Relatório E Contas Anual
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MOTA-ENGIL, SGPS, SA 2009 CONSOLIDATED REPORT & ACCOUNTS WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 2 22 2 Highlights Order book grows to €3.6 billion 14% growth of Sales and services rendered EBITDA and EBIT margins of 14.3% and 8.1% Net profit attributable to the GROUP in the sum of €71.7 million Net debt amounts to €2,288 million, of which €1,107 million relate to debt without recourse Turnover by Business Areas Ebitda by Business Areas 22% 79% 16% 34% 5% 44% Engineering & Construction 37% Environment & Services Transport concessions 42%21% thousand euros thousand euros 2009 % T 2008 % T 4Q09 % T 4Q08 % T Turnover 2,131,245 14.0% 1,868,731 563,283 10.9% 507,820 EBITDA 304,355 14.3% (2.2%) 311,336 16.7% 82,909 14.7% (19.6%) 103,088 20.3% EBIT 172,358 8.1% (10.6%) 192,740 10.3% 43,084 7.6% (32.2%) 63,512 12.5% Net financial income (115,455) (5.4%) 11.0% (129,759) (6.9%) (30,342) (5.4%) 24.9% (40,387) (8.0%) Net income/losses from equity method 50,568 2.4% 593.8% 7,289 0.4% (51) (0.0%) (100.5%) 10,641 2.1% Income before taxes 107,472 5.0% 52.9% 70,270 3.8% 12,690 2.3% (62.4%) 33,766 6.6% Net income 79,912 3.7% 100.9% 39,770 2.1% 4,748 0.8% (73.1%) 17,640 3.5% Attributable to: minority interests 8,174 0.4% (11.2%) 9,204 0.5% 950 0.2% (27.5%) 1,311 0.3% Group 71,738 3.4% 134.7% 30,566 1.6% 3,798 0.7% (76.7%) 16,329 3.2% Martifer gains/losses 40,389 2,790 (2,471) 10,081 Group Net Income (ex Martifer) 31,349 1.5% 12.9% 27,776 1.5% 6,268 1.1% 0.3% 6,248 1.2% EBITDA = Operating profit + depreciation + provisions and impairment losses Net debt = Debt – cash & cash equivalents WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 3 Contents Highlights 2 Main events in 2009 4 Message from the Chairman of the Board of Directors 7 Message from the Chief Executive Officer 8 Consolidated Management Report 10 Macroeconomic framework 10 Economic and financial review 13 Business areas 18 Engineering & Construction 18 Environment & Services 27 Transport Concessions 30 MOTA-ENGIL on the stock market 34 Risk management 37 Creation of value with and through People 41 Proposal for the appropriation of profits 44 The Outlook for 2010 45 Subsequent events 46 Closing remarks 47 Consolidated Financial Information 50 Consolidated Income Statement 51 Consolidated Statement of Comprehensive Income 52 Consolidated Statement of Financial Position 53 Consolidated Statement of Changes in Equity 54 Consolidated Statement of Cash-flows 55 Notes to the Consolidated Financial Statements 56 Report on Corporate Governance Practices 121 Annexes 162 Declaration under Article 245 of the Securities Code 162 Article 324 of the Companies Code 163 Article 447 of the Companies Code 164 Article 448 of the Companies Code 165 Decree-Law 411/91 165 Qualified Holdings 166 Supervision Reports 167 Statutory Auditors’ Report 168 Report and Opinion of the Statutory Audit Board 170 Auditors’ Report 172 WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 4 44 4 Main events in 2009 Conclusion of the acquisition of 24.19% of LUSOPONTE, when MOTA-ENGIL came to be the company's biggest equityholder, with 38.02% of its issued capital. LUSOPONTE holds the concession for two of the crossings over the river Tagus until March 2030. Adjudication to a consortium including MOTA-ENGIL CENTRAL EUROPE (formerly MOTA-ENGIL POLSKA) of the construction contract for an expressway, with a motorway cross-section, in the city of Skarzyko, 180 kilometres from Warsaw. The contract is valued at €160 million, of which €140 million will be in the hands of MOTA-ENGIL POLSKA. The job is scheduled for completion in December 2010. Adjudication of the Port of Paita Concession, located in northern Peru, in the Piura Province, to a consortium in which MOTA-ENGIL has a 50% stake (through its affiliates TERTIR, in Portugal, and TRANSLEI, in Peru). The initial investment required by the project amounts to about US$ 130 million, with a planned additional investment of about US$ 120 million for replacements. Through a consortium in which it has a 19% stake (which will be reduced to 12% immediately after the close of the financing agreements and the actual start of the life of the concession), ASCENDI, the transport infrastructure manager held by the MOTA-ENGIL GROUP (60%) and the Espírito Santo Group (40%), signed a 30-year concession contract with the Slovakian State, which includes the design, construction, financing, operation and maintenance of 5 sections of the D1 Motorway in Slovakia. The total value of the project amounts to around €3.3 billion, which includes an investment of about €2.5 billion during the construction period. It is a motorway about 75 kilometres in length, including 168 bridges of a total length of 33.5 km and 4 tunnels of a total length of 7,300 m. MOTA-ENGIL ENGENHARIA is part of the construction consortium, with a holding of 20%. ASCENDI signed a concession contract for the Marechal Rondon Leste highway in the State of São Paulo. This is ASCENDI's first operation on the Brazilian market, involving a total investment of about €780 million and a fixed payment of around €184 million to be made to the State of São Paulo during the first 18 months of the life of the contract. Adjudication of the Rehabilitation of the Bay of Luanda to a partnership between MOTA-ENGIL ENGENHARIA and Soares da Costa (50/50). The job, at a total expected price of US$ 130 million, will last around 24 months. WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 5 Signature of a Memorandum of Understanding on the incorporation of a company under Angolan law called MOTA-ENGIL ANGOLA, of which 51% will be held by MOTA-ENGIL ENGENHARIA and 49% by an Angola consortium headed by Sonangol. Close of a contract for the design and construction of an expressway in Poland, between the Polish State and a consortium formed by MOTA-ENGIL CENTRAL EUROPE (formerly MOTA-ENGIL POLSKA) (which heads the group with 51%) and Strabag. The project consists of the design and construction of a section of the S8 Expressway to the northeast of Warsaw, between the cities of Jezewo and Bialystok over a distance of 160 km. The completion deadline is 36 months and the value of the project, net of VAT, amounts to approximately €123 million. Close of a concession contract between a consortium in which MOTA-ENGIL has a 40% stake (through ASCENDI) and the Mozambican State, for the design, construction, financing, operation and routine maintenance of the New Bridge over the Tete River in Mozambique. It also involves the rehabilitation and maintenance of several highway infrastructures in the region, besides the operation and routine maintenance of the present Samora Machel Bridge in Tete. The life of the concession is 30 years and the investment planned for the construction period is €106 million. The construction will be undertaken by a group in which MOTA-ENGIL (though MOTA-ENGIL ENGENHARIA E CONSTRUÇÃO) has a 43.5% stake. Adjudication of jobs in Poland totalling €111 million: Design and construction of a section of Expressway S8 between the cities of Wroclaw and Olesnica, with a length of 22 km (construction deadline of 31 months and a value net of VAT of approximately €87 million); Reconstruction of a roundabout at the intersection of two expressways in Krakow (project value net of VAT of approximately €24 million). Award of the Pinhal Interior Sub-concession to a consortium headed by MOTA-ENGIL (42.08%). Located in the centre of Portugal with a length of approximately 520 km, the sub-concession includes two main highways – IC3 and IC8. The IC3 runs north-south linking the future Centre Motorway Sub-concession from the Coimbra interchange (IP3/IC2) to the A23 in the region of Torres Novas, and the IC8 is an east-west highway linking the A17 in the Pombal/Ansião zone back to the A23 near Vila Velha de Rodão. The concession has a life of 30 years involving an initial investment in the order of €1,429 million. Its remuneration is based on its availability for traffic. Of this investment about €210 million will be financed by own funds and the remainder by loans to be taken out from the EIB and commercial banks totalling some €1,200 million. The value of the construction contract is €958 million and MOTA-ENGIL has a 52.88% stake in the construction consortium. WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 6 66 6 Formalisation of a partnership with a local company, that is the country's leader in the wire-drawing industry to set up, through MOTA-ENGIL ANGOLA, a wire-drawing factory in the province of Benguela. This project involves, for the first stage (to be concluded during 2010), an investment of more than US$15 million, and it will lead to the production of welded mesh and nails, which are in short supply in the region and have to be imported by the market on a recurrent basis. Further investments are planned for a later stage, designed to extend the product range. WorldReginfo - 6bf74c7f-39e5-4a1f-b232-e3c9e0ba899d 2009 CONSOLIDATED REPORT & ACCOUNTS 7 Message from the Chairman of the Board of Directors To the Members of Mota-Engil, SGPS, SA, When, a year ago, I addressed you in the 2008 Annual Report and Accounts, the global crisis was already affecting the greater part of the countries in which the GROUP operates, further hampering compliance with the objectives we had established for 2009.