Grupo Soares Da Costa, SGPS, SA» and Respective Leading Entrepreneurial Group
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Grupo Soares da Costa, SGPS, S.A. public company Head Office: Rua de Santos Pousada, 220 – 4000-478 Porto Share capital 160,000,000 Euros NIPC 500 265 763, Registered at the Porto CRC CONTACTS: General [email protected] 228 342 200 Media, Public relations [email protected] 228 342 692 Investor support [email protected] 228 342 534 Management Report 1st Half of 2009 HIGHLIGHTS: Turnover of 474.8 million euros, 23.4 % higher than the previous year; 53.8% of the Turnover results from international activity, with the most significant growth being in the United States of America and Romania; Operating profit (EBIT) of 26.5 million euros, compared to 22.9 million one year ago (+ 16.0%); EBITDA grows by 11.1% to 43.2 million euros, representing +9.1% of the Turnover; Financial results of -19.0 million compared to -17.4 one year ago; Profit before tax of 7.5 million euros, 36.5% higher than that for the same period of the previous year; Net profit attributable to the Group of 4.7 million euros, showing growth of 3.6% relative to the same period of the previous year; Backlog at the end of the semester of 1 862 million euros, compared to 1 443 million one year ago; Selection of the “Celtic Metro Group” Consortium in which the company holds 23% for the Final Phase of the tender for the construction of the “Dublin Metro North” in Dublin (Republic of Ireland). Grupo Soares da Costa Management Report – 1st Semester of 2009 – Page 1 of 36 0. INTRODUCTION The present interim management report and accompanying financial statements seek to offer the Shareholders and the capital market, in compliance with the applicable legislation, namely the Commercial Companies Code, Securities Code and rules and recommendations of the Portuguese Securities Market Commission on matters relative to the presentation of six-monthly accounts, public knowledge on the evolution of the businesses, economic- financial situation and the most relevant aspects on the life of the company «Grupo Soares da Costa, SGPS, SA» and respective leading Entrepreneurial Group. The consolidated accounts presented are prepared in accordance with the International Accounting Standards (IAS/IFRS) applicable to the interim reports, as adopted in the European Union. 1 Under the terms of the provisions in sub-paragraph b) of number 3 of article 246 of the Securities Code , the individual six-monthly accounts are required to be disclosed only when they contain significant information. The company, as in previous years, has also chosen to disclose the information relative to its individual accounts and which, in this case, are prepared in accordance with the accounting principles generally accepted in Portugal (National Plan of Accounts and accounting directives issued by the Accounting Standardisation Commission). The financial statements which accompany this report have not been subjected to an audit or a limited review. Abbreviations and expressions are used in this Report for motives of simplicity, with the following meanings: • ABFS Annex to the individual Balance Sheet and Financial Statements • AP&EN “Accounting Policies and Explanatory Notes” which are part of the consolidated Financial Statements. • EBIT Operating Result • EBITDA Operating cash flow • BA Business Area • T Turnover, corresponding to the sum of “Sales", Services Rendered” “Supplementary Income” (POC accounts 71, 72 and 73) 1 In the version provided by article 7 of Decree-Law number 357-A/2007, of 31 October Grupo Soares da Costa Management Report – 1st Semester of 2009 – Page 2 of 36 I. GENERAL SUMMARY In an adverse global macroeconomic environment following the serious and unprecedented financial crisis, which spread rapidly last year, the Soares da Costa Group activity has continued to pursue its recent line guided by the dual objectives of internationalisation / diversification and based on the strategic lines defined in the 2007-2012 Business Plan. This activity, in the semester which has now ended, concentrated on organic aspects: in the consolidation of its market share, in the improvement and fine-tuning of management methods and processes and in the solidification of business profitability levels. In addition to the facts noted in the highlights of this information and which are of immediate importance in this general summary, the following table presents the Main Consolidated Indicators Values in thousand euros Headings 1st Sem 2009 1st Sem 2008 Variation Turnover 474.837 384.816 23,4% EBITDA 43.235 38.907 11,1% EBITDA Margin / Business Turnover 9,1% 10,1% -1.0 p.p. Operating Results 26.542 22.884 16,0% Financial Result -18.995 -17.355 9,4% Profit Before Tax 7.548 5.529 36,5% Net profit attributable to the Group 4.724 4.561 3,6% It should also be noted in particular the value of the backlog standing at 1862 million at the end of the semester to which this information refers, in comparison with 1443 million euros in the previous year. At the level of the individual accounts, a net result of 28.8 million euros was registered at the end of the 1st Half, against the value of 4.2 million for the same period of the previous year, essentially based on the income gained from capital holdings (dividends) to the value of 31.9 million euros relative to the 8.75 million in the 1st Half of 2008 This general summary ends with a reference to some of the important facts of the semester which has now ended: i) Holding of the Annual General Meeting of Shareholders on 27 April 2009 where all the points on the agenda were approved, with the following being of particular importance: a) Deliberation of this General Meeting together with the deliberation of identical content of the Special General Meeting of the same date to convert the preferred shares without voting rights into ordinary shares; b) Approval of the Management Report, Individual Accounts and Consolidated Accounts relative to 2008, as well as the application of the individual net results. Regarding the application of the Grupo Soares da Costa Management Report – 1st Semester of 2009 – Page 3 of 36 results, of particular note is the decision, after an interregnum of eleven years, to distribute dividends; ii) Establishment of an agreement of cooperation with the Indi Group, of Mexico, to participate in public tenders in that country; iii) Publication of the second Sustainability Report relative to 2008 under the title «Growing in a Responsible Manner»; iv) Conclusion of the construction of the bridge over the River Zambezi in Mozambique (in a consortium), bridge over the River Cacheu in Guinea Bissau and bridge at Catumbela in Angola (in a consortium); v) Selection for the Final Phase of the North Metro in Dublin, of the consortium in which the Group holds 23%; vi) Award of the construction of a stretch of approximately 12 Km of the “Fall Line Freeway” motorway, in the State of Georgia (USA), in the value of 29.9 million US$ (in July 2009). Grupo Soares da Costa Management Report – 1st Semester of 2009 – Page 4 of 36 II. ORGANISATION II.1 Composition and organogram of the Group Maintaining construction as its core activity, the Group has continued organised since the end of 2002, according to four major business areas, each headed by a holding company, as follows: • Soares da Costa Construção, SGPS, S.A. - civil construction and engineering • Soares da Costa Indústria, SGPS, S.A. - construction subsidiary or highly specialised industries • Soares da Costa Concessões, SGPS, S.A. - operation of infrastructure or public service concessions • Soares da Costa Imobiliária, SGPS, S.A. - real estate management and promotion These four companies, fully held by Grupo Soares da Costa, SGPS, SA, own direct holdings in the operational companies of each specific business area, although, and in a vertical structure, some of these companies also own holdings in other companies. On the other hand, the Company also owns direct holdings, of which SCSP - Soares da Costa Serviços Partilhados, SA and Soares da Costa Desenvolvimento, S.A. are of particular importance, with the latter being especially suited to being the Group's vehicle for entry into new business areas. The organogram on the next page illustrates the structure of the holdings and consolidation methods, thus presenting the extent of the coverage and composition of Grupo Soares da Costa. The full list of the directly and indirectly participated companies, included or not in the consolidation, is presented in notes number 3, 4, 5 and 6 of the AP&EN, where other information is also disclosed. Grupo Soares da Costa Management Report – 1st Semester of 2009 – Page 5 of 36 Grupo Soares da Costa, SGPS, SA 100% 100% 100% 100% SDC Constru ção, SDC Imobiliária, SDC Concessões, SDC Indústria, SGPS, SA SGPS, SA SGPS, SA SGPS, SA 100% SDC América, INC CLEAR, SA 100% 100% MZI, LDA SDC América, INC CLEAR, SA MZI, LDA 100% SDC CONCESIONES 100% Porto Construction SDC CONCESIONES SOCOMETAL, SA 60% Porto Construction 95% CLEAR COSTA RICA, SA SOCOMETAL, SA Group, LLC CLEAR 100% CIAGEST, SA COSTA RICA, SA Group, LLC ANGOLA, SA CIAGEST, SA ANGOLA, SA SDC Construction 100% 80% SDC Construction Mercados Novos, LDA 100% COSTAPARQUES, SA Services, LLC MTA, LDA.(7) Mercados Novos, LDA COSTAPARQUES, SA Services, LLC MTA, LDA.(7) 100% 99% 100% SDC C.S., LLC SOARTA, SA SDC C.S., LLC 100% SDC Serviços Técnicos SOARTA, SA SDC Serviços Técnicos 100% e de Gestão, SA Prince, LLC e de Gestão, SA Prince, LLC 100% HABITOP, SA HABITOP, SA INFRAESTRUCT. SDC 100% LusoAir, INC 100% INFRAESTRUCT.100 SDC LusoAir, INC COSTA RICA, SA 100% COSTA% RICA, SA NAVEGAIA, SA 100%SDC Contractor, LLC NAVEGAIA, SA SDC Contractor, LLC 100% CPE, SA CPE, SA 100% SDC IMOBILIÁRIA, Gaia, CCMS, LLC 99% SDC IMOBILIÁRIA, todoIntegral (2) Gaia, CCMS, LLC LDA (ANGOLA) (2) é LDA (ANGOLA) 80% 100% SCSP - Soares da Costa M SDC Moçambique, SARL INTEVIAS, SA SCSP - Soares da Costa SDC Moçambique, SARL INTEVIAS, SA Serviços 100% CAIS da Serviços (3) CAIS da Partilhados, SA 100% SDC S.