Report and Accounts
2011
“TPF Planege wants to be increasingly considered as a reference company in the areas and markets where it is present (…)”. Extract from the Integrated Policy on Quality, Security and Environment of the company
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Report and Accounts ‘11
Report and Accounts ’11 ÍNDEX
INDEX SOCIAL BODIES .............................................................................. 4 ORGANOGRAM
............................................................................. 6
REPORT OF THE BOARD OF DIRECTORS Introduction .................................................................................... 8 Analysis of the Accounts ............................................................... 10 Activities in 2011 ........................................................................... 14 Perspectives for 2012 ..................................................................... 28 Proposal of Distribution of Results ................................................ 29 Legal Compulsory Regulations ..................................................... 30 Final Remarks ............................................................................... 30
FINANCIAL DEMONSTRATIONS st
Balance Sheet at 31 December 2011 ............................................ 33 st
Demonstration of Results by Nature at 31 December 2011 .......... 34
LEGAL CERTIFICATION OF ACCOUNTS AND REPORT AND ADVICE OF THE UNIQUE SUPERVISOR Legal Certification of the Accounts ................................................ 39 Report and Advice of the Unique Supervisor .................................. 41
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SOCIAL BODIES
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS SOCIAL BODIES
Board of Directors Jorge Maurice Banet Nandin de Carvalho, President Thomas François Hervé Spitaels, Member Fernando José Mena Gravito, Member Vitor Manuel Teixeira da Fonseca, Member Christophe André Gilain, Member
Table of the General Assembly Thomas François Hervé Spitaels, President Pedro Castro e Silva Palma e Santos, Secretary
Unique Supervisor Gomes Marques, Carlos Alexandre & Associada – SROC, represented by: - Carlos José Castro Alexandre, ROC n.º 692 - Vicente Pereira Gomes Marques, ROC n.º 669, Alternate
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ORGANOGRAM
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS
REPORT OF THE BOARD OF DIRECTORS In order to fulfil the legal and statutory regulations the Board of Directors submits to the analysis of the Shareholders the Management Report and the Financial Accounts and the Proposal of Application of Results for the exercise ending on the 31st December 2011.
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1. INTRODUCTION In the report for 2010 we predicted that the year of 2011 would be difficult for the company considering that the Portuguese crisis would be superimposed on the European economic crisis. We mentioned, however, that we expected that the invoicing would be improved after the slight decrease experienced during 2010, and this really happened. Although experiencing a considerable reduction of the invoicing provoked by a sudden decrease of the construction activity in the Portuguese market, the year of 2011 was concluded with quite positive results and a comfortable economic and financial situation, enabling us to face with confidence the very complicated year that Portugal is expected to live during 2012. For this situation has much contributed the turning phase initiated in 2010 adapting the company to the external market by means of an internal restructuring focused on the multiculturalism and plurilingualism of our experts and in the re-dimensioning and modernization of the back-office. In fact, during 2010 and 2011, the company has been able to move from an organisation mainly structured for the Portuguese market to a company clearly focused to the export market. This readaptation however, led to various efforts and sacrifices that included a considerable reduction of the direct and indirect costs to increase productivity in general and a decrease of the administrative staff, even in terms of the managing personnel and the Board itself, as we had already mentioned in the report for 2010. The reduction of the annual invoicing from 13 M€ (2010) to 10 M€ (2011), assumed since the beginning in the annual budget for 2011, has not been an inconvenient as it resulted in the amelioration of the company’s profitability, which is a proof of the effectiveness of the operated restructure. It is relevant to find that the exports reached a value of about 7 M€ in 2011, against 6,2 M€ in 2010, which corresponds to an increase of 14%. In a contrary sense to these values is the extremely significant reduction of the invoicing in the internal market of about 50%, from 6 M€ to 3 M€.
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Introduction
In fact, what happened was that due to the reduced demand and increasing offer, the national market had become extremely competitive, leading very often to negative margins, a reduction of the activity in this market being sufficient to provoke, by itself, an increase in profitability. As we had been noticing and had been previously mentioned, the constant reduction of the margins is not a solution to face crisis. For our company the decrease of the activity in Portugal has been beneficial as it released means for the export activity. This reduction has been considerable in the whole Portuguese territory, especially during the first three months of 2011, and it is possible that the national portfolio of the company for 2013 is not going to be very significant. Due to the increasing relevance of the export market TPF Planege has followed the strategy designed in 2008 to strengthen its capabilities in the area of Studies and Projects which can be more easily exported than that which has been traditionally the strong area of the company, the Project Management and Works Surveillance and Supervision. For that purpose was made the acquisition in 2009 of the company P & V, reinforcing the area of Engineering Projects of Structures, Buildings and Bridges. This year took place the acquisition of 85% of the company ProSistemas, strengthening thus the area of Hydraulic Engineering Projects. Before concluding this chapter we would like to thank all those who have collaborated with us and who understood our strategy, particularly the workers who have left our company – to whom we pay here our tribute – and the present workers, managers and shareholders, for the support that have been giving us, and for their strength that is an inspiration to overcome this immensely complex situation.
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Report and Accounts ‘11
2. ANALYSIS OF THE ACCOUNTS 2.1. IN GENERAL As can be analysed in the annexed tables the economic and financial indicators concerning profitability and debts improved significantly in 2010. The decrease of 30% of the invoicing already explained in the Introduction is contrary to the increase of the operational results of approximately 60%, reversing thus the reduction in the profitability which had been experienced since 2009. This situation, in countercycle with the Portuguese reality, is due to our focus in the exports initiated in 2005.
Furthermore we must refer that there has been an entrance of “fresh money”, the capital having been increased from 904.552 € to 1.524.000 €. This money was mostly used for the acquisition of ProSistemas. The capital increase subscribed proportionately by all shareholders, demonstrated the strong belief in the company’s potential, in spite of the difficulty of the present times. The capital increase and the company’s profitability are responsible for an equity increase of more than 50%, from 2,3 M€ in 2010 to 3,5 M€ in 2011.
2.2. ECONOMIC AND FINANCIAL CHARACTERIZATION In the annexed table is made a comparison of the economic and financial indicators of the last 4 years, and it is clear that there has been an improvement in the ratios, namely of liquidity and profitability. The ratio of profitability of equity, although not being the best of the series of four years, is still at a quite good level, particularly considering the capital increase made this year.
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts
Evolution of revenues | figure 1 (million euros)
Economic-Financial Characterization | figure 2
Indicators
2011
2010
2009
2008
Financial Autonomy
19%
23%
33%
22%
272%
152%
172%
289%
Solvability
24%
30%
49%
28%
Return and Equity
17%
10%
25%
40%
GVA / Total revenues
56%
53%
57%
58%
Financial Results / Total revenues
-2,1%
-1,2%
-0,8%
-1,0%
Net Debt / EBITDA
-5,0%
5,2%
1,6%
-1,4%
11%
5%
9%
15%
General Liquidity
EBITDA / Total revenues
Evolution of Employment | figure 3 (average number o collaborators on the 30th June of each year)
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Report and Accounts ‘11
Concerning the ratio of financial autonomy, the decrease is due to a substantial increase of the assets (about 80%), due to the resources available from the advance payments for new works from clients in our African markets. We must also remark that to this increase in the assets correspond also an increase in the liabilities of about 100%, being of only 50% if we consider the commercial / current assets. This is due to the fact that the amortization of the clients’ advances takes place along the contract (multiannual). The relationship of the EBITDA on the total of revenues increased of 11% and the net bank debt over the EBITDA is negative, this having already happened in 2008. The works portfolio reached, at the end of the year, 43,6 M€, 88% corresponding to the external market.
2.3. PRODUCTIVITY AND EMPLOYMENT With the severe reduction of the invoicing in the Portuguese market the company has been forced to reduce the number of workers affected to works in Portugal. Therefore the average number of 124 workers per month, in 2010, was reduced to 89, the internal productivity being of about 92.000 €/worker/year. Evolution of Productivity | figure 4 (euros per worker)
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts
2.4. EXPORTS As previously mentioned the exported services increased by 14% from 2010 to 2011, exceeding even the amount of 2009, which had been the maximum historic value of the company. The export markets have been, in decreasing order of volume of invoicing Angola, Algeria, Romania, Poland, Mozambique and Brazil, the two first having represented about 4/5 of the global amount of exports. Besides these markets we have invested, although not yet with much success, in Morocco, and through our participated company ProSistemas, in Tunisia. Following pre-qualifications of the World Bank and Europaid, we have presented some proposals for Guinea Conakry, Burkina Faso and Cape Verde, some of them waiting for a final decision to be communicated and many of them having been made in a partnership with the companies in the group operating in neighbouring countries, as Setico in Senegal. Exports mean investments and, consequently, a good financial health which comes from our clients, our shareholders and our banks but also from the Portuguese government, through the QREN programmes. We would like to mention also the cooperation received from the companies in which we participate, in Angola - TPF Angola and in Algeria - TPF Algeria, and the recently created branch of the company TPF Planege Mozambique. Evolution of Exports | figure 5 (% de revenues)
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Report and Accounts ‘11
3. ACTIVITIES IN 2011 3.1. IN PORTUGAL Our works have been undertaken within the scope of the three brands of the company – TPF Engineering, TPF Planege and TPF Contract – the most significant being presented hereunder. Is the area/brand of TPF Planege, SA directed to the elaboration of Studies and Projects of Engineering and Architecture. Hereunder are indicated the most significant projects elaborated during 2011.
REHABILITATION OF NATIONAL WORKS OF ART Integrating the Rehabilitation Programme of the National Works of Art, TPF Engineering has been charged of the design of various works of art in Portugal, namely the rehabilitation of the following bridges and pontoons: Bridge over Jamor river, Pontoon of Balsa, PH8, Pontoon over Real River, Sobral Pontoon, Bridge over Preces River and Bridge over Vale dos Ovos River. The project which deserves more emphasis is the Rehabilitation Project of the Bridge over Jamor River which comprised not only the definition of the technical solutions for the structural reinforcement of the deck, abutments piles and foundations, but also the Project of deck lifting for bearing substitution. This intervention, executed by phases, used two hydraulic jacks of 225 tons (in the extreme spans) and five 200 tons hydraulic jacks in the other spans.
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | Portugal
The works that belong to a complex of interventions planned in the national network of Works of Art, under the responsibility of EP – Estradas de Portugal, S.A., include the elaboration of the inspection reports for the identification of pathologies and anomalies and the definition of solutions technically adapted to the recovery and maintenance of the existing infrastructures.
REHABILITATION PROJECT OF THE BUILDING “O TRABALHO” IN FIGUEIRA DA FOZ This project is an integral part of the complete intervention that Companhia Açoreana de Seguros, S.A. wants to make in the building “O Trabalho”, in Figueira da Foz, involving all relevant specialties. This is a reinforced concrete structure, with 7 upper storeys and two floors in basement, with a construction area of 11.400 sqm, built in the decade of 90 for commerce and services. In this intervention the objective of the Work Owner is to change the usage initially established, transforming it into a housing prestige structure in the city. Within this scope TPF Engineering was contracted for the analysis of the existing structure to adapt it to the present patterns of structural safety, for the elaboration of the Project of the new structures and for the Structural reinforcement based on the identification of the existing structural deficiencies, their analysis and the consequent definition of the adequate technical solutions to be implemented. The insufficient rates of reinforcements detected in some structural elements, in a non-compliance with the safety regulations under force, as well as the present state of degradation led to the definition of reinforcement solutions using carbon plates and / or glued steel plates.
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | Portugal
Is the brand of TPF Planege, SA directed to the Works Management and Supervision. In 2011 TPF Planege was responsible, alone or as the leader of associations, for the Supervision and Coordination of Safety and Health in several works, some of them being briefly described hereunder.
A 4 HIGHWAY – TUNNEL OF MARÃO Two years after the works in the highway of Trás-os-Montes which is going to connect the cities of Amarante and Vila Real, the structures of the viaducts that form that infrastructure are impressive marks in the mountainous landscape of the North of Portugal. With a total extension of 29,9 km and a value amounting to 360 M€ of construction, we must remark the double roadway Tunnel of Marão, which is the biggest tunnel of the Iberian Peninsula, with an extension of 5,6 km. Besides the tunnel, being the dominant and most conditioning work of this Project, representing about 26% of its total extension, there are also 14 viaducts and 27 works of art for a total extension of the work of 12,7%. Viaduct V3 which is the biggest viaduct of Marão Highway is for sure one of the biggest in the country with an extension of 911 m , piers that can reach 134 m of height and 148 m spans between piers.
VARIANT TO THE HIGHWAY OF MADALENA DO MAR, MADEIRA ISLAND For the second consecutive year TPF Planege guarantees the management and supervision of the construction works and the safety coordination of the variant to the road of Madalena do Mar, in Madeira Island. The responsibility of the works is from the Regional Secretariat of Social Equipment, through RAMEDM – Estradas da Madeira, SA, has a total extension of 3.520 m and forms a
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | Portugal
the Variant to the Village of Madalena do Mar, guaranteeing the connection between two already existing sections of the Express Way. This new design includes two squares, a bridge with 56 m and two tunnels with an extension of 1910 m and 1535 m, respectively. These double way tunnels, with 7 m of width, are served by five emergency galleries with extensions varying from 200 m to 490 m and 9 m of width. During the year of 2011 was open to the road traffic the section formed by the bidirectional tunnel of 1.910 m of extension, the conclusion of the other works being expected to take place in October 2012.
MODERNIZATION OF THE SCHOOL INFRASTRUCTURES OF THE SECONDARY SCHOOLS NETWORK This is the third consecutive year that TPF Planege has had the mission to guarantee the supervision and control of the renovation works of six schools in the north and west area of Lisbon and Leiria, which are included in the Government Programme of Modernization of the Secondary Schools. The year of 2011 witnessed the completion of the renovation works of five of the six schools and the signature of a new contract for the technical assistance during the start-up and commissioning work phases. In a sustained construction appraisal the intervention included the renovation of the school buildings in terms of areas reorganization, structural reinforcement, renovation of finishing, remodelling of the electrical infrastructures, telecommunications, waters and sewage and installation of the systems of renewable energy, the goal being for the school buildings to be energy efficient. The projects included also the construction of new buildings to increase the capacity and the reception conditions of the users. This project, for a total value of 60 Mâ‚Ź, included an intervention area of 46.000 sqm.
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PORTUGUESE INSTITUTE OF BLOOD IN COIMBRA In 2011 TPF Planege reinforced again its portfolio in the area of works management and supervision in the Health sector having completed the Centre of the Portuguese Institute of Blood in Coimbra – one of the best in Europe. Together with the high technical complexity, the architectural uniqueness of the building assumes the main focus of this project, namely for the bold combination of zinc, glass and steel that form the grey volume that stands on the environing pine forest. This project, for a total value of 7,2 M€, has a construction area of 4.100 sqm, distributed over two levels above ground and a semibasement where are installed the laboratories, the donors area and the areas for administration and technical services. Having at itss charge the supervision and coordination of safety and health at work, TPF Planege has been able to rely once again on the experience and technical competence acquired in similar works to guarantee a service of excellence, compatible with the work dimension.
WHARF OF JARDIM DO TABACO – EXTENSION OF THE PORT OF LISBON In 2011 TPF Planege completed another work of reference in the area of harbour infrastructures – the new berth for Lisbon cruises. This important project was initiated in 2007 and included the construction of a new docking platform in the area of the Wharf of Jardim do Tabaco. TPF Planege, in association with Iperplano, have guaranteed the works supervision, the coordination of safety and rd
the environmental follow-up. In a 3 phase this new platform will be extended upstream to be connected to the wharf of Santa Apolónia, enabling to reach a total berthing area of 1586 m.
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | Portugal
In its present configuration the new wharf can receive most of the cruise ships visiting Lisbon, becoming a scale harbour for thousands of tourists. We must refer also that it is some time now that the Administração do Porto de Lisboa has presented the project for the future terminal for passengers.
INTERVENTION IN CALDEIRA DA MOITA This work at sea, promoted by APL - Administração do Porto de Lisboa, was formed by the dredging works to re-establish the navigation conditions of Moita riverfront which was highly silted up due to time. With an extension of 1.000 m, the intervention area comprised two 3
distinct areas, representing a total volume of 100.000 m of solids to be dredged. The works included also the preparation of reception and decantation basins of dredged material in the ancient salines existing in the proximity of the intervention area as well as the installation of sea signalling. TPF Planege, as the leader of the association with Iperplano, was charged of the supervision and coordination of security and health at work. Besides these two functional areas, we should remark the environmental follow-up being of reference the permanent monitoring of the water quality, by means of measuring tests of the microbiological physical-chemical, organic parameters and of the presence of metals. RESERVOIR OF COVAS, MADEIRA ISLAND This infrastructure with a storage capacity of 2.000 cum, envisages the reinforcement of the public supply of drinking water to the population of the municipality of Ribeira Brava, in Madeira island. The project includes, besides the construction of the reservoir in reinforced concrete at quota 525, the launching of pipes for the connection to the municipal distribution network and the integration of the new infrastructures for the Telemanagement System of IGA.
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The Regional Secretariat of Environment and Natural Resources, through IGA – Investimentos e Gestão da Água, S.A., entrusted to TPF Planege the supervision and management of this project, for a total amount of 1 M€, co-financed by the European Union under the Operational Programme for the Improvement of the Economic Potential and the Territory Cohesion, named Programme Intervene+. This investment represents the fulfilment of another of the actions foreseen in the Programme of the Regional Government within the scope of the improvement of water supply to the inhabitants. Is the brand of TPF Planege, SA directed to Projects Management and Industrial Engineering. As a result of the weak demand in the national market, which is not much fruitful in industrial units, TPF Contract had during 2011 a small expression in the general total activity of the company. However, we must refer with pleasure the success of the contract with the multinational Fluor, in the Refinery of Petrogal, in Matosinhos.
CONVERSION OF THE NORTH REFINERY OF PETROGAL TPF Contract participated in this important work rendering technical support to the team of EPCM (Engineering, Procurement and Construction Management) of the multinational Fluor Projects, in the areas of commissioning and contracts and in the management and coordination of construction and safety. This investment comprised 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. The project, developed by Galp Energia, with a total value of about 400 M€, had as main objective the improvement of the refining process and the increase of the production capacity of the most requested combustibles by the market.
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Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | International
3.2. ABROAD / INTERNATIONALIZATION As already mentioned, the export services of TPF Planege had a strong increment, compared with those of 2010, having reached 7 M€, that is, 70% of the revenues. The export markets have been by decreasing order of the volume of invoicing Angola, Algeria, Romania, Poland, Mozambique and Brazil, the two first representing about 4/5 of the global value of exports.
3.2.1. EUROPE The internationalization in POLAND has been consistently made, always in association with E&L Architects, a company of the TPF Group. The works in which we have been involved belong mainly to the road sector. The value of the portfolio for 2011 is of about 5 M€, our partner having however the greatest share, as our assistance was punctual.
Project
Client
Transferred to 2012
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
KEN 2
MSt Warszawa
x
Dostep Drogowy do Portu w Szczecinie
Gmina Miasto Szczecin
x
Foot-Cycling Bridge
GDDKiA
A1 Stryków-Tuszyn
GDDKiA
x
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In ROMANIA our subsidiary TPF Planege Bucuresti concluded the contract for the supervision of the modernization and rehabilitation works of the road infrastructures of the touristic city of Amara, located at about 120 km east of the capital Bucharest. As a result of the partnerships established with the group company TPF Romania a contract was signed for the services of Elaboration of the Tender Process and Supervision of the Rehabilitation and Extension works of Dan Theodorescu Hospital, in Bucharest. This hospital unit, with a total of 75 beds, distributed by three storeys, includes the functional areas of surgery, urgencies, cabinets, administration areas, auxiliary services (laboratory, pharmacy, cafeteria, etc) and technical services.
3.2.2. AFRICA Our activities in Africa are centred in Angola, Algeria and Mozambique, where we have under execution huge projects, in the sectors of urbanism and housing and in the road and railway sector. During the year 2011, ANGOLA continued to be experiencing a strong economic growth, this position being of most importance because of the economic crisis that ravages Europe. TPF Planege has followed this growth rhythm participating in the reconstruction project of the country and in the creation of infrastructures to improve the living conditions of the populations. The year of 2011 has been marked by the prosecution of the housing projects already initiated last year and by the expansion of the activity of Studies and Projects, namely in the area of urban development. We must refer a new contract with SONIP for the supervision of the construction works of four new cities in the surroundings of Luanda. We are presenting hereunder the most significant projects in Angola, during the year of 2011.
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | International
OFFICES OF THE DATA PROCESSING AND LOGISTIC BASES Integrating an Association with TPF Angola and Soleng, TPF Planege has been charged of the design of the Offices of the Data Processing and Logistic Bases of the provinces of Cabinda, Zaire, Uíge, Bengo and North Cuanza. The contract, signed with the Ministry of Administration of the Territory of the government of the Republic of Angola, includes the services of architectural design of the different specialties in the five works composing the so-called “Corrridor A” of the National Development Plan of the Infrastructures for the Logistic Support and the Processing of Administrative Data of Angola. All projects have been conducted until the phase of Execution Project and include the design of administrative areas (cabinets to receive citizens and for integrated data management) and areas for storage and transfer of various goods (l0gistic bases) as well as complementary supports (safety and resupply) planned for the five initial units which, at this stage, sum up a total of about 20.000 sqm of construction area.
URBANIZATION PLAN OF DUNDO With the purpose of extending physically the city of Dundo, regulating the usage of soils, the Government of the Republic of Angola, through the Cabinet for National Reconstruction, awarded to TPF Planege the elaboration of the Urbanization Plan of the City of Dundo. This project, meanwhile transferred to be managed by the company SONIP, is developed in an intervention area of 500 ha and is expected for an occupation of 90.000 inhabitants. From the urban point of view the Plan establishes a solution that structures the urban tissue in a radial way, concentrating in the centre the commerce activities, recreational area, services, as well as resting and leisure areas for public use.
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Except for the centre of the city, the other buildings – of 5, 9, 11 and 18 storeys – distributed in quarters, the formal development following the radial organization of the city, are almost all for housing. This plan, developed under the National Plan of Urbanism and Housing, is included in a set of Urbanization Plans that envisage to boost and promote the privately owned housing in the whole country.
URBANIZATION PLAN OF QUICULUNGO This project, whose promoter is the Provincial Government of the Province of North Cuanza includes an intervention area of 28,41 ha and comprises, mainly, the allotment for 200 single family houses, with a construction area of 20.000 sqm. Besides the offer of the housing programme, the project includes parking, green areas, services of health, education, public safety, commerce and other equipment for public use for 1.000 to 1.200 inhabitants. The main objective of this project is to offer good housing conditions to the populations, promoting a regulated social dynamic and fulfilling the gap of service areas and equipment in the Municipality of Quiculungo.
REHABILITATION PROJECTS OF THE DEGRADED BUILDINGS IN LUANDA AND MALANGE In the area of rehabilitation, and as a leader of the Association with the Institute of Welding and Quality (ISQ) and Soleng, have been awarded the Rehabilitation
Projects
and/or
the
Structural
Reinforcement of five degraded buildings, three of them being in Luanda and two in Malange. The intervention includes the appraisal and evaluation of the existing pathologies, including the respective Inspection Reports, the
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | International
geometrical appraisal and the elaboration of the Rehabilitation Projects and/or Structural Reinforcement of five buildings of 4 to 7 storeys of collective housing, in reinforced concrete, in a total 2
construction area of 11.396 m .
NEW CITIES OF CABINDA, ZANGO 1, KM 44 AND CAPARI In the housing activity, the end of the year of 2011 has been marked by the signature of a new contract for the supervision of the construction works of four new cities -– Cabinda, Zango 1, Km 44 and Capari – in the surroundings of Luanda. These works, at present under the management of SONIP - Sonangol Imobiliária e Propriedades, Lda, are envisaged to improve the living conditions of about 10.500 families, within the scope of a Housing Programme of the Gouvernement of Angola “A million houses for 2012”. Its physical realization iis ibetween 30 and 40%. This adjudication is the result of the work developed previously in the new cities of Kilamba Kiaxi, Cacuaco and Dundo, initiated in 2010, TPF Planege and TPF Angola having continued to intervene actively in the coordination and supervision of the construction works during 2011.
In ALGERIA, TPF Planege, with the support of the local company TPF Algeria, is already a consolidated presence in the market of railway infrastructures, namely due to its intervention in the Development Plan of the Railway Network, the responsibility being of ANESRIF (Agence Nationale d’Études et de Suivi de la Realisation des Investissements Ferroviaires), under the responsibility of the Ministry of Transports. We afe presenting hereunder the most significant works executed during the year of 2011:
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RAILWAY LINE ANNABA RAMDAM / DJAMEL DurIng the year of 2011 have continued the works of construction supervision of the double way and of the modernization of the installations of nnaba-Ramdane Djamel line, integrated in the Modernization Plan of the Railway Circular Annaba-Alger-Oran. The project has as main goal the reduction of the duration of the route and the improvement of the exploration and safety conditions and the safety of the railway lines, including, besides the construction of the new line in an extension of 96 km, the construction of two tunnels, two viaducts of 120 m and 700 m, two new stations, various sections and thirthy works of art.
EAST MINING LINE – LOT Nº3 This work, another important contract of renovation of the algerian railway network, consists in the analysys, revision and approval of the executioin projects and in the management, control and supervision of the renovation works of the via, for a total railway line of 305 km The main objective of ANESRIF (Agence Nationale d’Études et de Suivi de la Réalisation des Investissements Ferroviaires) with this intervention is to improve the circulation conditions, by the substitution of the superstructure of the via (ballast, sleepers, rail and rail equipment) and, consequently, to enhance the railway transport that connects the iron and phosphate mines to Annaba harbour.
RAILWAY LINE OF THE HAUT PLATEAUX This contract includes the rendering of supervision and control services in the construction of a new railway line, in an extension of 185 km in single line, between Relizane, Tiaret and Tissemsilt.
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Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Activities in 2011 | International
The new line was designed for mixed traffic (passengers and goods) and can reach a maximum speed of 160 km/h. This infrastructure, promoted by the Ministry of Transports, is considered to be of the utmost importance in the Railway Development Plan of Algeria. It amounts to 936 M€, the duration of the construction works being of 54 months.
To conclude, in MOZAMBIQUE continued the works of project verification and supervision of the Chimoio / Espungabera Road, that connects that important centre of the corridor of Beira to the border with Zimbabwe.
REHABILITATION OF THE NATIONAL ROAD N260 BETWEEN CHIMOIO-ESPUNGABERA, MOZAMBIQUE The project, under the responsibility of ANE – Administração Nacional de Estradas, comprises the rehabilitation of the road N260, which connects Chimoio to Espungabera, in the province of Manica, for a total of 228 km. This work includes the recovery of the existing road, including its extension to 9,4 m of width and the execution of the paving formed by two base layers mechanically stabilised in gravel aggregate mixed with lateritic soil and double superficial bituminous coating. Besides the paving works are also included all the excavation works, landfills, construction of two new bridges, rehabilitation of 4 concrete bridges, specific corrections of the design and drainage works, as well as the execution of the vertical and horizontal signalling. This project, with 30 months duration, amounts to 129 M€ and has as main objectives to enhance the development of agriculture of the adjoining areas and to improve the roadway traffic conditions between Chimoio and the border with Zimbabwe, promoting the touristic and socio-economic development of the region.
27
4. PERSPECTIVES FOR 2012 The works portfolio for 2012 enables us to think that the year will run smoothly for our company. We will spare no efforts to improve our performances in the markets in which we are present increasing the quality of our offer and the level of the services rendered. We will try also, as we have been doing until now, to improve our capacity of response in the area of Studies and Projects, either in transports or architecture. Especially in terms of architecture are already significant our interventions in several Urbanization and Allotment Plans as well as in the recovery and requalification of degraded buildings. We will keep our integrated system of management of QUALITY, SAFETY AND ENVIRONMENT strongly and in continuous improvement adapting it increasingly to our reality as exporters and investing also in systems of management, control and auditing at distance. In Portugal, as consultants, we just have to wait for investment to return, having to invest in the training of our experts to be in the front line when the Portuguese market is reanimated.
28
Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS Proposal of Distribution of Results
5. PROPOSAL OF DISTRIBUTION OF RESULTS
For our shareholders to recover part of the capital invested this year in the capital increase, we propose the following distribution of the net result obtained of 614.379,87 €: a) Distribution by the shareholders : 307.692 € b) Legal results : 30.718,99 € c) Transferred results : 275.968,88 €
29
6. LEGAL MANDATORY DISPOSITIONS st
Following the legally required provisions we inform that on the 31
December 2011, there were no debts of state taxes or of contributions to the Social Security.
7. FINAL REMARKS
The Board of Director wants 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 the Official Entities and the Banks, as well as from the Table of the General Assembly and from the Unique Auditor.
th
Lisbon, 29 February 2012
30
Report and Accounts ‘11
Report and Accounts ’11 REPORT OF THE BOARD OF DIRECTORS The Board of Directors
THE BOARD OF DIRECTORS
Jorge Maurice Banet Nandin de Carvalho, President
Thomas François Hervé Spitaels, Member
Fernando José Mena Gravito, Member
Vitor Manuel Teixeira da Fonseca, Member
Christophe André Gilan, Member
31
FINANCIAL DEMONSTRATIONS
32
Report and Accounts ‘11
Report and Accounts ’11 FINANCIAL DEMONSTRATIONS AT 31 st DECEMBER 2011 - amounts expressed in euros -
BALANCE SHEET Items
Notes
31/12/2011 (1)
31/12/2010 (2)
Variação % (1)-(2)
ASSETS: Non current assets: Tangible fixed assets Goodwill Intangible assets Investments-equity method Investments-other methods Other financial assets Deferred tax assets
Current assets: Customers State and other public entities Other accounts receivable Deferrals Cash and bank deposits
7,9 8,12 8,10 13 11 17
18 18 18 18 4
Total assets
57.738,95 168.389,86 4.851,45 641.616,17 24.258,91 298.036,74 11.683,60
79.165,34 210.106,48 6.071,81 29.258,91 288.601,81 -
-27,07% -19,85% -20,10% -17,09% 3,27% -
1.206.575,68
613.204,35
96,77%
5.759.377,43 27.196,50 1.806.803,88 206.546,71 9.683.042,99
5.626.604,59 3.183.880,13 244.668,45 419.198,75
2,36% -43,25% -15,58% 2209,89%
17.482.967,51
9.474.351,92
84,53%
18.689.543,19
10.087.556,27
85,27%
1.524.600,00 144.706,47 2.280,47 1.270.084,76 4.569,39
904.552,00 132.947,32 2.280,47 1.046.660,95 -
68,55% 8,84% 21,35% -
614.379,87
235.182,96
161,23%
3.560.620,96
2.321.623,70
53,37%
945 116,70 945.116,70 7.762.979,78-
1 524 211,52 1.524.211,52 1 182 299,52 1.182.299,52
-37,99% -37,99% -100,00% 556,60%
8.708.096,48 945 116,70
2.706.511,04 2 706 511,04
221,75% -65,08%
991.204,79 991 204,79 282.535,37 282 535,37 2 828 469,15 2.828.469,15 9 460 153,41 1.697.173,63 621 442,81 621.442,81
1.233.763,43 1 233 763,43 272.802,88 272 802,88 2 630 937,04 2.630.937,04 146 530,92 146.530,92 775 387,26 775.387,26
-19,66% -19,66% 3,57% 3,57% 7,51% 7,51% 6356,08% 1058,24% -19,85% -19,85%
6.420.825,75 14 183 805,53 15.128.922,23 15 128 922,23 18.689.543,19 18 689 543,19
5.059.421,53 5 059 421,53 7.765.932,57 7 765 932,57 10.087.556,27 10 087 556,27
26,91% 180,34% 94,81% 94,81% 85,27% 85,27%
SHAREHOLDERS ' EQUITY: Paid-up Capital Legal reserves Other reserves Results transferred Adjustments to financial assets
5
Net profit or loss for the period Total equity LIABILITIES: Non-current liabilities: Obtained financing Customer advances
Current liabilities: Suppliers State and other public entities Obtained financing Customer advances Other accounts payable
Total liabilities Total equity and liabilities
THE TECHNICAL AUDITOR
18 18 18 18
18 18 18 18 18 18 18 18 18 18
THE BOARD OF DIRECTORS
33
DEMONSTRATION OF RESULTS BY NATURE
Income and expenses Sales and services rendered Profit/loss charged of subsidiaries, associates and joint ventures Subcontracts External services and supplies Personnel expenditures Impairment of receivables (losses/reversals) Other income and earnings Other expenses and losses
Notes 14
31/12/2010 (2)
Variation % (1)-(2)
10.011.464,50 21.471,71 (2.104.636,35) (2.128.739,21) (4.450.265,75) (298.171,04) 521.987,72 (393.835,20)
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)
-22,81% 2,66% -44,96% -7,10% -29,52% 91,56% -20,71% 15,07%
1.179.276,38
721.583,63
63,43%
(45.396,97) (41.716,62)
(77.949,85) (14.101,54)
-41,76% 195,83%
Operating result (before financing expenses and taxes) (EBIT)
1.092.162,79
629.532,24
73,49%
Interest and similar income obtained Interest and similar expenses incurred
(222.648,14)
(157.816,66)
41,08%
869.514,65
471.715,58
84,33%
(255.134,78)
(236.532,62)
614.379,87
235.182,96
138.600 4,43
82.232 2,86
19
Earnings before depreciation, tax and finance costs (EBITDA) Expenses/reversals of depreciation and amortisation Impairment of depreciable/amortisable assets investments (losses/reversals)
7,8 10
Earnings before taxes (EBT) Tax on income for the period Net profit or loss for the period
No of Shares Result per share basic
THE TECHNICAL AUDITOR
34
31/12/2011 (1)
Report and Accounts ‘11
17
THE BOARD OF DIRECTORS
7,86% 161,23%
Report and Accounts ’11 FINANCIAL DEMONSTRATIONS AT 31 st DECEMBER 2011 - amounts expressed in euros -
DEMONSTRATION OF THE CHANGES IN EQUITY
Paid-up Capital
Legal reserves
POSITION AT 01-01-2010
Other reserves
Transferred Results
1
904.552,00
100.292,32
2.280,47
2
-
-
-
Adjus tments to financial assets
Net result for the period
946.222,01
-
653.093,94
2.606.440,74
-
-
-
-
3
235.182,96
235.182,96
4=2+3
235.182,96
235.182,96
Items
Notes
Total equity
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
5
-
32.655,00 32.655,00
-
100.438,94 100.438,94
-
(653.093,94) (653.093,94)
(520.000,00) (520.000,00)
6=1+2+3+5
904.552,00
132.947,32
2.280,47
1.046.660,95
-
235.182,96
2.321.623,70
Paid-up Capital
Legal reserves
Adjus tments to financial assets
Net result for the period
904.552,00
132.947,32
2.280,47
1.046.660,95
-
235.182,96
2.321.623,70
-
-
-
-
4.569,39 4.569,39
-
4.569,39 4.569,39
8
614.379,87
614.379,87
9=7+8
614.379,87
618.949,26
Items
POSITION AT 01-01-2011
Notes
6
CHANGES DURING THE PERIOD Changes in accounting policies
FULL RESULTS OPERATIONS WITH CAPITAL HOLDERS IN THE PERIOD Capital Achievements Achievements of share premium Distributions
POSITION AT THE END OF 31-12-2011
THE TECHNICAL AUDITOR
Transferred Results
5 7
NET RESULT FOR THE PERIOD
Other reserves
620.048,00
Total equity
(235.182,96)
620.048,00 -
10
620.048,00
11.759,15
-
223.423,81
-
(235.182,96)
620.048,00
11=6+7+8+10
1.524.600,00
144.706,47
2.280,47
1.270.084,76
4.569,39
614.379,87
3.560.620,96
11.759,15
223.423,81
THE BOARD OF DIRECTORS
35
DEMONSTRATION OF THE CASH FLOW
Items
Notes
Cash flows from operating activities-direct method Revenues from clients Payments to suppliers Payments to staff
4 4 4 Cash generated from operations
Payment/receipt of incom e tax Other revenues/payments
4 4 Cash flows from operating activities (1)
31/12/2011 (1)
20.018.955,32 (4.013.671,64) (4.827.131,99) 11.178.151,69 (141.243,26) (1.102.401,02) 9.934.507,41
31/12/2010 (2)
Variation % (1)-(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)
50,18% -31,13% -9,97% 422,44% -41,69% -44,53% -11146,10%
Cash flows from investing activities Payments relating to: Tangible assets
4
(29.197,78)
(7.065,52)
313,24%
Untangible assets
4
(5.966,73)
(20.821,20)
-71,34%
Financial Investments
4
(635.010,00)
-
4 4
22.411,00 12.643,21 (635.120,30)
6.339,67 99.074,51 77.527,46
4 4
4.737.500,00 620.048,00
8.775.000,00 -
4 4 4
(5.185.588,74) (219.982,96) (48.023,70)
(7.884.747,50) (143.304,34) (500.000,00) 246.948,16
-34,23% 53,51% -100,00% -119,45%
9.251.363,41 12.480,83 419.198,75 9.683.042,99
234.538,84 29.852,78 154.807,13 419.198,75
3844,49% -58,19% 170,79% 2209,89%
Revenues from: Tangible assets interests and similar revenues Cash flows from investing activities (2) Cash flows from financing activities Revenues from: Obtained financing Achievements of capital and other equity instruments Payments relating to: Obtained financing Similar interests and expenses Dividends Cash flows from financing activities (3) Variation of cash and similar (1+2+3) Effect of exchange differences Cash and similar at the beginning of period Cash and similar at the end of the period
THE TECHNICAL AUDITOR
36
Report and Accounts ‘11
THE BOARD OF DIRECTORS
253,50% -87,24% -919,22%
-46,01% -
37
LEGAL CERTIFICATION OF ACCOUNTS AND REPORT AND ADVICE OF THE UNIQUE AUDITOR
38
Report and Accounts ‘11
Report and Accounts ’11 LEGAL CERTIFICATION OF ACCOUNTS AND REPORT AND ADVICE OF THE UNIQUE AUDITOR
39
40
Report and Accounts ‘11
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