Annual Report 2012 1 LETTER from the CHAIRMAN
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Report Annual 2012 OHL México is one of the largest operators in the private sector of concessions in transporta- tion infrastructure in Mexico and is the leader of its sector in the Mexico City metropolitan area in terms of number of concessions assigned and kilometers managed. The Company’s port- folio includes six toll road concessions, four of which are in operation, one on its final stage of construction and partially operating and one currently in a legal proceeding. These toll road concessions are strategically located and cover basic transportation needs in the urban areas with the highest vehicular traffic in Mexico City, the State of Mexico and the State of Puebla, which combined contributed with 31% of Mex- ico’s GDP in 2011 and represented 27% of the population and 27% of the total number of reg- istered vehicles (8.6 million) in Mexico. Further- more, the Company has a 49% stake of the con- cession company of the Airport of Toluca, which is the second-largest airport serving the Mexico City metropolitan area. OHL Mexico initiated operations in 2003 and is directly controlled by OHL Concesiones of Spain, one of the largest company in the transportation infrastructure segment in the world. Financial Highlights 1 Senior Management and Board of Directors 30 Letter From The Chairman 2 Financial Information 33 Corporate Governance 4 Discussion and Analysis of OHL México 6 the Financial Statements 35 Introduction 7 Independient Auditor’s Report 38 Concessionaries 8 Consolidated Financial Statements 40 Service Companies 21 Notes To Consolidated Financial Statements 48 2012 Highlights 22 Glossary 111 Corporate and Social Responsibility 25 Directory 112 Financial Highlights (In millions of pesos, except per share data) 2012 2011 Change % Total revenues 20,083 16,789 19.6% Operating income 9,845 7,079 39.1% Operating margin 49.0% 42.2% Total EBITDA1 10,831 7,539 43.7% EBITDA margin 53.9% 44.9% Consolidated net income 5,165 3,747 37.8% Consolidated net income - Controlling interest 5,158 3,758 37.3% Total assets 73,823 61,131 20.8% Cash, cash equivalents and restricted trust funds 2,069 4,196 -50.7% Total debt 28,516 24,203 17.8% Stockholders' equity 32,822 28,184 16.5% Investment in infrastructure per concessions 7,879 8,580 -8.2% Data per share 2 Net income 3.4552 2.5173 Book value 21.9868 18.8800 1 Operating income plus depreciation and amortization and other income, net 2 Based on 1,492,788,102 shares outstanding. Investment in Infrastructure Total Revenues Operating Income Total EBITDA (millions of pesos) (millions of pesos) (millions of pesos) per Concessions (millions of pesos) 9,845 10,831 12,796 20,083 7,079 17,008 16,789 7,539 8,779 8,580 7,879 4,622 11,304 4,925 5,824 7,094 2,073 2,027 2,212 2,130 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 OHL México Annual Report 2012 1 LETTER FROM THE CHAIRMAN Dear Shareholders: In a context of a stable economic environment, within which México’s Gross Domestic Product grew 3.9% and the Consumer Price Index rose 3.6% in 2012, OHL México has made major strides in consolidating itself as one of the leading companies in México’s transportation infrastructure industry. Progress has been made on the construction of two major infrastructure works that, upon completion, will substan- tially improve mobility of the country’s capital: Autopista Urbana Norte and Supervía del Poniente. Both toll-roads, which are in their final construction phase and partially operating, combined with our more mature projects will yield solid financial results. Operating revenues during 2012 reached 2,570 million pesos which, compared to results obtained in the previous year, represented a 33% increase. In addition, toll road EBITDA grew 19% year-on-year reaching 1,475 million pesos. Consolidated net income in 2012 posted an increase of 38% compared to the previous year. The increase of 31% in the Company’s share price during the year, clearly reflects a widespread public perception of OHL México’s capabilities and business potential. Circuito Exterior Mexiquense, our main infrastructure project that spans 110 kilometer (68 miles) in the State of México, registered important advances in traffic and operating revenue, which grew 25% and 33% respectively. At the end of 2012, we received the fifth amendment of the concession title from the Government of the State of México. Through this amendment, investments made in this important infra- structure project are balanced by adjusting the concession term and toll rates. Autopista Amozoc-Perote stood out for its solid operating performance. During 2012 this toll-road, which is now in its maturity stage, posted 21% growth in operating revenues. Viaducto Bicentenario continued a highly satisfactory performance by reaching 37% traffic growth and 44% growth in operating revenues in 2012. This was a result of commercial measures which, combined with the effect of the opening of new tranches in the interconnected Autopista Urbana Norte, drove this strong performance by allowing users longer trips and shorter times. The final two tranches in Autopista Urbana Norte became operational at the end of 2012. The first is a tunnel of 0.8 kilometer in length crossing Paseo de la Reforma and the second is an elevated viaduct that extends 5.7 kilometer from Alencastre St. to San Antonio Ave. With these two additional segments, continuity has been achieved within the nearly 10 kilometer stretch from Toreo to San Antonio integrating a roadway ring from Querétaro to Cuernavaca that significantly improves local and regional connectivity. Operations also started at the end of 2012 on two stretches of Autopista Urbana Poniente. The first one, with a length of 1.6 kilometer connects Avenida Centenario with Las Águilas. The second one runs be- tween Las Águilas and Luis Cabrera and operates with a reversible traffic flow, going from south to west in the morning hours and the opposite in the afternoon. This toll-road consists of 5 tunnels and 5 bridges crossing Bosque de Tarango and Parque La Loma, thereby solving mobility problems between southern and western México City. 2 OHL México Annual Report 2012 The Libramiento Norte de Puebla, planned as a roadway loop in that city to solve traffic congestion on the México-Veracruz federal highway, is currently in the midst of a legal dispute due to the decision of the Government of the State of Puebla to recover the concession granted to OHL México in 2008. During 2012, interoperability was achieved on all electronic toll devices used by the various toll-road concession companies in the México City Metropolitan Area. Through the development of a model with multiprotocol scanning capabilities at all of our toll booths as well as those of other concessionaires, us- ers now have the opportunity to access the entire urban toll-road network regardless of which TAG provider they choose. With regard to Toluca International Airport, a concession in which OHL México has a 49% stake, in 2012 we reported a 40% decrease in the number of passengers due to the fact that some airlines shifted to México City International Airport at the time Mexicana Airlines exited the market in 2010. Although this is still affecting Toluca Airport, the announcement by Aeromexico that it will resume operations at this Airport with four domestic and one international destination, could represent a turning point in its traffic flow. Considering that México City Airport is coming close to saturation point, Toluca Airport will be a valu- able asset within OHL México’s portfolio. Nowadays, Corporate Social Responsibility is a key issue in a business culture. Therefore, while continuing our support to needy communities in the vicinities of our infrastructure, we also keep our participation in driver’s education programs at various schools in the México City Metropolitan Area. In addition, we de- cided to implement a Total Quality Management System, Environment and Labor Risk Prevention in 2013 for its start-up of operations in 2014. The latter two elements affecting the social environment will make more evident and measurable OHL México’s commitment to this program. In line with an improved outlook for the Mexican economy reflected in the Consumer Confidence Index measured by the Instituto Nacional de Estadística y Geografía (INEGI) and Banco de México over the last year, and at the start of a new Federal Government that clearly recognizes the need for long-term reforms giving support to expectations and results, OHL México assumes its role as a company committed to sus- tainable and continued growth of the Mexican economy. On behalf of the Board of Directors of OHL México, I wish to thank all of our clients, shareholders and sup- pliers for their support during the year. I also want to recognize our staff members, technicians, employ- ees and workers for their unconditional support in being the fundamental reason behind our important achievements in 2012 which, undoubtedly, set the foundation for the growth of our company and for the development of productive infrastructure and services in México. José Andrés de Oteyza Chairman of the Board OHL México Annual Report 2012 3 Corporate Governance GOVERNANCE STRUCTURE Board of Directors Chairman José Andrés de Oteyza Fernández Vicepresident Juan Luis Osuna Gómez Members Tomás García Madrid Enrique Weickert José María del Cuvillo Pemán Felipe Ezquerra Plasencia Carlos Ruiz Sacristán Jesús Reyes-Heroles González-Garza Valentín Díez Morodo Non-member Secretary José Francisco