Transcription of TECHINT E&C S.A. BOARD OF DIRECTORS’ REPORT …
1 TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2013 BOARD OF DIRECTORS REPORTAND special consolidated financial STATEMENTS TECHINT E&C E&C ( TECHINT E&C), is a new holding company of a group of subsidiaries which provide Engineering, Procurement, Construction, Operation and Management services for very large and important projects globally in the segments of oil & gas, energy, industrial plants, oil refineries and petrochemical plants, mining and infrastructure and architecture civil works. TECHINT E&C, through its subsidiaries, conducts activities mainly in the markets of America, Europe, Africa and the Middle East. Any references in this REPORT to TECHINT E&C or the Entity or the Company , refer to TECHINT E&C and its consolidated E&C consolidates the provision of engineering, construction and management services mainly of their subsidiaries in Argentina, Ecuador, Canada, Central America, Netherlands and Mexico (see further information in Overview of the twelve-month period).
2 The Company develops highly complex ventures, from design to commissioning and start-up, taking care of the environment and the welfare of the communities at the locations where it E&C develops the projects, taking into account the requirements of standards ISO 9001, ISO 14001 and OHSAS 18001, and using methods which assure the achievement of the highest standards relating to quality, safety and health, as well as environmental protection. TECHINT E&C has gained strength from the new synergies resulting from the integration with the subsidiaries in the American Continent and Europe, and it offers more customized services in different industrial sectors (such as oil & gas, energy, industrial plants, mining and infrastructure) ensuring quality, reliability and expertise to our customers in diversified the purpose of providing its customers with comprehensive solutions with a high added value, the Company counts on highly qualified human resources, various skills in engineering and construction, and the know-how to efficiently manage the projects developed by E&C COMPANY3 ANNUAL REPORT 2013 REVENUE BY COUNTRY/AREA (*)
3 ARGENTINABRAZILMEXICOPERUCHILEECUADOREUR OPE, MIDDLE EAST AND AFRICA OTHERS33%16%14%14%9%7%4%3%PERSONNELDEC 201320,750 KEY FIGURESREVENUEEBITDAEBITDA %PROFITPROFIT / REVENUETOTAL EQUITYROE(PROFIT / EQUITY)2, MILLIONSDEC 2013 DEC 31, 2013 (*) (12 MONTHS)(*) Europe, Middle East and Africa were consolidated since November 2013.(*) Europe, Middle East and Africa were consolidated since November E&C REPORT 2013 BOARD OF DIRECTORS REPORT special consolidated financial STATEMENTS Structure of TECHINT E&COverview of the twelve-month periodProspect for the Fiscal Year 2014 Economic and financial InformationMajor Works in Progress per Country / Area TECHINT E&C in the world Argentina Chile Uruguay Brazil Mexico Central America and the Caribbean Peru Ecuador Colombia Panama Europe and Commonwealth of Independent States (CIS) Middle East AfricaEngineeringProcurementTECHINT E&C Equipment Division Health, Safety and Environment (HSE)
4 QualityTechnology and IT SystemsHuman ResourcesBoard of DirectorsLegal InformationReport of the AuditorsSpecial consolidated Statement of financial PositionSpecial consolidated Income StatementSpecial consolidated Statement of Comprehensive IncomeSpecial consolidated Statement of Changes in EquitySpecial consolidated Statement of Cash FlowsIndex to the Notes to the special consolidated financial Statements09 1013 1621232427282931333334343434363738404040 4142434551525456575860636 TECHINT E&C REPORT 2013 BOARD OF DIRECTORS REPORT8 TECHINT E&C II Combined-Cycle Thermal Powerplant in Chihuahua, Mexico, with a constant generating capacity of REPORT 2013 STRUCTURE OF TECHINT E&CThe Company was organized on July 4, 2012, originally under the name PROSAT On August 26, 2013, a special Shareholders Meeting resolved to change the original corporate name to TECHINT E&C Sociedad An this twelve-month period, ended December 31, 2013, a corporate restructuring was implemented.
5 On March 14, 2013, the Company acquired all the outstanding shares of TEI&C (TEIC), a company organized under Uruguayan laws. By virtue of the a new business guidelines, TEIC provided for a dividend in kind to be paid to TECHINT E&C, through which payment it transferred all the interests of the Spanish subsidiaries TECHINT Ingenier a y Construcciones SL (TIC) and PREGLOSID SL. On July 24, 2013, the merger of TIC with PREGLOSID SL was registered with the Business Registry of Madrid, effective as from January 1, the second half of 2013, a process of management integration started between the Company and the Italian company TECHINT - Compagnia Tecnica Internazionale (TEMIL) in the segments of engineering & construction, in order to create synergies in the exploitation of the skills and the markets under a global perspective, and the study of new strategic integration process was executed in several stages which led to the review of the corporate organization, the optimization of internal processes and the adjustment of procedures to ensure a greater effectiveness of TEMIL activities.
6 This organizational integration was implemented for the purpose of grant the Company a high capacity of exploiting the business synergies. The ability of offering, on a global basis, its expertise in a particular range of products and services in order to introduce itself as a single and integrated point of reference for the client along the entire chain of value of EPC projects. Thanks to the know-how gained in these years by TEMIL, this company can offer an even more comprehensive value proposal which derives from being part of a global network and from the combination of supplementary a consequence of this strategic decision, on November 11,2013 TECHINT E&C, through its dutch subsidiary TE&C Invesments Netherlands (formerly known as de Nieuwe Weg), acquired shares of TEMIL, a company that in turn holds participating interests in other companies in Europe, Africa, and the Middle East.
7 As from such date, TECHINT E&C consolidates the operations of TEMIL and its is recognized especially for its skills in the field of regasification plants of liquefied natural gas, due to the important references to the energy and petrochemical sector, but also due to the conceptual engineering and design skills for civil infrastructure works. After such process, the family tree for the Company (including the most important operative companies) at December 31, 2013 is: TECHINT Ingenieria y Construcciones SL(Spain)TEI&C (Uruguay)TEI&C E&C (Uruguay) TECHINT Engenharia eConstru o S/A (Brazil) TECHINT Chile (Chile) TECHINT SAC (Peru) TECHINT SA de CV (Mexico) TECHINT Cia. Tec Int SACI (Argentina) TECHINT SpA(Italy)10 TECHINT E&C OF THE TWELVE-MONTH PERIODTECHINT E&C recorded consolidated revenues for USD 2, Argentina, in the mining area, the Company through the subsidiary TECHINT Compa a T cnica Internacional (TEARG), continued with the procurement and construction management activities in the Cerro Negro Project for Oroplata (a subsidiary of Goldcorp Inc.)
8 Of Canada). During the period, the scope of the works was extended, and it also included engineering, procurement and construction management of a High Voltage line and the respective client Barrick Exploraciones Argentinas , an affiliate of Barrick Gold Corp. of Canada, announced the suspension of the Pascua Lama project during the implementation of Phase III, not mentioning anything about new deadlines for completion. In the energy sector, the Company continued with the works for the construction of the Punta Negra dam for Energ a Provincial Sociedad del Estado (EPSE).Regarding the infrastructure works segment, as regards the Expansion of Subway Line H, for Subterr neos de Buenos Aires Sociedad del Estado (SBASE), throughout this period, it was possible to achieve the completion of the excavation of the Tunnel of tranche C2 and the commencement of final structural concrete works.
9 In turn, works were also started for the first stage of the Parque Patricios to iron & steel projects, works have been intensified through TEARG and Sidernet in projects both at the Campana plant for Siderca , and at the San Nicol s plant for Siderar Regarding engineering services, the Company continued with concept, basic and detail engineering of contracts for engineering services mainly related to projects in progress and for clients to whom only engineering services are provided. Besides, assistance continued to be provided for the development of technical specifications and assessment of investment Chile, TECHINT Chile (TECHI), the Company s subsidiary, renewed its contract with Minera Escondida Limitada for Mechanical Maintenance Service until September 2014.
10 TECHI also continued working with Sierra Gorda Sociedad Contractual Minera for the construction of stations and pipelines for seawater supply. Besides, in September 2013, all works were completed at Valle de Huasco Plants (for CAP Miner a - Compa a Minera del Pac fico ). Also during 2013, negotiations were conducted with Bechtel Chile Limitada, which company invited TECHI to participate, on a jointly basis, in the execution of the Escondida Water Supply (EWS) project which belongs to Minera Escondida Limitada; a contract was signed and the project will be executed under a joint venture where TECHI holds a 40% participating interest. The scope includes the construction of two parallel water pipelines, three pumping stations, three electrical substations located at each pump station, and a high voltage - line.