Annual Report 2010 - TPF Planege

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Report and Accounts

2010


“TPF Planege wants to be increasingly considered as a reference company in the areas and markets where it is working (…)”. Extract from the Company’s Integrated Policy of Quality, Safety and Environment

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Report and Accounts ‘10


Report and Accounts ’10 ÍNDEX

SUMMARY SOCIAL BODIES

............................................................................. 4

GENERAL ORGANOGRAM ...................................................... 6 REPORT OF THE BOARD OF DIRECTORS Introduction ................................................................................... 9 Analysis of Accounts ...................................................................... 11 Activities in 2010 ........................................................................... 13 Perspectives for 2011 ..................................................................... 31 Proposal of Distribution of Results ................................................. 33 Legal Provisions ............................................................................ 35 Final Considerations ...................................................................... 35

FINANCIAL STATEMENTS Balance Sheet at 31st December 2010 ......................................... 39 Income Statement per Nature at 31 December 2010 ..................... 40

STATUTORY AUDIT AND REPORT AND OPINION OF THE AUDITOR Statutory Audit of Accounts ........................................................ 44 Report and Opinion of the Auditor ................................................ 46

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SOCIAL BODIES

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Report and Accounts ‘10


Report and Accounts ’10 SOCIAL BODIES

Board of Directors Jorge Maurice Banet Nandin de Carvalho, President Thomas François Hervé Spitaels, Member Fernando José Mena Gravito, Member Luís Manuel Fernandes Marques Conduto, Member José Luís Mendes Pinheiro Veloso, Member Vitor Manuel Teixeira da Fonseca, Member Christophe André Gilain, Member

Table of the General Assembly Thomas François Hervé Spitaels, President Luís Manuel Fernandes Marques Conduto, Secretary

Auditor Gomes Marques, Carlos Alexandre & Associada – SROC, represented by: - Carlos José Castro Alexandre, ROC no. 692 - Vicente Pereira Gomes Marques, ROC no. 669, Alternate

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GENERAL ORGANOGRAM

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Report and Accounts ‘10


Report and Accounts’10 GENERAL ORGANOGRAM

BOARD OF DIRECTORS

DIVISION OF ADMINISTRATION AND PERSONNEL

DIVISION OF STUDIES AND PROJECTS

DELEGATION OF MADEIRA

DIVISION OF TRADING AND MARKETING

DIVISION OF WORKS MANAGEMENT AND SUPERVISION

DIVISION OF EUROPE

DIVISION OF QUALITY AND INFORMATION

DIVISION OF PROJECTS MANAGEMENT AND INDUSTRIAL ENGINEERING

DIVISION OF ALGERIA

DIVISION OF ANGOLA

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REPORT OF THE B0ARD 0F DIRECT0RS Following legal and statutory provisions the Board of Directors is submitting to the shareholders the Management Report, Financial Statements and Proposal for Application of Results regarding the exercise ending in the 31st December 2010.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Introduction

1. INTRODUCTION

The combination of several adverse factors led the year 2010 to a standby situation in the expansion that the company had been sustainably following since 2006. The crisis in Europe, even stronger in Portugal during the present year, along with a stagnation in our business areas in markets to which we are exporting led in global terms to the fact that revenues and results have decreased. Although the revenues are back to those of 2008 the same is not happening with the results which have suffered an important setback. The main reason for this reduction is connected with the slowing down and the suspension in 2010 of works which had been awarded in those markets, these setbacks having already been envisioned in the report for 2009. This slowing down and stoppages have implied the repatriation of several experts of TPF Planege which were operating abroad, namely in Angola and Algeria. This repatriation besides having provoked a reduction in the invoicing has been the reason for an unexpected increase of costs that connected with the several demobilizations made was the main responsible for lower results. This reduction can be easily confirmed in the value of exports that in 2009 reached almost 6.800.000 euros and that this year was of only 6.200.000 euros. This breakdown has been compensated by the improvement felt in the internal Market which is unlikely to be maintained during 2011. However, we expect that the works suspended in the external markets during the first semester of 2011 will be restarted.

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Evolution of Revenus | figure 1 (in million euros)

Economic and Financial Characterization | figure 2

Indicators

2010

2009

2008

2007

Financial Autonomy

23%

33%

22%

22%

155%

172%

289%

181%

Solvability

30%

49%

28%

28%

Return on equity

10%

25%

40%

14%

7.334.986

8.240.253

7.525.328

5.607.921

1,8%

-1,0%

-1,0%

0,2%

6%

11%

17%

9%

General Liquidity

GVA Financial Results – Total revenues EBIDTA – Total revenues

Employment Evolution | figure 3 (average number of collaborators on the 30th June of each year)

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts

2. ANALYSIS OF ACCOUNTS 2.1. IN GENERAL We must recognize that the economic and financial indicators of the company are worse than those of 2009. Therefore, besides a breakdown in the total revenues of about 3%, the net and the operations profitability have experienced proportionally higher reductions. At the same time the EBITDA was of 6%, against 11% in 2009.It is thus the second consecutive year in which there is a profitability breakdown, a tendency that we expect to be inversed during 2011, if the international panorama is not unfavourable for us.

2.2.

ECONOMIC-FINANCIAL CHARACTERIZATION

In the summary table (figure 2) is presented a comparison of the economic-financial indicators for the last four years. From the respective comparison it is possible to confirm the decrease of the company’s performance of 2010, although the main ratios are kept in the sector’s average and similar to those of 2007. As the company keeps an enviable portfolio of works abroad, we hope to start in 2011 a new cycle of exports progress, as soon as are overcome the difficulties felt in 2010 of converting that portfolio into invoicing. We cannot say the same about the internal market where the renewal of the portfolio seems to be extremely difficult.

2.3. PRODUCTIVITY AND EMPLOYMENT The medium number of jobs has decreased in the company, and is back to the levels of 2008 (figure 3). The medium value of invoicing per worker has increased to about 109.000 euros, but this evolution has not corresponded to higher effective productivity as it has been obtained due to increased subcontracting and not to more internal productivity. This last one has in fact slightly decreased, about 3% which is explained by the decrease in the sales of export services as in these markets the unit sales rates are higher.

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2.4. EXPORTS As previously mentioned our exports area – that had been consistently increasing since 2005 – suffered the first setback during this year of 2010, the reduction in exports having been of about 8,8%. This conjunctural breakdown was mainly due to the suspension of a big dimension work in March 2010 and for a period of one year which has prevented us from invoicing around 800.000 euros. The exports area was nevertheless kept at a relevant level, corresponding to 46% of the total revenues. The external African markets, especially Angola and Algeria have represented the major part of exports. As a positive remark is to be referred the initiation of the continuous export to Mozambique with the awarding of the supervision of the road which connects Chimoio to Espungabera (border with Zimbabwe), a work which will be under execution for 30 months. In Poland and in Romania, although the values exported are not significant as the partner companies of the group execute most of the work, our presence has been maintained at the previous year’s level. For all these markets we have counted with the committed support of the local companies TPF Algérie and TPF Angola, in the management of which we participate, of our branch in Romania, TPF Planege Bucuresti, and also of E&L Architects in Poland and of Consultec in Mozambique.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | Portugal

3. ACTIVITIES DURING 2010 3.1. IN PORTUGAL Our works have been undertaken within three of the company’s brands – TPF Engineering, TPF Planege and TPF Contract – the most significant being presented hereunder.

TPF Engineering is the area/brand of TPF Planege, SA dedicated to the elaboration of Studies and Projects of Engineering and Architecture. The most significant projects developed during 2010 are indicated hereunder.

VARIANT TO EN249-4 - A5 CONNECTION - ABRUNHEIRA The variant to EN 249-4 crosses the municipalities of Cascais, Oeiras and Sintra of the metropolitan area of Lisbon and connects the Roadway A5 to Abrunheira, near Sintra. The design is included at halfway the hill on the west side of Ribeira da Laje, at about 24 m of height which originated a complex of viaducts. The variant has an extension of about 6,5 km and the transversal profile has double lane traffic tracks of 3,50m. TPF Engineering has been charged of the project of Foundations and Structures of the current works of art, retaining walls and special works of art. Concerning the special works of art 8 viaducts have been designed, in a total of 1800 m of extension, the viaduct of the Connection with the Roadway A50 being the most important not only for the roadway

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conditions existing in the place of implantation but also due to the specific characteristics of its structure, This viaduct transposes a highway with huge traffic volume, and the idealized structure for the transposition, of the mixed steel-concrete type, enables its construction without a significant interference with the roadway circulation, while the remaining extension of the viaduct is a more economic structure in pre-reinforced concrete. The works cost estimation is 20 M€.

LABORATORIES EDOL – PRODUTOS FARMACÊUTICOS, SA. NEW BUILDING FOR WAREHOUSE AND SERVICES The pharmaceutical Company Laboratories EDOL,specialized and leader in ophthalmic products has expanded its production installations to a new area included in the existing services building. TPF Engineering has been charged of the adaptation of the building to the new utilization, namely the project of the structure of a new floor, included in the building’s interior, and the analysis of the structure of the existing building for the new requirements and for the implantation of the new floor. The new floor is a beam with about 2000 sqm of the area in a mixed steel-concrete structure. Have also been designed access ways to the new floor and to the external areas corresponding to covered circulation areas loading/unloading dock and support buildings.

NORTH LINE, SECTION 2.3 – STATION OF ALFARELOS Within the scope of the Modernization of the North Line, TPF Engineering has been responsible for the project of Foundations and Structures of the works of art, stations, stops and retaining walls included in the sub-section 2.3 (Alfarelos and adjoining sections) with an extension of about l11 km. For the stations and stops, TPF Planege has also been charged of the Projects of Specialties, namely installations and electric and mechanical equipment, installations of telecommunications, installations and safety equipment, public lighting and HVAV and safety against fire risks.

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Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | Portugal

The station of Alfarelos deserves a special reference as it is located in an important parish near Coimbra. The station of Alfarelos comprises the building for passengers which is also an upper passageway for pedestrians over the station platforms, a small support building, the upper passageway for pedestrians over the national road 349 and the platforms for pedestrians. Besides the stations and stops, TPF Engineering was also charged of the project of 7 Works of Art, of the Inferior passageway type and of an Hydraulic Passageway.

REHABILITATION OF ROADWAY WORKS OF ART Within the scope of Conservation and Maintenance of the road network that it explores, Estradas de Portugal awarded to TPF Engineering the Main Inspection and the Rehabilitation Project of 10 works of art of Bridge, Pontoon or Hydraulic Passageway type. The projects comprised solutions of deep rehabilitation of concrete, reinforcement of foundations using micro-piles, total coating with a new concrete structure, reinforcement with metal plates of external pre-stressing, etc.. Due to its extension and diversity of the designed interventions we have to remark the bridge over Ribeira do Jamor. That is a work with 65m long with a central span of 25 m and extreme 20 m spans. All piles have been reinforced and rehabilitated and the support devices have been substituted and the existing infrastructures reset.

HYDROELECTRIC AND PUMPING STATION OF CALHETA The project of the hydroelectric reversible system named as new Hydroelectric and Pumping Station of Calheta in Madeira Island, corresponding to a requirement of Empresa de Electricidade da Madeira (EEM) envisages to optimize the operation of the electric network of the island, combining the wind electrical generation with hydroelectric generation.

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In periods of low demand of wind power, the wind turbines supply power to the pumping station, in the periods of higher demand, the hydroelectric station supplies energy to the network with a total capacity of 30 MW. The system is formed by an upper reservoir, forced piping, hydroelectric station and inferior reservoir. The 3

upper reservoir, Dam of Pico da Urze, is an earth dam with a reservoir volume of 1.000.000 m and 31 m of height. The forced piping with a diameter of 1.500 mm has a length of 3.342 m and a total fall of 700 m. The inferior reservoir is a gravity concrete dam with 34,5 m of height and a reservoir for 60.000 cu m. The Hydroelectric Station will be equipped with two turbines of 15 MW each and two pumping stations each having three pumps of 1 and 5 MW.

TPF Engineering has been responsible for the coordination of all projects for the elaboration of the projects of the station (architecture, foundations and structures, electrical installations of low pressure and communications, water and sewage networks, integrated safety and external landscaping and of the projects of foundations and structures of the other structures of reinforced concrete and of metallic structures of Pico da Urze, two roadway overpasses, surface dischargers and galleries of reinforced concrete.

TPF Planege is the brand of TPF Planege, SA for Works Management and Supervision. In 2010 TPF Planege was responsible, either working alone or leading consortia, for the Supervision and Coordination of Safety and Health in various works, some of them being indicated hereunder.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | Portugal

HIGHWAY A4 – TUNNEL OF MARÃO The construction of the section of the Highway A4, Transmontana, connecting Amarante to Vila Real, was started in May 2009 and its conclusion is forecasted for middle 2012. With a total extension of 29,9 km, this section includes the biggest roadway tunnel of the Iberian Peninsula formed by two twin tunnels of 5,6 km, 3

in which the excavation material to be extracted was made using explosives reaching almost 2.000.000 m . The section includes 14 viaducts and about 27 small dimension structures which will consume, approximately 281.000 cu m of concrete and 20.000.000 kg of steel.

WHARF OF JARDIM DO TABACO – CRUISERS TERMINAL OF LISBON The new wharf is extended along 675 m, allowing the mooring of large cruisers. This wharf is serviced by a Passenger Station, the project of which is still under execution. The services of TPF Planege are connected to the Marine Work and their conclusion is expected for March 2011.

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RAILWAY BRIDGE OF ALCÁCER DO SAL The railway bridge of Alcácer do Sal, inaugurated in December 2010 is the longest viaduct / railway bridge existing in Portugal.

The viaduct has a total extension of 2.735 m, including three arches over Sado River with 160 m each. The movements of the suspended bridge are monitored by charge cells connected to surveillance stations. The work has been designed for circulation speed of 220 km/h.

VARIANT TO MADALENA DO MAR This roadway starts at Arco da Calheta square, with a first tunnel of 1.910 m. Before the beginning of the second tunnel of 1.535 m, there is a connecting bridge between the two with about 60m. The tunnels, of double way and 7 m of width, have five emergency galleries with lengths from 200 to 500 m.

The works are extended until October 2012.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | Portugal

PORTUGUESE INSTITUTE OF BLOOD OF COIMBRA This building with 3.350 sqm of construction area , divided into 2 floors above ground and a semibasement is essentially formed by 3 blocks: 1 Administration/Donators; 2. Laboratories; 3. Technical/Support Services. Their design in terms of architecture is quite unusual, with a curious combination of façade materials namely zinc, glass and steel. The expected completion date of the work is the first semester of 2011.

RTP S.A. – INTERNAL RENOVATION OF THE BUILDING OF THE REGIONAL STATION OF MADEIRA This is a work of adaptation of the headquarters building of RTP in Madeira, for the installation of all services of the ex-RDP (Rádio Difusão Portuguesa), which are presently functioning in a specific headquarters building. For that purpose both the broadcasting studio and the respective News room have been st

installed in the 1 floor, and on this floor will also be extended the present TV Newsroom. In floor-2 will be installed the Data Centre and the Editing Rooms as well as the new TV Maintenance Room. On floor -3 has been made the adaptation of a warehouse in order to install the Scenography and the broadcasting Maintenance. The implementation of the Data Network has imposed the intervention in all building floors and taking advantage of this opportunity to make the repairs of the pavement of the terrace of floor O.

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TPF Planege has also been involved in two large works already described in previous reports namely the CHILDREN HOSPITAL OF COIMBRA and the RENOVATION OF PUBLIC SCHOOLS. Our services in the Children Hospital of Coimbra will be completed in February 2011 and the services of Renovation of the Public Schools shall be extended during almost the whole year.

TPF Contract is TPF Planege, SA brand focused to Projects Management and Industrial Engineering. During 2010 has been involved in six contracts two of them already awarded during 2009 and the others raised during 2010.

ASSISTANCE TO THE TECHNICAL ANALYSIS OF THE PROPOSALS OF COMPETITORS FOR THE HOSPITALS IN THE PUBLIC-PRIVATE PARTNERSHIP REGIME. This has been the third year in which TPF Contract has worked with the Ministry of Health in the technical analysis of proposals of the competitors in the area of hospital infrastructures, this analysis comprising the design of architecture and engineering of the hospital building proposed. The work is executed by multidisciplinary teams involving architects, electro-technical, mechanical and civil engineers, and covers diversified areas: architecture, structures, water supply, domestic and rainwater sewage networks, electricity,

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Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | Portugal

telecommunications, air conditioning, medical gazes, combustible gases, kitchens, refrigeration systems, sterilization units, landscaping, accesses and integrated safety. In November 2010 we have concluded the analysis of proposals for the Hospital Lisboa Oriental, with 789 beds and 145.884 sq m, which will be the biggest hospital awarded in this regime. During the first semester of 2011 we hope to conclude the analysis of proposals of the Central Hospital of Algarve, with 498 beds and a construction area of 163.130sq m which will be the biggest hospital unit at the South Bank of Tagus River.

SOVENA GROUP – OIL MILL IN MONTE MARMELO, FERREIRA DO ALENTEJO This oil mill, with a striking architecture, is the second biggest of the Iberian Peninsula, and can process 35.000 t/year of olives.

It was designed with a major environmental concern: the water used to wash the olives is reused after being filtered and controlled; the subproducts obtained are used as fuel. The olive oil is kept in stainless steel tanks and in temperature and humidity conditions permanently controlled. TPF Contract has been responsible for the construction Supervision.

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VALORSUL – AUTOMATION OF THE SCREENING AND UTILIZATION OF BIOGAS TPF Contract has rendered to ValorSul services of Project Management, Construction Supervision and Coordination of Safety and Health of two works -

waste sorting unit located in Cadaval, totally automatic with a capacity for 4 t/h. By means of a complex of complementary systems (vacuum, electromagnetic and optic) it separates plastics, HDOE ferrous metals, aluminium, glass, cardboard, between others, followed by pressing and baling.

-

installation of a system for the utilization of the biogas liberated in the West Landfill Station.

CONVERSION OF THE NORTH REFINERY OF PETROGAL TPF Contract has prosecuted its collaboration during the whole year of 2010, with the team of EPCM (Engineering, Procurement, Construction Management) of Fluor Projects, in the Conversion Project of the North Refinery of Petrogal, in Matosinhos. The investment comprises the construction of a new unit for viscosity reduction and of a vacuum column, the modernization of the desulfurization unit and the installation of a cogeneration unit. TPF Planege has given support to Fluor in the coordination and supervision of the works, namely in the areas of civil construction, mechanics, electricity, instrumentation, safety and technical and administrative management of contracts.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | International

3.2. ABROAD / INTERNATIONALIZATION As already mentioned, the services export of TPF Planege had a slight reduction compared with those of 2009, having reached anyhow 6.200.000 €, that is, 46% of the revenues. Besides the countries to where we were already exporting during 2009 – Angola, Poland and Romania – we initiated services of works coordination and supervision in Mozambique, namely to the National Agency for Roads (ANE).

3.2.1. EUROPE The internationalization in POLAND has taken place in a consistent way, always in a partnership with E&L Architects, a company of the TPF Group. The projects in which we have been involved are almost all of roadways and railways: Project

Client

A1 Sośnica - Bełk (extension)

GDDKiA

Gdynia Główna Osobowa I phase

PKP PLK

S8 Konotopa - Prymasa Tysiąclecia

GDDKiA

x

A4 Wrocław Sośnica

GDDKiA

x

DW 732 Stary Gózd - Przytyk

MZDW

x

S2/S79

GDDKiA

x

DW 580 Leszno Kampinos

MZDW

x

DW 724 Warszawa - Góra Kalwaria

MZDW

x

Kładka w rejonie ulicy Siodlarskiej (S8)

GDDKiA

x

KEN 2

MSt Warszawa

x

Dostep Drogowy do Portu w Szczecinie

Gmina Miasto Szczecin

x

Goes to 2011

x

The value carried over to 2011 is of about 3,9 M€, most of the amount being of our partner, as our assistance is occasional and intermittent.

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In ROMANIA our subsidiary TPF Planege Bucuresti has executed the contract of supervision of the modernization and rehabilitation works of the roadway infrastructures of the touristic city of Amara, situated about 120 km east the capital, Bucarest. The contract, which was initiated in March 2010, will be extended until the end of the first semester of 2011. During the year have been elaborated several proposals in a partnership with the company of the group, TPF Romania, and we are waiting for good news regarding its awarding during 2011.

3.2.2. AFRICA Our activities in Africa are centered in Angola, Algeria and Mozambique, where we have under execution big dimension projects, respectively in the area of urbanism and housing and in the road-railway sector. In ANGOLA, although the angolan economy in 2010 has resumed more expressive growth rates of about 7%, there are no remarkable improvements in terms of real economic growth. TPF Planege is in Angola since the year 2006 and formed in 2009 a company of angolan right, TPF Angola.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | International

During the year of 2010 TPF Planege, in a partnership with TPF Angola, has been involved in the following works:

CITY OF KILAMBA KIAXI Real estate complex of a huge dimension situated in the surroundings of Luanda, started its construction by the end of year 2008. It is a part of a construction programme of the government of Angola - 1.000.000 houses until 2012 – and is formed of about 20.000 apartments, where will be lodging more or less 100.000 people. st

By the end of 2010 were completed about 50% of the houses and it is expected that during the 1 semester of 2011 the first one will start to be occupied. The value foreseen for the construction cost is of about 3.500 million USD and their conclusion will take place at the end of 2012.

(virtual image)

NEW CITY OF CACUACO Another real estate complex at about 30 km of Luanda, with about 10.000 apartments and which is part of the government programme “ “1.000.000 houses until 2012”.

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(virtual image)

A little bit delayed due to an inferior performance of the contractor, the infrastructures have been started during the year of 2010 and an effort is being made for its conclusionto take place until the end of 2012. The construction standard and the quality of its infrastructures will undoubtedly improve the quality of life of its future inhabitants.

NEW CITY OF DUNDO It is the third real estate complex to be supervisioned by TPF Angola / TPF Planege, in a partnership with SIGMA,a consultancy company of SONANGOL, present Work Owner. In September 2010 the GRN Gabinete de Reconstrução Nacional (Cabinet for National Reconstruction), Work owner until that date, has decided to make the cession of the contract position of all its real estate works to SONANGOL Imobiliária. This complex with 5.000 houses, located near the city of Dundo, in the province of Luanda-North, bordering the Republic of Congo, is included in a wider construction programme, this being the first phase. The construction was started on the beginning of 2009 and an effort is also being made to complete most of the buildings until the end of 2012.

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | International

REHABILITATION OF THE ROAD BETWEEN MUCONDA AND LUAU The section between Muconda and Luun has been inaugurated by the end of 2010 in an extension of 112 km. This road is situated near the border of Aambiq, in the Province of Lunda – South, as its complement and in order to make the effective connection to the border. The Work Owner, INEA, Institute of Roads of Angola has awarded to the same intervenients of the previous section the construction of the road section between Luau and the border of Zambia, as well as two bridges over the rivers Luembe and Luangue. Thus, TPF Planege / TPF Angola will extend its activity in this complex until the end of 2011, the total investment being of about 167 million USD. RENEWAL AND EXTENSION OF DAMER GRÁFICA nd

It was started during the 2

semester of 2010 the new project of renewal and extension of Gráfica Damer

in Luanda.The Project includes the construction of a new Administration and Social Building and the renewal and extension of the industrial area. The improvement of the architectural expression of the constructions will also be made for them to express a stronger brand image, easily recognizable and identifiable.

nd

The forecast for the start up of the construction is the 2 trimester of 2011, and the conclusion will take place in 2012. TPF Engineering is undertaking the project.

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In ALGERIA, during the year 2010, the works under execution have slowed down, one of them having even been suspended – the railway connection Tlelat / Tlemcen.Furthermore, the works with provisional awarding during 2009 did not start during 2010. For this reason the performance of TPF Planege was worse this year than in 2009. But the commercial activity has been kept at a high level and the cooperation with TPF Algeria in which we participate, and of this one with the TPF group have markedly improved. The works continue to be centered in the railway area and ANESRIFis our cllient.

RAILWAY LINE ANNABA RAMDAM / DJAMEL The renovation of this section is under execution, it has an extension of 93 km and the work consists of the total renovation of the track design and ofn the respective electrification. The works are expected to be accelerated during 2011 as we are awaiting for the formalization of an addendum. This work is being undertaken in a Consortium between TPF Planege and TPF Algérie.

RAILWAY LINE TLELAT / TLEMCEN This concerns the construction of a section of 132 km in a double track electrified line designed initially for a speed of 120 km/h and designed now for 220 km/h. The change of the circulation speed was the reason for the suspension of the work, giving thus the time required for the reformulation of the project. The suspension obliged some of the collaborators of TPF Planege who were expatriated in Sibi Bel Abbès (location where are installed the sites of our Consortium), as well of from our partners Getinsa and Saeti, to be demobilized, provoking unanticipated costs. The suspension will be removed in principle on the beginning of the second trimester of 2011, our supervisory services being then back to normal. The photomontage hereunder is an anticipation of the longest viaduct of this section.

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Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Activities During 2010 | International

MINING LINE – ANNABA / DEJBEL ONK AND ANNABA / TUNISIAN BORDER nd

This work previously set to begin during 2010 will only be started on the 2 trimester of 2011, after the issuing of the order of service (OS). This is a work of renovation of the existing lines, concerning the ballast, track, sleepers, devices of track changes and signalling. The renovation will be made in an extension of 292 km and the duration of the works is 36 months. TPF Planege is the leader of the consortium that is in charge of the control of quality, costs and planning.

RAILWAY LINES BIRTOUTA / ZERALDA AND RELIZANE / TISSEMSILT These two new works have been awarded provisionally to TPF Planege and its associated companies and we hope that for both the final awarding is confirmed during 2011. The first line, with 23 km will be a suburban double track electrified line connecting Birtout, Zeralda to the new city of Sidi Abdellah, in the suburbs of Algiers. The second line is located in the plateaus of the interior and comprises the construction of 185 km of track for circulation speed of 160 km/h. This work has a delay of execution of four and a half years.

Finally, in MOZAMBIQUE,has been awarded to us the verification of the project and the supervision of the Road Chimoio / Espungabera, that connects that important centre of Beira corridor to the border with Zimbabwe.

NATIONAL ROAD N260, CHIMOIO / ESPUNGABERA The road is named N260 has about 230 km and is divided into 2 lots the intermediate point being Dombe. The undertaking of this project represents the inflating of a real oxygen balloon for the development of the so-called “Corridor of Mossurize”, along which are located important natural resources namely arable land and immense agricultural, forest, hydric, wildlife, touristic, mineral and pastoral resources. The National Road N260, with an intense roadway traffic, with a circulation of hundreds of cars daily, forms the main roadway axis which connects the city of Chimoio to the district capital of Sussundega, the administration centre of Dombe and the border city of Espungabera, district capital of Mossurize, bordering the Zimbabwean district of Chipingue. The project’s duration is 30 months and TPF Planege is in a Consortium with a Portuguese and a Mozambican company.

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“to keep a good portfolio of international works, (…) present reasons which lead us to face with confidence and determination the year of 2011”

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Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Perspectives 2011

4. PERSPECTIVES FOR 2011

A difficult year is coming for the world, for Portugal, and for our company. However, our perspective is moderately optimistic an inversion of the negative trend that has characterized 2010 being expected. This forecast is supported by the recovery we anticipate in our invoicing in the external market as in the internal market no such conditions are foreseen. In fact, the invoicing in the international market, in which we have been focusing since 2005 and which has sustainably grown until 2009, decreasing then in 2010, will be in conditions for a recovery allowing again acceptable results during 2011. Our main line of development will be thus the external marked where our position is comfortable – given the good portfolio of works – although requiring some attention due to the fact that it is concentrated in a small number of clients. In the report for 2009 we mentioned that our best and worst performance in 2010 would depend on the speed with which our portfolio would be transformed into invoicing. That speed has proved to be quite low due to contract constraints namely in Angola and Algeria but such constraints will tend to be solved during 2011. Therefore the maintenance of a good portfolio of international works and the perspective of solution of the standby situations which have restrained the development of 2010 are now reasons which lead us to face with confidence and determination the year of 2011. Strategically we will be also in a process of adding always value to our service, as a corollary of innovative processes, either in technical terms or in terms of management that we have been continuously developing together with an internal restructuring that has started in 2010, trying ti make the company’s structure more flexible and effective.

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“Strategically we are also in a process of adding value to our service, (…) for the company’s structure to be more flexible and effective”

32

Report and Accounts ‘10


Report and Accounts ’10 REPORT OF THE BOARD OF DIRECTORS Proposal for Distribution of Results

5. PROPOSAL FOR DISTRIBUTION OF RESULTS

We propose the net result of 235.182,96 Euros to be distributed as follows: - 223.423,81 Euros for earnings; - 11.759,15 Euros for legal reserve.

5%

Earnings Legal Reserve

95%

33


“We want to express to both our immense appreciation for the work undertaken and for their friendship with which we have always counted” (Eng. Luis Conduto e Eng. José Veloso, retired Directors)

34

Report and Accounts ‘10


Report and Accounts ’10 LEGAL PROVISIONS FINAL REMARKS

6. LEGAL PROVISIONS st

Respecting the legal provisions required we inform that on the 31 December 2010 there were no debts of State taxes or of payments to the Social Security.

7. FINAL REMARKS

The Board of Directors want to thank the effort and dedication of all Collaborators of the company and the trust demonstrated by Clients and Suppliers and the support received from Official Entities and Banks and from the Table of the General Assembly and the Auditor. However we do not want to conclude without referring the requests for termination of contract as Directors for reasons of retirement and during the present year of 2011, of our two colleagues in the Board of Directors Engineer José Veloso and Engineer Luis Conduto with whom we have shared an honourable charge for the past 10 years. We want to express to both our appreciation for the work they have undertaken and for their friendship. To Engineer José Veloso we owe the decisive contribution for the creation and development of our solid Integrated System of Management of Quality, Safety and Environment. To Engineer Luis Conduto, we owe the management of the Delegation of Madeira, which has been for many years the business pearl of TPF Planege. Both are keeping their collaboration with the Board as advisors, in the areas in which they have always worked.

st

Lisbon, the 1 March 2011

35


THE BOARD OF DIRECTORS

Jorge Maurice Banet Nandin de Carvalho, President Thomas François Hervé Spitaels, Member Fernando José Mena Gravito, Member Luís Manuel Fernandes Marques Conduto, Member José Luís Mendes Pinheiro Veloso, Member Vitor Manuel Teixeira da Fonseca, Member Christophe André Gilan, Member

36

Report and Accounts ‘10


Report and Accounts’10

-this page was intentionally left blank -

37


FINANCIAL STATEMENTS

38

Report and Accounts ‘10


Report and Accounts’10 FINANCIAL STATEMENTS AT 31 DECEMBER 2010 - amounts in Euros -

BALANCE SHEET

Items

Notes

Non current assets Tangible assets Goodwill Intangible assets Financial Participations- Other methods

7 12 10 11,13

31/12/2010 (1)

31/12/2009 (2)

Variation % (1)-(2)

ASSETS

Current assets: Clients Other creditors Deferrals Cash and bank deposits

18 18 18 4

TOTAL ASSETS

79.165,34 210.106,48 6.071,81 317.860,72

148.727,57 224.208,02 12.448,81 296.945,79

-46,77% -6,29% -51,23% 7,04%

613.204,35

682.330,19

-10,13%

5.626.604,59 3.183.880,13 244.668,45 419.198,75

4.522.245,11 2.421.882,76 161.664,98 154.807,13

24,42% 31,46% 51,34% 170,79%

9.474.351,92

7.260.599,98

30,49%

10.087.556,27

7.942.930,17

27,00%

904.552,00 132.947,32 2.280,47 1.046.660,95

904.552,00 100.292,32 2.280,47 946.222,01

32,56% 10,61%

235.182,96

653.093,94

-63,99%

2.321.623,70

2.606.440,74

-10,93%

1.524.211,52

1.105.464,34

37,88%

1.524.211,52

1.105.464,34

37,88%

1.233.763,43 272.802,88 2.630.937,04 2.104.217,70 -

1.257.436,90 319.473,75 1.172.937,19 1.121.177,25 360.000,00

-1,88% -14,61% 124,30% 87,68% -100,00%

6.241.721,05 7.765.932,57 10.087.556,27

4.231.025,09 5.336.489,43 7.942.930,17

47,52% 45,53% 27,00%

EQUITIES Paid-up capital Legal reserves Other reserves Earnings Net result of the period TOTAL EQUITIES LIABILITIES: Non-current liabilities Obtained financing

Current liabilities: Suppliers State and other public entities Obtained financing Other accounts to be paid Deferred

Total Liabilities Total equities and liabilities

ACCOUNTS TECHNICAL OFFICER

18

18 18 18 18 18

THE BOARD OF DIRECTORS

39


DEMONSTRATION OF RESULTS PER NATURE

Income and Expenses Sales and rendered services Earnings/losses of subsidiaries, associated and joint-ventures Subcontracts Supplies and rendered services Costs with staff Impairment of receivables/losses and reversals Other earnings and incomes Other costs and losses

Notes 14

19

Result before depreciation, financing costs and taxes (EBITDA) Spending/reversals of depreciation and amortization Impairment of investments depreciable/amortizable (losses/reversals)

7,8 10

Result of Operations (before financing costs and taxes) (EBIT) Similar interests and incomes obtained SimiIar interests and expenses paid Result before taxes (EBT) Income taxes for the period Net result of the period

N.of sharesd'Actions Basic result per share

ACCOUNTS TECHNICAL OFFICER

40

Report and Accounts ‘10

17

31/12/2010 (1)

31/12/2009 (2)

Variation % (1)-(2)

12.969.874,27 20.914,93 (3.823.956,77) (2.291.473,87) (6.314.222,51) (155.653,64) 658.365,83 (342.264,61)

13.709.116,17 (2.651.074,71) (3.290.021,56) (6.690.522,87) (40.251,89) 501.831,41 (211.596,26)

-5,39% 44,24% -30,35% -5,62% 286,70% 31,19% 61,75%

721.583,63

1.327.480,29

-45,64%

(77.949,85) (14.101,54)

(111.867,23) (56.052,00)

-30,32% -74,84%

629.532,24

1.159.561,06

-45,71%

(157.816,66)

(107.985,80)

46,15%

471.715,58

1.051.575,26

-55,14%

(236.532,62)

(398.481,32)

-40,64%

235.182,96

653.093,94

-63,99%

82.232 2,86

82.232 7,94

THE BOARD OF DIRECTORS


Report and Accounts’10 FINANCIAL STATEMENTS AT 31 DECEMBER 2010 - amounts in Euros -

PRESENTATION OF CHANGES IN EQUITIES IN 2010

Items

POSITION AT 01-01-2009

Notes

FULL RESULTS

Legal Reserves

Total Equities

45.142,32

-

701.372,01

1.102.411,68

2.751.509,01

2

1.969,00 1.969,00

-

2.280,47 2.280,47

-

-

4.249,47 4.249,47

3

653.093,94

653.093,94

4=2+3

653.093,94

657.343,41

5

-

55.150,00 55.150,00

-

244.850,00 244.850,00

(1.102.411,68) (1.102.411,68)

(802.411,68) (802.411,68)

6=1+2+3+5

904.552,00

100.292,32

2.280,47

946.222,01

653.093,94

2.606.440,74

Items

POSITION AT 01-01-2010

Net result for the period

Earnings

902.583,00

OPERATIONS OF EQUITY HOLDERS FOR THE PERIOD Distributions

POSITION AT THE END OF 31-12-2009

Other Reserves

1

CHANGES DURING THE PERIOD Other recognized changes in equities

NET RESULT FOR THE PERIOD

Paid-up capital

Notes

Paid-up capital

Legal Reserves

Other Reserves

Net result for the period

Earnings

Total Equities

6

904.552,00

100.292,32

2.280,47

946.222,01

653.093,94

2.606.440,74

7

-

-

-

-

-

-

8

235.182,96

235.182,96

9=7+8

235.182,96

235.182,96

CHANGES DURING THE PERIOD Other recognized changes in equities

NET RESULT FOR THE PERIOD FULL RESULTS OPERATIONS OF EQUITY HOLDERS FOR THE PERIOD Distributions

POSITION AT THE END OF 31-12-2010

ACCOUNTS TECHNICAL OFFICER

10

-

32.655,00 32.655,00

-

100.438,94 100.438,94

(653.093,94) (653.093,94)

(520.000,00) (520.000,00)

11=6+7+8+10

904.552,00

132.947,32

2.280,47

1.046.660,95

235.182,96

2.321.623,70

THE BOARD OF DIRECTORS

41


PRESENTATION OF CASH FLOWS

Items

Notes

Cash flows of operational activities - direct method Revenues from clients Payments to suppliers Payments to personnel Cash generated from operations Payments/receipt of income tax Other revenues / payments Cash flows of operational activities (1)

31/12/2010 (1)

31/12/2009 (2)

13.329.776,04 (5.828.272,36) (5.361.879,00) 2.139.624,68 (242.229,49) (1.987.331,97) (89.936,78)

Variation % (1)-(2)

11.509.635,43 (4.665.104,32) (5.253.494,23) 1.591.036,88 (747.902,27) (4.751.124,31) (3.907.989,70)

15,81% 24,93% 2,06% 34,48% -67,61% -58,17% -97,70%

-86,53%

Cash flows of investment activities Payments from: Tangible assets Untangible assets Financial investments Revenues from: Tangibleassets Interests and similar revenues Cash flows of investment activities (2) Cash flows of financing activities Revenues from: Obained financing Payments from: Obtained financing Similar interests and expenses Dividends Cash flow of financing activities (3) Variation of cash and similar (1+2+3) Effect of differences in exchange rates Cash and similar at the beginning of the period Cash and similar at the end of the period

ACCOUNTS TECHNICAL OFFICER

42

Report and Accounts ‘10

(7.065,52)

(52.439,65)

(20.821,20)

(299.413,56)

-93,05%

-

(27.860,99)

-100,00%

6.339,67 99.074,51 77.527,46

8.499,99 109.339,60 (261.874,61)

-25,42% -9,39% -129,60%

8.775.000,00

10.484.002,07

(7.884.747,50) (143.304,34) (500.000,00) 246.948,16

(10.353.586,22) (102.281,93) (702.411,68) (674.277,76)

-23,85% 40,11% -28,82% -136,62%

234.538,84 29.852,78 154.807,13 419.198,75

(4.844.142,07) 2.268,40 4.996.680,80 154.807,13

-104,84% 1216,03% -96,90% 170,79%

THE BOARD OF DIRECTORS

-16,30%


Report and Accounts’10 STATUTORY AUDIT CERTIFICATION

STATUTORY AUDIT CERTIFICATION

43




TPF Planege - Consultores de Engenharia e Gestรฃo sa Rua Laura Alves 12-8ยบ - 1050-138 Lisboa - Portugal TEL. +351.218 410 400 - FAX +351.218 410 409 geral@tpfplanege.pt - www.tpfplanege.pt - www.tpf.eu


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