 2013, the Group sold 20% of the share capital of "VOTORANTIM Macau Investimentos, S.A.", having recorded capital gains of EUR 271 thousand.

(b) As at 30 June 2014, the values presented correspond to dividends received from "Other Investments" (EUR 885 thousand as at 30 June 2013). As at 30 June 2013, EUR 273 thousand were also received from "Financial assets available for sale".

During the semesters ended on 30 June 2014 and 2013, no interest was capitalised on the acquisition cost of qualifying assets.

10 - INCOME TAX

"TD, SA" is subject to the special taxation regime for corporate groups (RETGS), which covers all the companies in which it holds a stake, directly or indirectly, of at least 75% of the respective share capital, provided that this stake confers more than 50% of the voting rights and that they are also resident in Portugal and taxed under the general regime of Corporate Income Tax ("IRC").

All the other participated companies, not covered by the special taxation regime for corporate groups, are taxed individually, based on their respective tax bases and applicable rates of Corporate Income Tax, Municipal Surcharge and State Surcharge.

"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 23%. Entities which record taxable profit are also subject to the Municipal Surcharge, whose rate may vary up 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, EUR 7,500,000 and EUR 35,000,000, at the rates of 3%, 5% and 7%, 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.

In the calculation of the taxable profit, to which the aforesaid tax rates are applied, non-acceptable amounts for tax purposes are added to and subtracted from the book value profit or loss. 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.

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 30 June 2014.

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 17).

The income taxes recognised for the periods ended on 30 June 2014 and 2013 are as follows:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Current tax:
Income tax in Portugal (49) (5,985) 11,209 (590)
Income tax in other jurisdictions (22,848) (18,019) (11,478) (7,784)
Current tax (22,897) (24,004) (269) (8,374)
Deferred tax (Note 17): 15,388 13,261 7,039 4,612
(7,509) (10,743) 6,770 (3,762)

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to EUR (1,445) thousand were recorded directly in equity as at 30 June 2014 (EUR (1,197) thousand as at 30 June 2013) (Note 17).

11 - EARNINGS PER SHARE

The earnings per share for the periods ended on 30 June 2014 and 2013 were calculated taking into account the following amounts:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Net income for the effect of calculating earnings per basic share (net income for the period) 42,509 8,937 26,561 1,764
Weighted average number of shares for the effect of calculating earnings per basic share (thousand) 420,000 420,000 420,000 420,000
Earnings per basic share 0.10 0.02 0.06 0.00

Due to the fact that, for the semesters ended on 30 June 2014 and 2013, 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 31 May 2014, deliberated the distribution of dividends of the value of EUR 6,300 thousand, corresponding to EUR 0.015 per share, taking into consideration the separate financial statements of the Company as at 31 December 2013, with their payment having taken place in June 2014.

Dividends of EUR 6,300 thousand, relative to the financial year of 2012, were paid in the semester ended on 30 June 2013.

13 - TANGIBLE FIXED ASSETS

During the semesters ended on 30 June 2014 and 2013 "Restated", 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 Fixed assets Advances
& resources & other Administrative Administrative Tools & Administrative tangible fixed assets on account of
resources constructions equipment equipment utensils equipment fixed assets in progress tang. fixed assets Total
Gross assets:
Balance as at 1 January 2013 33,826 409,337 377,713 79,540 36,989 40,078 18,721 43,985 183 1,040,373
Currency conversion adjustments (496) 397 (7,594) (1,648) (551) (197) 108 (1,408) (57) (11,446)
Additions - 2,029 20,784 5,838 2,115 1,345 858 26,076 - 59,045
Transfers and write-offs (1,320) 2,057 1,709 964 336 70 (2,791) 79 (126) 978
Divestments (33) (270) (2,226) (1,339) (36) (183) (107) - - (4,194)
Balance as at 30 June 2013 31,977 413,550 390,386 83,355 38,853 41,113 16,789 68,732 - 1,084,756
Balance as at 1 January 2014 31,683 434,063 406,263 82,356 41,065 41,134 10,004 65,873 - 1,112,441
Perimeter alteration 434 514 166 185 4 22 - - - 1,325
Currency conversion adjustments 191 1,463 2,604 786 316 (111) 43 (1,896) - 3,396
Additions - 1,596 22,637 4,177 1,775 1,309 168 31,754 1,054 64,470
Transfers and write-offs - 6,679 (623) 2,010 (225) (468) (1,366) 10,203 - 16,210
Divestments - (183) (4,638) (925) (197) (84) (4) - - (6,031)
Balance as at 30 June 2014 32,308 444,132 426,409 88,589 42,738 41,802 8,845 105,934 1,054 1,191,811
Accumulated depreciation
and impairment losses:
Balance as at 1 January 2013 166 112,976 274,235 57,894 28,893 31,316 5,155 - - 510,635
Currency conversion adjustments - 466 (1,082) (574) (28) 35 12 - - (1,171)
Reinforcements - 7,128 13,350 5,063 1,260 1,462 284 - - 28,547
Transfers and write-offs - (181) 429 (210) (74) (96) (106) - - (238)
Divestments - (251) (2,056) (1,313) (35) (134) (5) - - (3,794)
Balance as at 30 June 2013 166 120,138 284,876 60,860 30,016 32,583 5,340 - - 533,979
Balance as at 1 January 2014 166 133,284 280,370 58,481 31,097 32,367 5,442 - - 541,207
Perimeter alteration - 232 71 96 3 15 - - - 417
Currency conversion effect - 458 1,555 608 (149) 127 13 - - 2,612
Reinforcements - 8,677 17,024 4,456 1,465 1,569 327 - - 33,518
Transfers and write-offs - (181) (361) (440) (122) (466) (2) - - (1,572)
Divestments - (145) (4,519) (749) (102) (81) (4) - - (5,600)
Balance as at 30 June 2014 166 142,325 294,140 62,452 32,192 33,531 5,776 - - 570,582
Net value:
As at 30 June 2013 31,811 293,412 105,510 22,495 8,837 8,530 11,449 68,732 - 550,777
As at 30 June 2014 32,142 301,807 132,269 26,137 10,546 8,271 3,069 105,934 1,054 621,229

The additions to tangible fixed assets carried out during the semester ended on 30 June 2014 essentially refer to investments in facilities and equipment.

As at 30 June 2014, the tangible assets in progress include EUR 78,522 thousand relative to buildings and other constructions in progress, in particular the following:

  • For the Hotel sector, the remodelling of Hotel Trópico in Angola;

  • 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 semesters ended on 30 June 2014 and 2013, the movement which occurred in investment properties was as follows:

2014 2013
Balance as at 1 January 479,965 498,236
Currency conversion adjustments 16 632
Increases / divestments (2,965) (1,903)
Variation in fair value (1,938) (2,022)
Transfer of tangible fixed assets - (2,442)
Balance as at 30 June 475,078 492,501

The income gained from investment properties arising from operating lease contracts reached EUR 16.817 thousand for the semester ended on 30 June 2014 (EUR 14,776 thousand as at 30 June 2013). Direct operating costs related to investment properties, for the semester ended on 30 June 2014, reached EUR 1,674 thousand (EUR 1,994 thousand as at 30 June 2013).

15 - INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

The following associates and joint ventures were recorded through the equity method as at 30 June 2014:

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%
AVIAS - Grupo Ferroviário para a
Alta Velocidade, ACE
Edifício 1, Lagoas Park
Porto Salvo
14.10%
AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park
Porto Salvo
21.32%
CAIS DE CRUZEIROS 2ª FASE, ACE Rua da Tapada da Quinta de Cima
Linhó - Sintra
15.00%
CONBATE, ACE Edifício 2, Lagoas Park
Porto Salvo
20.00%
CONSORCIO MINERO LUSO VARGAS C.A.
(CONLUVAR)
Av. La Armada, Edifício Centro Socialista Demivargas, Piso 4
1162 La Guaira - Catia La Mar
49.00%
DOURO LITORAL, ACE Edifício 8, Lagoas Park
Porto Salvo
40.00%
D.L.O.E.A.C.E. - Douro Litoral Obras Edifício 2, Lagoas Park 40.00%
Especiais, ACE
ENGIL/MOTA/TEIXEIRA DUARTE
Porto Salvo
Av. Fabril do Norte, 1601
33.33%
- Requalificações Urbanas, ACE
FERROVIAL/TEIXEIRA DUARTE - Obras
Matosinhos
Edifício Central Park
50.00%
Hidráulicas do Alqueva, ACE
GMP - Grupo Marítimo Português, ACE
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha
Edifício 1, Lagoas Park
20.04%
GMP - Grupo Marítimo Português MEK, ACE Porto Salvo
Edifício 1, Lagoas Park
Porto Salvo
20.04%
GPCC - Grupo Português de Construção de Rua Senhora do Porto, 930 25.00%
Infraestruturas de Gás Natural, ACE
GPCIE - Grupo Português de Construção de
Porto
Edifício Sagres
25.00%
Infraestruturas da Expo, ACE
IMOC - Empreendimentos Imobiliários, S.A.R.L.
Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho
Av. 24 de Julho, 135
Maputo
49.92%
Limited Liability Company Cement Khutorskya Str., 70
Odessa
49.00%
METROLIGEIRO - Construção de
Infraestruturas, ACE
Estrada da Luz, 90 - 6º E
Lisbon
26.80%
NOVA ESTAÇÃO, ACE Av. Frei Miguel Contreiras, nº 54, 7º 25.00%
RPK Gulfstream, Ltd. Lisbon
Tri Ruchja str.
42.70%
SCP AK10 - Empreendimentos e 183003, Murmansk
Avenida Alameda Santos, nº 960 - 19º,
25.00%
Participações SPE Ltda.
SOMAFEL/FERROVIAS, ACE
Edifício CYK, Cerqueira César, São Paulo
Av. Columbano Bordalo Pinheiro, 93 - 7º
36.00%
STELGEST - Gestão Hoteleira, S.A. Lisbon
Edifício 2, Lagoas Park
45.00%
TEIX.CO, SPA Porto Salvo
BP 62B Zone D'Active Dar El Beida
Algiers
48.78%
TEIXEIRA DUARTE - SOPOL - Metro
Superfície, ACE
Edifício 2, Lagoas Park
Porto Salvo
57.30%
Corporate name Head office Effective percentage
holding
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%

The investments in associates showed the following movements during the semesters ended on 30 June 2014 and 2013 "Restated":

Holdings Goodwill Total
Balance as at 1 January 2013 40,155 11,703 51,858
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (1,200) - (1,200)
- Effect on equity 348 - 348
Divestments (a) (11,397) - (11,397)
Currency conversion adjustments (251) (4) (255)
Other (835) - (835)
Balance as at 30 June 2013 26,820 11,699 38,519
Balance as at 1 January 2014 24,768 11,693 36,461
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (6,956) - (6,956)
- Effect on equity 2,374 - 2,374
Increases 865 - 865
Currency conversion adjustments (34) - (34)
Other 3,784 (50) 3,734
Balance as at 30 June 2014 24,801 11,643 36,444

The investments in associates and joint ventures as at 30 June 2014 and 31 December 2013 "Restated" are detailed as follows:

30/06/2014 31-12-2013 "Restated"
Associates Holdings Goodwill Holdings Goodwill Value of
financial
position
Limited Liability Company Cement (a) 16,072 11,643 16,072 11,643 27,715
IMOC - Empreendimentos Imobiliários, S.A.R.L. 6,340 - 6,257 - 6,257
RPK Gulfstream, Ltd. 823 - 842 - 842
Alvorada Petróleos, S.A. 514 - - - -
SCP AK-10 Empreendimentos e Participações SPE LTDA. 22 - 21 50 71
Other 1,030 - 1,576 - 1,576
24,801 11,643 24,768 11,693 36,461

(a) Financing loan of EUR 16,072 thousand as at 30 June 2014 and 31 December 2013 "Restated".

The holdings referred to above are recorded through the equity method which, in the semesters ended on 30 June 2014 and 2013 "Restated", had the following impacts:

st Sem. 14
1
Associates Gains and
losses in
associates
(Note 9)
Adjustments of
holdings
Total
Alvorada Petróleos, S.A. (13) (339) (352)
Limited Liability Company Cement (5,745) 2,367 (3,378)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 21 61 82
SCP AK-10 Empreendimentos e Participações SPE LTDA. (1) - (1)
Other (1,218) 285 (933)
(6,956) 2,374 (4,582)
st Sem. 13 "Restated"
1
Associates Gains and
losses in
associates
(Note 9)
Adjustments of
holdings
Total
Alvorada Petróleos, S.A. (94) - (94)
Limited Liability Company Cement (122) 12 (110)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 295 317 612
SCP AK-10 Empreendimentos e Participações SPE LTDA. (2) - (2)
TEIX.CO, SPA (357) (2) (359)
Other (920) 21 (899)
(1,200) 348 (852)

16 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the semesters ended on 30 June 2014 and 2013, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:

2014 2013
Fair value as at 1 January 84,613 48,597
Disposals during the period (4,227) (1,171)
Increase in fair value 10,107 6,542
Fair value as at 30 June 90,493 53,968

As at 30 June 2014 and 31 December 2013, the Group held 357,000,000 shares of Banco Comercial Português, S.A., classified as financial assets available for sale.

The financial assets available for sale, and their respective cost and market values, as at 30 June 2014 and 31 December 2013, are as follows:

30/06/2014 31/12/2013
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 717,321 68,151 717,321 59,405
Banco Bilbao Vizcaya Argentaria, S.A. 29,723 22,342 35,958 25,208
747,044 90,493 753,279 84,613

17 - DEFERRED TAXES

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

During the semesters ended on 30 June 2014 and 2013, the movements which occurred in deferred tax assets and liabilities, in accordance with the temporary difference which generated them, were as follows:

Deferred tax assets Deferred tax
liabilities
2014 2013 2014 2013
Balance as at 1 January 188,514 111,912 52,693 57,979
Constitution / Reversal
Net income (Note 10) 15,653 12,473 265 (788)
Equity (1,352) (1,197) 93 -
Currency conversion effect and adjustments 1,724 (2,047) 213 (110)
Perimeter alteration 26 - - -
Balance as at 30 June 204,565 121,141 53,264 57,081

Deferred tax assets are only recorded insofar as it is considered that taxable profits are likely to occur in future taxation periods 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 2014, the deduction of tax losses in Portugal, including tax losses recorded in previous periods, is limited to 70% of the taxable profit for the year when this deduction is made.

18 - 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 associates, joint ventures, related parties and individuals with significant voting rights and their 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 30 June 2014 and 31 December 2013 "Restated" are detailed as follows:

Balance receivable Balance payable Loans granted Other debts
Entity 30/06/2014 31-12-2013
"Restated"
30/06/2014 31-12-2013
"Restated"
30/06/2014 31-12-2013
"Restated"
30/06/2014 31-12-2013
"Restated"
AEBT - Auto Estradas do Baixo Tejo, S.A. - - - - 5,373 819 - -
AEDL - Auto Estradas do Douro Litoral, S.A. - - - - 1,202 1,202 - -
ALSOMA, GEIE - - - 24 - - - -
AVIAS, ACE - 48 - - - - - -
AVIA PORTUGAL, S.A. - - - - - - - -
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 - - 4 4 - -
CONBATE, ACE 19 57 - - - - - 24
Minero Luso Vargas Consortium - CONLUVAR 3,477 4,783 1,349 779 - - 3 6
OPSUT 2010 Consortium 1,767 1,560 26 - - - - -
DOURO LITORAL, ACE 19 50 - 61 - - - (102)
DOURO LITORAL OBRAS ESPECIAIS, ACE 1 - - - - - (269) (269)
EIA - Ensino de Investigação e Administração, S.A. 9 - - - - - (324) (324)
GMP - Grupo Maritimo Português, ACE 83 58 10 10 - - - -
GMP – Grupo Marítimo Português MEK, ACE 24 21 - - - - - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE - 79 - 59 - - - (48)
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE - - - - - - - (1)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 6,883 1,554 3 - - - (2,124) (2,092)
Limited Liability Company Cement 147 - - - 16,072 16,072 - -
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. - - - - 150 150 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 11 14 - 1 - - - (2)
Moreira e Cunha, Lda. 11 33 - - - - - (80)
MTS - Metro Transportes do Sul, S.A. - - - - 740 740 - -
NOVA ESTAÇÃO, ACE 805 1,005 35 35 - - - -
Promociones Inmobiliárias 3003, C.A. - 55 - - - - (38) (37)
RPK Gulfstream, Ltd. - - - - 2,150 2,200 - -
SOMAFEL/FERROVIAS, ACE 3 1 - - - - - -
STELGEST - Gestão Hoteleira, S.A. - 19 - - - - (687) (736)
TEDEVEN Inmobiliária, C.A. 2 - 15 - - - - -
TEGAVEN - Teixeira Duarte Y Asociados, C.A. - 6,106 - 1,349 - 139 - 68,521
TEIX.CO SPA 1,381 1,381 720 720 - - (291) (291)
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 65 64 11 6 - - - (2)
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 10 17 60 54 - - - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE - 1 35 35 - - - (134)
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - - 10 - - - - -
14,763 16,952 2,274 3,133 25,691 21,326 (3,730) 64,433

The main transactions carried out in the semesters ended on 30 June 2014 and 2013 "Restated", with related entities were as follows:

Sales and services rendered Purchases and services received Interest debited
st Sem. 14
1
st Sem. 13
1
"Restated"
st Sem. 14
1
st Sem. 13
1
"Restated"
st Sem. 14
1
st Sem. 13
1
"Restated"
CONBATE, ACE 86 74 - - - -
Minero Luso Vargas Consortium - CONLUVAR 657 1,745 5,411 4,849 - -
OPSUT 2010 Consortium 768 1,077 570 1,843 - -
DOURO LITORAL, ACE 40 40 - 3 - -
DOURO LITORAL OBRAS ESPECIAIS, ACE 2 - - - - -
GMP - Grupo Maritimo Português, ACE 25 4 - - - -
GMP – Grupo Marítimo Português MEK, ACE 2 4 - - - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE - - 2 - - -
IMOC - Empreendimentos Imobiliários, S.A.R.L. 4,307 42 153 50 - -
Limited Liability Company Cement - - - - 884 884
METROLIGEIRO - Construção de Infraestruturas, ACE 11 13 - - - -
Moreira e Cunha, Lda. 28 27 - - - -
STELGEST - Gestão Hoteleira, S.A. - 50 3 - - 30
SOMAFEL/FERROVIAS, ACE 2 2 - - - -
TEIX.CO SPA - - - - - -
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 1 4 5 - - -
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 16 30 7 23 - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - - 3 - - -
5,945 3,112 6,154 6,768 884 914

The remunerations of the members of the governing bodies of TD,S.A. for the periods ended on 30 June 2014 and 2013 were as follows:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Executive directors:
Short term benefits 949 928 735 751
Supervisory board:
Short term benefits 28 33 11 16
Chartered accountant:
Short term benefits 30 30 15 15
1,007 991 761 782

The remunerations of the members of the senior management staff of TD,S.A. for the periods ended on 30 June 2014 and 2013 were as follows:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Senior staff:
Short term benefits 4,321 4,402 2,748 2,591
4,321 4,402 2,748 2,591

19 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 30 June 2014 and 31 December 2013 "Restated", this heading is broken down as follows:

30/06/2014 31-12-2013
"Restated"
Demand deposits 131,790 134,088
Term deposits 39,168 34,104
Other cash investments 5,615 2,704
Cash 8,453 15,545
185,026 186,441

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 revenue derived from financial investments in the periods ended on 30 June 2014 and 2013, refer to the divestment of holdings in the following entities:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Banco Bilbao Vizcaya Argentaria, S.A. 18,421 8,972 7,767 3,330
Banco Comercial Português, S.A. - 6,379 - 3,556
VOTORANTIM Macau Investimentos, S.A. - 11,668 - 11,668
Other - 219 - -
18,421 27,238 7,767 18,554

The payments relative to financial investments in the periods ended on 30 June 2014 and 2013, refer to the acquisition of holdings in the following entities:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
Banco Bilbao Vizcaya Argentaria, S.A. 15,287 8,599 4,322 2,919
AEBT - Vias do Baixo Tejo, S.A. 4,554 - - -
DIGAL - Distribuição e Comércio, S.A. 930 921 930 921
C + P.A. - Cimento e Produtos Associados, S.A. - 23,259 - 23,259
Banco Comercial Português, S.A. - 3,091 - 3,091
Other 201 396 117 122
20,972 36,266 5,369 30,312

The dividends received in the periods ended on 30 June 2014 and 2013, were as follows:

st Sem. 14
1
st Sem. 13
1
nd Q 14
2
nd Q 13
2
CPM - Companhia de Parques de Macau, S.A.R.L. 205 213 68 -
Banco Bilbao Vizcaya Argentaria, S.A. - 375 - -
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. - 392 - -
Other 360 344 360 178
565 1,324 428 178

20 - SHARE CAPITAL

As at 30 June 2014 and 2013, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of EUR 0.50 each.

As at 30 June 2014, 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.

21 - 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 net changes in the fair value of derivative financial instruments classified as cash flow hedges.

22 - LOANS

As at 30 June 2014 and 31 December 2013, the following loans had been raised:

30/06/2014 31/12/2013
Non-current liabilities:
Bank loans a) 197,023 209,200
Commercial paper b) 497,241 471,780
694,264 680,980
Current liabilities:
Bank loans a) 731,825 569,278
Commercial paper b) 53,250 112,348
785,075 681,626
1,479,339 1,362,606

a) Bank loans

As at 30 June 2014, the domestic bank loans, bank overdrafts and pledged current accounts earned interest at the weighted annual average rate of 4.97% (3.71% as at 30 June 2013).

As at 30 June 2014, the most significant bank loans contracted by the Group essentially correspond to:

Loan raised from Banco Caixa Geral (Spain), contracted on 11 February 2008 of the present value of EUR 15,070 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 46,607 thousand, which will be repaid in 39 equal and successive instalments, ending on 10 December 2033.

Loan raised from Banco BIC de Angola, contracted on 20 October 2008 of the present value of EUR 916 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 33,519 thousand, which will be repaid in 114 equal and successive monthly instalments, ending on 30 December 2023.

Loan raised from Banco Fomento de Angola, contracted on 6 February 2009 of the present value of EUR 137 thousand, which will fall due on 30 September 2014.

Loan raised from Banco Caixa Geral Totta Angola, contracted on 21 December 2011 of the present value of EUR 13,864 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 2,193 thousand, which will fall due on 27 November 2015.

Loan raised from Banco Bradesco, S.A., contracted on 27 March 2012 of the present value of EUR 11,396 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 1,657 thousand, which will fall due on 19 July 2015.

Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the present value of EUR 11,547 thousand, which will fall due on 5 December 2019.

Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the present value of EUR 25,639 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 18,958 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 4,901 thousand. The current principal will be repaid over the contract period, and in accordance with the table of agreed haircuts, by the product of the sale of the mortgaged real estate properties, with the remainder being settled on 13 December 2015.

Loan raised from Banco Angolano de Investimento, contracted on 20 February 2014, of the present value of EUR 14,161 thousand, which will fall due on 31 October 2020.

Loan raised from Banco Caixa Geral Totta Angola, contracted on 23 January 2014 of the value of EUR 14,356 thousand, which will fall due on 30 April 2021.

Factoring line from Banco Espírito Santo, S.A. of the amount of EUR 35,000 thousand, which is being used to the value of EUR 34,887 thousand.

Under a credit line from Caixa Geral de Depósitos, S.A. of the amount of USD 35,000 thousand, for advances on revenue from invoices relative to exports, which is used to the value of EUR 7,908 thousand as at 30 June 2014.

Under a Commercial Discount Line abroad (advance of credit letters), at Banco Espírito Santo, S.A. of the amount of EUR 40,000 thousand, which is being used to the value of EUR 28,616 thousand as at 30 June 2014.

As at 30 June 2014 and 31 December 2013, the bank loans also include pledged current accounts of the value of EUR 528,444 and EUR 453,408 thousand, respectively.

b) Commercial paper

As at 30 June 2014, the Group had negotiated the following commercial paper programmes:

  • 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 46,000 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 plus a spread of 2.5%, with the repayment of the last issue being on 20 August 2018. This programme stipulates semi-annual repayments starting on 20 August 2015 of the value of EUR 1,000 thousand on the first date and EUR 2,500 thousand thereafter, and settlement of the remaining value on the repayment date of the last issue of the programme.

Programme for the placing and underwriting of commercial paper commercial paper, contracted with Banco Comercial Português, S.A. on 20 August 2008, to the sum of EUR 20,000 thousand, with annual renovation. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.

Programme for the placing and underwriting of commercial paper commercial paper, contracted with Banco Comercial Português, S.A. on 20 August 2008, to the sum of EUR 25,000 thousand, with annual renovation. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.

Grouped contract programme, for the placing and underwriting of commercial paper 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 - Gestão de Engenharia e Construções, S.A.. The participation of each company in each programme may vary each time it is used. The programme was renewed on 12 May 2014 and 14 May 2019, for the amount of EUR 50,000 thousand. It involves annual repayments of EUR 10,000 thousand beginning on 15 May 2015. 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 4.25% until 14 May 2016 and 3.75% for the remainder of the programme and determined in accordance with the date of each auction.

Programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. on 28 December 2010, to the sum of EUR 34,000 thousand, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. participates. The programme had an initial use of three years, which was extended up to 28 January 2015 counted 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 sums 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 28 December 2011, with Banco Comercial Português, S.A., to the sum of EUR 43,000 thousand, currently EUR 33,500 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 33,000 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 2,000 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 commercial paper issues, contracted on 6 November 2013 with Banco Espírito Santo, S.A. and Banco Espírito Santo de Investimento, S.A., to the sum of EUR 100,000 thousand, in which Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and Teixeira Duarte - Engenharia e Construções, S.A. participate, with the amounts of EUR 90,000 thousand and EUR 10,000 thousand, respectively. The participation of each company in the programme may vary in each of its issues. The duration of the programme is five years, counted as of the contract signing date, with the interest falling due in advance and the reference rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus a spread of 5.00% and determined according to the date of each auction, with the repayment of the last issue being on 6 November 2018. The Programme will be subject to partial repayments, to occur on a semi-annual basis as of May 2015 of EUR 1,500 thousand, as of May 2016 of EUR 2,000 thousand, and the penultimate instalment being in May 2018 of EUR 2,500 thousand.

Grouped programme for commercial paper issues, contracted on 30 December 2013 with Banco Espírito Santo, S.A. and Banco Espírito Santo de Investimento, S.A., to the sum of EUR 201,750 thousand, granted by the issuers Teixeira Duarte - Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., and by the guarantors TEDAL - Sociedade Gestora de Participações Sociais, S.A., Teixeira Duarte - Engenharia e Construções, S.A., Quinta de Cravel - Imobiliária, S.A. and V8 - Gestão Imobiliária, S.A., which is being fully used by Teixeira Duarte - Engenharia e Construções, S.A.. The participation of each company in each programme may vary in each of its issues. The duration of the programme is five years minus 1 day, counted as of the contract signing date, with the interest falling due in advance and the reference rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus a spread of 5.00% and determined according to the date of each auction, with the repayment of the last issue being on 29 November 2018. The Programme will be subject to partial repayments, to occur on a semi-annual basis as of April 2014 of EUR 1,250 thousand, on December 2015 of EUR 8,000 thousand, and as of June 2016 of EUR 5,000 thousand.

Grouped contract programme, for the placing and underwriting of commercial paper with Banco Finantia, S.A. on 2 May 2014, to the sum of EUR 20,000 thousand, granted by Teixeira Duarte - Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and, at the present date, the entire amount is being used by Teixeira Duarte - Engenharia e Construções, S.A., and the participation of each issuer may vary in each issue. The duration of the programme is 3 years and issues may have maturity periods of 7 to 365 days. Interest is payable in arrears at the rate that results from the direct placement or corresponding to the intervention rate that will be equal to the Euribor applicable to the issue period, increased by 4.7%.

As at 30 June 2014 and 31 December 2013, the repayment of non-current bank loans is defined as follows:

30/06/2014 31/12/2013
2015 86,811 164,209
2016 97,606 82,051
2017 82,035 46,190
2018 339,676 323,461
2019 and following 88,136 65,069
694,264 680,980

As at 30 June 2014 and 31 December 2013, the funding in foreign currency was expressed as follows:

30/06/2014 31/12/2013
Currency Currency Euros Currency Euros
Venezuelan Bolivar 1,549,443 107,024 409,000 47,134
US Dollar 32,625 23,887 80,572 58,423
Angolan Kwanza 18,925,656 142,313 12,754,485 94,764
South African Rand 1,216 84 1,117 77
Brazilian Real 63,082 21,026 40,487 12,428

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

23 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Contingent liabilities:

Following various inspections conducted by the Taxation and Customs Authority (AT) to the accounts of TEIXEIRA DUARTE - Gestão de Participações Investimentos Imobiliários, S.A. ("TDGPII, S.A."), a company 100% held indirectly by TEIXEIRA DUARTE, S.A. relative to the financial years of 2007 to 2011, the following corrections were made to the tax losses that had initially been reported for this participated company:

Calculated AT
Year tax loss Correction
2007 46,632 29,331
2008 50,590 45,938
2009 50,182 24,807
2010 18,165 6,467
2011 12,779 3,213

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 no. 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 the financial years of 2008 and 2009 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 2013, "TD-EC, SA", as the controlling company, was notified of the Report of Conclusions for the financial year of 2010 and consequent additional Statements of Payment of IRC and compensatory interest associated to the corrections for the financial year of 2010. The Company is currently preparing the corresponding objection, considering the applicable legal periods.

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.

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

The total amount of corrections to taxable profit reached EUR 35,467 thousand, of which "TD-EC, S.A." objected to EUR 32,595 thousand, related to tax credit, the system of re-investment of tax gains and the undue application of no. 10 of article 22 of the EBF.

The correction relative to the financial year of 2011 for the participated company "TDGPII, S.A." had not been the object of any additional payment required by the controlling company, as at the closing date of June 2014.

Guarantees:

As at 30 June 2014 and 31 December 2013 "Restated", the group of companies included in the consolidation had provided the following guarantees to third parties:

30/06/2014 31-12-2013
"Restated"
Bank guarantees provided 341,856 326,831
Fidelity insurance 269,411 379,078

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, Serviços e Meio Ambiente, S.A., RECOLTE, Servicios y Medioambiente, S.A.U., EMPA - Serviços de Engenharia, S.A. and the Boyacá - La Guaira Consortium, 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 the present value of EUR 15,070 thousand, granted by RECOLTE, Servicios y Medioambiente, S.A.U., RECOLTE, Servicios y Medioambiente, S.A.U. pledged 2,400,000 shares of Banco Bilbao Vizcaya Argentaria, S.A.

A mortgage was also constituted in favour of Caixa Geral de Depósitos, S.A. on lot 3, located 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 present value of EUR 33,519 thousand.

In order to secure a contract signed with Banco Caixa Totta Angola, of the present value of EUR 13,864 thousand, URBANGO - Gestão Imobiliária, Lda. mortgaged a property owned by it, no. 256 - 1 st section, located in Chicala.

In order to secure a contract signed with BIC, of the present value of EUR 25,639 thousand, ANGOIMO - Empreendimentos e Construções, Lda. mortgaged a property owned by it, no. 2554, located in Samba.

In order to secure a contract signed with BIC, of the present value of EUR 11,547 thousand, ANGOIMO - Empreendimentos e Construções, Lda. mortgaged a property owned by it, no. 2554, located in Samba.

In order to secure a loan contract signed with Banco BPI, S.A., of the present value of EUR 1,657 thousand, TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. mortgaged 10 fractions of the property located at Campo Grande, no. 9 in Lisbon.

In order to secure the commercial paper contract signed on 28 December 2011 with Banco Comercial Português, S.A., of the present value of EUR 33,500 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., constituted a general mortgage on the properties implanted respectively on lots 6, 18 and 19, located in Lagoas Park, owned by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A..

In order to secure the loan of the present value of EUR 4,901 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 their fractions owned of the urban property located on Rua de Castro Portugal, nos. 497 and 511; Rua Professora Rita Lopes Ribeiro Fonseca, nos. 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, nos. 30, 38, 42, 48, 54, 62, 70 and 74, and Rua Professora Rita Lopes Ribeiro Fonseca, nos. 12 and 18, Locality of Candal, Parish of Vila Nova de Gaia, for the total value of EUR 5,419 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. to the sum of EUR 46,000 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 325,000,000 and 32,000,000 shares of Banco Comercial Português, S.A., respectively.

In order to secure the commercial paper contract signed with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. of the present value of EUR 201,750 thousand, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 12,500,000 shares of EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., 200,000.000 shares of C+P.A. - Cimentos e Produtos Associados, S.A., and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 1,325,000 participation units of the TDF Closed Real Estate Investment Fund. TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. constituted a voluntary mortgage on an urban property 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 15,516 thousand. QUINTA DE CRAVEL - Imobiliária, S.A. also mortgaged the lots for construction nos. 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 6,839 thousand. V8 - Gestão Imobiliária, S.A. mortgaged the lots for construction nos. 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 Caixa Geral de Depósitos,S.A. to the sum of EUR 70,000 thousand, currently 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. pledged 4,675,000 participation units of the TDF Closed Real Estate Investment Fund. As at the date of the present report, the programme was being entirely used by TEIXEIRA DUARTE - Engenharia e Construções, S.A..

In order to secure the commercial paper contract signed with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A., to the sum 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 of 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 of SOMAFEL - Engenharia e Obras Ferroviárias, S.A..

In order to secure debts to third parties, of the value of EUR 148 thousand, IMOTD - SGPS, S.A. pledged 24,000 shares of 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 46,607 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 of 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 30 June 2014 and 2013, the comfort letters provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached EUR 480,296 thousand and EUR 475,758 thousand, respectively.

As at 30 June 2014 and 31 December 2013, factoring contracts without right of recourse were in force, which were recorded as reduction of accounts receivable of the value of EUR 66,689 thousand and EUR 99,829 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 30 June 2014 and 31 December 2013, there were no inventories pledged to secure liabilities.

24 - MEASUREMENT AT FAIR VALUE

Estimated fair value - assets and liabilities measured at fair value

The table below presents the Group's assets and liabilities measured at fair value as at 30 June 2014, according to the following hierarchical levels of fair value:

  • Level 1: the fair value of financial instruments is based on lending net market prices as at the reference date of the statement of financial position;

  • Level 2: the fair value of financial instruments is not determined based on lending net market prices, but rather through use of valuation models;

  • Level 3: the fair value of financial instruments is not determined based on lending net market prices, but rather through use of valuation models whose main inputs are not observable on the market;

Category Item Level 1 Level 2 Level 3
Assets:
Financial assets available for sale Shares 90,493 - -
Financial assets at fair value through profit or loss Shares 1,714 - -
Investment properties Buildings and land - 475,078 -
Liabilities:
Financial liabilities at fair value Hedge derivatives 14,222 - -

Except with respect to non-current loans, most financial assets and liabilities mature in the short term, hence it is considered that their fair value is identical to the respective book values.

Most of the loans are taken out at variable interest rates. Therefore, it is deemed that the corresponding book value (amortised cost) does not differ significantly from the respective market value.

25 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the semester ended on 30 June 2014 were approved by the Board of Directors on 29 August 2014.

26 - SUBSEQUENT EVENTS

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with emphasis on the following relevant fact which occurred after the closing of the first semester of 2014, which was disclosed in due time to the market:

On 29 July 2014, the companies which are wholly-owned, directly and indirectly, by "Teixeira Duarte, S.A.", "TEIXEIRA DUARTE - Engenharia e Construções, S.A." and "E.P.O.S. - Empresa Portuguesa de Obras Subterrâneas, S.A.", in consortium, were notified of the award by "EP - Estradas de Portugal, S. A." of the contract work, under a design/construction scheme, of "IP4 (A4) - TÚNEL DO MARÃO", whose price is EUR 88,099,873.47, and the deadline for conclusion of the work is 518 days.

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