REPORT
AND ACCOUNTS 1 st Semester 2009
TABLE OF CONTENTS
COMPANY IDENTIFICATION ...... 4 GOVERNING BODIES ...... 5 ORGANOGRAM ...... 6 TEIXEIRA DUARTE GROUP ...... 7 SUMMARY OF INDICATORS ...... 8 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS ...... 9 I. INTRODUCTION ...... 10 II. ECONOMIC CONTEXT ...... 11 III. OVERALL ASSESSMENT ...... 11 IV. SECTORIAL REVIEW ...... 21 IV.1. CONSTRUCTION ...... 21 IV.1.1. INTERNAL MARKET ...... 23 A. CONTEXT ...... 23 B. “TEIXEIRA DUARTE - ENGENHARIA E CONSTRUÇÕES, S.A.” ...... 24 C. HOLDINGS AND ASSOCIATIONS ...... 30 IV.1.2. EXTERNAL MARKET ...... 33 IV.2. CEMENT, CONCRETE AND AGGREGATES ...... 42 IV.3. CONCESSIONS AND SERVICES ...... 46 IV.3.1. INTERNAL MARKET ...... 47 IV.3.2. EXTERNAL MARKET ...... 50 IV.4. REAL ESTATE ...... 54 IV.4.1. INTERNAL MARKET ...... 55 IV.4.2. EXTERNAL MARKET ...... 56 IV.5. HOTEL SERVICES ...... 59 IV.5.1. INTERNAL MARKET ...... 60 IV.5.2. EXTERNAL MARKET ...... 61 IV.6. FOOD TRADING ...... 63 IV.7. FUEL TRADING ...... 65 IV.7.1. INTERNAL MARKET ...... 66 IV.7.2. EXTERNAL MARKET ...... 67 IV.8. VEHICLES TRADING ...... 69 V. HOLDINGS IN LISTED COMPANIES ...... 71 VI. RELEVANT FACTS AFTER THE END OF THE YEAR ...... 73 VII. OUTLOOK FOR 2009 ...... 74 ANNEXES TO THE INTERCALARY MANAGEMENT REPORT ...... 75 CONSOLIDATED FINANCIAL STATEMENTS ...... 77
1st Semester of 2009 3 TEIXEIRA DUARTE - ENGENHARIA E CONSTRUÇÕES, S.A.
PLC Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Capital Stock: € 210,000,000 Single Tax ID and Cascais (Oeiras) Commercial Companies Registry number 500 097 488 Holder of Construction License No 24
Quality Guarantee System Certification attributed to Teixeira Duarte on 20st December 2002, within the fields of “Civil Construction and Industrial and Public Sector Works, including Foundation Technology
Health and Safety Management System Certification attributed to Teixeira Duarte on 23rd February 2006, within the fields of “Civil Construction and Industrial and Public Sector Works, including Foundation Technology”.
Certification Document of the Environmental Management System granted to Teixeira Duarte on 15th April 2008, within the scope of Civil, Industrial Construction and Public Works, including Foundations Technology.
1st Semester of 2009 4 Governing Bodies
Board of the General Meeting of Shareholders
Chairman Dr. Rogério Paulo Castanho Alves Deputy Chairman Dr. João Torres Agoas Martinho Lopes Secretary Dr. José Gonçalo Pereira de Sousa Guerra Constenla
Board of Directors
Chairman Dr. Pedro Maria Calainho Teixeira Duarte Directors Dr. João Salvador dos Santos Matias Dr. Manuel Maria Calainho de Azevedo Teixeira Duarte Eng.º Joel Vaz Viana de Lemos Eng.º Jorge Ricardo Figueiredo Catarino Eng.º Carlos Gomes Baptista Eng.º João José de Gouveia Capelão Eng.º João José do Carmo Delgado
Supervisory Board
Chairman Dr. António Gonçalves Monteiro Voting Member Dr. Mateus Moreira Voting Member Miguel Carmo Pereira Coutinho Substitute Dr. Horácio Lisboa Afonso
Statutory Auditor
Mariquito, Correia & Associados Chartered Accountants, represented by Dr. António Franciso Escarameia Mariquito - ROC
Company Secretary
Permanent Dr. José Pedro Poiares Cobra Ferreira Substitute Drª. Maria António Monteiro Ambrósio
Market Relations Representative
Dr. José Pedro Poiares Cobra Ferreira
1st Semester of 2009 5
Summary of Indicators
Summary of Consolidated Indicators
1st Sem. 1st Sem. 1st Sem. 1st Sem. 1st Sem. Growth 2005 2006 2007 2008 2009 2009/2008 Employees 6,064 6,936 9,334 12,746 13,462 5.6% Sales/Services Rendered 296 356 464 583 585 0.3% Operating Income 315 375 480 632 617 (2.4%) EBITDA 37 38 45 93 64 (31.2%) EBITDA / Turnover Margin 13% 11% 10% 16% 11% (31.4%) EBIT 25 24 28 71 37 (47.6%) Fixed tangible assets + Investment property 564 676 767 832 972 16.9% Investments in associated companies + Assets available for sale + Other investments 1,095 1,088 1,719 1,393 1,177 (15.5%) Total Equity 467 536 1,049 535 354 (33.9%) Net Income 43 29 34 (256) 19 - Notes: The book-values are expressed in million Euros. The values of the “2009/2008 Growth” column calculated based on values without rounding. The Total Equity includes the minority interests.
1st Semester of 2009 8 Intercalary Management Report 1st Semester 2009 Intercalary Management Report
I. INTRODUCTION
Under the applicable legal and regulatory terms, “TEIXEIRA DUARTE – Engenharia e Construções, S.A.” (Teixeira Duarte) presents the Intercalary Management Report concerning the first semester of 2009, provides the consolidated information on the operations and results obtained in this period, and also enables the analysis of these elements since the closing of the financial year of 2008, as well as the forecast evolution up to the end of the current year.
A series of annexes is also an integral part of this document, as established in the regulations currently in force, namely in article 246 of the Securities Code and in article 9 of the Securities Market Commission (CMVM) Regulation number 5/008.
The consolidated financial statements as at 30 June 2009, were prepared using the accounting policies consistent with the International Financial Reporting Standards (IAS/IFRS), as adopted in the European Union and in conformity with IAS 34 - Intercalary Financial Reporting, with the individual financial statements not having been presented, as permitted under the applicable rules.
As determined in paragraph IAS 34.20 and A2 and since Teixeira Duarte had presented intercalary information at the end of the first quarter of the year, the income and cash flow statements for the following intercalary period (relative to the second quarter, in other words, from 01 April to 30 June 2009) and for the accumulated six month period (01 January to 30 June) are also presented herein.
In compliance with number 3 of article 8 of the Securities Code, we state that under the combined provisions of the CMVM Regulations number 3/2006 and number 5/2008 - and without prejudice to the monitoring and supervision, by the competent bodies, of the accounts and documents produced in the context of the provision of semester information –, no report whatsoever was prepared by an auditor registered at the CMVM.
Even so and under the terms and for the effects of the provisions in sub-paragraph c) of number 1 of article 246 of the Securities Code, the signatories state that, to the best of their knowledge, the attached consolidated financial statements were prepared in conformity with the applicable accounting norms, providing a true and appropriate image of the assets and liabilities, financial situation and net income of Teixeira Duarte and of the companies included in the consolidation perimeter, and that the intercalary management report faithfully presents the important events which took place during the period and their impact on the respective financial statements, containing a description of the main risks and uncertainties for the following six months.
1st Semester of 2009 10 Intercalary Management Report
II. ECONOMIC CONTEXT
During the first semester of the year, the national economy lived under the spectre of the effective reduction of GDP, with most of the economic indicators having confirmed the continuation of the recessive circumstances.
Even with some signs of a tenuous reuptake of the financial markets, this did not prove sufficient to alter the forecast that the Portuguese economy is unlikely to grow before 2010.
In contrast and in spite of the international scenario of crisis, the truth is that most of the external markets where the companies of Teixeira Duarte Group operate have registered good performances, as has occurred in the strategic cases of Angola, Algeria, Brazil and Mozambique.
III. OVERALL ASSESSMENT
The Consolidated Net Income Attributable to the Shareholders was positive by 19,366 thousand euros.
The Turnover maintained values similar to those of June 2008, reaching 585,138 thousand euros.
Evolution of the Consolidated Turnover
583,349 585,138 600,000
500,000 463,951
400,000 356,113 295,843 300,000
200,000
100,000
0 1st S 05 1st S 06 1st S 07 1st S 08 1st S 09
(Values in thousand euros)
As a result of the economic circumstances experienced over the last few years and, specifically in this semester, the slight positive variation was essentially due to the expansion of the external market, the increase of which was greater than the decrease occurred in Portugal, with turnover abroad now representing 62.7% of the total turnover of Teixeira Duarte Group.
1st Semester of 2009 11 Intercalary Management Report
Evolution of Turnover by Market 700,000
600,000
500,000
326,992 400,000 366,858
300,000
200,000 256,357 100,000 218,280
- 1st Semester 08 1st Semester 09 Internal Market External Market
(Values in thousand euros)
The table below indicates that while some markets have been more penalized by the current economic conditions, others continue to show sustained growth, namely in Angola and Mozambique. In the case of Mozambique, a comparison of the figures for the same period of 2008 is very revealing of the impetus of the local economy, especially associated to the public investment in infrastructures essential to the development of this country.
Contribution to Turnover
Countries 1st Sem. 09 1st Sem. 08 Var (%)
Portugal 218,280 256,357 -14.9% Angola 239,946 196,627 22.0% Algeria 53,147 54,808 -3.0% Brazil 25,214 28,619 -11.9% Ukraine 5,579 14,355 -61.1% Spain 12,582 12,805 -1.7% Mozambique 21,824 8,733 149.9% Morocco 4,337 5,262 -17.6% Venezuela 2,340 4,907 -52.3% Other 1,889 876 115.6% Total 585,138 583,349 0.3%
(Values in thousand euros)
Consolidated operating income decreased by 2.4% in comparison to June 2008, in particular due to the reduction in non-recurrent operations, which reached the value of 617,298 thousand euros in this first semester of 2009.
1st Semester of 2009 12 Intercalary Management Report
Evolution of Consolidated Operating
700,000 632,282 617,298 600,000 480,198 500,000 375,344 400,000 314,809 300,000
200,000
100,000
0 1st S 05 1st S 06 1st S 07 1st S 08 1st S 09
(Values in thousand euros)
Total operating income achieved in the Fuel sector in Portugal decreased not only as a result of the strategy of optimization of results in detriment of turnover, but also due to the unfavorable economic circumstances, especially in the oil market.
The figures obtained relative to Cements, Concrete and Aggregates were negatively affected by the overall economic circumstances in some geographical markets where C+P.A., S.A. operates, namely Ukraine.
On the other hand, Real Estate decreased relative to June 2008, due to the reduction of 26,909 thousand euros of the income derived from non-recurrent operations.
Nevertheless, these more significant reductions were compensated by the good performance achieved in Concessions and Services, Hotel Services, Food Trading and Construction, which reached values similar to the same period of the previous year, in spite of the recognized overall economic difficulties which have been faced.
Operating Income by Activity Sector and Geographical Market:
Internal Market External Market Total Activity Sector 1st S 09 1st S 08 Var (%) 1st S 09 1st S 08 Var (%) 1st S 09 1st S 08 Var (%) Construction 141,698 149,648 -5.3% 189,322 163,615 15.7% 331,020 313,263 5.7% Cement, Concrete and Aggregates - 45 - 9,142 17,219 -46.9% 9,142 17,264 -47.0% Concessions and Services 8,764 6,156 42.4% 12,380 11,827 4.7% 21,144 17,983 17.6% Real Estate 31,941 40,000 -20.1% 10,853 23,846 -54.5% 42,794 63,846 -33.0% Hotel Services 6,887 6,037 14.1% 37,324 25,426 46.8% 44,211 31,463 40.5% Food Trading - - - 51,040 41,981 21.6% 51,040 41,981 21.6% Fuel Trading 50,189 76,274 -34.2% 22 - - 50,211 76,274 -34.2% Vehicles Trading 102 118 -13.6% 67,632 70,090 -3.5% 67,734 70,208 -3.5% Other 2- - - - - 2- - Total of the Sectors: 239,583 278,278 -13.9% 377,715 354,004 6.7% 617,298 632,282 -2.4%
(Values in thousand euros)
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Hence, the contribution of each of the activity sectors to the total value of consolidated operating income was as follows:
Vehicles Trading 11%
Fuel Trading 8%
Construction Food Trading 8% 55%
Hotel Services 7%
Real Estate 7%
Concessions and Services 3% Cement, Concrete and Aggregates 1%
EBITDA stood at 64,085 thousand euros, which reflects a decrease of 31.2% in relation to the same period of last year, due to the reduction of 26,909 thousand euros of non-recurrent operations, which in the first six months of the previous year had reached an exceptional value of 33,492 thousand euros.
Evolution of Consolidated EBITDA
100,000 93,144 90,000 80,000 70,000 64,085 60,000 50,000 45,430 36,931 37,593 40,000 30,000 20,000 10,000 0 1st S 05 1st S 06 1st S 07 1st S 08 1st S 09
(Values in thousand euros)
1st Semester of 2009 14 Intercalary Management Report
Analyzing this indicator by sector of activity, the table below presents that the major instability at a worldwide level determined a great variety of different behavior in these business areas according to the specific characteristics of each and of the respective markets in which they operate, thus confirming the appropriateness of the strategy of diversification of the sectors and geographical expansion, which has long been pursued by Teixeira Duarte Group.
EBITDA Activity Sector 1st Sem. 09 1st Sem. 08 Var (%)
Construction 17,100 11,064 54.6% Cement. concrete and aggregates (2,642) 4,734 - Concessions and services 3,930 3,184 23.4% Real Estate 19,995 45,443 -56.0% Hotel Services 19,353 10,362 86.8% Food Trading 2,570 5,535 -53.6% Fuel Trading 5,448 4,148 31.3% Vehicles Trading 9,447 17,667 -46.5% Not allocated to segments (11,159) (7,710) 44.7% Eliminations 43 (1,283) - Total 64,085 93,144 -31.2%
(Values in thousand euros)
Therefore, the EBITDA / Turnover Margin decreased from 16.0% in June 2008 to 11% in June 2009.
Evolution of the Consolidated EBITDA / Turnover Margin
18.0% 16.0% 16.0% 14.0% 12.5% 11.0% 12.0% 10.6% 9.8% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 1st S 05 1st S 06 1st S 07 1st S 08 1st S 09
The financial results were negative by 10,248 thousand euros, with it being considered positive the fact that, in spite of the indebtedness having increased by 86,943 thousand euros, the financial costs were lower compared to the first semester of 2008, due to the decrease in interest rates and the positive impact of the exchange rate effect registered to the amount of 1,809 thousand euros, essentially as a result of the appreciation of the American Dollar relative to the Euro in the first quarter.
1st Semester of 2009 15 Intercalary Management Report
The Income Tax calculated for the first six months of this year was 6,642 thousand euros.
Total Net Assets grew by 2.5% in relation to 31 December 2008, having reached 3,257,378 thousand euros, with the holdings in “CIMPOR - Cimentos de Portugal, SGPS, S.A.” and “Banco Comercial Português, S.A.”, being of particular importance as well as the investment in “Lagoas Park”, with the three representing a combined value of 1,302,920 thousand euros.
Evolution of Consolidated Net Assets
3,500,000 3,334,338 3,222,510 3,270,601 3,178,037 3,257,378
3,000,000 2,733,986 2,395,516 2,395,646 2,500,000 2,256,415 2,000,000
1,500,000
1,000,000
500,000
0 1st S 05 Dec_05 1st S 06 Dec_06 1st S 07 Dec_07 1st S 08 Dec_08 1st S 09
(Values in thousand euros)
The Indebtedness of the Group, which continues to be subject to careful control and integrated in the overall strategy defined long ago, reached 2,044,323 thousand euros, thus increasing by 86,943 thousand euros in this first semester, during which more significant investment was made in “Lagoas Park” and in Cascais Hospital, as well as in the activities under development in Angola and Brazil.
The net Indebtedness of the Group increased by 86,780 thousand euros in comparison to 31 December 2008, standing at 1,938,682 thousand euros as at 30 June 2009.
Evolution of Consolidated Net Debt 1,993,942 1,938,682 2,000,000 1,851,902 1,800,000 1,677,818 1,570,781 1,600,000 1,400,000 1,324,080 1,309,573 1,317,861 1,316,892 1,200,000 1,000,000 800,000 600,000 400,000 200,000 0 1st S 05 Dec_05 1st S 06 Dec_06 1st S 07 Dec_07 1st S 08 Dec_08 1st S 09
(Values in thousand euros)
The abovementioned evolutions reflect an investment policy and strengthening of the equity of Teixeira Duarte Group, which has permitted a significant increase in its assets, in spite of the devaluation occurred in the Financial Assets Available for Sale. On this issue, it is pertinent to note that just the holdings in “Banco Comercial Português, S.A.” and “CIMPOR - Cimentos de Portugal, SGPS, S.A.”, valued at
1st Semester of 2009 16 Intercalary Management Report
995,479 thousand euros in accordance with the respective stock market prices on 30 June 2009, added to the “Lagoas Park” enterprise, valued at 268,189 thousand euros, represent 61.8% of the value of the Group's total debt.
To complement this reference, as is our habit, it should be noted that these three assets normally referred to due to their greater liquidity and objective market valuation, represent only 38.8% of the total assets of Teixeira Duarte Group.
Total Equity reached 353,807 thousand euros, corresponding to an increase of 4.4% in relation to 31 December 2008.
Financial Autonomy increased slightly from 10.7% as at 31 December 2008 to 10.9% as at 30 June 2009.
Regarding this point, it is important to note that the recording of the holdings owned by the Group in “Banco Comercial Português, S.A.” and “Banco Bilbao Viscaya Argentaria, S.A.”, at current market value would have a significant impact on equity, which would then stand at 409 million euros, implying that the financial autonomy of Teixeira Duarte would rise, based on the figures calculated today, from 10.9% to 12.3%.
Regarding the consolidation perimeter, note should be made of the following facts:
In the construction sector, the company “NOVA TEIXEIRA DUARTE – Engenharia e Construções, S.A.” was constituted - which remains non-operational but which will be used as a future instrument in the internal reorganization process disclosed above, which continues under study –, as well as “BEL-ERE – Engenharia e Reabilitação de Estruturas - Angola, Lda.”, to enable the operationalization of this participated company of the Group in a market which continues in great expansion and in which Teixeira Duarte has maintained a strongly implanted position for several decades.
Furthermore, the Complementary Groups of Companies “CONBATE, ACE” and “D.L.O.E.A.C.E. – DOURO LITORAL, Obras Especiais, ACE” were also constituted.
“TEIXEIRA DUARTE – TRADING, S.A.” was constituted in the area of international trade and especially to support the Food Trading sector.
In the area of human resources we pursued efforts towards the minimization of inactivity, which was significantly reduced, simultaneously with a consistent policy relative to professional training and awareness-raising on safety at work, providing employees with the necessary qualifications for the new challenges faced by the companies of the Group.
1st Semester of 2009 17 Intercalary Management Report
Strict action was taken to ensure the adequacy of the number of workers to the activities developed in the different sectors and markets, with notable decreases in the Construction sector in Angola, Algeria and Portugal – in the last country greatly due to the transfer of workers by the participated company EPOS to another entity following the dissolution of the contract which this company had maintained in Aljustrel – and the increases in Brazil and Mozambique, as well as the increase in the Concessions and Services in Portugal as a result of RECOLTE and INVICTAAMBIENTE which, under the contract adjudicated by Porto City Hall, integrated a series of workers which had formerly belonged to the staff of that urban service.
In overall terms, during the semester under review there was an increase in the average number of workers of Teixeira Duarte Group in comparison to 31 December 2008, from 13,157 to 13,462 workers.
Evolution of the Average Number of the Group's Workers 13,462 14,000 12,746 13,157 12,000 10,717 10,000 9,334 7,774 8,000 6,936 6,064 6,362 6,000 4,000 2,000 0 1st S 05 Dec_05 1st S 06 Dec_06 1st S 07 Dec_07 1st S 08 Dec_08 1st S 09
Regarding the certifications of the Management Systems, their initiation, renewal and expansion processes were pursued in the companies of the Group, in the areas of Safety, Quality and Environment.
Of particular note due to its size and significance, is the case of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, which has carried out some important initiatives in this area is of particular note, namely relative to the following:
- The continued implementation of the Social Responsibility Management System, the process of which is at a pre-audit phase, with the respective certification being forecast to take place during the current year of 2009;
- Start of the implementation of a management system in the RDI area – Research, Development and Innovation, with a view to the improved standardization, centralization and adequacy of all the initiatives which the different areas of the Company and Group have been promoting for some time on this matter.
The Central Computer Department pursues the consolidation and standardization of the application platforms, optimizing the solutions provided and improving its technical and human resources.
Of the activities carried out during this period, the implementation of the SAP platform in Mozambique
1st Semester of 2009 18 Intercalary Management Report
should be highlighted, due to its structural character, continued expansion of the capacities of the Group's Portal, aimed at enabling its collaborative dimension, as well as the expansion of the SAP platform to new companies in Portugal, Angola, Algeria and Spain and the introduction of improvements and innovations to meet needs shown by the users.
In the area of infrastructures, data and system networks, in view of the growing concerns related to security, studies have been carried out which have led to the reformulation of the platform and implementation of a project of monitoring in real time, as a means to reduce potential risk.
On Corporate matters, part of the disclosure made opportunely to the market is recalled herein, namely the holding, on last 13 May, of the Annual General Meeting of Shareholders of “Teixeira Duarte – Engenharia e Construções, S.A.”, which, with the significant attendance of 80.24% of the total share capital, approved all the proposals submitted for assessment, namely those proposed by the Board of Directors.
It should be noted in particular in this context and after the renunciation carried out at the end of 2008 by the former and until then only Chairman of the Board of Directors that the Company has known, the modification of the signatories of the Company, with the consequent partial alteration of the Articles of Association and subsequent appointment of then the Chief Executive Office Dr. Pedro Maria Calainho Teixeira Duarte, as the new Chairman of the Board of Directors, up to the end of the mandate in course (2007/2010), who simultaneously left the position of Chief Executive Officer and with the Board of Directors maintaining the same eight members to which it had been reduced, none of them with executive functions, namely due to the fact that the elected Chairman of the Board of Directors maintained his former executive functions.
Similarly, note should be made of the approval of a proposal aimed at the study of a project for the intra- Group corporate restructuring operation, with a view to the transfer of the assets and resources allocated to the construction activity of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” to a new company, 100% controlled by Teixeira Duarte, which will be devoted specifically to the construction activity, under terms identical to those currently pursued by Teixeira Duarte.
This entire operation and all the announced propositions are also dependent on the study by the Board of Directors on the best terms and conditions for its execution, as well the authorizations to be obtained from numerous entities.
Since the results for 2008 were negative and the proposed application was their full transfer to the “retained earnings” heading, the usual distribution of dividends did not take place.
The “Teixeira Duarte – Engenharia e Construções, S.A.” stock registered a significant appreciation of
1st Semester of 2009 19 Intercalary Management Report
59.7% in the first semester of 2009, having risen from 0.60€ as at 31 December 2008 to 0.955€ as at 30 June 2008.
The graph below indicates the evolution of the stock market prices of these shares over the semester, marking the dates when the results for the financial year of 2008 and for the first semester of 2009 were announced, with it being noteworthy that although these shares fell to a minimum of 0.407€ in March, they increased gradually to 1.098€ in May.
As at 30 June 2009, the stock market price was 0.96€ and, at today's date, 31 August 2009, it is 1.051€, thus keeping a distance from the minimum levels registered previously.
There has been a reduction in liquidity and turnover in comparison to 2008, with 86,655,724 share transactions having been registered on the stock market during the semester, in a total value of 67,319,545.21 euros.
1st Semester of 2009 20 Intercalary Management Report
IV. SECTORIAL REVIEW
The review will present three different points for each sector: a first part with presentations, comments and overall indicators of that business area; followed by a report on activity in the internal market and concluding on performance in the different countries of the external market where the Group operates in that branch.
This first part will include a brief presentation on how and where the Group operates in this specific sector, followed by an analysis of the activity during the semester, presenting a series of indicators on the respective contributions of each of the areas of action for the overall indicators of the Group, as well as reference to the operating income in a non-consolidated perspective, so as to allow for a better understanding of the levels achieved by each one.
IV.1. CONSTRUCTION
Construction is the core business and the origin of Teixeira Duarte Group, as well as being the main activity of the controlling company, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”.
Teixeira Duarte currently operates in this area in Portugal, Angola, Algeria, Brazil, Spain, Morocco, Mozambique and Venezuela – analyzed one by one below –, as well as in France, Libya, São Tomé, Tunisia and Ukraine.
Production is carried out through a series of Operating Centers of the parent company, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, which operate in different segments of Construction and are supported by Central Departments specialized in the multiple areas supporting their activities.
Furthermore, the Group also has many Complementary Groups of Companies and other participated companies, which operate in specific areas of Construction and are individualized in the description made below on the respective activity.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in the Construction sector continued on an upward trend, although less significantly than that registered in previous years, with the external market compensating for the fall in the internal market.
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Consolidated Turnover
317,148 350,000 299,460 300,000 250,000 218,940 200,000 150,000 100,000 50,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
The EBITDA margin also grew in relation to the first semester of last year, although more moderately than the growth in turnover, as a result of the difficulties in this business area.
Consolidated EBITDA
20,000 17,100 14,004 15,000 11,064 10,000
5,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income of the companies of the Group which operate in the Construction sector reached the total value of 393,087 thousand euros, with half having been obtained in the internal market and the other half relative to activities developed abroad.
In a commercial perspective, a considerable increase was registered in the works contracted relative to the same period of the previous year – from 241,624 thousand euros to 443,674 thousand euros –, which is due to the significant increase in the external markets, as well as to the good performance of the associated companies on the internal market.
1st Semester of 2009 22 Intercalary Management Report
During this period, works were contracted to the overall value of 263,510 thousand euros, with 73,469 thousand euros having been in Portugal and 190,042 thousand euros abroad.
The Portfolio of Orders of Teixeira Duarte Group for the construction sector, which reached the impressive value of 2,058,893 thousand euros as at 30 June 2009, increased by 2% in comparison to 31 December 2008, thus ensuring good levels of activity, especially in the current context of such unfavorable economic circumstances.
IV.1.1. - INTERNAL MARKET
A presentation (A.) will be made of the context of this sector in Portugal, followed by a report on the production of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” in the internal market (B.) , detailing its different types of autonomous Operating Centers and an analysis of the performance of the sales area in the individual perspective of the Company.
This will be then followed by an assessment of the productive activity in Portugal of the main participated companies operating in this Construction sector (C.), highlighting the individual economic-financial information of each of these companies, whenever justified.
A. CONTEXT
In the context of the overall review of the conditions of the construction market in Portugal during the first six months of 2009, note should be made of the continued slowdown of the volume of production, clearly reflected in the reduction of consumption of cement, which fell by 17% in relation to the same period of 2008, and in the increase of unemployment in the Sector.
Even so, there was an apparent improvement in public works in the second quarter, with the launching of restoration works relative to a variety of public buildings, which enabled good growth of the adjudications as well as the continued expansion of the rate of production, leading to very strong expectations with respect to the growth of the Sector in view of the Public Tenders which are currently underway.
However, the abovementioned increase in public tenders carried out by the State do not appear to be sufficient to enable the expansion of the sector's production in overall terms, while there has been a significant reduction in orders of private works, resulting, in particular, from the unfavorable financial situation of the companies – which is certainly not unrelated to their having maintained a practice of
1st Semester of 2009 23 Intercalary Management Report
lowering prices proposed at tenders as a form of guaranteeing their activity.
B. “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”:
- Geotechnics and Foundations Operating Centre
The level of activity of this Operating Centre has been within the normal parameters, although, when compared to the same period of 2008, it presents a significant fall, since last year it had shown the best performance of the last six years.
In the area of its operations, the following works should be noted:
Conclusion of:
- Contract Work for the General Excavation and Peripheral Containment of the Business and Technological Complex of Porto, for “IMOFARMA – Fundo Especial Imobiliário”;
- Contract Work for the General Excavation and Peripheral Containment of Lot V15, of the “Gaia Nova” enterprise, for a company of Teixeira Duarte Group;
- Large diameter pile foundations integrated in the Contract Work for the Variante de Alcácer, for “Rede Ferroviária Nacional – REFER, EP”;
- Large diameter pile foundations integrated in the second phase of the Contract Work for the Aveiro Port Rail Connection, for “Rede Ferroviária Nacional – REFER, EP”;
During these first semester of the year, the following were started: the work on the Jet Grouting and foundation piles integrated in the Contract Work for the Interception System and Tidal Valve Chambers of Terreiro do Paço, for “SIMTEJO - Saneamento Integrado dos Municípios do Tejo e Trancão, S.A.”, as well as the large diameter pile foundations of the P3 and P4 pillars of the Bridge Over the River Douro, for “DLOE, ACE”.
After a brief interruption, the collaboration with LNEC was restarted following the signing of the protocol for the development of research work in the area of self-hardening molded walls.
In comparison to the first semester of 2008, there was a slight increase in the number and value of the works adjudicated, with the proposals presented in the period under review giving rise to expectations on
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the maintenance of the level of adjudications and a slight decrease in activity in the second half of the current year.
- Construction Operating Centre
Regarding the production carried out by the different Operating Centre, note should be made of the development of the following works in this first semester:
Concluded in the period:
- Remodeling of the Premises of Edifício Tecnologia III, at Tagus Park in Oeiras, for “Tagus Park, S.A.”;
- Remodeling and Finishing of buildings numbers 62 and 74, situated at Rua Garrett in Lisbon, for “Fundimo – Sociedade Gestora de Fundos de Investimento Imobiliário”;
- Contract Work for the Remodeling of the Cardiology Service (Remodeling of the Arrhythmology and Pacing Laboratory), for “Hospital de São João, E. P. E.”, in Porto;
- Enlargement and Remodeling of the Composite Area, Buildings 39, 40 and 41, for “OGMA – Indústria Aeronáutica de Portugal, S.A.”, in Alverca;
- Civil Construction Contract Work for the Building in Lot 10 of the “Gaia Nova” enterprise, for a company of Teixeira Duarte Group, in Vila Nova de Gaia;
- Building in Rua Ocidental in Campo Grande, numbers 9 and 11, in Lisbon, for “Construções Urbanas A. Lopes, S.A.”;
- Maritime Traffic Control System (VTS), for the Ministry of Public Works, Transport and Communications;
- Contract Work for Casa de Cultura e Centro de Juventude de Santana, for the Regional Government of Madeira;
- Intervention at Carlos Machado Museum, in Ponta Delgada, for the Presidency of the Regional Government of the Azores, through the Regional Directorate for Culture;
- New Head Office for the Tourist and Hotel Training School, in Ponta Delgada, for the Regional Secretariat for Education and Science, an essential infrastructure in hotel service training;
- Construction of Pretarouca Dam, in Lamego, for “Águas de Trás-os-Montes e Alto Douro, S.A.”.
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The following contract works continued over the period:
- Construction of the new Covered Market, for Torres Vedras City Hall;
- Construction of the Vodafone Building – Porto, for “Millennium BCP - Gestão de Fundos de Investimento, S.A.”;
- Construction of Lots 18 and 29 of “Lagoas Park”, in Porto Salvo, for a company of Teixeira Duarte Group;
- Remodeling and Enlargement Works of the South-East Wing, for “Hospital de São João, E. P. E.”, in Porto;
- Foundations and Structure of Building A, of Machado Castro School, in Lisbon, for “Parque Escolar E.P.E.”;
- Demolition and Coverage of Building A and Foundations and Structure of Building B, of the Future Hotel School in Lisbon, for “Parque Escolar E.P.E.”;
- Construction of the Sports Pavilion of Rodrigues de Freitas School, for “Parque Escolar, E.P.E.”, in Porto;
- Construction of the Auditorium and Other Supporting Premises of the Music Conservatory of Porto, for “Parque Escolar, E.P.E.”;
- SIP – Execution of the PM4 Building of the new paper factory in Setúbal, for “About The Future – Empresa Produtora de Papel, S.A.”;
- “Villa Park” Enterprise, Lots 27 to 33 and 42, in Amadora, for a company of Teixeira Duarte Group;
- Remodeling of the Oceanographic and Fisheries Department of the University of Azores, on the Island of Faial, for the University of the Azores;
- Remodeling of Santa Bárbara Meditation Centre, future cultural forum, in Ponta Delgada, for the Regional Directorate for Culture;
- Construction of the Basic and Integrated School of Ponta Garça, on the Island of São Miguel, for the Regional Directorate for Education and Science;
- Railway Crossroads of the River Sado, integrated in the Variante de Alcácer do Sal, of the Southern Line, for “Rede Ferroviária Nacional – REFER, E.P.”, which includes a metallic bridge of multiple arches
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with a span of 160 linear meters and whose slenderness implies innovative solutions in terms of construction and assembly, in view of the uncommon nature of the solution;
- Execution of Serzedelo ETAR II (wastewater treatment station), for “Águas do Ave, S.A.”;
- Construction of Motorway stretches on the IC24 and IC29 and construction of the Douro Bridge and Covelo Tunnel, integrated in the Douro Litoral Concession, for “DLACE – Douro Litoral, ACE”;
- Construction of the Interception System and Tidal Valve Chamber, for “SIMTEJO - Saneamento Integrado dos Municípios do Tejo e Trancão, S.A.”, in Terreiro do Paço, in Lisbon. This contract work is being implemented at a good rate and will be inaugurated within the tight deadline forecast, in the third quarter, in spite of the multiple constraints which affect works of this type, namely the archaeological discoveries.
- Execution of the “Conclusion of the Construction of Odelouca Dam” contract work, for “Águas do Algarve, S.A.”.
- Contract work for the Ribeira de S. Jorge/Arco de S. Jorge Expressway – 1st Phase, for “RAMEDM – Estradas da Madeira”.
During this semester, the following works were started:
- Contract work for the Installation of Loja do Cidadão de Murça, for “Agência para a Modernização Administrativa, I.P.”;
- Contract work for the Construction of the Energy Building, at São João Hospital, for “SUCH-DalKia – Serviços Hospitalares, ACE”;
- Contract work for the Remodeling of the Obstetrics Service (Internment) – Floor 5 of São João Hospital, for “Hospital de São João, E.P.E.”;
- Contract work for the Remodeling of Floor 9 of São João Hospital, for “Hospital de São João, E.P.E.”;
- Contract work for the Finishing and Special Premises of the Future Hotel School of Lisbon (Former Machado de Castro), for “Parque Escolar, E.P.E.”;
- Construction of the Health Club Virgin Active Building, in the “Gaia Nova” enterprise, in Vila Nova de Gaia, for a company of Teixeira Duarte Group;
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- Contract Work for the Construction of the Business and Technological Complex of Porto (3rd Phase), for “IMOFARMA – Fundo Especial de Investimento Imobiliário Fechado”;
- Contract work for the Installation of Loja do Cidadão de Vimioso, for “Agência para a Modernização Administrativa, I.P.”;
- Contract work for the Execution of the Modernization Works for Phase 2A of the Secondary Education School Modernization Program – Lot 2AN1, for “Parque Escolar, E.P.E.”, whose contract covers the following schools:
- Alberto Sampaio Secondary School, in Braga;
- Camilo Castelo Branco Secondary School, in Vila Nova de Famalicão;
- Águas Santas Secondary School, in Maia (school number 3).
- Construction of the Complementary Flood Spillway of Paradela Dam, for “EDP, S.A.”
- Mechanical Engineering Operating Center
In addition to the support to other Operating Centers involving works in their area of specialization, as well as interventions in the external market, especially in Algeria and Mozambique, the Mechanical Engineering Operating Centre continued its work in Portugal, in particular, involving the manufacture and assembly of the metallic structures for Alcácer do Sal Railway Bridge.
- Shuttering and Pre-stressing Operating Center
This Centre achieved an increase in its production, ensuring the adequacy of this increase to its structure and capacity, not only due to the operationalization of large construction yards, but also as a result of the other works of the Railway Crossroads of the River Sado at Alcácer do Sal and some bridges and viaducts of the Douro Litoral Concession, and also due to the continued support provided by other areas of the Company for the sound development of work.
Also of great importance to the performance of this structure of the Company was the start-up of the activity in Angola, especially relative to the execution of the works of its specialization for the Bridge and Viaducts over the River Kwanza, at Muxima, for which a variety of relevant equipment was mobilized.
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- Commercial Area
Having presented the operating activity of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, we will now report several notes on the results and outlook for the sales area, based on the information obtained up to the end of the first semester.
The joint effort of the different sectors of the Company on an individual basis, from the Technical-Sales to the Production section, has led to the presentation, during the first six months of the year, of 215 proposals, of the total value of 1,032,324 thousand euros.
Therefore, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” was present at important public and private tenders launched in Portugal, of which the following are of particular interest:
- Contract Work for the Construction of the Business and Technological Complex of Porto, for “IMOFARMA – Fundo Especial Imobiliário”;
- Contract work for the Execution of the Modernization Works for Phase 2A of the Secondary Education School Modernization Program – Lot 2AN1, 2AN4 and 2AN8, for “Parque Escolar, E.P.E.”;
- Proposal for the International Public Tender for the Concession of the Design, Construction, Financing, Maintenance and Provision, for the entire period of the Concession of the Railway Infrastructures of the Poceirão to Caia Stretch, for the Portuguese State, at BAFO (Best and Final Offer) phase.
- Sub-concession of the Motorway Stretches and Associated Road Sets designated as “Pinhal Interior Sub-concession”, for “EP – Estradas de Portugal, S.A.”, at BAFO (Best And Final Offer) phase;
- Proposal for the Signing of the Management Contract of the Hospital Building of Todos-os-Santos Hospital, for the Portuguese State;
- Contract work for the Vasco Gil / Fundoa New Link, at elevation number 500 – 2nd Phase, for “RAMEDM – Estradas da Madeira”.
- Contract work for the Ribeira de S. Jorge/Arco de S. Jorge Expressway – 2nd Phase, for “RAMEDM – Estradas da Madeira”.
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C. HOLDINGS AND ASSOCIATIONS
For BEL-ere - Engenharia e Reabilitação de Estruturas, S.A., 100% owned by Teixeira Duarte Group, the forecast of a positive evolution in the sector's production in Portugal were not confirmed, due to the crisis installed in the country's economy and, in particular, in this specific segment of engineering works.
In view of these difficulties and as a result of the dynamism and dedication of its staff, BEL, S.A. continued to focus on external markets, namely by maintaining its activity in Mozambique and Algeria – where its technical capacity has been recognized – and by starting work in Angola and Spain.
Among the different contract works in Portugal, the following are of particular importance:
The conclusion of:
- Rehabilitation and Strengthening of the Building Subject to Accident in Setúbal, for the Condominium Administration. Contract work for Design / Construction which, apart from the reconstruction of the entire area affected by the gas explosion which occurred in November 2007, also sought to strengthen the building against seismic activity, with the execution of metallic structures and application of carbon fibers;
- Contract work for the New Court of Justice of Sines, for the Financial Management Institute of the Ministry of Justice, which involved the adaptation of a residential building, of five floors and basement, in the new judicial premises. This work was especially complex due to the execution deadline of only one month;
- Rehabilitation of S. Francisco Convent, in Coimbra, for the City Hall, which involved structural reinforcement, the rehabilitation of façades and geological and archaeological prospection work;
- Rehabilitation and Reconstruction of D. Zameiro Bridge over the River Ave, for “EP – Estradas de Portugal, S.A.”, which consisted in the reconstruction of the arches and tile work in ruins of this medieval structure, as well as new surfacing of the entire structure;
- Improved Accesses in Loulé City Hall building, in which a panoramic elevator was installed with landscape designing of the surrounding external areas;
- Rehabilitation of the Clinquer Elevator Towers, in Souselas, for CIMPOR. Contract work for the rehabilitation of reinforced concrete and metallic structures with an important component of work at a height, carried out by teams of mountaineers.
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The continuation of:
- Remodeling of Administrative Building of the Medical and Rehabilitation Centre of Alcoitão, for Santa Casa de Misericórdia de Lisboa, which includes the strengthening of the foundations using micro-piles, strengthening of the super-structure, finishing and special premises;
- Rehabilitation of the Bridge over the River Caldo, at the reservoir of Caniçada Dam, for “EP – Estradas de Portugal, S.A.”, consisting in the concrete rehabilitation, reinforcement with exterior pre-stress and carbon covers, as well as the waterproofing of the deck, surface and pavements;
- Rehabilitation of Bico Bridge, at Braga, for “EP – Estradas de Portugal, S.A.”, involving the cleaning of all the stone facing blocks, strengthening of the foundations of the pillars and arches, waterproofing of the deck and surfacing.
From a sales perspective, note should be made of the contracting of works of the value of 5,711 thousand euros in Portugal, representing growth to more than double the figure achieved in the first six months of 2008.
E.P.O.S. - Empresa Portuguesa de Obras Subterrâneas, Lda., is 100% owned by Teixeira Duarte Group and, following the deliberation of the Annual Meeting of Shareholders held on 25 March 2009, there was an increase in its share capital to 7,500,000 €, through the incorporation of reserves.
In January 2009, yet another important contract was signed with “Somincor – Sociedade Mineira de Neves Corvo, S.A.”, covering a series of mining infrastructure execution works to be developed up to 2011. The works are being carried out at a good rate, with 3.8 km of tunnels having been built and 17,000 m3 of concrete projected, between January and June.
In the “Construction of the Ribeira de S. Jorge – Arco de S. Jorge Expressway – 1st Phase – Tunnels” contract work for “RAMEDM – Estradas da Madeira, S.A.”, the conclusion of which is forecast for the month of October 2009, the excavation of approximately 900 meters of tunnel has been finished and work is in progress relative to the placement of reinforced concrete to entirely cover the structure.
On 15 June, another stage was started of the construction of the Mina de Feitais infrastructure in Aljustrel, under the contract work for the “Conclusion of the Santa Bárbara Crushing Chamber and Gallery” contracted with “Pirites Alentejanas, S.A.”.
On the same date, work was also started relative to the sub-contract work for the “Excavation and Containment of the Stretch of Tunnel between PK 26+959 and PK 26+727”, integrated in Porto Underground and contracted by “LGC - Linha de Gondomar, Construtores, A.C.E.”.
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In the month of June, the company received confirmation of the adjudication of another important work, to be carried out under a sub-contract work regime, for “Infratúnel – Construtores do Túnel do Marão, A.C.E.”, aimed at the Construction of Marão Tunnel between PK 19+600 and PK 16+775, corresponding to approximately half of its total length, which is forecast to start on 01 July with an execution deadline of thirty-two months.
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. is a company 60% owned by Teixeira Duarte Group and particularly specialized in railway work, the national market of which continues to show little activity and with low number of tenders for works – therefore it is not yet forecast that this will be the year of the announced recovery of this market. Operations abroad were lower than expected, as a result of the delay in the start-up of the Thenia - Tizi Ouzoue work in Algeria and slowdown of the contract works in Morocco.
Of the different works being carried out in Portugal during the semester, the following are of particular importance:
- Provision of Maintenance Services of the Track and Geotechnics of the Beira Alta Line, for “Rede Ferroviária Nacional – REFER, EP”
- Replacement of the pinnings of the Luiz I Bridge, over the River Douro, of Porto Underground, for “TRANSMETRO, ACE”;
- Full Renovation of the Track between Pk 178+400 and Pk 188+500 of the Beira Baixa Line, for “Rede Ferroviária Nacional – REFER, EP”
- Construction of the Upper Platform and Access to the PMO of Guifões, for “METRO DO PORTO,S.A.”.
In the sales area, the contracting of the following works were of significant importance in the national market:
- Contract work for the Northern Line - Sub-stretch 1.3 - Setil /Entroncamento - Rehabilitation of the Track between Kms 70,450 and 105,100, in a consortium led by SOMAFEL, S.A., for “Rede Ferroviária Nacional – REFER, EP”
- Full Renovation of the Track between Pk 178+400 and Pk 188+500 of the Beira Baixa Line, in a consortium led by SOMAFEL, S.A., for “Rede Ferroviária Nacional – REFER, EP”
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. is a company 100% owned by the abovementioned SOMAFEL, S.A., specialized in railway and maritime works and which has also been greatly penalized by the recessive circumstances in the construction sector.
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Of the different work being carried out over the first six months of the year, the following contract works are of importance in Portugal:
- Execution of the Pedras Rubras urban insertion works, interface and accesses to the 12A upper platform, in the municipality of Maia, for METRO DO PORTO, S.A.
- Rehabilitation / Reconstruction of Quay Breakwater of Ericeira Port, for the Port and Maritime Transport Institute.
- Rehabilitation and Strengthening of the Quay between Santa Apolónia and Jardim do Tabaco, for “Administração do Porto de Lisboa, S.A.”.
From a sales perspective and in Portugal, several works were contracted, of which the following should be noted:
- Full Renovation of the Track between Pk 178,400 and Pk 188,500 of the Beira Baixa Line, for “Rede Ferroviária Nacional – REFER, EP”
- Contract work for the Rehabilitation of the Track of the Northern Line - Sub-stretch 1.3 - Setil/Entroncamento between Kms 70,450 and 105,100, for “Rede Ferroviária Nacional – REFER, EP”
- Regularization of Ribeira de Silvade, for “Rede Ferroviária Nacional – REFER, EP”.
IV.1.3 - EXTERNAL MARKET
This chapter will refer to our most significant operations abroad, carried out by both “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” and by its participated companies operating in the Construction sector. Apart from the performance in other countries such as France. Libya, São Tomé e Príncipe, Tunisia and Ukraine, we will highlight only the most important external markets for this business area.
- ANGOLA
Although there has been a notable improvement in the obtaining of work visas for expatriate personnel, there continue to be constraints in the retrieval of goods, at both Luanda port and at the airport, creating difficulties in activity and increasing production costs.
In spite of these logistical difficulties, it was possible to reach a growth of 25% in the activity, relative to the same period of the previous year.
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During the semester, the following were concluded: various bank agencies for “Banco de Fomento de Angola”, “BES Angola” and “Millennium BCP”; the work of the Bridge over the River Giraúl, in Namibe, for I.N.E.A. and the Ekumbi Building, for a local Real Estate Agency and destined for residential purposes.
The execution of various works was continued, of which we highlight:
- The Espírito Santo building for Escom, with its conclusion being forecast for the second semester of 2009;
- The Headquarter Building, for the oil company CHEVRON;
- The Head Office Building for INACOM;
- The new Bridge over the River Kwanza, between Cabala and Muxima, for I.N.E.A.;
- The construction of the administrative building and accesses of the 4 vaults, for the customer PRESILD;
- The Coqueiros Building, for a company of Teixeira Duarte Group.
In the roads and communications area, the Rehabilitation of Avenida Hojy Ya Henda continued in Luanda.
In the Geotechnics and Foundations area, we highlight amongst others, the contract works for the customers IMOBILIS and ESCOM, relative to the execution of molded walls and excavation of 8 basements, thus finishing the peripheral containment works at Torres do Carmo Building.
- ALGERIA
Turnover in Algeria remained, in this period, at the same level as that obtained in the first semester of the previous year, with the conclusion of some works in progress and delay in the start-up of the new construction yards being factors which may still, albeit not significantly, penalize the rate of production in the second semester of 2009.
Of the work in progress, the following are of importance:
- 2ème Rocade Autoroutiere D’Alger Sur, for “ANA – Agence Nationale des Autoroutes”;
- El Oued – Assainissement des Eaux Résiduaires Pluviales et Lutte Contre La Remontée de La Nappe Phréatique de La Vallée D’el Oued (Tranche 2), for ONA – Office National de L´Assainissement;
- El Harrach-Douera Pour L’ Aménagement du Périmetre de La Mitidja Centre – for ONID – Office
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Nationale de Irrigation et Drainage;
- MAO – Projet de Adduction du Couloir Mostaganem-Arzew-Oran – LOT 3.1 – for ANBT – Agence Nationale de Barrages et Transferts, including the production of Pre-stressed Concrete with Steel Cylinder pipes in our factory built for the effect at Fornaka.
In terms of Portuguese associated companies, the following should be noted:
- The conclusion, by BEL, S.A., of the Rehabilitation of the Riad El-Feth Complex, in Algeria, for Wilaya d’Alger. This is a 90m high reinforced concrete structure, the surface of which is being rehabilitated together with the entire surrounding area, including gardens, cut stone surfaces and the lighting of this symbolic building of the capital of Algeria;
- SOMAFEL, S.A., has continued the renovation of the “El Gourzi/Biskra/Touggourt” track, for ANESRIF (Agence Nationale d`Etudes et de Suivi de la Réalisation des Investissements Ferroviaires), with the delay in the start-up of the contract work of Thenia - Tizi Ouzoue having penalized the company's performance;
- OFM, S.A. has continued with the contract work in progress:
- Execution of the Beni-Saf Desalination Plant outfall, for “UTE Desaladora Beni-Saf Construcción”;
- Réalisation d'un Poste Mixte Gazier et Huilier, for “Entreprise Portuaire de Bejaia, E.P.E.”, in Bejaia.
During this period, OFM, S.A. was adjudicated a further two contract works:
- The construction of “Station de Pompage et Filtration de l'eau de Refroidissement”, of the Combined Cycle Plant, at Terga, for ORASCOM.
- The construction of a marginal retention at the Combined Cycle Plant of Koudiet Ed Draouch, Annaba, for IBERDROLA.
- BRAZIL
The construction activity in Brazil is developed through the participated company “EMPA, S/A – Serviços de Engenharia”, with head office in Belo Horizonte, State of Minas Gerais, which operates in the heavy construction sector in several states of this country and the activity of which, during the first semester of 2009, decreased considerably in comparison to the same period of the previous year, primarily due to the delay in the start-up of important works.
During the period, the following contract works were concluded:
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- Construction of the BR-285/RS road - 30 km, for DNIT - Departamento Nacional de Infra-Estrutura de Transportes;
- Areia Branca Hydroelectric Plant, for GDF Suez;
Works were continued relative to:
- Construction of the BR-474/MG road - 195 km, for DER/MG - Departamento de Estradas de Rodagem de Minas Gerais;
- Oil Prospection Infrastructure, for PETROBRÁS;
- Cajú Hydroelectric Plant, State of Rio de Janeiro, for ENERGISA;
- Santo António Hydroelectric Plant, State of Rio de Janeiro, for ENERGISA;
- São Sebastião do Alto Hydroelectric Plant, State of Rio de Janeiro, for ENERGISA;
- Rio do Braço Hydroelectric Plant, State of Rio de Janeiro, for “Banco Pactual”;
In these first six months, works were started relative to:
- Restoration and Improvement of the BR-285/RS - 100 km, for DNIT - Departamento Nacional de Infra- Estrutura de Transportes;
- Thermoelectric Plant, State of Bahia, for MULTINER, S.A..
Regarding the contract work in progress, it is important to note the start of an enterprise consisting of four hundred apartments in the city of São Paulo, for a company of Teixeira Duarte Group, which represents the first operation of this participated company in the building construction sector.
- SPAIN
In spite of the very unfavorable circumstances, as a result of the greater impact of the global crisis suffered in Spain, Teixeira Duarte Group continued its action in this sector in the same geographical areas, in other words, in the communities of Madrid and Andalusia.
During the semester under review, the following contract works were of particular importance:
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The conclusion of:
- Construction of the new Municipal Swimming Pool for the Municipality of Torrejón de la Calzada, Madrid;
- Execution of 1000 and 1500 mm foundation piles for 2 viaducts of the high-speed rail line linking Barcelona to the French frontier, Soterramiento del AVE in Montmeló / Barcelona, also for the “FERROVIAL – Agroman, S.A.”;
- Execution of pile foundations in 1500 mm tubes for part of the Segarra Channel, in Lérida, for the consortium “BRUESA, S.A.” - “PLODER, S.A.”;
The continuation of:
- Construction of the Premises for the Waste Collection and Cleaning Services of the City, for the municipal company “ALGESA”, in Algeciras, as well as the Premises for the Municipal Centre of Praias and Pinhais, in El Puerto de Santa Maria, amongst other urban design work and the Remodeling of several public gardens;
- Execution of part of the 30,000ml pile foundations of 950 mm for the curtain containment support of the Metro channel of Granada, for “FERROVIAL – Agroman, S.A.”;
Start-up of the Rehabilitation of “Fuente Grande de Ocaña e Adquecuação da Zona Envolvente”, for the municipality of Ocaña.
In the second semester of the year, it is forecast that the works in progress will be concluded and various others will be started, some of which have already been adjudicated and started up, in the context of the FEIL Fund (Fundo Estatal de Inversión Local), with it being expected that the turnover will be maintained, in spite of the greater difficulty in obtaining works, as a result of the adverse economic climate.
- MOROCCO
In this market, the Group has pursued its operations through “SOMAFEL, S.A.”, namely with the continuation of the following contract works:
- Renovation of 70 km of rail track between Tangier and Mechraa Bel Ksiri, for “ONCF – Office National des Chemins de Fer”;
- Construction of 123 km of ballast rail track, between Taourit and Beni Ansar, with 7 km of sleeperless rail track, for “ONCF – Office National des Chemins de Fer”;
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- Construction of 5 km of sleeperless rail track at the Tanger Méditerranée port, for “ONCF – Office National des Chemins de Fer”.
- MOZAMBIQUE
In spite of the signs of a deceleration of the Mozambican economy, the construction sector has shown a normal performance during the first semester of 2009, in terms of tenders as well as relative to the adjudication of works, with the continuation over the last few months of the launching of new tenders with financing, but of a quantity greatly lower than that observed in the last semester of 2008.
With the adjudications conquered in 2008 and in the first semester of 2009, Teixeira Duarte has maintained a portfolio of works above average levels, with the performance in the school construction and bridge rehabilitations areas having been of particular importance.
The following were the most important of the works carried out in the first six months of the year:
Conclusion of:
- Construction of the PS-Laulane Sub-station, for Isowat Moçambique, Limitada, in Maputo;
- Rehabilitation of the head office of DATI, for “Telecomunicações de Moçambique – TDM”, in Inhambane;
- Rehabilitation of the Quay Bridges of Maputo and Catembe, for the Ministry of Transport and Communication, in the Province of Maputo;
- Construction of a building for external appointments, for ICOR – Instituto do Coração, in Maputo;
- Rehabilitation of São Sebastião Fortress, on the Island of Mozambique, for UNESCO / Ministry of Education and Culture, in the Province of Nampula;
- Rehabilitation of the “Utomi Park” building – National Department of Public Accounts and the Budget, in the Province of Maputo;
- Updating of infrastructure and extension of the security equipment, for “KUDUMBA - Investments Lda.”, in the Province of Maputo;
- Construction of the cargo inspection area at Maputo Port;
- Construction of four residential units and a ceremonial area, for the Eduardo Mondlane Foundation (2nd
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Phase) – Ministry of Education and Culture - DIPLAC, in Nwandjahane – Manjacaze, in the Province of Gaza;
During the same period, the following were continued:
- Lot 01 – Construction of the Executive Council Building, for Eduardo Mondlane University, in Maputo;
- Lot 02 – Construction of the Faculty of Science Building, for Eduardo Mondlane University, in Maputo;
- Design and Construction of buildings for Ministries (Youth and Sports; Tourism and Civil Service), for BCI – Fomento, in Maputo;
- Design and Construction of a building for the Ministry of Labour, for the Owner of the work BCI – Fomento, in Maputo;
- Construction of the Full Primary School in the city of Chitima, for the Provisional Directorate for Education and Culture of Tete, Ministry of Education and Culture;
- Construction of the Full Primary School in the city of Tete, for the Provisional Directorate for Education and Culture, Ministry of Education and Culture;
- Construction of the Teachers Training Institute of Chitima, for the Provisional Directorate for Education and Culture, Ministry of Education and Culture;
- Construction of the Teachers Training Institute of Tete, for the Provisional Directorate for Education and Culture, Ministry of Education and Culture;
- Construction of the Pedagogical University of Tete, for the Provisional Directorate for Education and Culture of Tete, Ministry of Education and Culture, in the Province of Tete;
- Rehabilitation of the Agricultural School of Chokwé, for the Ministry of Education and Culture, in the Province of Gaza;
- Construction of Chidzolomondo Secondary School, for the Ministry of Education and Culture;
- Construction of Mugeba Arts and Crafts School, for the Ministry of Education and Culture, in the Province of Zambezia;
- Construction of the Macia Secondary School, for the Ministry of Education and Culture, in the Province of Gaza;
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- Construction of the Regional Resource Centre for Disabled Persons of Tete, for the Ministry of Education and Culture;
- Construction of the Higher Polytechnic Institute of Geology and Mines of Tete, for the Ministry of Education and Culture, in the Province of Tete;
- 1st Phase of the Construction of Fé Cathedral, at Avenida 24 de Julho, in Maputo, for IURD;
In these first six months, contract works were started relative to:
- Reconstruction of Beira fishing port and construction of the processing factory, ice-making factory, refrigeration chambers and supporting premises at Beira, for the Ministry of Fisheries, in the Province of Sofala;
- Rehabilitation of the bridge linking the Island of Mozambique – Phase III and rehabilitation of the Jetty – Phases 1 and 2, for “ANE – Administração Nacional de Estradas”, in the Province of Nampula;
- Rehabilitation of the “Samora Machel” Bridge over the River Zambezi in Tete, for “ANE – Administração Nacional de Estradas”;
- Construction of supporting infrastructure for the application of security equipment in Nacala port area, for “KUDUMBA - Investments Lda.”, in the Province of Nampula;
- Construction of supporting infrastructure for the application of security equipment on rail tracks, for “KUDUMBA - Investments Lda.”, in Maputo;
- Construction of supporting infrastructure for the application of security equipment in Beira port area, for “KUDUMBA - Investments Lda.”, in the Province of Sofala;
The following works are forecast to start in the second half of 2009:
- Transformation of Manhiça Health Centre into a Rural Hospital, for the Ministry of Health – Planning and Cooperation Department, in the Province of Maputo;
- Construction of the Lionde-Chokwé Agricultural Sciences Polytechnic Institute, for the Ministry of Education and Culture, in the Province of Gaza.
The participated company BEL, S.A. successfully continued its operations in this country, where it even constituted a local company, with the following contract works having been of particular importance:
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- Conclusion of the Rehabilitation of São Sebastião Fortress, on the Island of Mozambique, for UNESCO, a work of a high cultural value;
- Conclusion of the Rehabilitation of Inhambane and Maxixe Quay, for Teixeira Duarte (Moçambique), Lda;
- Conclusion of the Rehabilitation of Maputo and Catembe Quay, for Teixeira Duarte (Moçambique), Lda;
In the same period, contract work was started for “ANE – Administração das Estradas de Moçambique” relative to the Rehabilitation of Samora Machel Bridge in Tete and the Rehabilitation of the Bridge and Jetty of the Island of Mozambique.
- VENEZUELA
In Venezuela, good progress was registered in the works contracted between the local participated company “TEGAVEN, CA” and “PDVSA – Petróleos da Venezuela, S.A.”, and although there was a decrease in comparison to the same period of the previous year, it is forecast that for the total of the year, an increase will be achieved in activity related with 2008.
However, the execution of the contracts of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” slowed down, especially as a result of the restructuring of the local administration, but is forecast to return to normal by the end of the current year.
In the area of Geotechnics and Foundations, note should be made of the geophysical prospection and geotechnical recognition works, an important preliminary step for the “Ampliación y Modernización del Puerto de la Guaira” contract work, for the Ministério del Poder Popular para la Infra-estrutura of the Bolivarian Republic of Venezuela.
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IV.2. - CEMENT, CONCRETE AND AGGREGATES
This sector has been individualized in Teixeira Duarte Group since 2004, currently being developed through a group of companies operating abroad, of which two essentially operate to support the Construction activity in Angola and the rest are integrated in “C+P.A. – Cimento e Produtos Associados, S.A.”, a company 52% owned by Teixeira Duarte Group, with the remaining 48% belonging to Grupo CIMPOR.
On 28th April 2009, Teixeira Duarte and “CIMPOR - Cimentos de Portugal SGPS, S.A.” signed an Memorandum of Understanding relative to the termination of the joint holding in the abovementioned “C+P.A. – Cimento e Produtos Associados, S.A.”, through the sharing of the assets owned by this jointly participated company.
The said Memorandum of Understanding established a series of assumptions or conditions, namely the negotiation and signing of the necessary binding contractual instruments, with this agreement being subject to the obtaining of all the legally required authorizations or approvals as well as third party agreements, within the period of three months, which could be extended through the mutual agreement of the parties.
After all the diligences pertinent to the affair had been completed, the assumptions or conditions established in that Memorandum of Understanding had not been met, leading to the conclusion, namely, of the impossibility, with a definitive character, of obtaining from third parties the agreements required for the realization of the series of operations as forecast, resulting in the expiry of this agreement on this past 28th July.
In the cement area, the priority of Teixeira Duarte is the valorization of its holding in “CIMPOR – Cimentos de Portugal SGPS, S.A.”.
Teixeira Duarte considers that the other cement assets of the Group are for sale, reinforcing the need for the development of the respective projects until together with and with respect for the partners involved, their disposal is the most advantageous solution.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, the Turnover in the Cement, Concrete and Aggregates sector stood at 8,686 thousand euros, reflecting a very strong reduction due to the fall in demand in Ukraine, a country where Teixeira Duarte has its most significant production unit.
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Consolidated Turnover
20,000 17,797 17,147
15,000 8,686 10,000
5,000
0
1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
As a result of the considerable reduction in turnover and due to the associated fixed cost structure, EBITDA were greatly penalized, reaching the negative value of 2,642 thousand euros.
Consolidated EBITDA
6,000 4,734
4,000 2,415 2,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009 -2,000
-4,000 -2,642
(Values in thousand euros)
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income of the companies of the Group which operate in the Cement, Concrete and Aggregates sector reached the total value of 12,946 thousand euros, reported exclusively relative to activities developed abroad.
- ANGOLA
The Group operates in Angola through “ANGOCIME, Lda.” and “BETANGOLA, Lda.” – the first in the cement area and the second in the concrete and aggregates area –, as well as through the operation of the crushing plant owned by “Teixeira Duarte - Engenharia e Construções, S.A.”.
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The sector continues to be affected by the irregular supply of cement and by the increase in the provisioning cycles of crushed rock, due to the increasingly greater distances between the source locations of the raw materials, as well as due to the difficulties in passing through the City of Luanda, which are factors of significant importance in the aggravation of the cost of the final product, although in the first six months of 2009 the activity maintained the same level as that registered in the same period of the previous year.
- SPAIN
In this country, “C+P.A., S.A.” owns 48.57% of the capital of the company “ARENOR, SL”, involved in the mining of aggregates, manufacture and marketing of concrete, with its activity having been substantially decreased as a result of the disposal of other companies in which it owned holdings, and which operated in the region of Seville.
- MACAU
C+P.A., S.A. remained associated to its shareholder CIMPOR, S.A. and to the local partners of Teixeira Duarte, for the development of activities in the strategic market of the Popular Republic of China, through the company with head office in Macau, under the name of “Sociedade de Investimento CIMPOR MACAU, S.A.”, of which C+P.A., S.A. owns 25% and which owns holdings in several other companies registered in China.
These local companies have a total of two production lines of clinker each with a capacity of 2,800,000 tons/year and two cement milling units, one with a production capacity of 1,200,000 tons/year and the other of 600,000 tons/year, operating in the Provinces of South Shandong and Jiangsu, including the region of Shanghai.
During the semester, the following factors were of importance:
- Increase from 80% to 100% of the participated company owned by the abovementioned “Sociedade de Investimento CIMPOR MACAU, S.A.”, in the local sub-holding which owns the positions in other operating companies.
- Constitution of a company registered in China, “Cimpor Zaozhuang Cement Corporation, Ltd.”, aimed at operating the new factory at Shanting;
- Continuation of the construction work relative to the new factory at Shanting and milling factory at Huainan.
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- NAMIBIA
The project in progress of C+P.A., S.A. in Namibia is carried out through the company registered in Namibia under the name of “KARIBIB PORTLAND CEMENT, Limited”, the head office of which is in Windhoek, Namibia.
Following a long and complex administrative process involving various Namibian authorities, this participated company now has a mining license and an environmental license, which permit starting the execution of the work relative to the installation of a clinker production factory in the city of Karibib, with a view to the production of cement.
During the first semester of this year, both the qualitative and quantitative analysis was carried out of the material of the rock quarries of Karibib, aimed their use in the clinker factory, with the results obtained having been very positive.
The technical and commercial negotiations were concluded with the potential suppliers of equipment for a 1,500tpd clinker production line. In the context of the revaluation of the planned investment and with a view to testing the market, the importing of cement was started (10,000 tons) during the past month of May.
- RUSSIA
C+P.A., S.A. maintained the 70% holding in the Company registered in Russia, under the name of “MMK CEMENT, Limited”, for the purpose of acquiring premises and obtaining the licensing to operate at the port of Murmansk, situated in northern Russia, as well as installing a storage unit of cement for sale in that market.
- UKRAINE
The company registered locally “CEMENT, Ltd.”, 100% owned by C+P.A., S.A., continued its activity focused on the operation of the cement factory owned by it at Odessa, having been greatly constrained by the market difficulties.
Indeed, following the unfavorable circumstances triggered as of the fourth quarter of 2008, sales were extremely penalized, having fallen by approximately 50% by the end of June 2009.
During this period, the administrative procedures of the licensing process for the future installation of the new unit were continued, with it being expected that by this next month of September the concession of the land will be guaranteed where the factory can be installed.
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IV.3. - CONCESSIONS AND SERVICES
Teixeira Duarte Group began to operate in this area in 1984, in Macau, through a holding which it still owns and to which it has added, over these twenty five years, others in Portugal, Angola, Brazil, Spain and Mozambique.
Currently, the companies of the Group focus on business areas of different nature, with emphasis on the environment, transport, concessions, in particular road, as well as technology and real estate management.
Therefore, the review made below presents the description of the operations divided into countries and, within each, by each company.
In this sector, Teixeira Duarte also owns various minority holdings in other entities the management of which is not conducted by the Group's structures and which, in almost all cases, are not part of its consolidation perimeter. Some notes are also presented at the end of this chapter on the most important ones.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in the Concessions and Services sector stood at 20,382 thousand euros, reflecting an increase of 4.7% in relation to the total reached as at 30 June 2008.
Consolidated Turnover
25,000 19,467 20,382 20,000
15,000 9,039 10,000
5,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
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EBITDA increased by 23.4%, which is considered very significant in view of the evolution in Turnover, with this result essentially being due to the good performance of the participated company TDGI, S.A., both in Portugal as well as in the external markets in which it has been expanding its action.
Consolidated EBITDA
5,000 3,930 4,000 3,184 3,000
2,000 1,409
1,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income of the companies of the Group which operate in Concessions and Services sector reached the total value of 31,835 thousand euros, with 59% being the outcome of activity developed in the external market and 41% in Portugal.
IV.3.1. - INTERNAL MARKET
In view of the diversity of the Group's business in this sector in Portugal, the review of the activity will be presented by company and not as a whole.
BONAPAPEL - Artigos de Papelaria e Equipamentos Informáticos - Unipessoal, Lda., 100% owned by Teixeira Duarte Group, continued during the semester the marketing of paper related articles at its establishment in “Shopping Cidade do Porto”.
The Portuguese branch of the company registered in Spain, GSC - Compañia General de Servicios y Construcción, S.A., continued its activity in Portugal, with the execution of the important contract signed for the Concession of Solid Urban Waste Collection and Public Cleaning in the City of Porto being carried out through the commercial company INVICTAAMBIENTE - Recolha de Resíduos e Limpeza Pública, S.A., constituted by the former for such effect, in compliance with the obligation arising from that adjudication by the City Hall of Porto.
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Of interest, as a particularity of this concession contract, is the fact that one of the attributions of INVICTAAMBIENTE, S.A. is the management and integration of over one hundred workers of the City Hall of Porto in its productive force, under an assignment regime, for the entire duration of the concession contract. This process, as well as the development of the activity, has taken place within the bounds of normality.
RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A. is a company 100% owned by Teixeira Duarte Group, working in the areas of the design and operation of cleaning and urban hygiene systems, in urban and industrial solid waste management systems, as well as in the execution and maintenance of gardens and green areas, providing a vast series of services in the area of the environment.
During the semester, higher levels of activity were reached in comparison to those obtained in the same period of 2008, which enabled the full use of the available human resources and equipment.
Nevertheless, the circumstances of this business area have been very unfavorable, essentially as a result of the substantive deterioration in the prices practiced, the strong reduction in the average value of the proposals presented at the tenders and increase of the average collection periods, which implies an inevitable aggravation of the financial costs.
The outlook for the following semester indicates the continued growth of operating income, in spite of some important contracts having reached their end.
SATU-OEIRAS - Sistema Automático de Transporte Urbano, E.M. is a municipal company of which “TEIXEIRA DUARTE - Engenharia a Construções, S.A.” owns 49% and is entitled to direct intervention in the respective management.
The company continued the normal operation of the System, with a tariff increase having been approved from the month of July.
Following the “Pre-Viability Study of the Expansion of SATU-OEIRAS” – which revealed the financial viability of the project –, in July an Agreement between the Municipal Company and Municipalities of Oeiras and Sintra was signed, with the study aimed at the implementation, extension and operation of the Automatic System so as to enable the pendulum transport of passengers between the railway lines of Cascais and Sintra, a link which is already noted in PROT-AML.
TDGI - Tecnologia de Gestão de Imóveis, S.A. is a company 100% owned by Teixeira Duarte Group which focuses on the technical management and maintenance of installations and enterprises.
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Over the first semester of 2009, this participated company strengthened its activity in various areas of action, with particular emphasis on the sectors of Analysis and Diagnostics, Certification and Energy Optimization, as well as the Study, Design and Remodeling of Installations. The area of Technical Management and Maintenance has also grown at a good pace, in spite of the climate of contention shown by most of its customer companies.
About the work developed over the first semester, the following are of particular interest:
In the area of the Technical Management and Maintenance of Installations, the start of the contracts for Queluz National Palace and for the Office Park Expo enterprise (Judiciary City), signed with “OFFICE PARK EXPO - Fundo de Investimento Imobiliário Fechado”, as well as the study of the proposals for Todos-os-Santos Hospital and the Central Hospital of the Algarve, both under public-private partnerships;
In the area of Analysis and Diagnostics, Certification and Energy Optimization, the start of several interventions under the new legislation on energy and inside air quality certification;
In the area of the Study, Design and Remodeling of Installations, the Project Management of the new head office of JET REPUBLIC, at “Lagoas Park”, in Porto Salvo.
TDHOSP - Gestão de Edifício Hospitalar, S.A. is a company 100% owned by “TEIXEIRA DUARTE – Engenharia e Construções, S.A.”, the object of which is the management of the New Hospital of Cascais for a period of 30 years, which includes the design, project, construction, financing, conservation and maintenance activities.
“Teixeira Duarte – Engenharia e Construções, S.A.” is responsible for the construction contract work, while the maintenance of the future building will be carried out by “TDGI - Tecnologia e Gestão de Imóveis, S.A.”.
TDHOSP, S.A. has developed its activity with a view to ensuring that the work is carried out as planned, coordinating the different entities involved so as to create the conditions for excellent performance during the operating phase of the future building.
In spite of the difficulties created by the lack of definition of the characteristics of the clinical equipment required for the preparation and execution of the contract work, this project has been carried out at a good rate, with the implementation rate of the work being 53.8%, when the figure established in the contractual calendar was 51.9 %.
AEDL - Auto-Estradas do Douro Litoral, S.A. is a company in which “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” owns a holding of 18% of the respective share capital and which signed the Douro Litoral concession contract with the Portuguese State at the end of December 2007.
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This agreement will last for a period of 27 years, with the object being the design, project, construction, increase in the number of lanes, financing, conservation and operation of the associated motorway stretches and roadways, under the name of “Douro Litoral Concession”, of a total of 129 Km, on 78 Km of which the users are subject to the payment of a toll.
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. is a company exclusively focused on the management, under a concession regime, of the two road Crossings of the River Tejo, in the region of Lisbon, in which “Teixeira Duarte – Engenharia e Construções, S.A.” owns 7.5% of the share capital.
In spite of the crisis experience in the Portuguese economy in the first semester of 2009, there was a very slight reduction in the combined overall traffic of the two concessioned bridges, with this decrease of 0.8% being comparative to the previous year.
This contraction was not reflected in the revenue from toll collection, which increased by 2.5% and which, combined with strong policy on cost control, especially relative to financial costs, allowed the company to obtain net income of 4% above its budget and 12% greater than that registered in 2008.
IV.3.2. - EXTERNAL MARKET
- ANGOLA
EDUCARE - Actividades Educativas e Culturais, Lda. is a company 100% owned by Teixeira Duarte Group, constituted in 2007 for the development of the “Colégio São Francisco de Assis” project in Luanda, which aims to provide a solution to meet the needs of demanding and culturally diverse customers, ensuring the education of children and youth from the age of 3 years upwards.
This company started its activity in September 2007 with the opening of the provisional premises of the College in Talatona, Luanda-Sul, and has since this date confirmed its position in the country's educational scene as a multicultural unit of excellence, which has been reflected in an impressive doubling of the number of students enrolled in the 2008/2009 academic year.
TDGI - Tecnologia de Gestão de Imóveis, Lda (Angola) strengthened its technical team over the first semester of 2009 in the area of engineering and specialized technical staff, with a view to meeting the different requests of the market.
The implementation of solutions in some projects of Teixeira Duarte Group, namely, the new Automobile Centre and new Logistics Centre of MAXI, have not only enabled meeting the internal needs in the area of
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the Technical Management and Maintenance of Installations, but have also permitted gaining size and capacity to respond to market requests, thus consolidating the image and external credibility of the company.
- BRAZIL
TEBE, S.A. is a company registered in Brazil, with head office at Bebedouro, State of São Paulo, 33.33% owned by EMPA,S.A., a participated company of Teixeira Duarte Group, acting as concessionaire of a state road of 156 Km, located in the interior of the State of São Paulo, linking the cities of Barretos and Bebedouro, an agricultural and animal husbandry region and a major producer of sugar cane.
During the semester under review, there was a slight reduction in traffic, namely of heavy vehicles, in comparison to the first six months of 2008.
EMPA, S/A continued its development of various projects for Small Hydroelectric Plants based on the hydroelectric inventory in the States of Minas Gerais, Bahia and Mato Grosso do Sul. During the semester were accomplished significant developments concerning the licensing of two of those projects.
- SPAIN
GSC – Compañia General de Servicios y Construccion, S.A. is a company with head office in Madrid, 100% owned by “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, focused on the provision of services related to the waste market and several operations in the area of the maintenance and management of green areas and property, also carrying out construction activity.
The most significant operations concluded and underway in the first semester of 2009, were as follows:
In area of Urban Solid Waste and Road Cleaning, the contracts with the Municipalities of San Lorezo de El Escorial, Torrejón de La Calzada, Fuen Labrada, Qujorna, Cubas de la Sagra and Benalmadena.
In the area of Garden Maintenance, the contracts with the Municipalities of Torrejón de la Calzada, Serrallinos, Majadahonda, Algeciras and El Puerto de Santa Maria.
In the area of the Maintenance and Conservation of Beaches and Coastal Zones (Andalusia), the contracts with the Municipalities of Benalmadena, El Puerto and Algeciras.
Note should be made of the adjudications in the area of the Environment, of the following new contracts:
- “Conservación, Mantenimiento y Vigilancia de la Zona Infantil del Parque Saladillo y Conservación,
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Mantenimiento de Parques Infantiles de Barriada”, adapted to the legislation in force, for the Municipality of Algeciras;
- “Ampliación de Limpieza y Mantenimiento de Zonas Verdes” for the Municipality of Algeciras;
- “Recogida de Residuos no Peligrosos (pilas y baterías)”, for ARCGISA.
- MACAU
CPM - Companhia de Parques de Macau, S.A., in which Teixeira Duarte Group has a stake of 15% of the share capital social since its foundation in 1985, after the international public tender carried out abroad, was pioneer and continues to be a reference company in the construction and operation of car parks and related activities, in the Special Administrative Region of Macau, having successfully pursued its operations within the specific parameters of the market.
- MOZAMBIQUE
TDGI - Tecnologia e Gestão de Imóveis, Lda. (Mozambique) is 100% controlled by Teixeira Duarte Group and is a replica in this country of similar companies referred to above in Portugal and Angola, in an area which we believe will have good developments.
This company continues carrying out the maintenance of the “Polana Shopping Centre” in the city of Maputo and has collaborated with several other local entities of Teixeira Duarte Group, namely carrying out its activity in the IMOPAR Centro Comercial, Miramar, Hotel Avenida, Hotel Tivoli Maputo and Hotel Tivoli Beira enterprises.
On the other hand, services continued to be rendered to Companhia Vale Rio Doce Moçambique and BCI – Fomento.
Particular note should be made of the request and undertaking of training actions at a national level of senior staff of the Ministry of Education and Culture, involving training sessions in the “south”, “north” and a further third one held in Maputo.
Also important is the good outlook regarding the possible adjudication of new contracts with entities external to Teixeira Duarte Group, since the company continues to be sought after for the management and maintenance of several enterprises, in response to which proposals have been delivered and the adjudications are pending, namely on the part of the State relative to pilot contracts for the maintenance of schools in Mozambique.
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IV.4. - REAL ESTATE
The operations of Teixeira Duarte Group in this sector go back to the 1970's and currently include a vast group of companies, mainly operating in Portugal, Angola, Brazil, Spain and Mozambique, with major emphasis on the national market, where “TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A.” and “Fundo de Investimento Imobiliário Fechado TDF” are of considerable importance.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in the Real Estate sector stood at 28,717 thousand euros, in line with the total reached as at 30 June 2008, reflecting very positive performance in the current economic scenario.
Consolidated Turnover
35,000 30,041 28,625 28,717 30,000 25,000 20,000 15,000 10,000 5,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
The EBITDA stood at 19,995 thousand euros, which reflects a very significant decrease in relation to last year due to the reduction of 26,909 thousand euros, derived from non-recurrent operations, which in the first six months of the previous year had reached an exceptional value of 33,492 thousand euros.
Although the growing component of recurrent income which this sector generates in Teixeira Duarte Group is important, when the activity is developed also in a perspective of real estate promotion, it is normal that there should be variations in non-recurrent income, as a result of the specific cycles of the enterprises.
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Consolidated EBITDA
50,000 45,443
40,000
30,000 19,995 20,000 9,576 10,000
0
1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income of the companies of the Group which operate in the Real Estate sector reached the total value of 40,760 thousand euros, with 62% being the outcome of activity developed in the internal market and 38% abroad.
IV.4.1. - INTERNAL MARKET
Following the generalized retraction experienced in all segments of the real estate sector as of the second semester of 2008, the first semester of 2009 proved to be particularly demanding in terms of disposal of products in stock for enterprises in marketing phase. The increasing difficulty for people and companies to obtain credit and the lack of confidence in an environment of economic-financial crisis, with the consequent delay in investment decision-making, have been important factors to explain the weak performance of the market.
The asset portfolio of the companies of the Group devoted to real estate promotion in Portugal contains approximately 24 enterprises under development or under asset management, corresponding to an estimated construction potential greater than 1,000,000m2 of construction above the ground.
Over this first semester, the Group's activity has focused on the development of the enterprises in the portfolio, with 20,077 thousand euros having been invested, of which 93% was applied in the construction of buildings at “Gaia Nova”, “Villa Park” and “Lagoas Park”. The preparation of projects and undertaking of the administrative procedures related to the obtaining of the licensing of new buildings on land in the portfolio was also continued.
In the residential segment, and in spite of the difficult market conditions, it was possible to maintain a
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reasonable rhythm of sales over the first semester of 2009, where the performance of “Quinta de Cravel”, “Forum Oeiras” and “Gaia Nova” enterprises were of particular note. In spite of the decrease of 25% in the number of housing units placed in relation to the same period of 2008, the good sales performance – greatly higher than that of the overall sector –, results from the recognition by the market of the strong focus of Teixeira Duarte in the quality of its products.
In the office segment, there was enormous pressure on the part of companies to reduce the costs related to the areas in use. This factor was experienced transversally in the metropolitan areas of Lisbon and Porto, but did not prevent the maintenance of the good occupation rates registered in 2008 in the Group's enterprises.
An example of this is the 93% occupation of “Lagoas Park”, due to the rare capacity of retaining customer loyalty as a result of the quality of the area and services provided, as well as the facility in the replacement of the areas released. Also important is the fact that, with a view to responding to the strong pressure of the market, the construction works of over 20,000m2 of offices in this enterprise continue at a good rhythm.
The marketing of the fractions still available at “Lezíria Park” in Vila Franca de Xira and in “TowerPlaza” in Vila Nova de Gaia continue, which present occupation rates of 73% and 86%, respectively, with the marketing having started of the corporative component of the mixed enterprise “Villa Park” in Amadora which, even before its conclusion, is already partially placed.
In the logistics segment, we have pursued the sales effort with a view to maintaining the good occupation rates of “Lezíria Park” and “Abrunheira Park”.
IV.4.2. - EXTERNAL MARKET
- ANGOLA
In Angola and considering the set of projects in the portfolio which represents a construction potential greater than 200,000m2 of construction, the Group has continued with the administrative procedures related to the obtaining of the respective construction licenses. In a market experiencing an environment of great expectations, in this semester note should be made of the start of the marketing of the 43 fractions of the residential enterprise “Coqueiros - Luanda Living”.
Simultaneously with the promotional activity, a considerable set of fixed assets required by other activities of the Group are under development, in the areas of Hotel Services, Food Distribution, Automobile
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Distribution and Education, where the real estate sector also operates, from the design of the areas up to their delivery to the companies of the Group.
- BRAZIL
The total portfolio of the group in the city of São Paulo is composed of six projects in different phases of development, corresponding to a potential of approximately 350,000m2 of construction above the ground. Of these six projects, three residential enterprises are currently in a marketing phase: “Family Santana” in Santana with 400 apartments, “Verdi” in Alto dos Pinheiros with 16 apartments and “Crystal” in Campo Belo with 76 apartments.
The cooling down experienced in the real estate sector and in particular in residential segment, at the end of 2008 and beginning of 2009, resulted in a rapid downward revision of the number of launches on the market by many active real estate promoters in the city of São Paulo. By the end of the first quarter of this year, there was an improvement in the market, with 318 of the 492 fractions available in the Group's enterprises having been absorbed up to date, representing a rate of 65%.
Also noteworthy, during this semester, was the start of the construction of the “Family Santana” enterprise, with the start-up of the works of the “Verdi” enterprise in Alto de Pinheiros being forecast for the second semester of the year.
Regarding the tourist-residential enterprise which the Group plans to develop in the Brazilian State of Pernambuco, in Porto de Galinhas, the necessary diligences were pursued to obtain the respective licensing, with the approval of the master plan by the municipal authorities having been especially important.
- SPAIN
In Madrid and following the acquisition of a plot of urban land at the end of 2008, the Group pursues the licensing of a building for residential use, located in Calle Amalia, close to Paseo de la Castellana and Plaza Castilla, where a building with 12 apartments will be constructed.
Also in the area of Madrid, under a concession contract, continuity was given to the marketing of the transfer of the use of parking spaces for residents, operation of parking areas for rotation and leasing of the commercial areas available in the underground parking called “Parking Europa”, located in Avenida da Europa, in San Sebastian de los Reyes.
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- MOZAMBIQUE
The Polana Shopping Centre continues to be a reference in terms of shopping centers in the city of Maputo, since all the shops being occupied and the market circumstances are proving to be favorable, it has been possible, under the management of the centre, to exercise strong pressure on collection and select our customers with care.
The eleven apartments which Teixeira Duarte owns in two buildings in Maputo have continued under lease.
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IV.5. - HOTEL SERVICES
After a first experience in 1974 in Algarve, Teixeira Duarte Group has retaken its action in this sector in Sines, in the 1980s, currently operating through eleven hotel units, five of which are located in Portugal, two in Angola, three in Mozambique and one in São Tomé e Príncipe.
Complementarily, Teixeira Duarte also develops business in Sports and Leisure area, namely with two Health Clubs (in Lagoas Park and Torres Vedras) and some restaurant units in Portugal and Angola, where in this last country the “Nilo” pastry-shops and “Pinto´s” restaurant are particularly important.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in the Hotel Services Business sector stood at 43,044 thousand euros, representing an increase of 35.3% in relation to the total reached as at 30 June 2008.
Consolidated Turnover
50,000 43,044 40,000 30,228 31,816 30,000 20,000 10,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
EBITDA stood at 19,353 thousand euros, revealing the good performance of the units of the Group.
Consolidated EBITDA
25,000 19,353 20,000 15,000 11,564 10,362 10,000 5,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
1st Semester of 2009 58 Intercalary Management Report
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income of the companies of the Group which operate in this sector reached the total value of 47,709 thousand euros, with 85% being the outcome of activity developed in the external market and 15% in Portugal.
IV.5.1. - INTERNAL MARKET
The different companies operating in this sector in Portugal cover a total of 1,507 beds and 647 rooms, distributed over five hotel units, as shown below:
- LAGOAS PARK HOTEL Oeiras 182 rooms - SINERAMA Sines 105 rooms - HOTEL ORIENTAL Praia da Rocha 86 rooms - STELLA MARIS Albufeira 140 rooms - HOTEL EVA Faro 134 rooms
In the first semester of 2009, tourist activity in Portugal was negatively affected by the national and international economic crises. In fact, the main operating indicators of industry, mainly in the Algarve region, registered a significant decrease in comparison to the same period of 2008, namely relative to passenger movement in the airports, occupation/room rate and average price/room.
On the other hand, the hotels in general and five star units in particular, have increasingly shown a tendency to practice more competitive prices, which hampers the objectives of promotion the customer loyalty and attraction.
During the semester, the units of Teixeira Duarte Group in Portugal compensated for the decrease in occupation rates with the increase in sales values, as a result of the optimization of the marketing process.
It is expected that during the summer season, it will be possible to obtain revenue values identical to those registered last year.
In the Sports and Leisure area, it was possible to maintain the upward trend of growth in the number of members of the two Health Clubs, as a result of the quality of the premises and service rendered, both in “Club L – Lagoas Park” and “Club L - Arena Health Club”, in Torres Vedras.
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IV.5.2. - EXTERNAL MARKET
- ANGOLA
The two hotels of Teixeira Duarte Group in Luanda, the “TRÓPICO” and “ALVALADE”, respectively with 280 and 202 rooms, maintained their excellent occupation rates, with the professional training actions of the employees having been strengthened, namely relative to foreign languages, public attendance and food hygiene and safety.
In order to increase the already strong presence in the hotel market in Angola, the construction of a new four star hotel was continued, situated in Luanda-Sul, with capacity for 140 rooms.
Regarding other related activities, the “Nilo” pastry-shops and “Pinto’s” restaurants remain references in the city of Luanda, due to the quality and excellence of the service offered.
- MOZAMBIQUE
In Mozambique, the units of Teixeira Duarte Group cover a total of 304 rooms, with 159 being in “Hotel Avenida”, 73 in “Hotel Tivoli Beira” and 72 in “Hotel Tivoli Maputo”.
During these first six months of the year, the hotel sector in Mozambique revealed strong deceleration of activity when compared to the same period of 2008, as a result of the impact of the financial crisis experienced. Demand fell in the corporate segment, in which the units of the Grupo specifically focused, with the total number of guests having registered a reduction of 5% in relation to the first semester of the previous year, essentially caused by the decrease in foreign guests, in the order of 10%. Added to this factor is the cost-cutting policy adopted by the Mozambican Government relative to public expenditure, resulting in a decrease of demand on the part of public bodies, namely Ministries and Municipal Councils.
Even so, in “Hotel Avenida”, the increase in the average price enabled an improvement of the performance of the unit relative to the first six months of 2008.
“Hotel Tivoli Beira” remains a unit of reference in the city of Beira, although the increased competition has penalized the performance which this unit had maintained over the last few years.
“Hotel Tivoli Maputo” appears to have been the unit which has less suffered from the negative impacts of the economic crisis, essentially as a result of the increased demand in this segment (three stars). Therefore, it occupation rate accumulated until June shows 8% growth in relation to the first semester of 2008, which decisively contributes to the good performance of the unit.
1st Semester of 2009 60 Intercalary Management Report
- SÃO TOMÉ E PRINCIPE
Through the local company “PROMOTUR, Lda.”, Teixeira Duarte Group operates “Club Santana”, on the island of São Tomé, which has 31 Bungalows.
This is a reference Resort in this country, for which a project is currently being developed envisaging its expansion and qualification, implying the acquisition of adjacent land.
1st Semester of 2009 61 Intercalary Management Report
IV.6 - FOOD TRADING
The action of Teixeira Duarte Group in this area began in 1996 and is currently implemented out by several international operations, with the distribution being carried out by the 100% participated companies “MAXI - Comércio Geral, Importação e Exportação, Lda.” and “MAXI RETAIL – Comércio Geral, Lda.”, which operate exclusively in the Angolan market and focus their activity in “Cash & Carry”.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in Food Trading increased by 19% in relation to the first six months of 2009, to stand at 49,909 thousand euros.
Consolidated Turnover
60,000 49,909 50,000 39,214 41,942 40,000 30,000 20,000 10,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
However, EBITDA decreased sharply in comparison to the same period of 2008, standing at 2,570 thousand euros.
Consolidated EBITDA
6,000 5,535
5,000 3,935 4,000 2,570 3,000 2,000 1,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
1st Semester of 2009 62 Intercalary Management Report
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income in Food Trading reached the total value of 52,299 thousand euros, reported exclusively in relation to the activity in Angola.
During the semester under review, the policy of expansion of the network of “Cash & Carry” shops was pursued, with the inauguration of a new shopping unit in Luanda, in the Morro Bento zone, as well as a new shop in the Province of Kwanza Sul, in the locality of Waco Kungo.
In addition to these inaugurated shops, MAXI already had establishments in Viana, Lobito, Sumbe, Porto Amboim and Luanda, a city with another three smaller units and, as of last October, a new “Distribution Logistics Centre”, in Morro Bento, which increased its intervention capacity, to enable replenishing the supplies of the shop fronts under better logistical conditions and support the opening of the new “Cash & Carry” planned for the different cities of the country.
With a view to increasing the market share in business segments considered strategic, the preparatory work was initiated relative to the development of the own brand concept in the wine and household electrical appliance segments.
Focus was maintained on the strengthening of the technical staff and a start was made on the task of complying with the pre-requisites for the implementation of the HACCP (Hazard Analysis of Critical Control Points) system, which consists in a set of rules and procedures to guarantee the quality and hygiene of the food products.
The civil construction works have continued in the shopping gallery of the MAXI complex in Morro Bento, the start-up of operations of which, forecast for the second semester, will mark the diversification of MAXI into the retail sales business.
1st Semester of 2009 63 Intercalary Management Report
IV.7. FUEL TRADING
Teixeira Duarte Group began to operate in this sector in Portugal in 1996, with its current operations in the national market being through “TDARCOL – SGPS, S.A.” in the areas of Liquid Fuel and Lubricants, Gas and Solar Energy, and in Brazil through a 46.3% holding in the company “ALVORADA PETRÓLEO S/A”, involved in the extraction and marketing of oil.
In fuel, Teixeira Duarte operates, directly or through concessions, 62 supplier service installations, under the brand AVIA.
In Gas, the Group operates under the brand DIGAL and has 500 reservoirs for local supplies and a distribution network of piped gas of over 350Km, supplying an approximate number of 65,000 housing units, in addition to the representation of the brand CAMPINGAZ and a structure with means to distribute bottled gas.
In the area of thermal solar energy, the companies of the Group represent the international brands SOLAHART and SONNENKRAFT in Portugal, where their participated companies are market leaders.
In Brazil, the abovementioned local participated company acts in Recôncavo Baiano, where it already operates three on-shore oil fields and is the holder of the concession of eleven blocks.
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, the Turnover in the Fuel sector was influenced not only by the strategy of optimization of results in detriment of turnover, but also due to the unfavorable economic circumstances, especially in the oil market. The decrease presented in the graphic below led this indicator to stand at 49,936 thousand euros.
Consolidated Turnover
75,045 80,000 60,377 60,000 49,936
40,000
20,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
1st Semester of 2009 64 Intercalary Management Report
Simultaneously with the above, EBITDA, in turn, increased by 31.3% in relation to the same period of 2008, registering 5,448 thousand euros.
Consolidated EBITDA
5,448 6,000 4,959 5,000 4,148 4,000 3,000 2,000 1,000 0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income in Fuel Trading reached the total value of 95,403 thousand euros, reported exclusively in relation to the activity in Portugal. (value calculated under Official Plan of Accounts (POC), which includes ISP, of the sum of 40,772 thousand euros).
IV.7.1. - INTERNAL MARKET
A strict controlled management of resources, suppliers and the readjustment of the logistics integrated in the Group, has enabled achieving greater balance in the operations, partially explaining the improved performance of the more significant segments of gas and road fuels.
Also noteworthy is the improvement in the financial results, as a result of the strict credit control policies and efforts made towards collection started in 2008, as well as the alteration of the form of constitution of strategic reserves as of the second semester of 2008.
- Liquid Fuels and Lubricants:
The quantity of liquid fuel sold decreased not only in line with the reduction at a national level, but also as a consequence of the tight control on customer credit.
However, lubricants registered a good performance, in contrast of the trend of a slow-down in national sales, having even achieved an improvement of 13% in relation to the same period of the previous year.
1st Semester of 2009 65 Intercalary Management Report
Not should also be made of the adjustment of the “discount campaign” started last year, as a result of the competition and areas of influence to which some of the points of sale of fuel are subject.
- Gas:
Regarding the activity in this semester, the companies of the Group followed the trend of decreased sales, transversal to the entire market.
In this area, the investment was continued in the requalification of the gas network and in the premises at Granja.
- Solar Energy:
In the first semester of 2009, there was a slight reduction of activity, with income having fallen by 2.7% in relation to the same period of the previous year, standing at 696 thousand euros.
Added to the abovementioned three areas, note should also be made of the development of the Tancagem Project in Aveiro.
IV.7.2. - EXTERNAL MARKET
During the semester and through our 70% participated company, “EMPA, S/A – Serviços de Engenharia”, with head office in Belo Horizonte, State of Minas Gerais, in Brazil, Teixeira Duarte, following the underwriting of a new increase in capital, became the owner of 46.3% of the company “ALVORADA PETRÓLEO S/A”, with head office in Belo Horizonte, State of Minas Gerais.
ALVORADA, S/A holds the concession of three mature fields, located in Aracaju, in the State of Sergipe, Bom Lugar, in Reconcâvo Baiano and Jiribatuba, on the island of Itaparica in front of the city of Salvador, which, during this first semester, registered a production lower than that forecast, reaching the total of 13,676 barrels.
Furthermore, and following the contract signed with “ANP – Agência Nacional do Petróleo, Gás Natural e Biocombustíveis” on 12 March 2008, this company became the holder of the concession of eleven blocks, with an estimated probable reserve of twenty-five million barrels, also situated in Recôncavo Baiano and which were the object of the Concession Contract of the 9th Bidding Round promoted by the abovementioned ANP.
1st Semester of 2009 66 Intercalary Management Report
A prospection program is currently in progress called the “Minimum Exploratory Program (Programa Exploratório Mínimo - PEM)”, with the activity having been concentrated in the month of June in the mobilization, transport and assembly of the probe for the drilling of the first operating well, located in block 129, included in the concession relative to this same 9th Bidding Round promoted by ANP.
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IV.8. - VEHICLES TRADING
The Group began the vehicle sale activity in 1991 in Angola, and currently owns several companies which represent and operate the NISSAN, CHEVROLET, RENAULT, HONDA and PEUGEOT brands, as well as the heavy vehicle brands “RENAULT TRUCKS” and “NISSAN DIESEL”. Complementarily, Teixeira Duarte also develops the vehicle leasing activity, through TOP CAR, Lda..
- OVERALL INFORMATION ON THIS SECTOR DURING THE FIRST SEMESTER:
In consolidated terms, Turnover in the Vehicles Trading sector maintained similar levels to those achieved in the first six months of 2009, reaching 67,316 thousand euros.
Consolidated Turnover
80,000 69,847 67,316 58,315 60,000
40,000
20,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
However, EBITDA decreased sharply in relation to the same period of 2008, standing at 9,447 thousand euros, which also reflected the deceleration which has occurred in contrast with the past and against general expectations
Consolidated EBITDA
20,000 17,667
15,000 12,454 9,447 10,000
5,000
0 1st Sem. 2007 1st Sem. 2008 1st Sem. 2009
(Values in thousand euros)
1st Semester of 2009 68 Intercalary Management Report
In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2009 the operating income in the Vehicles Trading reached the total value of 80,813 thousand euros, also including 85 thousand euros reported at the closing of the sector in Portugal carried out in 2008.
Hence and from the operational and logistics points of view, there has been an improvement in operations and in the optimization of means and resources, easing its integration into the Group's procedures and focusing on the training of its employees.
The opening of the new premises of the “Pólo Automóvel” in Luanda-Sul last April created better conditions, both from a commercial perspective - with the new showrooms - as well as in technical and operational terms, especially in after-sale services.
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V. - HOLDINGS IN LISTED COMPANIES
In the context of the re-privatization process of “CIMPOR – Cimentos de Portugal – SGPS, S.A.” in 2001, Teixeira Duarte became the owner of an important holding in this company, which continues to be considered strategic and long-lasting, and is currently the largest shareholder with a total of 22.17%.
Teixeira Duarte was a founding member and shareholder of “Banco Comercial Português, S.A.” in 1985, having progressively followed the successive increases in capital and strengthened its strategic stake and currently become the largest national shareholder of the Bank and second largest in overall terms, with 6.5% of the respective share capital.
The stake owned in “Banco Bilbao Vizcaya Argentaria, S.A.” since 2007, is considered to be a strategic investment to accompany the development of the Group's activity in Spain.
A. - CIMPOR - Cimentos de Portugal - SGPS, S.A.
At 30 June 2009, Teixeira Duarte Group maintained the same quantity of shares in relation to December 2008, of a total of 148,974,230, which represents 22.17% of the capital of this company.
The book-value, expressed in IFRS of the identified overall holding stood at 840,980 thousand euros at the end of the first semester, which, compared with its value at the end of 2008 (815,774 thousand euros), reflects an increase of 25,206 thousand euros.
According to the market value of the shares and quantities held by the companies of Teixeira Duarte Group on those dates, we find that they were worth 774,666 thousand euros as at 30 June 2009 and 518,430 thousand euros at the end of 2008, corresponding to an increase of 256,236 thousand euros.
The holdings in question directly contributed to the consolidated income with values similar to those observed in the same period of the previous year, reaching 23,743 thousand euros.
B. - Banco Comercial Português, S.A.
Regarding “Banco Comercial Português, S.A.”, it should be noted that at the end of the semester, the total shares owned by companies integrated in Teixeira Duarte Group stood at 304,989,864, corresponding to 6.50% of the share capital and voting rights of “Banco Comercial Português, S.A.”.
According to the market value of the shares held as at 30 June 2009 and 31 December 2008, respectively of 220,813 thousand euros and 248,567 thousand euros, we find that they devalued by 27,754 thousand euros.
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It is important to note that the stock market price of “Banco Comercial Português, S.A.” as at 28 August was 0.913€, which would have led to an appreciation of the assets by 57,643 thousand euros.
C. Banco Bilbao Vizcaya Argentaria, S.A.
In the first semester of 2009, Teixeira Duarte Group maintained its stake in “Banco Bilbao Vizcaya Argentaria, S.A.”, which is considered to be a strategic investment in Spain, the book-value of which, expressed in IFRS, registered an increase in this past semester, standing at 19,077 thousand euros.
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VI. RELEVANT FACTS AFTER THE END OF THE SEMESTER
An important fact to note on the events occurred after the closing of the first semester of this year, is the positive evolution of the stock market prices of the holdings owned by the Group, in particular in “Banco Comercial Português, S.A.” and “Banco Bilbao Viscaya Argentaria, S.A.”, the valuation of which at current market prices would have had a positive impact on equity, which would have registered 409 million euros, also implying that the financial autonomy of Teixeira Duarte would have increased, based on the figures registered today, from 10.9% to 12.3%.
As noted above (Cf. IV.2), on 28th April 2009, Teixeira Duarte and “CIMPOR - Cimentos de Portugal SGPS, S.A.” signed an Memorandum of Understanding relative to the termination of the joint holding in the abovementioned “C+P.A. – Cimento e Produtos Associados, S.A.”, through the sharing of the assets owned by this jointly participated company.
The said Memorandum of Understanding established a series of assumptions or conditions, namely the negotiation and signing of the necessary binding contractual instruments, with this agreement being subject to the obtaining of all the legally required authorizations or approvals as well as third party agreements, within the period of three months, which could be extended through the mutual agreement of the parties.
After all the diligences pertinent to the affair had been completed, the assumptions or conditions established in that Memorandum of Understanding had not been met, leading to the conclusion, namely, of the impossibility, with a definitive character, of obtaining from third parties the agreements required for the realization of the series of operations as forecast, resulting in the expiry of this agreement on this past 28th July.
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VI. OUTLOOK FOR 2009
Teixeira Duarte Group will maintain its attitude of particular caution relative to the approval of new investments and cost contention, while focusing its efforts on prudent participation in the main national tenders for construction work and on the continued growth of this sector abroad.
The Portfolio of Orders of Teixeira Duarte Group for the construction sector, which reached the impressive value of 2,058,893 thousand euros as at 30 June 2009, increased by 3.1% in comparison to 31 December 2008, thus ensuring good levels of activity, especially in the current context of such unfavorable economic circumstances .
The development of action in other activity sectors will also be pursued, whenever possible also giving priority to ventures in external markets, which, due to their dynamics, are becoming increasingly important in Teixeira Duarte Group.
Overall, the targets of Teixeira Duarte for 2009 remain the achievement of consolidated operating income of 1,500 million euros.
Lagoas Park, 31 August 2009
The Board of Directors
Pedro Maria Calainho Teixeira Duarte
João Salvador dos Santos Matias
Manuel Maria Calainho de Azevedo Teixeira Duarte
Joel Vaz Viana de Lemos
Jorge Ricardo de Figueiredo Catarino
Carlos Gomes Baptista
João José de Gouveia Capelão
João José do Carmo Delgado
1st Semester of 2009 73 Annexes To The Intercalary Management Report
I. Number of securities of the Members of the Governing Bodies:
In compliance with the duties to provide information to which the Company is bound through the different legislation in force, in particular article 9, number 1, sub-paragraph a) of the Securities Market Commission Regulation number 5/2008, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” presents below the number of securities issued by the Company and by companies with which it is in controlling or group relationship, held by members of the governing bodies as at 30 June 2009.
Name Position Number of Shares Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 7.942.000 João Salvador dos Santos Matias Director - Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5.149.575 Joel Vaz Viana de Lemos Director 433.862 Jorge Ricardo de Figueiredo Catarino Director 180.000 Carlos Gomes Baptista Director 25.634 João José Gouveia Capelão Director 10.387 João José do Carmo Delgado Director 28.660 António Gonçalves Monteiro Chairman of the Supervisory Board - Mateus Moreira Voting Member of the Supervisory Board - Miguel do Carmo Pereira Coutinho Voting Member of the Supervisory Board (b) 10.000 Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting of Shareholders - João Torres Ágoas Martinho Lopes Deputy Chairman of the Board of the General Meeting of Shareholders - José Gonçalo Pereira de Sousa Guerra Costenla Secretary of the Board of the General Meeting of Shareholders - Mariquito, Correia & Associados, SROC Statutory Auditor -
(a) 700,000 Shares are held, indirectly, through the company under the name of “PASIM - Sociedade Imobiliária, S.A.” and 7,200,000 shares are held, indirectly, through the company which is now under the name of “PACIM - SGPS, S.A.”. (b) Shares held under a joint-ownership regime with his wife.
Since during the first six months of the year no acquisitions, encumbrances or transfers were registered relative to securities issued by “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, on the part of members of its governing bodies, we confirm that the numbers indicated above correspond to the same quantities of shares held by the members of the governing bodies as at 31 December 2008.
II. List of the transactions of shares carried out by senior staff:
Under the terms and for the effects of the provisions in number 7 of article 14 of the Securities Market Commission Regulation number 5/2008, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” informs that, during the semester, no transactions were carried out relative to its shares or financial instruments related to them by the senior staff of the issuer, of any company controlling the issuer or by the persons strictly related to them.
1st Semester of 2009 75 Anexo ao Relatório de Gestão Intercalar
LIST OF OWNERS OF QUALIFIED HOLDINGS AS AT 30 JUNE 2009
In compliance with the applicable legal and regulatory provisions, namely those established in sub-paragraph c), of number 1 of article 9 of the Securities Market Commission Regulation number 5/2008, based on the Company records and on the information received, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” herein discloses the list of owners of qualified holdings in its share capital as at 30 June 2009, indicating the number of shares held and corresponding percentage of voting rights, calculated under the terms of article 20 of the Securities Code.
1. “TEIXEIRA DUARTE - SGPS, S.A.” is imputed, under the terms established in the provisions of article 20 of the Securities Code and in conformity with the interpretation of the Securities Market Commission - which is in disagreement in relation to the matter contained in sub- paragraph f) below -, the qualified holding of 233,781,755 shares, corresponding to 55.99% of the voting rights, due to: a) 42,000,000 shares directly owned by it, corresponding to 10% of the share capital and voting rights; b) 158,431,050 shares owned by its participated company “TDG - Sociedade Gestora de Participações Sociais, S.A.”, corresponding to 37.72% of the share capital and voting rights; c) 4,040,000 shares owned by its participated company “NGDI - Gestão e Investimento Imobiliário, S.A.”, corresponding to 0.96% of the share capital and voting rights; d) 10,200,000 shares owned by the Chairman of the Board of Directors of the company “TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.”, Mr. Pedro Pereira Coutinho Teixeira Duarte, corresponding to 2.43% of the share capital and voting rights; e) 9,676,071 shares owned by the rest of the members of the Board of Directors of “TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.”, corresponding to 2.30% of the share capital and voting rights (none of these reaching, on an individual basis, any qualified holding); f) 9,434,634 shares owned by members of the Board of Directors of “TDG - Sociedade Gestora de Participações Sociais, S.A.” who are not members of the Board of Directors of the company indicated in sub-paragraph a) above, corresponding to 2.25% of the share capital and voting rights (none of these reaching, on an individual basis, any qualified holding), with this imputation being made in conformity with the interpretation of the Securities Market Commission with which it is in disagreement;
2. “Banco Comercial Português, S.A.” is imputed, under the terms established in the provisions of article 20 of the Securities Code and in conformity with the interpretation of the Securities Market Commission, the qualified holding of 42,049,716 shares, corresponding to 10.0118% of the voting rights, due to: a) 50,000 shares owned by “Banco Millennium BCP Investimento, S.A.”, corresponding to 0.0119% of the share capital and voting rights; b) 41,999,716 shares owned by the Pensions Fund of Grupo Banco Comerical Português, corresponding to 9.9999% of the share capital and voting rights*.
3. Mr. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms established in the provisions of article 20 of the Securities Code, the qualified holding of 16,907,109 shares, corresponding to 4.03% of the voting rights, due to: a) 146,695 shares directly owned by it, corresponding to 0.03% of the share capital and voting rights; b) 16,758,414 shares held by it through the company indirectly controlled by it “CIMILE - Sociedade Gestora de Participações Sociais, S.A.”, corresponding to 3.99% of the share capital and voting rights; c) 2,000 shares owned by other members of the Board of Directors of the company “CIMILE - Sociedade Gestora de Participações Sociais, S.A.”, other than Mr. Miguel Calainho de Azevedo Teixeira Duarte, corresponding to 0.0005% of the share capital and voting rights;
* The communication received from “Banco Comercial Português, S.A.” on 08 February 2007, notified that the management company of the Pensions Fund of Grupo BCP exercises its respective voting rights in an independent manner.
1st Semester of 2009 76 Consolidated Financial Statements as at 30 June 2009
(Unaudited Values) Statement of the Consolidated Financial Position as at 30th June 2009 and 31st December 2008
2009 2008 Notes Non-current assets: Goodwill 58,827 58,646 Intangible assets 20,793 9,807 Fixed tangible assets 13 518,457 506,670 Investment properties 14 453,445 418,296 Investments in associated companies 7 and 15 927,798 891,625 Financial assets available for sale 17 239,890 266,753 Other investments 9,577 9,576 Deferred tax assets 18 119,941 117,389 Other debtors 425 790 Other current assets 8,619 5,395 Total non-current assets 2,357,772 2,284,947
Current assets: Stocks 388,832 365,717 Customers 254,970 270,734 Other debtors 48,588 49,267 Cash and cash equivalent 20 105,641 105,478 Other current assets 101,575 101,894 Total current assets 899,606 893,090
TOTAL ASSETS 7 3,257,378 3,178,037
Equity: Share capital 21 210,000 210,000 Adjustments of holdings in associated companies 15 (84,394) (112,959) Currency conversion adjustments (43,896) (50,472) Reserves and retained earnings 159,544 543,702 Consolidated net income 19,366 (347,244) Equity attributable to the shareholders 260,620 243,027 Minority interests 93,187 95,905 TOTAL EQUITY 353,807 338,932
Non-current liabilities: Loans 22 1,419,069 1,421,049 Provisions 9,485 8,382 Financial leases 238,838 247,106 Deferred tax liabilities 18 54,595 53,070 Other creditors 26,897 25,342 Other non-current liabilities 30,313 47,127 Total non-current liabilities 1,779,197 1,802,076
Current liabilities: Loans 22 625,254 536,331 Provisions 1,104 3,011 Suppliers 237,467 222,631 Financial leases 15,841 13,395 Other creditors 30,008 31,508 Other current liabilities 214,700 230,153 Total current liabilities 1,124,374 1,037,029
TOTAL LIABILITIES 7 2,903,571 2,839,105
TOTAL LIABILITIES AND EQUITY 3,257,378 3,178,037 (thousand euros) The annexed notes are an integral part of the statement on the financial position as at 30 June 2009.
1st Semester of 2009 78 Consolidated Income Statement for the Semesters ended on 30th June 2009 and 2008
Notes 1st Sem. 09 1st Sem. 08 2nd Q. 09 2nd Q. 08
Operating income: Sales and services rendered 7 and 8 585,138 583,349 306,990 314,575 Other operating income: 8 32,160 48,933 14,940 42,196 Total operating income 8 617,298 632,282 321,930 356,771
Operating costs: Cost of sales (201,321) (302,231) (106,571) (181,105) Variation in production (6,191) 25,913 (3,610) 10,468 External supplies and services (211,592) (133,696) (119,372) (54,198) Personnel costs (115,800) (101,162) (60,053) (51,054) Amortization and depreciation 7 (27,116) (22,496) (13,648) (12,507) Provisions and impairment losses 7 (2) (141) 10 157 Other operating costs (18,309) (27,962) (8,662) (17,660) Total operating costs (580,331) (561,775) (311,906) (305,899)
Operating profit 7 36,967 70,507 10,024 50,872
Financial costs and losses 9 (74,043) (75,339) (27,818) (33,389) Financial income and gains 9 35,406 17,487 7,528 6,357 Results relative to investment activities 9 and 15 28,389 (326,156) 21,879 (345,580) Financial results (10,248) (384,008) 1,589 (372,612)
Profit before taxation 26,719 (313,501) 11,613 (321,740)
Income tax 10 (6,642) 32,080 (4,911) 34,151
Net income for the period 20,077 (281,421) 6,702 (287,589)
(thousand euros)
Net income attributable to: Shareholders 11 19,366 (255,960) 3,576 (262,269) Minority interests 711 (25,461) 3,126 (25,320)
Earnings per share: Basic 11 0.05 (0.61) 0.01 (0.62) Diluted 11 0.05 (0.61) 0.01 (0.62)
The annexed notes are an integral part of the consolidated income statement of the semester ended on 30 June 2009.
1st Semester of 2009 79 Consolidated Statements of the Full Income of the Semesters ended on 30th June 2009 and 2008
Notes 1st Sem. 09 1st Sem. 08 2nd Q. 09 2nd Q. 08
Net income for the period 20.077 (281.421) 6.702 (287.589) Variation in currency conversion adjustments 6,576 (7,738) 3,721 3,521 Variation in the fair value and disposal of financial assets available for sale (23,497) 25,628 32,106 179,828 Effect of the application of the equity method 28,565 (25,444) 22,902 (32,292) Other (16,846) (2,555) (19,357) (5,097) (5,202) (10,109) 39,372 145,960
Full income for the period 14,875 (291,530) 46,074 (141,629)
Full income attributable to: Shareholders 17,593 (260,950) 39,870 (142,144) Minority interests (2,718) (30,580) 6,204 515
(thousand euros)
The annexed notes are an integral part of the consolidated full income statement of the semester ended on 30 June 2009.
1st Semester of 2009 80 Consolidated Statements of the Changes in Equity for the Semesters ended on 30th June 2009 and 2008
Reserves and Retained earnings Share Adjust. of Currency Legal Free Fair Other Retained Net Minority Total Capital holdings in conversion reserve reserves value reserves earnings income interests Notes assoc. companies adjustment reserve
Balance as at 01 January 2009 210,000 (112,959) (50,472) 18,100 197,546 - 10,587 317,469 (347,244)95,905 338,932
Full income for the period: Consolidated net income for the period ------19,366 711 20,077 Variation in currency conversion adjustments - - 6,576 ------6,576 Variation in the fair value and disposal of financial assets available for sale 17 - - - - - (19,614) - - - (3,883) (23,497) Effect of the application of the equity method 15 - 28,565 ------28,565 Other ------(469)(16,831) - 454 (16,846)
Operations with shareholders in the period: Application of the consolidated net income for 2008: Transfer to retained earnings ------(347,244) 347,244 - -
Balance as at 30 June 2009 210,000 (84,394) (43,896) 18,100 197,546 (19,614) 10,118 (46,606) 19,366 93,187 353,807
Balance as at 01 January 2008 210,000 (37,738) (38,883) 15,100 155,971 (25,628)10,712 253,830 122,252 168,769 834,385
Full income for the period: Consolidated net income for the period ------(255,960) (25,461) (281,421) Variation in currency conversion adjustments - - (7,738) ------(7,738) Variation in the fair value and disposal of financial assets available for sale 17 - - - - - 25,628 - - - - 25,628 Effect of the application of the equity method 15 - (25,444) ------(25,444) Other ------110 2,454 - (5,119) (2,555)
Operations with shareholders in the period: Application of the consolidated net income for 2007: Transfer to the legal and free reserve - - - 3,000 41,575 - - - (44,575) - - Dividends distributed ------(7,560) - (7,560) Transfer to retained earnings ------70,117 (70,117) - -
Balance as at 30 June 2008 210,000 (63,182) (46,621) 18,100 197,546 - 10,822 326,401 (255,960) 138,189 535,295
The annexed notes are an integral part of the consolidated statement on alterations in equity for the semester ended on 30 June 2009.
1st Semester of 2009 81 Consolidated Cash Flow Statements for the Semesters ended on 30th June 2009 and 2008
Notes 1st Sem. 09 1st Sem. 08 2nd Q. 09 2nd Q. 08 OPERATING ACTIVITIES: Receipts from customers 533,479 606,787 234,637 332,798 Payments to suppliers (429,532) (494,855) (198,679) (232,691) Staff payments (109,857) (95,201) (56,576) (47,387) Cash flow generated by operations (5,910) 16,731 (20,618) 52,720 Payment of /receipt from income tax (916) (1,243) 12,437 (5,346) Other receipts/payments relative to operating activity 4,930 (22,213) (9,733) (5,353) Cash flow from operating activities (1) (1,896) (6,725) (17,914) 42,021
INVESTMENT ACTIVITIES:
Receipts from: Financial investments 20 - 6,270 - 5,277 Tangible fixed assets 684 4,194 (2,231) 460 Interest and similar revenue 3,686 5,694 2,688 4,575 Dividends 20 34,217 35,268 33,266 34,948 38,587 51,426 33,723 45,260
Payments relative to: Financial investments 20 (10,191) (213,514) (6,991) (116,407) Tangible fixed assets (69,799) (76,679) (23,120) (58,733) Intangible fixed assets (4,173) (294) (1,137) (294) (84,163) (290,487) (31,248) (175,434) Cash flow from investment activities (2) (45,576) (239,061) 2,475 (130,174)
FINANCING ACTIVITIES:
Receipts from: Loans obtained 2,669,694 1,277,564 1,302,254 867,808
Payments relative to: Loans obtained (2,582,751) (986,692) (1,296,909) (744,885) Interest and similar costs (38,509) (61,345) (13,164) (34,252) Dividends - (7,558) - (7,558) (2,621,260) (1,055,595) (1,310,073) (786,695) Cash flow from financing activities (3) 48,434 221,969 (7,819) 81,113
Variation in cash and equivalent (4)=(1)+(2)+(3) 962 (23,817) (23,258) (7,041) Currency conversion differences (799) (1,396) (2,229) 1,411 Perimeter alteration cash and equivalent - (39) - (2) Cash and equivalent at the start of the period 20 105,478 114,628 131,128 95,008 Cash and equivalent at the end of the period 20 105,641 89,376 105,641 89,376 (thousand euros)
The annexed notes are an integral part of the cash flow statement of the semester ended on 30 June 2009.
1st Semester of 2009 82 Notes to the Consolidated Financial Statements as at 30th June 2009
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2009
1 - INTRODUCTORY NOTE
Teixeira Duarte - Engenharia e Construções, S.A. ("Teixeira Duarte" or "Company"), with its head office in Porto Salvo, was constituted on 04 January 1934 and its core business is Construction.
The business group of Teixeira Duarte ("Group") is composed of the participated companies indicated in Notes 4, 15 and 16. The main activities of the Group are the following: Construction; Cement, Concrete and Aggregates; Concessions and Services; Real Estate; Hotel Services; Food Trading; Fuel Trading and the Vehicles Trading.
The book-values are expressed in thousand euros.
2 - MAIN ACCOUNTING PRINCIPLES
2.1 - Basis of presentation
The consolidated financial statements as at 30 June 2009, were prepared using the accounting policies consistent with the International Financial Reporting Standards ("IAS / IFRS"), as endorsed by the European Union, effective for the financial years started on 01 January 2009 and in conformity with IAS 34 - Interim Financial Reporting.
2.2 - Accounting policies
The financial statements were prepared under the assumption of the continuity of operations according to the historical cost convention, except with respect to investment property and financial instruments.
The accounting policies adopted, including the financial risk management policies, are consistent with those followed for the preparation of the financial statements for the financial year ended on 31 December 2008 and referred to in the respective notes, except with respect to the adoption of the standards and interpretations the date of taking effect of which corresponds to financial years started on 01 January 2009, the entry into force of which did not produce significant effects on the financial statements as at 30 June 2009.
3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS
During the semester ended on 30 June 2009, there were no alterations to the accounting policies considered in the preparation of the financial information relative to the financial year ended on 31 December 2008 and referred to in the respective notes, neither were any significant material errors registered nor alterations made to the accounting estimates relative to previous years.
4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER
On 30 June 2009, the parent-company, Teixeira Duarte - Engenharia e Construções, S.A. and the following controlled companies were included in the consolidation, through the full method:
Company Name Head office Percentage of the effective holding
INTERNAL MARKET
CONSTRUCTION
BEL-ere - Engenharia e Reabilitação de Estruturas, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo
1st Semester of 2009 83 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Edifício 1, Lagoas Park 60.00% Porto Salvo PERFORESC - Perfurações e Escavações, ACE Edifício 1, Lagoas Park 100.00% Porto Salvo SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park 60.00% Porto Salvo NOVA TEIXEIRA DUARTE - Engenharia e Construções, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo
CEMENT, CONCRETE AND AGGREGATES
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 52.00% Porto Salvo MARINERTES, S.A. Edifício 1, Lagoas Park 51.00% Porto Salvo
CONCESSIONS AND SERVICES
BONAPAPEL - Artigos de Papelaria e Equipamentos Edifício 2, Lagoas Park 100.00% Informáticos - Unipessoal, Lda. Porto Salvo INVICTAAMBIENTE - Recolha de Resíduos e Limpeza Pública, S.A. Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502 100.00% Porto RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo SATU-Oeiras - Sistema Automático de Transporte Urbano, E.M. Edifício Paço de Arcos, E.N. 249/3 49.00% Paço de Arcos TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo TDHOSP - Gestão de Edifício Hospitalar, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo Fundo de Investimento Imobiliário Fechado TDF Edifício 2, Lagoas Park 100.00% Porto Salvo GFF - Empreendimentos Imobiliários, Lda. Av. Infante Santo, nº 64 C, 1º Esq. 100.00% Lisbon IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo IMOTD - SGPS, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo MARTINS & ESTEVES, S.A. Av. Infante Santo, nº 64 C, 1º Esq. 100.00% Lisbon PARCAUTO - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park 99.80% Porto Salvo QUINTA DE CRAVEL - Imobiliária, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TD VIA - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park 93.75% Porto Salvo TDF - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo
1st Semester of 2009 84 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding
Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TRANSBRITAL - Transportes e Britas Pio Monteiro & Filhos, S.A. Pedreira das Perdigueiras - Laveiras 100.00% Paço de Arcos V8 - Gestão Imobiliária, S.A. Edifício 2, Lagoas Park 99.90% Porto Salvo
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo EVA - Sociedade Hoteleira, S.A. Av. República, nº 1 100.00% Faro LAGOASFUT - Equipamento Recreativo e Desportivo, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo ROCHORIENTAL - Sociedade Hoteleira, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TDH - SGPS, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TDHC - Instalações para Desporto e Saúde, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo
FUEL TRADING
ACG - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso 34.53% Sintra AP GÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso 34.53% Sintra DIGAL - Distribuição e Comércio, S.A. (a) Rua das Lagoas - Campo Raso 32.06% Sintra DNGÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso 49.33% Sintra GOMES & OLIVEIRA, S.A. (a) Rua das Lagoas - Campo Raso 34.53% Sintra LUBRILAMEIRÃO, Lda. (a) Av. da Liberdade, nº 666 47.99% Fafe MERCAPETRO - Produtos Petrolíferos, S.A. (a) Rua Óscar da Silva, 2243 27.99% Leça da Palmeira MULTIGÁS - Sociedade Comercial e Distribuidora de Gás, S.A. (a) Rua das Lagoas - Campo Raso 34.53% Sintra PETRIN - Petróleos e Investimentos, S.A. (a) Edifício 1, Lagoas Park 47.24% Porto Salvo PETROSÓRIO - Combustíveis e Lubrificantes, Lda. Estrada Exterior da Circunvalação 98.65% Rio Tinto PPS - Produtos Petrolíferos, S.A. (a) Edifício 1, Lagoas Park 49.33% Porto Salvo PTG - SGPS, S.A. Edifício 1, Lagoas Park 98.65% Porto Salvo TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (a) Rua das Lagoas - Campo Raso 34.53% Sintra
1st Semester of 2009 85 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding TDARCOL - SGPS, S.A. Edifício 1, Lagoas Park 49.33% Porto Salvo Transportes Centrais de Matosinhos, Lda. (a) Edifício 1, Lagoas Park 49.33% Porto Salvo
VEHICLES TRADING
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00% Funchal VTD - Veículos Automóveis, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo
OTHER
TDCIM - SGPS, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TDEMPA - Gestão de Participações e Investimentos, S.A. Rua das Pretas, 4 - Fracção 4 D 70.00% Funchal TDO - SGPS, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00% Funchal TEDAL - SGPS, S.A. Edifício 2, Lagoas Park 100.00% Porto Salvo TEIXEIRA DUARTE - TRADING, S.A. Edifício 1, Lagoas Park 100.00% Porto Salvo
EXTERNAL MARKET
ANGOLA
CONSTRUCTION
BEL-ERE - Engenharia e Reabilitação de Estruturas Angola, Lda. Alameda Manuel Van-Dúnem, 318 100.00% Luanda
CEMENT, CONCRETE AND AGGREGATES
ANGOCIME - Cimentos de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00% Luanda BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00% Luanda
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Rua Amílcar Cabral, 27 - R/C C 100.00% Luanda TDGI - Tecnologia de Gestão de Imóveis, Lda. Rua Comandante Che Guevara, 67 - 1º D 100.00% Luanda
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 51 - 1º C 51.00% Luanda ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 27 - R/C D 100.00% Luanda CASANGOL - Gestão Imobiliária, Lda. Rua Amílcar Cabral, 27 - R/C D 100.00% Luanda IMOAFRO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 27 - R/C D 100.00% Luanda
1st Semester of 2009 86 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding
Teixeira Duarte - Engenharia e Construções (Angola), Lda. Rua Amílcar Cabral, 27 - R/C D 100.00% Luanda URBÁFRICA - Sociedade Imobiliária, Lda. Rua Amílcar Cabral, 35 - 5º C 90.00% Luanda URBANGO - Gestão Imobiliária, Lda. Rua Amílcar Cabral, 27 - R/C D 100.00% Luanda
HOTEL SERVICES
ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. Rua Comandante Gika - Bairro Maiango 100.00% Luanda ANGOIMO - Empreendimentos e Construções, Lda. Rua Amílcar Cabral, 35 - 5º C 100.00% Luanda Serafim L. Andrade, S.A.R.L. Rua da Missão, 103 80.00% Luanda
FOOD TRADING
MAXI - Comércio Geral, Importação e Exportação, Lda. Rua Amílcar Cabral, 51 - 1º C 100.00% Luanda MAXI RETAIL - Comércio Geral, Lda. Avenida Pedro de Castro Van - Dúnem 100.00% Luanda
VEHICLES TRADING
AUTO COMPETIÇÃO Angola, Lda. Rua Eugénio de Castro, Instalações do 100.00% Cine Atlântico - Luanda COMÉRCIO DE AUTOMÓVEIS, Lda. Rua Frederich Engels, 9 100.00% Luanda TDA - Comércio e Indústria, Lda. Rua Amilcar Cabral, nº 27 R/C, Letra C 100.00% Luanda TOPCAR - Aluguer de Viaturas, Lda. Rua Amilcar Cabral, nº 27 R/C, Letra C 100.00% Luanda VAUCO - Automóveis e Equipamentos, Lda. Rua Ho Chi Min (Largo 1º de Maio) 51.00% Luanda VTD - Veículos Automóveis Angola, Lda. Via A-1, Lote CCB-5 - Pólo Automóvel 100.00% Luanda
ALGERIA
CONSTRUCTION
TEIX.CO, SPA BP 62B Zone D'Active Dar El Beida 50.00% Alger TEIXEIRA DUARTE ALGERIE, SPA Parc Miremont, Rue A, nº 136 Bouzareah 99.94% Alger
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800 70.00% Bairro São Pedro - Belo Horizonte
1st Semester of 2009 87 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding
CONCESSIONS AND SERVICES
EMPA Logística, Ltda. Rua Major Lopes, 800 - sala 410 68.83% Bairro São Pedro - Belo Horizonte Indaia Grande Energia, S.A. Rua Major Lopes, 800 - sala 302 70.00% Bairro São Pedro - Belo Horizonte
REAL ESTATE
TDPG - Empreendimentos Imobiliários e Hoteleiros, Ltda. Avenida Domingos Ferreira nº 4060, sala 301 100.00% Boa Viagem - Cidade de Recife TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 100.00% Itaim Bibi - São Paulo TDSP - Elisa de Moraes Empreendimentos Imobiliários, Ltda. Rua Afonso Sardinha, nº 95, Conjunto 52, Sala 37 90.00% Lapa - São Paulo TDSP - Bela Vista Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65% Itaim Bibi - São Paulo TDSP - Galeno de Castro, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65% Itaim Bibi - São Paulo TDSP - Maratona, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65% Itaim Bibi - São Paulo TDSP - Direitos Humanos, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65% Itaim Bibi - São Paulo TDSP - 03, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 92.65% Itaim Bibi - São Paulo TDSP - 04, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95% Itaim Bibi - São Paulo TDSP - 05, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95% Itaim Bibi - São Paulo TDSP - 06, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95% Itaim Bibi - São Paulo TDSP - 07, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.95% Itaim Bibi - São Paulo
SPAIN
CONCESSIONS AND SERVICES
G.S.C. - Compañia General de Servicios y Construcción, S.A. SOCIEDAD UNIPERSONAL Av. Alberto Alcocer, 24 - 7º 100.00% Madrid
GIBRALTAR
CONSTRUCTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road 100.00% Gibraltar
MACAU
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções (Macau), Lda. Rua de Xangai, 175 100.00% Edifício Assoc. Comercial de Macau, 10 A Macau
1st Semester of 2009 88 Notes to the Consolidated Financial Statements as at 30th June 2009
Company Name Head office Percentage of the effective holding MOZAMBIQUE
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções (Moçambique), Lda. Av. Julius Nyerere, 627 72.66% Maputo
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. 24 de Julho, 141 67.41% Maputo
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A.R.L. Av. 24 de Julho, 135 100.00% Maputo
HOTEL SERVICES
AVENIDA - Empreendimentos Turísticos e Hoteleiros, Lda. Av. Julius Nyerere, 627 100.00% Maputo Sociedade Hotel Tivoli, Lda. Av. 25 de Setembro, 1321 65.00% Maputo TIVOLI BEIRA - Hotelaria e Serviços, Lda. Av. Julius Nyerere, 130 R/C 98.63% Beira
NAMIBIA
CEMENT, CONCRETE AND AGGREGATES
KARIBIB Portland Cement (PTY) (b) P O Box 9574 Windhoek 49.40% Namíbia
RUSSIA
CEMENT, CONCRETE AND AGGREGATES
MMK Cement, Limited Liability Company (b) Murmansk 36.40% Rússia
SÃO TOMÉ E PRÍNCIPE
HOTEL SERVICES
PROMOTUR, Lda. Praia Messias Alves 55.00% Santana
UKRAINE
CEMENT, CONCRETE AND AGGREGATES
Limited Liability Company Cement Khutorskya Str., 70 52.00% Odessa
VENEZUELA
CONSTRUCTION
TEGAVEN - Teixeira Duarte y Asociados, CA Av. Este, 6 - Edif. Centro Parque 31.71% Carabobo, Piso 6, Of. 601 - Caracas
(a) The Group controls these subsidiaries through the subsidiary TDARCOL - SGPS, S.A. (b) The Group controls the subsidiary through the subsidiary C+P.A., S.A.
1st Semester of 2009 89 Notes to the Consolidated Financial Statements as at 30th June 2009
5 - CHANGES IN THE CONSOLIDATION PERIMETER
During the semester ended on 30 June 2009, no companies entered or left the consolidation perimeter.
6 - EXCHANGE RATES
The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into euros as at 30 June 2009 and 31 December 2008, as well as the results of the operations developed in countries with a functional currency different from the euro, for the semesters ended on 30 June 2009 and 2008:
Closing exchange rates Average exchange rate Currency 2009 2008 2009 2008 US Dollar 1.4134 1.3917 1.3456 1.5334 Macau Pataca 11.2826 11.1094 10.7435 12.3110 Mozambican Metical 37.9400 35.2500 35.6086 36.9671 Venezuelan Bolivar 3.0350 2.9884 2.8904 3.2939 Angolan Kwanza 109.5160 106.1945 103.0440 114.9297 Algerian Dinar 103.2565 98.2937 98.1205 99.6707 Moroccan Dirham 11.3513 11.2665 11.1987 11.4333 Brazilian Real 2.7469 3.2436 2.9654 2.5993 Ukrainian Hryvnia 10.9751 11.2032 10.7160 7.5214 Namibian Dollar 10.8853 13.0667 12.1305 11.6669 São Tomé Dobra 21.909.25 21.468.60 21.923.47 22.401.39 Russian Rouble 43.8810 41.2830 44.1087 36.6348 Tunisian Dinar 1.8969 1.8318 1.8592 1.8138
7 - SEGMENTAL INFORMATION
The main activities developed by the Group are classified into the following operating segments:
• Construction • Cement, concrete and aggregates • Concessions and services • Real estate • Hotel services • Food trading • Fuel trading • Vehicles Trading
The sales and services rendered and the results of each of the abovementioned operating segments for the semesters ended on 30 June 2009 and 2008, were as follows: Sales and services rendered 2009 2008 Operating profit External Inter Total External Inter Total Segment customers segmental customers segmental 2009 2008 Construction 317,148 50,723 367,871 299,460 28,664 328,124 2,227 (2,497) Cement, concrete and aggregates 8,686 4,504 13,190 17,147 4,017 21,164 (4,890) 3,776 Concessions and services 20,382 5,003 25,385 19,467 5,762 25,229 1,571 1,241 Real estate 28,717 7,559 36,276 28,625 5,245 33,870 18,403 44,550 Hotel services 43,044 2,166 45,210 31,816 2,086 33,902 15,786 7,428 Food trading 49,909 3,969 53,878 41,942 2,715 44,657 2,031 5,038 Fuel trading 49,936 894 50,830 75,045 1,279 76,324 4,151 2,713 Vehicles Trading 67,316 10,755 78,071 69,847 7,576 77,423 8,806 17,253 Not allocated to segments ------(11,161) (7,712) Eliminations - (85,573) (85,573) - (57,344) (57,344) 43 (1,283) 585,138 - 585,138 583,349 - 583,349 36,967 70,507
The inter-segment transactions are carried out at market prices.
1st Semester of 2009 90 Notes to the Consolidated Financial Statements as at 30th June 2009
Other information:
Fixed capital Depreciation and Provisions and expenditures amort. through profit/loss impairment losses Segment 2009 2008 2009 2008 2009 2008 Construction 16,928 38,628 14,875 13,548 (2) 13 Cement, concrete and aggregates 10,338 11,048 2,248 958 - - Concessions and services 25,529 7,658 2,355 1,943 4 - Real estate 9,491 18,362 1,592 817 - 76 Hotel services 1,679 3,046 3,567 2,934 - - Food trading 10,052 11,623 539 497 - - Fuel trading 915 1,542 1,297 1,402 - 33 Vehicles Trading 2,228 276 641 395 - 19 Not allocated to segments - 34,533 2 2 - - 77,160 126,716 27,116 22,496 2 141
The asset and liability items by segment, as at 30 June 2009 and 31 December 2008, and their respective reconciliation with the consolidated total are as follows:
Assets Liabilities 2009 2008 Investments Other Total Investment Other Total Segment in assoc. cos. assets in assoc. cos. assets 2009 2008 Construction 20,189 1,376,053 1,396,242 18,723 1,725,130 1,743,853 1,051,762 1,013,126 Cement, concrete and aggregates 60,800 186,828 247,628 51,834 197,842 249,676 138,932 106,725 Concessions and services - 201,046 201,046 - 167,002 167,002 173,789 139,006 Real estate 1,322 2,317,552 2,318,874 933 2,372,255 2,373,188 2,072,993 2,068,203 Hotel services 237 225,492 225,729 173 230,585 230,758 156,527 155,295 Food trading - 103,287 103,287 - 94,908 94,908 101,914 83,802 Fuel trading 971 74,089 75,060 1,149 73,496 74,645 51,093 52,791 Vehicles Trading - 171,817 171,817 - 168,547 168,547 121,231 98,398 Not allocated to segments 844,279 304,009 1,148,288 818,813 466,142 1,284,955 31,320 24,707 Eliminations - (2,630,593) (2,630,593) - (3,209,495) (3,209,495) (995,990) (902,948) 927,798 2,329,580 3,257,378 891,625 2,286,412 3,178,037 2,903,571 2,839,105
The sales and services rendered by country present the following composition in the semesters ended on 30 June 2009 and 2008:
2009 2008 Portugal 218,280 256,357 Angola 239,946 196,627 Algeria 53,147 54,808 Brazil 25,214 28,619 Ukraine 5,579 14,355 Spain 12,582 12,805 Mozambique 21,824 8,733 Morocco 4,337 5,262 Venezuela 2,340 4,907 Other 1,889 876 585,138 583,349
1st Semester of 2009 91 Notes to the Consolidated Financial Statements as at 30th June 2009
8 - OPERATING INCOME
In the semesters and quarters ended on 30 June 2009 and 2008, operating income was as follows:
1st Sem. 2009 1st Sem. 2008 1st Q. 2009 1st Q. 2008 Sales and services rendered: Sales 468,809 454,707 245,681 244,193 Services rendered 116,329 128,642 61,309 70,382 585,138 583,349 306,990 314,575 Other operating income: Variation in the fair value of investment properties (Note 14) 6,771 33,492 1,427 33,492 Own work capitalised (a) 7,775 2,656 5,096 1,146 Gains in stocks 2,317 - 612 (18) Reversion of stock adjustments 2,989 6 1,377 1 Supplementary revenue 1,522 5,337 435 3,452 Disposal of assets (b) 753 667 291 633 Corrections of previous years 240 - 25 (67) Reversion of adjustments of accounts receivable 19 1,597 5 490 Contractual benefits and penalties 40 15 35 9 Investment subsidies - 113 - 72 Other operating income 9,734 5,050 5,637 2,986 32,160 48,933 14,940 42,196
617,298 632,282 321,930 356,771
(a) Own work capitalised essentially corresponds to costs associated to the construction of buildings of the Lagoas Park enterprise. (b) The gains indicated were obtained with the disposal of tangible fixed assets amounting to 753 thousand euros (625 thousand euros in 2008).
9 - FINANCIAL RESULTS
The financial results for the semesters and quarters ended on 30 June 2009 and 2008 were as follows:
1st Sem. 2009 1st Sem. 2008 1st Q. 2009 1st Q. 2008 Financial costs and losses: Interest paid 42,723 54,642 17,380 27,550 Unfavourable currency conversion differences 21,832 15,462 3,767 2,773 Other financial costs and losses 9,488 5,235 6,671 3,066 74,043 75,339 27,818 33,389 Financial income and gains: Interest obtained 7,978 9,599 5,398 4,707 Favourable currency conversion differences 23,641 6,503 (1,163) 2,151 Discounts obtained 619 305 383 172 Other financial revenue and gains 3,168 1,080 2,910 (673) 35,406 17,487 7,528 6,357
Results relative to investment activities: Results relative to associated companies (a) 22,413 47,316 16,573 28,158 Dividends (b) 5,976 1,893 5,306 1,627 Other investments - (290) - (290) Gains / losses in assets available for sale (Note 17) - (375,075) - (375,075) 28,389 (326,156) 21,879 (345,580)
Financial results (10,248) (384,008) 1,589 (372,612)
(a) The earnings from associated companies for the semester ended on 30 June 2009 include the effect of the application of the equity method to the investments in associates of 22,413 thousand euros (47,410 thousand euros in 2008) (Note 15).
(b) As at 30 June 2009, the values presented correspond to dividends received from financial assets available for sale of 5,536 thousand euros and the rest refer to “Other Investments while as at 30 June 2008, the values presented essentially correspond to dividends received from financial assets available for sale of 651 thousand euros and the rest to "Other Investments".
As at 30 June 2009, interest was capitalised amounting to 755 thousand euros (672 thousand euros as at 30 June 2008).
1st Semester of 2009 92 Notes to the Consolidated Financial Statements as at 30th June 2009
10 - INCOME TAX
Teixeira Duarte - Engenharia e Construções, S.A. and most of its participated companies in Portugal are subject to Corporate Income Tax, currently at the rate of 25% and to the Municipal Tax at the maximum rate of 1.5% of taxable profit. In the calculation of the taxable amount, to which the abovementioned tax rates are applied, the non-acceptable amounts for tax purposes are added to and subtracted from the book values. These differences between the book value results and the results for tax purposes may be of a temporary or permanent nature.
The Company and the participated companies which are at least 90% held, located in Portugal, are subject to the special taxation regime of groups of companies (since the financial year of 2003). This regime consists in the aggregation of the taxable profits of all the companies included in the taxation perimeter, as established in article 63 of the Corporate Income Tax Code, deducted by the dividends distributed, with the Corporate Income Tax rate being then applied to the overall result, increased by the respective Municipal Tax.
In accordance with the legislation in force, tax statements are subject to review and correction by the tax authorities for a period of four years (ten years for Social Security, up to 2000, inclusive, and five years as of 2001), except when tax losses have been reported, or inspections, complaints or impugnations are in progress, in which case, depending on the circumstances, the periods of time are prolonged or suspended. Hence, the Group's tax statements for the years from 2005 to 2008 may still be subject to review. The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax statements should not significantly affect the financial statements as at 30 June 2009.
The Group records deferred taxes corresponding to the temporary differences between the book value of the assets and liabilities and the corresponding tax base, as laid down in IAS 12 - Income Tax (Note 18).
The tax charge registered for the semesters ended on 30 June 2009 and 2008 may be presented as follows:
1st Sem. 2009 1st Sem. 2008 1st Q. 2009 1st Q. 2008 Current tax: Income tax in Portugal 8,669 4,054 5,786 1,747 Income tax in other jurisdictions 3,653 2,539 1,782 1,348 12,322 6,593 7,568 3,095
Deferred tax (Note 18): (5,680) (38,673) (2,657) (37,246)
6,642 (32,080) 4,911 (34,151)
In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to 3,366 thousand euros were also recorded as at 30 June 2009, relative to Financial Assets Available for Sale (595 thousand euros as at 30 June 2008), directly as change in equity.
11 - EARNINGS PER SHARE
The earnings per share for the semesters ended on 30 June 2009 and 2008 were calculated taking into consideration the following amounts:
1st Sem. 2009 1st Sem. 2008 1st Q. 2009 1st Q. 2008 Basic earnings per share Earnings for the effect of the calculation of net income per basic share (net income for the period) 19,366 (255,960) 3,576 (262,269) Weighted average number of shares for the effect of the calculation of net income per basic share (thousand) 420,000 420,000 420,000 420,000
Net income per basic share 0.05 (0.61) 0.01 (0.62)
Due to the fact that for the semesters and quarters ended on 30 June 2009 and 2008 there were no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.
12 - DIVIDENDS
The General Meeting of Shareholders, held on the 13 May 2009, deliberated the non-payment of any dividends.
1st Semester of 2009 93 Notes to the Consolidated Financial Statements as at 30th June 2009
13 - TANGIBLE FIXED ASSETS
During the semesters ended on 30 June 2009 and 2008, 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 Basic Transport Tools Administrative Other Fixed assets Advances for Total & natural & other equipment equipment & utensils equipment tangible under fixed tangible resources constructions assets construction asets Gross assets Balance as at 01 January 2008 42,561 194.159 250.286 37.427 28.813 24.115 3.513 128.573 1.080 710.527 Perimeter alteration 38 345 151 120 - 16 176 (5,602) - (4,756) Currency conversion effect 41 (6,334) (1,410) (1,117) (22) (765) 30 (4,589) (64) (14,230) Additions 27 17,071 24,085 4,302 1,442 784 717 35,278 - 83,706 Transfers and write-offs 7 5,627 (4,206) 1,327 7 5,784 1,545 (25,892) (896) (16,697) Disposals - (4) (2,708) (601) (23) (68) - (1,340) - (4,744) Balance as at 30 June 2008 42,674 210,864 266,198 41,458 30,217 29,866 5,981 126,428 120 753,806
Balance as at 01 January 2009 49,905 232,570 297,419 50,645 32,075 30,029 14,095 139,755 - 846,493 Currency conversion effect 236 (1,973) 2,178 (673) (215) (278) (96) (1,252) (2,073) Additions 708 269 7,438 5,722 379 489 5,348 40,837 61,190 Transfers and write-offs (83) 384 1,234 2 (46) (842) 3,813 (25,952) (21,490) Disposals - (29) (308) (271) (6) (3) (120) - (737) Balance as at 30 June 2009 50,766 231,221 307,961 55,425 32,187 29,395 23,040 153,388 - 883,383
Accumulated depreciation and impairment losses: Balance as at 01 January 2008 164 50,921 176,967 19,494 24,155 16,215 3,467 - - 291,383 Perimeter alteration 24 243 80 96 - 7 131 - - 581 Currency conversion effect (2) (1,089) (1,896) (693) (35) (593) (2) - - (4,310) Top-ups - 3,744 12,281 3,092 878 1,433 370 - - 21,798 Transfers and write-offs - 23 1,474 424 46 2,452 104 - - 4,523 Disposals - (1) (1,651) (444) (22) (68) - - - (2,186) Balance as at 30 June 2008 186 53,841 187,255 21,969 25,022 19,446 4,070 - - 311,789
Balance as at 01 January 2009 187 64,795 198,929 25,810 25,857 22,481 1,764 - - 339,823 Currency conversion effect - (612) 1,483 (302) (49) (199) 321 Top-ups - 5,966 13,593 4,929 698 1,340 374 26,900 Transfers and write-offs - (138) (2,479) (908) 20 (397) 2,388 (1,514) Disposals - (20) (205) (253) (4) (2) (120) (604) Balance as at 30 June 2009 187 69,991 211,321 29,276 26,522 23,223 4,406 - - 364,926
Net value As at 30 June 2008 42,488 157,023 78,943 19,489 5,195 10,420 1,911 126,428 120 442,017
As at 30 June 2009 50,579 161,230 96,640 26,149 5,665 6,172 18,634 153,388 - 518,457
14 - INVESTMENT PROPERTIES
During the semesters ended on 30 June 2009 and 2008, the movement which occurred in investment properties was as follows:
2009 2008 Balance as at 01 January 418,296 362,074 Currency conversion effect (674) (1,917) Increases / disposals 15,998 (4,964) Variation in fair value a) 6,583 33,492 Transfer of tangible assets (b) 13,242 850 Balance as at 30 June 453,445 389,535
a) The variation in fair value includes gains of the value of 6,771 thousand euros (Note 8) (33,492 thousand euros in the semester ended on 30 June 2008) and losses of the value of 188 thousand euros (zero in the semester ended on 30 June 2008).
b) As a result of the alterations to IAS 40 - Investment property, introduced by the standard on the Improvement on International Financial Reporting Standards (2008), properties under construction or development for future use as investment properties are now included as investment properties as of 01 January 2009.
1st Semester of 2009 94 Notes to the Consolidated Financial Statements as at 30th June 2009
The fair value of each investment property in operation is periodically determined through evaluations, in some cases carried out by specialised and independent entities and in accordance with the generally accepted evaluation criteria for the real estate market. In the remaining cases, the determination of the market value is carried out internally, based on criteria similar to those considered by external evaluators, taking into account the expected discounted cash flows.
The income gained from investment properties arising from the existence of operating leasing contracts reached 14,423 thousand euros (11,755 thousand euros in the semester ended on 30 June 2008). Direct operating costs related to investment properties reached 4,123 thousand euros (4,136 thousand euros in the semester ended on 30 June 2008).
15 - INVESTMENTS IN ASSOCIATED COMPANIES
The following associated companies were recorded through the equity method as at 30 June 2009:
Company Name Head office Percentage of the effective holding
ALVORADA PETRÓLEO, S.A. Rua Major Lopes, 800, 3º andar 32.42% Belo Horizonte - Minas Gerais - Brasil ALSOMA, GEIE. 3 Av André Malraux 27.00% Levallois Peret ARENOR, S.L. Calle Monte Carmelo, nº 1, 5ºC 25.26% Sevilha AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park 21.02% Porto Salvo CIMPOR - Cimentos de Portugal, SGPS, S.A. Rua Alexandre Herculano, 35 22.17% Lisboa CIMPOR MACAU Investment Company, S.A. (a) Av. da Praia Grande, nº 693, Edifício Tai Wah, 15º andar 13.00% Macau CONSTRULINK - Tecnologias de Informação, S.A. Av. Engenheiro Arantes e Oliveira, nº 6 - 8º H 20.00% Lisboa Concessionária de Rodovias TEBE, S.A. Praça Barão do Rio Branco, nº 48, S/L 23.33% Bebedouro - São Paulo IMOC - Empreendimentos Imobiliários, S.A.R.L. Av. 24 de Julho, 135 46.40% Maputo INFRAENGE Construções, Ltda . Praça Barão do Rio Branco, nº 48, 1º andar, Sala 13ª A, Bairro Centro 23.33% Bebedouro - São Paulo ISA - Intelligent Sensing Anywhere, S.A. (b) Rua D. Manuel I, 92 14.08% Coimbra LIMA PETRÓLEOS - Combustíveis do Lima, Lda. (b) Rua Nova de Santana, 190, 2º Andar Esquerdo Traseiras 16.95% Viana do Castelo SCP AK10 - Empreendimentos e Participações SPE Ltda. Avenida Alameda Santos, nº 960 - 19º, 25.00% Edifício CYK, Cerqueira César, São Paulo STELGEST - Gestão Hoteleira, S.A. Edifício 2, Lagoas Park 45.00% Porto Salvo TRAVERSOFER - Industrie et Service Ferroviaire, S.A.R.L. 27, Cheminndu Réservoir, hydra, Alger, 30.00% Algérie (a) Through its subsidiary C+P.A. - Cimento e Produtos Associados, S.A.. (b) Through its subsidiary TDARCOL - SGPS, S.A.
The holdings in associated companies registered the following movements in the semesters ended on 30 June 2009 and 2008:
Holdings Goodwill Total Balance as at 01 January 2008 396,603 463,498 860,101 Effect of the application of the equity method: - - Effect on net income for the year (Note 9) 47,410 - 47,410 - Effect on equity (25,444) - (25,444) - Dividends received (Note 20) (33,852) - (33,852) Increases 38,372 42,346 80,718 Disposals (1,130) (392) (1,522) Other 293 - 293 Balance as at 30 June 2008 422,252 505,452 927,704
1st Semester of 2009 95 Notes to the Consolidated Financial Statements as at 30th June 2009
Holdings Goodwill Total Balance as at 01 January 2009 386,873 504,752 891,625 Effect of the application of the equity method: - Effect on net income for the year (Note 9) 22,413 - 22,413 - Effect on equity 28,565 - 28,565 - Dividends received (Note 20) (28,241) - (28,241) Increases 10,191 - 10,191 Other 2,151 1,094 3,245 Balance as at 30 June 2009 421,952 505,846 927,798
The investments in associated companies as at 30 June 2009 and 31 December 2008 are analysed as follows:
2009 2008 Balance Balance Associated companies Holding Goodwill sheet value Holding Goodwill sheet value Cimpor - Cimentos de Portugal, S.G.P.S., S.A. 358,872 482,108 840,980 333,666 482,108 815,774 Arenor, S.L. 30,193 16,033 46,226 24,024 16,033 40,057 Alvorada Petróleos, S.A. 8,862 7,086 15,948 8,773 6,001 14,774 Cimpor Macau Investment Company, S.A. 14,574 - 14,574 11,777 - 11,777 Concessionária de Rodovias TEBE, S.A. 3,760 - 3,760 3,018 - 3,018 IMOC - Empreendimentos Imobiliários, S.A.R.L. 3,248 - 3,248 2,988 - 2,988 SCP AK-10 Empreendimentos e Participações SPE, Ltda. 1,263 59 1,322 883 50 933 ISA - Intelligent Sensing Anywhere, S.A. 389 493 882 564 493 1,057 Infraenge Construções, Ltda. 161 - 161 522 - 522 Others 630 67 697 658 67 725 421,952 505,846 927,798 386,873 504,752 891,625
The abovementioned share-holdings are recorded through the equity method which, in the semesters ended on 30 June 2009 and 2008, had the following impacts: 2009 Gains and losses Adjustments Dividends Total in associated of companies holdings Associated companies (Note 9) Cimpor - Cimentos de Portugal, SGPS, S.A. 23,743 29,023 (27,560) 25,206 Arenor, S.L. 318 (549) - (231) Alvorada Petróleos, S.A. (1,910) 496 - (1,414) Cimpor Macau Investment Company, S.A. (9) (94) - (103) Concessionária de Rodovias TEBE, S.A. 406 (242) - 164 Infraenge Construções, Ltda. (51) - (400) (451) IMOC - Empreendimentos Imobiliários, S.A.R.L. 263 (3) - 260 SCP AK-10 Empreendimentos e Participações SPE, Ltda. 204 - - 204 ISA - Intelligent Sensing Anywhere, S.A. (112) (63) - (175) Others (439) (3) (281) (723) 22,413 28,565 (28,241) 22,737
1st Semester of 2009 96 Notes to the Consolidated Financial Statements as at 30th June 2009
2008 Gains and losses Adjustments Dividends Total in associated of companies holdings Associated companies (Note 9) Cimpor - Cimentos de Portugal, SGPS, S.A. 23,631 (25,550) (33,834) (35,753) Arenor, S.L. 23,655 (2,645) - 21,010 Alvorada Petróleos, S.A. (20) 3,012 - 2,992 Cimpor Macau Investment Company, S.A. - (121) - (121) Concessionária de Rodovias TEBE, S.A. 274 13 - 287 Infraenge Construções, Ltda. 22 (1) - 21 IMOC - Empreendimentos Imobiliários, S.A.R.L. (40) (188) - (228) SCP AK-10 Empreendimentos e Participações SPE, Ltda. 112 - - 112 TDF - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A. 26 36 (18) 44 Others (251) - - (251) 47,410 (25,444) (33,852) (11,886)
The main consolidated financial information relative to the associated companies, as at 30 June 2009 and 31 December 2008, is as follows:
Quota share of the Total assets Total liabilities Net total assets Group in net assets 2009 2008 2009 2008 2009 2008 2009 2008 Alvorada Petróleos, S.A. 19,487 15,403 354 8,245 19,133 7,158 8,862 8,773 ARENOR, S,L. 71,485 74,784 29,089 31,911 42,396 42,873 30,193 24,024 CIMPOR - Cimentos de Portugal, SGPS, S.A. 4,803,600 3,703,200 3,091,100 2,198,100 1,712,500 1,505,100 358,872 333,666 Cimpor Macau Investment Company, S.A. 159,683 162,182 135,504 137,616 24,179 24,566 14,574 11,777 Concessionária de Rodovias TEBE, S.A. 26,405 22,112 15,123 13,055 11,282 9,057 3,760 3,018 IMOC - Empreendimentos Imobiliários, S.A.R.L. 7,388 6,835 389 396 6,999 6,439 3,248 2,988 INFRAENGE Construções, Ltda. 821 1,956 338 390 483 1,566 161 522 ISA - Intelligent Sensing Anywhere, S.A. 5,694 3,853 4,958 2,703 736 1,150 389 564 SCP AK-10 Empreendimentos e Participações SPE, Ltda. 5,491 4,661 437 1,127 5,054 3,534 1,263 883 Others 3,886 6,060 3,126 5,126 760 934 630 658 5,103,940 4,001,046 3,280,418 2,398,669 1,823,522 1,602,377 421,952 386,873
Sales Net Quota share of the & services income Group in the net rendered for the period income for the period 2009 2008 2009 2008 2009 2008 Alvorada Petróleos, S.A. - 306 (4,123) (59) (1,910) (20) ARENOR, S.L. 303 20,611 655 48,702 318 23,655 CIMPOR - Cimentos de Portugal, SGPS, S.A. 1,023,000 1,011,600 107,100 107,100 23,743 23,631 Cimpor Macau Investment Company, S.A. - - (37) 1 (9) - Concessionária de Rodovias TEBE, S,A. 5,934 1,212 1,218 821 406 274 IMOC - Empreendimentos Imobiliários, S.A.R.L. - - 566 (85) 263 (40) INFRAENGE Construções, Ltda. 432 1,185 (153) 65 (51) 22 ISA - Intelligent Sensing Anywhere, S.A. 1,241 - (256) - (112) - SCP AK-10 Empreendimentos e Participações SPE, Ltda. 1,332 1,427 816 447 204 112 TDF - Soc. Gest. Fundos de Investimento Imob., S.A. - 229 - 53 - 26 Others 677 3,044 224 (329) (439) (250) 1,032,919 1,039,614 106,010 156,716 22,413 47,410
1st Semester of 2009 97 Notes to the Consolidated Financial Statements as at 30th June 2009
16 - JOINT VENTURES
As at 30 June 2009, the following participated companies were consolidated through the proportional method, since their management and control is exercised jointly with the other partners/shareholders:
Company Name Head office Percentage of the effective holding ACESTRADA - Construção de Estradas, ACE Praça de Alvalade, 6 - 7º 20.00% Lisboa CAIS DE CRUZEIROS 2ª FASE, ACE Rua da Tapada da Quinta de Cima 15.00% Linhó - Sintra CONBATE, ACE Edifício 2, Lagoas Park 20.00% Porto Salvo DOURO LITORAL, ACE Edifício 8, Lagoas Park 40.00% Porto Salvo D.L.O.E.A.C.E. - Douro Litoral Obras Especiais, ACE Edifício 2, Lagoas Park 40.00% Porto Salvo ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE Av. Fabril do Norte, 1601 33.33% Matosinhos FERROVIAL/TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE Edifício Central Park 50.00% Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha GMP - Grupo Marítimo Português, ACE Edifício 1, Lagoas Park 20.00% Porto Salvo GPCC - Grupo Português de Construção de Infraestruturas de Rua Senhora do Porto, 930 25.00% Gás Natural, ACE Porto GPCIE - Grupo Português de Construção de Infraestruturas da Edifício Sagres 25.00% Expo, ACE Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho METROLIGEIRO - Construção de Infraestruturas, ACE Estrada da Luz, 90 - 6º E 26.80% Lisboa METROPAÇO - Trabalhos de Construção da Estação do Av. das Forças Armadas, 125 - 2º D 33.33% Metropolitano do Terreiro do Paço, ACE Lisboa NOVA ESTAÇÃO, ACE Av. Frei Miguel Contreiras, nº 54, 7º 25.00% Lisboa SOMAFEL E OFM - Obras do Metro, ACE Edifício 1, Lagoas Park 60.00% Porto Salvo SOMAFEL/FERROVIAS, ACE Av. Columbano Bordalo Pinheiro, 93 - 7º 36.00% Lisboa TEISOMAR - Obras Marítimas, ACE Av. da República, 42 - 2º 50.00% Lisboa TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE Edifício 2, Lagoas Park 57.30% Porto Salvo TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das Edifício 2, Lagoas Park 60.00% Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos Porto Salvo e Instalações Especiais dos Edifícios para o Hotel e Escritórios, ACE TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e Av. das Forças Armadas, 125 - 2º C 50.00% Catenária de Modernização da Linha do Norte, ACE Lisboa
1st Semester of 2009 98 Notes to the Consolidated Financial Statements as at 30th June 2009
As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2009 and 31 December 2008, the following amounts were included in the consolidated financial statements of the Group:
Non-current Non-current Current assets assets Current liabilities liabilities 2009 2008 2009 2008 2009 2008 2009 2008 ACESTRADA - Construção de Estradas, ACE 104 1.025 1 1 18 140 18 18 CAIS DOS CRUZEIROS - 2ª Fase, ACE 1,156 1,329 - - 987 1,315 - - CONBATE, ACE 429 - 5 - 431 - - - DOURO LITORAL, ACE 19,804 13,587 31 31 19,053 13,000 - - DOURO LITORAL OBRAS ESPECIAIS, ACE 1,487 - 40 - 1,313 - - - ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE 21 22 - - 22 22 - - FERROVIAL / TEIXEIRA DUARTE - Obras Hidraúlicas do Alqueva, ACE 622 1,672 - 2 256 1,262 - 2 GMP - Grupo Maritimo Português, ACE 108 - - - 112 - - - GPCC - Grupo Português de Construção de Infraestruturas de Gás Natural, ACE 70 68 - - 73 68 - - GPCIE - Grupo Português de Construção de Infraestruturas da Expo, ACE 29 28 - - 29 28 - - METROLIGEIRO - Construção de Infraestruturas, ACE 4,059 5,811 4 4 4,063 5,815 - - METROPAÇO - Trabalhos de Construção da Estação do Metropolitano do Terreiro do Paço, ACE 410 281 - - 3 281 - - NOVA ESTAÇÃO, ACE 982 755 1 - 1,052 839 - - SOMAFEL E OFM - Obras do Metro, ACE 205 83 - - 205 83 - - Somafel/Ferrovias, ACE 71 81 23 31 48 59 - - TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das das Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos e Instalações Especiais dos Edifícios para o Hotel e Escritórios, ACE 147 145 - - 161 66 - 79 TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 848 1,763 5 6 853 1,770 - - TEISOMAR - Obras Marítimas, ACE 1 1 ------TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e Catenária de Modernização da Linha do Norte, ACE 536 544 - - 385 393 - - 31,089 27,195 110 75 29,064 25,141 18 99
As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2009 and 30 June 2008, the following amounts were included in the consolidated financial statements of the Group: Income Costs 2009 2008 2009 2008 ACESTRADA - Construção de Estradas, ACE 6 32 2 15 CAIS DOS CRUZEIROS - 2ª Fase, ACE 748 - 593 - CONBATE, ACE 256 - 252 - DOURO LITORAL, ACE 11,354 2,256 11,190 2,069 DOURO LITORAL OBRAS ESPECIAIS, ACE 1.356 - 1.143 - FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE (63) 1,636 (20) 1,432 GMP - Grupo Maritimo Português, ACE - - 5 - GPCC - Grupo Português de Construção de Infraestruturas de Gás Natural, ACE - 5 3 4 GPCIE - Grupo Português de Construção de Infraestruturas da Expo, ACE - 2 - - METROLIGEIRO - Construção de Infraestruturas, ACE - 4,456 - 4,456 METROPAÇO - Trabalhos de Construção da Estação do Metropolitano do Terreiro do Paço, ACE 417 170 11 170 NOVA ESTAÇÃO, ACE 565 - 550 - PERFORESC - Perfurações e Escavações, ACE - 7,350 - 7,350 SOMAFEL E OFM - Obras do Metro, ACE 122 (4) 122 (4) Somafel/Ferrovias, ACE 18 46 13 25 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 3 2 16 51 TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 862 1.672 862 1,672 15,644 17,623 14,742 17,240
1st Semester of 2009 99 Notes to the Consolidated Financial Statements as at 30th June 2009
17 - FINANCIAL ASSETS AVAILABLE FOR SALE
During the semesters ended on 30 June 2009 and 2008, the movements which occurred in the valuation of the financial assets available for sale, recorded at their respective fair value, were as follows: 2009 2008 Fair value as at 01 January 266,753 678,140 Acquisitions during the period - 122,473 Disposals during the period - (5,887) Increase / (decrease) in fair value (26,863) (349,808) Fair value as at 30 June 239,890 444,918
As at 30 June 2009 and 31 December 2008, the Group owned 304,989,864 shares in Banco Comercial Português, S.A..
The financial assets available for sale, and the respective cost and market values, as at 30 June 2009 and 31 December 2008, are as follows:
2009 2008 Cost v. Market v. Cost v. Market v. Banco Comercial Português, S.A. 729,259 220,813 729,259 248,567 Banco Bilbao Vizcaya Argentaria, S,A. 33,075 19,077 33,075 18,186 762,334 239,890 762,334 266,753
18 - DEFERRED TAXES
Any situations which might significantly affect future taxes are revealed through the application of the deferred tax rule.
During the semesters ended on 30 June 2009 and 2008, the movements which occurred in deferred tax assets and liabilities, in accordance with the temporary differences which generated them, are as follows:
Deferred Tax Assets Deferred Tax Liabilities 2009 2008 2009 2008 Balance as at 01 January 117,389 44,576 53,070 45,940 Constitution / Reversion Net income (Note 12) 7,030 39,999 1,350 1,326 Equity 3,366 (1,144)- (549) Adjustment (7,844) (2,173) 175 - Balance as at 30 June 119,941 81,258 54,595 46,717
The deferred taxes were evaluated and recognised only to the extent that it is considered likely that there will be taxable profits in the future which may be used to recover tax losses or deductible tax differences. This evaluation was based on the business plans of the Group's companies, periodically reviewed and updated, and on the available and identified tax planning opportunities.
1st Semester of 2009 100 Notes to the Consolidated Financial Statements as at 30th June 2009
19 - RELATED PARTIES
The transactions and balances between Teixeira Duarte - Engenharia e Construções, S.A. ("Parent-company") and the companies of the Group, which are related parties, were eliminated during the consolidation process, and are not disclosed in the present Note. The balances and transactions between the Group and the associated companies, related and individual with significant voting rights with own companies are detailed below.
The terms or conditions practised between Teixeira Duarte - Engenharia e Construções, S.A. and the related parties are substantially identical to those which would normally be contracted, accepted and practised between independent entities in comparable operations.
The main balances with related entities as at 30 June 2009 and 31 December 2008 are analysed as follows:
Balances Balances Loans Other receivable payable granted debts 2009 2008 2009 2008 2009 2008 2009 2008 Agrepor Agregados - Extracção Inertes, S.A. 1,209 1,196 ------ALSOMA, GEIE - 675 ------ALVORADA PETRÓLEO, S.A. - - - - - 6,387 - - AVIA PORTUGAL, S.A. - - 8 12 - - - - Cimpor - Industria de Cimentos, S.A. 114 276 1 14 - - - - Cimpor Betão - Industria de Betão, S.A. - - 527 3,668 - - - - Cimpor Macau Investment Company, S.A. - - - - 8,536 5,636 - - IMOC - Empreendimentos Imobiliários, S.A.R.L. - 1 1 1 237 240 (247) (247) ISA - Intelligent Sensing Anywhere, S.A. - - 16 13 65 65 - - Lima Petróleos - Combustíveis do Lima, Lda. 1,256 1,243 ------STELGEST - Gestão Hoteleira, S.A. 21 31 - - 237 173 (861) (755) TRAVERSOFER - Industrie et Service Ferroviaire, SARL 3 2 - - 9 - - - 2,603 3,424 553 3,708 9,084 12,501 (1,108) (1,002)
The main transactions carried out in the semesters ended on 30 June 2009 and 2008 with related entities were as follows:
Sales & Services Purchases & Services Interest rendered obtained debited 2009 2008 2009 2008 2009 2008 Agrepor Agregados - Extracção Inertes, S.A. 2,764 3,817 - - - - AVIA PORTUGAL, S.A. - - 20 - - - Cimpor - Industria de Cimentos, S.A. 358 870 294 155 - - Cimpor Betão - Industria de Betão, S.A. - - 778 2.140 - - ISA - Intelligent Sensing Anywhere, S.A. - - 27 - - - Lima Petróleos - Combustíveis do Lima, Lda. 708 60 - - - - STELGEST - Gestão Hoteleira, S.A. 95 35 - - 32 - TDF - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A. - 48 - 6 - - 3,925 4,830 1,119 2,301 32 -
The remunerations attributed to the members of the governing bodies of Teixeira Duarte - Engenharia e Construções, S.A., in the semesters ended on 30 June 2009 and 2008, were as follows: 2009 2008 Executive Directors: Fixed remuneration 472 472 Variable remuneration 112 879
Non-executive Directors: Fixed remuneration - 60 Variable remuneration - 154
Supervisory Board: Fixed remuneration 17 17
Statutory Auditor: Fixed remuneration 33 33 634 1,615
1st Semester of 2009 101 Notes to the Consolidated Financial Statements as at 30th June 2009
The remunerations attributed to the members of the senior management of Teixeira Duarte - Engenharia e Construções, S,A,, in the semesters ended on 30 June 2009 and 2008, were as follows: 2009 2008 Senior Management: Fixed remuneration 1,983 1,917 Variable remuneration 1,875 2,630 3,858 4,547
20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENTS Cash and cash equivalent As at 30 June 2009 and 31 December 2008, this heading is broken down as follows:
2009 2008 Demand deposits 85,639 85,071 Term deposits 12,466 14,463 Other cash investments 1 1 Cash 7,535 5,943 105,641 105,478
The cash and equivalent heading includes cash, deposits payable on demand, cash investments and term deposits with a maturity of less than three months, and for which the risk of change of value is insignificant.
Cash flow from investment activities
The receipts derived from financial investments in the semesters ended on 30 June 2009 and 2008, refer to the disposal of holdings in the following entities: 2009 2008 Banco Comercial Português, S.A. - 3,309 Etergest, S.G.P.S., S.A. - 1,055 CIMPOR - Cimentos de Portugal, S.G.P.S., S.A. - 663 TEPORSET - Terminal Portuário de Setúbal, S.A. - 500 Others - 743 - 6,270
The payments relative to financial investments in the semesters ended on 30 June 2009 and 2008, refer to the acquisition of holdings in the following entities: 2009 2008 ARENOR, S.L. 6,400 - Cimpor Macau Investment Company, S.A. 2,900 - Alvorada Petróleos, S.A. 827 16,162 STELGEST - Gestão Hoteleira, S.A. 64 - Banco Comercial Português, S.A. - 107,544 CIMPOR - Cimentos de Portugal, S.G.P.S., S.A. - 64,316 Banco Bilbao Vizcaya Argentaria, S.A. - 14,929 IMOPREDOUÇOS - Sociedade Imobiliária, S.A. - 9,442 Others 1,121 10,191 213,514
1st Semester of 2009 102 Notes to the Consolidated Financial Statements as at 30th June 2009
The dividends received in the semesters ended on 30 June 2009 and 2008, were as follows:
2009 2008 CIMPOR - Cimentos de Portugal, SGPS, S.A. 27,560 33,834 Banco Comercial Português, S.A. 5,185 0 Banco Bilbao Vizcaya Argentaria, S.A. 351 651 Others 1,121 783 34,217 35,268
21 - SHARE CAPITAL
As at 30 June 2009, the share capital, fully underwritten and paid-up, was represented by 420,000,000 shares each at the nominal value of fifty- five euro cents. In the semesters ended on 30 June 2009 and 2008, there were no movements in the issued share capital.
As at 30 June 2009, TDG - Sociedade Gestora de Participações Sociais, S.A. directly owned 158,431,050 shares representative of the share capital of Teixeira Duarte - Engenharia e Construções, S.A., corresponding to 37.72% of the respective share capital.
22 - LOANS
As at 30 June 2009 and 31 December 2009, the loans raised were as follows:
2008 2007 Non-current liabilities: Bank loans a) 783,791 748,885 Commercial paper b) 635,278 672,164 1,419,069 1,421,049
Current liabilities: Debenture loans - 198,866 Bank loans a) 555,288 288,834 Commercial paper b) 69,966 48,500 Other loans obtained - 131 625,254 536,331
2,044,323 1,957,380
a) Bank loans
As at 30 June 2009, the internal bank loans, bank overdrafts and secured current accounts earned interest at the weighted annual average rate of 3.33% (5.18% as at 30 June 2008).
The bank loans contracted by the Group essentially correspond to:
· Loan contracted by the Group from Banco Comercial Português, on 31st December 2004, of the current amount of 90,000 thousand euros, the repayment of which shall be made in 2 semester instalments of 40,000 thousand euros on 30 June 2010 and 50,000 thousand euros on 31 December 2010.
· Credit Assignment Agreement signed on 30 May 2006 with Banco Comercial Português of the amount of 2,051 thousand euros, entered into on 30 May 2006. The Group assumes the risk of the non-payment of the loans assigned thirty days after the payment limit date, 01 July 2009. The costs of this operation are charged to the customer.
· Loan raised from Banco Bilbao Vizcaya Argentaria, contracted on 12 April 2007 of 75,000 thousand euros, the repayment of which shall be made on 16 March 2012.
· Loan contracted by the Group on 29 June 2007 from Caixa Geral de Depósitos, of 342,500 thousand euros, the maturity of which shall occur on 29 May 2012.
· Loan from Banco Popular Portugal, contracted on 18 December 2008, of 25,000 thousand euros, the maturity of which shall occur on 18 December 2011.
1st Semester of 2009 103 Notes to the Consolidated Financial Statements as at 30th June 2009
· Loan contracted by the Group on 30 December 2008 from Caixa Geral de Depósitos, of 50,000 thousand euros, the repayment of which shall be made in 180 equal and successive instalments, ending on 30 December 2023.
· Loan contracted by the Group on 31 December 2008 from Caixa Geral de Depósitos, of the current amount of 117,000 thousand euros, the maturity of which shall occur on 30 November 2013.
As at 30 June 2009 and 31 December 2008, the bank loans also include the secured current accounts of the value of 395,716 and 295,489 thousand euros, respectively.
b) Commercial paper
As at 30 June 2009, the Group had negotiated the following commercial paper programmes:
· Grouped contract programme, for the placing and underwriting of private commercial paper with Banco Comercial Português on 14 October 2005, of the total amount of 150,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 15,000 thousand euros and 135,000 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen semester and successive issues have been contracted for the total nominal value of the programme, earning interest on a semester basis and in arrears at a rate indexed to the six-month Euribor increased by a spread of 0.875%, and with the repayment of the last issue being on 14 October 2013.
· Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espirito Santo de Investimento and Banco Espirito Santo on 16 December 2006, to the sum of 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate 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, counting from the contract signature date, the interest is earned in arrears, with the reference rate being indexed to the one to six-month Euribor increased by 0.65% and determined according to the date of each auction.
· Grouped programme, for the placing and underwriting of private commercial paper contracted on 6th January 2006 with Banco Comercial Português, with the total amount used being 20,750 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 18,650 thousand euros and 2,100 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. The duration of the programme is five years, counting from the contract signature date, the interest is earned on a semester 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 through direct placement, increased by 1% and determined according to the date of each auction, with the repayment of the last issue being made on 06 January 2011.
· Grouped programme, for the placing and underwriting of commercial paper contracted on 14 February 2006 with Banco Comercial Português, of the total amount of 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 5,000 thousand euros and 45,000 thousand euros, respectively. The participation of each company in each programme may vary each time it is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen semester and successive issues have been contracted for the total nominal value of the programme, earning interest on a semester basis in arrears at a rate indexed to the six-month Euribor increased by 0.875% and determined according to the date of the auction, with the repayment of the last issue being on 14 February 2014.
· Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espirito Santo de Investimento and Banco Espirito Santo on 21 August 2006, to the sum of 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate 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, counting from the contract signature date, the interest is earned in arrears and on a semester basis, with the reference rate being indexed to the one to six-month Euribor increased by 0.65% and determined according to the date of each auction.
· Grouped contract programme, for the placing and underwriting of commercial paper with Fortis Bank on 13 July 2007, to the sum of 22.600 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The programme has a monthly reduction of 2,850 thousand euros, up to January 2010 and matures on 05 February 2010, with the issue of the commercial paper being either for periods of 7 or 365 days according to the choice of the participants. The interest is earned in arrears on the repayment date of each issue, with the reference rate being indexed to the one to six-month Euribor rate increased by 2%.
1st Semester of 2009 104 Notes to the Consolidated Financial Statements as at 30th June 2009
· Grouped contract programme, for the placing and underwriting of commercial paper with Caixa Geral de Depósitos, S.A. on 27 September 2007, to the sum of 100,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by Teixeira Duarte - Gestão de Engenharia e Construções, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, with the issue of the commercial paper being from 7 to 181 days according to the choice of the participants. The interest is earned in arrears on the repayment date of each issue at a rate indexed to the Euribor for the maturity period of the respective issue, in force on the second business day prior to the subscription date increased by 0.55%.
· Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 21 April 2008, to the sum of 120,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.65% and determined according to the date of each auction.
· Programme for the placing and underwriting of commercial paper commercial paper, contracted with Banco Comercial Português, S.A. on 18 August 2008, of 20,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 0.75%.
· Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 20 August 2008, of 28,500 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 0.75%.
· Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 23 December 2008, to the sum of 100,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counting from the contract signature date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 0.65% and determined according to the date of each auction.
As a result of the commitment to successive renewal during the period of the programme contracts, the existing issues as at 30 June 2009 are classified as non-current liabilities.
The non-current bank loans are repayable in the following years:
2009 2008 2010 118,409 67,620 2011 139,505 86,684 2012 524,113 558,862 2013 499,231 607,464 2014 and following 137,811 100,419 1,419,069 1,421,049
As at 30 June 2009 and 31 December 2008, the financing in foreign currency were expressed as follows:
2009 2008 Currency Currency Euros Currency Euros BRL 22,289 8,114 17,000 5,241 JPY 50,000 369 55,000 436 MAD 5,080 448 - - USD 148,446 105,028 96,926 69,646
The loans denominated in foreign currency earn interest at market rates and were converted into euros based on the exchange rate on the date of the balance sheet.
1st Semester of 2009 105 Notes to the Consolidated Financial Statements as at 30th June 2009
23 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS
Guarantees
At 30 June 2009 and 31 December 2008, the group of companies included in the consolidation had provided the following guarantees to third parties:
2009 2008 Guarantees provided: Bank 559,737 520,586 Real 828 371 560,565 520,957
Fidelity insurance 119,441 112,398
The bank guarantees were essentially provided for the effects of tenders, advances received and as completion guarantees for works.
Teixeira Duarte - Engenharia e Construções, S.A., BEL-ere - Engenharia e Reabilitação de Estruturas, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A., GSC - Compañia General de Servicios y Construccion, S.A., EMPA - Serviços de Engenharia, S.A. and TEGAVEN - Teixeira Duarte y Associados, C.A. have provided fidelity insurance as completion guarantees for works and services rendered.
The real guarantee was provided by EMPA - Serviços de Engenharia, S.A., corresponding to the mortgage of land to third parties related to their construction activity.
Apart from the guarantees indicated above, the following pledges were also provided:
To secure the loan contract signed with Caixa Geral de Depósitos, of the current value of 117,000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TDCIM - Sociedade Gestora de Participações Sociais, S.A. pledged 26,907.230 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 30,000,000 shares in Banco Comercial Português, S.A..
To secure the loan contract signed with Caixa Geral de Depósitos, of 342,500 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A.pledged 22,000,000 and 28,500,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively, and through contract Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., also pledged 87,250,000 shares in Banco Comercial Português, S.A. and 6,000,000 participation units in the TD Closed Real Estate Investment Fund.
To secure the loan contract signed with Banco Bilbao Vizcaya Argentaria, of 75,000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 98,500,000 shares in Banco Comercial Português, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. pledged 3,600,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A..
To secure the loan contract signed with Banco Caixa Geral, of 19.820 thousand euros, granted by GSC - Compañia General de Servicios y Construccion, S.A., GSC - Compañia General de Servicios y Construccion, S.A. pledged 2.133.870 shares in Banco Bilbao Vizcaya Argentaria, S.A..
To secure the commercial paper contract signed with Fortis Bank, of 22.600 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. gave a promissory pledge of 5,343,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A..
To secure the commercial paper contract signed with Banco Espirito Santo, of 100.000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. pledged 13,350,000 and 6,850,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 2,272,500 shares in EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A..
1st Semester of 2009 106 Notes to the Consolidated Financial Statements as at 30th June 2009
To secure the commercial paper contract signed with Caixa Geral de Depósitos, of 100,000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. pledged 21,000,000 and 8,000,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively.
To secure the commercial paper contract signed with Banco Espirito Santo, of 120,000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. and TDCIM - Sociedade Gestora de Participações Sociais, S.A. pledged 5,500,000 and 7,800,000 shares in CIMPOR - Cimentos de Portugal, S.G.P.S., S.A., respectively, Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 52,755,992 shares in Banco Comercial Português, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 2,727,500 shares in EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A..
To secure the commercial paper contract signed with Banco Espirito Santo, of 100,000 thousand euros, granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 34,000,000 shares in Banco Comercial Português, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares in C+P.A. - Cimentos e Produtos Associados, S.A..
To secure debts to third parties, in the value of 16,617 thousand euros, IMOTD - SGPS, S.A. pledged 47,870 shares in V8, S.A. and 47,780 shares in Parcauto, S.A..
Also constituted in favour of Caixa Geral de Depósitos, was a mortgage on lot 3, situated in Lagoas Park, owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the sum of 50,000 thousand euros.
A promissory mortgage was also constituted on lots 7, 8, 9, 10, 11, 12, 15, 16 and 23, situated in Lagoas Park, owned by Banco Comercial Português, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. to the current value of 90,000 thousand euros, with the exercise of the right to purchase by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., associated to the financial leasing contracts of the abovementioned real estate.
To secure the loan contract granted by TDHOSP - Gestão de Edifício Hospitalar, S.A., Teixeira Duarte - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos and Caixa Banco de Investimentos, 486,673 shares in TDHOSP - Gestão de Edifício Hospitalar, S.A.. Under the same financing contract Teixeira Duarte - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP - Gestão de Edifício Hospitalar, S.A., arising from investments which have already been made established in the management contract, to the value of 2,433 thousand euros.
Financial commitme
Most of the contracts of the financing operations taken out by operational companies or by sub-holdings do not foresee the maintenance of the majority control of their capital by Teixeira Duarte - Engenharia e Construções, S.A.. However, the letters of comfort which are requested from the Parent-company for the effects of the contracting of these operations usually contain the commitment not to dispose of the control (direct and/or indirect) of these associated companies.
As at 30 June 2009 and 31 December 2008, the letters of comfort provided by the Parent-company and other affiliated companies reached 556,956 and 605,579 thousand euros, respectively.
As at 30 June 2009 and 31 December 2008, factoring contracts without right of recourse were in force, which were registered as reductions in accounts receivable of the value of 119,629 and 129,471 thousand euros, respectively. In accordance with the contractual conditions, the Group's liability is restricted to the guarantee of acceptance of the invoices object of the factoring on the part of the customers.
24 - APPROVAL OF THE FINANCIAL STATEMENTS
The interim financial statements for the semester ended on 30 June 2009 were approved by the Board on Directors on 31 August 2009.
1st Semester of 2009 107 Notes to the Consolidated Financial Statements as at 30th June 2009
25 - SUBSEQUENT EVENTS
An important fact to note on the events which occurred after the closing of the first semester of this year, is the positive evolution of the stock market prices of the holdings owned by the Group, in particular in "Banco Comercial Português, S.A." and "Banco Bilbao Viscaya Argentaria, S.A.", the valuation of which at current market prices would have had a positive impact on equity, which would have registered 409 million euros, also implying that the financial autonomy of Teixeira Duarte would have increased, based on the figures calculated today, from 10.9% to 12.3%.
As noted above (Cf. IV.2), on 28 April 2009, Teixeira Duarte and "CIMPOR - Cimentos de Portugal SGPS, S.A." signed an Memorandum of Understanding relative to the termination of the joint holding in the abovementioned "C+P.A. - Cimento e Produtos Associados, S.A.", through the sharing of the assets owned by this jointly participated company.
The said Memorandum of Understanding established a series of assumptions or conditions, namely the negotiation and signing of the necessary binding contractual instruments, with this agreement being subject to the obtaining of all the legally required authorisations or approvals as well as third party agreements, within the period of three months, which could be extended through the mutual agreement of the parties.
After all the diligences pertinent to the affair had been completed, the assumptions or conditions established in that Memorandum of Understanding had not been met, leading to the conclusion, namely, of the impossibility, with a definitive character, of obtaining from third parties the agreements required for the realisation of the series of operations as forecast, resulting in the expiry of this agreement on this past 28th July.
1st Semester of 2009 108 Head Office Lagoas Park, Edifício 2 2740-265 Porto Salvo - PORTUGAL Tel.: (+351) 217 912 300 Fax: (+351) 217 941 120/21/26
Equipment Department • Angola • Libya • Russia Quinta das Maroitas Alameda Manuel Van Dunen 316/320-A Post Box 12025 MMK "Cement" Vale Figueira Caixa Postal 2857 - Luanda Dahra Post Office 183003 Murmansk 2695-595 São João da Talha Tel.: (+244) 222 641 500 / 222 641 501 Tripoli Tri Rutchia Street Tel.: (+351) 219 948 000 Fax: (+244) 222 641 560 Tel.: (+7) 815 248 8240 Fax: (+351) 219 554 536 • Macau Fax: (+7) 815 248 8509 • Algeria Rua de Xangai, nº 175 COC - Shuttering and Pre-stressing Operating Center Parc Miremont - Rue A, Nº 136 Bouzareah Edifício da Associação • São Tomé e Príncipe Av. 1º de Dezembro de 1640, EN 10 - km 16 16000 Alger Comercial de Macau, 10º A/E Clube Santana 2840-601 Aldeia de Paio Pires Tel.: (+213) 219 362 83 Macau Praia Messias Alves Tel.: (+351) 210 096 800 Fax: (+213) 219 365 66 Tel.: (+853) 28 780 288 Santana Fax: (+351) 210 096 888 Fax: (+853) 28 780 188 Distrito do Cantagalo • Brazil 144 São Tomé e Príncipe Offices Rua Iguatemi, 448 - 14º Andar • Morocco Tel.: (+239) 22 20 23 Conjunto 1401 Espace Porte d’Anfa, 2ème Étage • Azores CEP 01451 - 010 - Itaim Bibi Batiment B, 218+C19 • Tunisia Rua de São Gonçalo, 203-2º Esq. São Paulo Angle Boulevard Moulay Rachid 25, Rue d’Autriche 9500-343 Ponta Delgada Tel.: (+55) 112 144 57 00 et Rue El Mansour Tunis Tel.: (+351) 296 288 095 Fax: (+55) 112 144 57 04 20050 Casablanca Fax: (+351) 296 288 098 Tel.: (+212) 223 62 890 • Ukraine • Coimbra EMPA, S/A Fax: (+212) 223 62 647 CEMENT, Ltd. Av. Fernão de Magalhães, 584-2º Esq. Rua Major Lopes, 800 Khutorskaya str. 70 3000-174 Coimbra Bairro de S. Pedro • Mozambique 65055 Odessa Tel.: (+351) 239 855 320 Cep 30330-050 Av. Julyus Nyerere, 130 - R/C Tel.: (+380) 487 380 972 Fax: (+351) 239 855 329 Belo Horizonte - MG Maputo Fax: (+380) 487 380 964 Tel.: (+55) 313 221 4788 Tel.: (+258) 214 914 01 • Madeira Island Fax: (+55) 313 221 4256 Fax: (+258) 214 914 00 • Venezuela Rua das Pretas, 4 - 2º Dto. Tegaven - Teixeira Duarte y Asociados, CA 9000-049 Funchal • Spain • Namibia Av. Este 6 - Entre Nõ Pastor y Puente Vitoria Tel.: (+351) 291 206 930 Avenida Alberto Alcocer, nº 24 - 7º C KARIBIB Portland Cement, PTYC. Fax: (+351) 291 225 331 Edifício Centro Parque Carabobo 28036 Madrid 12th Floor, Sanlam Center Torre A, Piso 6 - Of. 601/602 Tel.: (+34) 915 550 903 145 - 157 Independence Avenue • Vila Nova de Gaia La Candelaria - Caracas Edifício Tower Plaza Fax: (+34) 915 972 834 PO Box 2558 - Windhoek Tel.: (+58) 212 574 2491 Tel.: (+264) 612 202 85 Rotunda Engº Edgar Cardoso, nº 23 Fax: (+58) 212 576 3906 Piso 8 • France Fax: (+264) 612 204 28 4400-676 Vila Nova de Gaia 11, Bis, Passage Dartois Bidot Tel.: (+351) 226 166 180 94100 Saint-Maur des Fosses Fax: (+351) 226 104 297 Tel.: / Fax: (+33) 160 422 745