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ACS Main Figures Actividades de Construcción y Servicios, S.A. 06. of the ACS Group Annual Report Ordinary General Shareholders’ Meeting ACS Group Financial and operating data 2001 2002 2003 (1) 2004 (1) 2005 (1) 2006 Millions of euros The Board of Directors of this Company, in a meeting held on 15 March 2007, resolved to call an Ordinary General Shareholders’ Meeting, to be held in Madrid, at the Palacio Municipal de Congresos, Turnover 3,921.4 4,420.2 8,825.1 10,817.9 12,113.9 14,067.2 Operating profit 267.8 305.3 573.5 723.9 817.4 971.6 Avenida de la Capital de España, Madrid s/n, Campo de las Naciones, at 12:00 p.m. on 10 May 2007 Profit before tax 222.3 250.4 283.4 623.3 804.3 1,553.5 on first call, and on the following day, 11 May 2007, at the same time and in the same place, on second Attributable net profit 149.2 181.4 229.5 452.5 608.7 1,250.1 call, with the following: Cash-flow (*) 238.4 312.8 505.4 709.7 886.8 1,548.8 Dividends paid 32.0 38.4 46.1 96.8 137.6 211.7 Agenda Total investments 201.7 1,050.7 657.5 1,196.4 4,216.4 5,407.1 Total assets 3,880.6 4,914.5 11,226.3 12,399.6 17,712.5 25,182.7 1. Approval of the Company's Individual 2006 Annual Reports, Balance Sheets, Income Statements and Shareholders’ equity 910.8 980.4 1,796.4 1,905.4 2,480.9 3,115.7 Management Reports, and of the consolidated accounts of the group of companies of which ACS, Total net debt 124.7 594.5 1,230.6 1,423.9 4,264.6 8,746.3 Actividades de Construcción y Servicios, S.A. is the Parent Company. Distribution of results. Annual Order book 6.809.9 7,422.5 22,537.8 23,928.4 26,868.1 29,918.3 Number of employees 30,804 32,555 97,112 107,748 113,273 123,652 Corporate Governance Report and Corporate Social Responsibility Report. (*) Net profit + Depreciation + Change in povisions 2. Approval of the management of the Board of Directors in 2006. 3. Ratification, dismissal and appointment, if applicable, of Board Members. Data per share (2) 2001 2002 2003 (1) 2004 (1) 2005 (1) 2006 Euros 4. Modification of article 4 of the By-laws, regarding the corporate purpose. Earnings 0.78 0.94 0.76 1.30 1.74 3.58 5. Authorisation for the derivative acquisition of treasury stock. Gross dividend 0.20 0.24 0.27 0.39 0.60 1.25 Cash-flow 1.24 1.63 1.68 2.01 2.51 4.39 Shareholders’ equity 4.74 5.10 5.05 5.40 7.03 8.83 6. Appointment of Company and Group Auditors. 7. Delegation of powers for the execution and formalisation of resolutions. 8. Reading and approval, if applicable, of the Minutes of the General Meeting. Stock market data 2001 2002 2003 2004 2005 2006 Listed shares (2) (3) 192,185,448 192,185,448 355,580,493 352,873,134 352,873,134 352,873,134 Market capitalization (millions of euros) 1,755.3 1,963.5 4,587.0 5,928.3 9,601.7 15,071.2 Year-end closing price (2) 9.13 € 10.22 € 12.90 € 16.80 € 27.21 € 42.71 € Annual revaluation 9.16% 11.86% 26.26% 30.23% 61.96% 56.96% www.grupoacs.com Key ratios 2001 2002 2003 (1) 2004 (1) 2005 (1) 2006 2006 Operating margin 6.8% 6.9% 6.5% 6.7% 6.7% 6.9% Net margin 3.8% 4.1% 2.6% 4.2% 5.0% 8.9% ROE 17.3% 19.2% 16.5% 23.6% 27.5% 45.5% Gearing (4) 12.5% 54.9% 64.9% 70.5% 161.8% 268.6% Dividend yield 2.2% 2.3% 2.1% 2.3% 2.2% 2.9% ACS Group (1) Under IFRSs standards (2) Adjusted by the 3 x 1 Split of year 2004 (reduction of the nominal value of the shares from € 1.50 to € 0.50 with the consequent and simultaneous increase in the number of shares in proportion to the stock capital) (3) On June 10th, 2004, there was a reduction in the stock capital by a nominal amount of € 1,353,679.5 through the redemption of 902,453 shares of treasury stock (4) Gearing: Net Debt / (Shareholders´Equity+Minority interests) Annual Report Photo: Project for the building of “La Pepa” bridge in Cadiz, Spain Economic and 2. Financial Report 2.1 Directors’ Report of the Consolidated Group ... 90 2.2 Consolidated Financial Statements ................ 112 2.3 Auditors’ Report on Consolidated Financial Statements ................................... 238 2.4 Historical Performance ................................ 240 88 89 2. Economic and Financial Report Directors’ Report of the 2.1 Consolidated Group 2.1.1 Business performance of the ACS Group in 2006 2.1.1.1 Main events Main financial aggregates 2005 2006 Var. 06/05 Millions of Euros Revenue 12,113.9 14,067.2 +16.1% International 17.4% 16.2% Gross Profit from Operations 1,095.5 1,270.3 +16.0% Margin 9.0% 9.0% Net Profit from Operations 817.4 971.6 +18.9% Margin 6.7% 6.9% Net Contribution of Listed Investees 78.6 231.9 +194.9% Ordinary Net Profit* 608.7 835.4 +37.2% Attributable Net Profit 608.7 1,250.1 +105.4% Margin 5.0% 8.9% EPS 1.74 € 3.58 € +105.4% Total Net Debt 4,264.6 8,746.3 +105.1% Net debt with recourse 1,909.4 1,753.4 -8.2% Non-recourse financing 2,355.2 6,992.9 +196.9% Equity 2,635.5 3,256.4 +23.6% Leverage** 72.4% 53.8% Net Investments 4,216.5 5,407.1 +28.2% * Profit after taxes excluding extraordinary results ** Net debt with recourse / Equity In 2006 the ACS Group's operating performance was excellent from the standpoint of both activities and profitability. In 2006 sales were up by over 16% and an increase in profitability was reflected by the net profits from operations which were close to 19% higher than in the previous year. The ACS Group's investment in listed companies in the past two years gave rise to a contribution by these companies to the Group's profit, after taking into account finance costs net of the taxes relating to the investment of EUR 231.9 million made at 31 December 2006, up by 194.9% on the previous year. Due to the sale of the Group's ownership interest in Urbis in December, with a gain before tax of EUR 510.9 million, ordinary income after taxes, without taking the extraordinary results for the year into account (mainly relating to the sale of Urbis) rose by 37.2% to EUR 835.4 million. The net income attributable to the Group doubled to EUR 1,250.1 million, with a margin of 8.9% over sales. Based on these figures, earnings per share increased by 105.4% to EUR 3.58 per share. 90 As a summary of the structure of the ACS Group's balance sheet, noteworthy is the balance of net recourse debt which dropped by 8.2% to EUR 1,753.4 million, equivalent to leveraging of 53.8%. Nonrecourse financing amounted to EUR 6,992.9 million. The ACS Group's investment effort in 2006 was significant, as reflected by net investments which amounted to EUR 5,407.1 million, of which EUR 3,297.3 million related to the acquisition of 10% of Iberdrola and EUR 1,728.0 million to the purchase of 16% of Unión Fenosa. This figure also takes into account the sale of the Group's ownership interest in Urbis for EUR 822.6 million. The contracting business performed soundly, growing by 11.4% as a result of the ongoing commercial drive of all the Group companies. Consequently, the Group's total backlog reached a record breaking figure of almost EUR 30 million. ACS continued to firmly back the electricity sector as one of the main areas of the Group's strategic development, as evidenced by the successive investments made throughout the year in the sector's top companies: n In March 2006 the takeover bid launched by the ACS Group at the end of 2005 on 10% of Unión Fenosa was successfully completed at a price of EUR 33 per share, involving an investment of EUR 1,005.4 million. n In the last four-month period of 2006 the ACS Group increased its ownership interest by 6%, investing EUR 722.6 million in the purchase of shares of Unión Fenosa on the market. As a result of this transaction, the Group ended the year with a 40.5% ownership interest in this company. n In the last week of September 2006 the ACS Group acquired 90.2 million of the shares of Iberdrola, representing 10% of this company's share capital. The Group's total investment amounted to EUR 3,297.3 million, equivalent to an average price of EUR 36.6 per share of Iberdrola. On 14 June 2006 an agreement was reached by the shareholders of Xfera and TeliaSonera whereby the Scandinavian operator acquired a 77% stake in Xfera.