Índex - Befesa
Transcription
Índex - Befesa
Índex Annual Report 2002 5 Befesa Group – Significant Data 6 Summary 2002 14 Location Map 17 Group Activities 19 27 Your Partner in Environmental Services 33 43 55 69 77 Other Complementary Information 78 Human Resources Research and Development and Innovation Ethics and Social Responsibility 82 90 101 Befesa Medio Ambiente, S.A. Buen Pastor s/n 48903 Luchana – Barakaldo Vizcaya (Spain) Tel.: (+34) 94 497 00 66 Fax: (+34) 94 497 02 40 E-mail: [email protected] www.befesa.es Annual Report 2002 102 104 106 108 158 164 Fortuny 18 – bajo A 28010 Madrid (Spain) Tel.: (+34) 91 308 40 44 Fax: (+34) 91 310 50 39 Aluminium waste recycling Salt slag recycling Zinc and desulphurisation waste recycling Industrial waste management Industrial cleaning and hydrocarbons Environmental engineering Legal and Economic-Financial Information Auditors’ Report Consolidated Balance Sheets Consolidated Profit and Loss Account Financial Year Statement Group and Associated Companies Management Report 171 Board of Directors 173 Corporate Governance 181 Directory Results and Evolution of the Main Figures • • • • • 10.4% increase in sales volume Sustained profitability Solid financial structure Significant cash flow generation Major increase in managed waste Sales Figures EBITDA Total Assets The Group’s sales volume for the 2002 The operating results before deprecia- Befesa’s Total Assets are 547.3 million financial year rose to 403.1 million tion came to 40.9 million euros for the euros at the close of the 2002 financial euros, a 10.4% increase on the pre- 2002 financial year. The mean annual year. The Assets have increased 324% vious year. The mean annual growth growth rate is close to 13%. over the past six years due to the rate over the past six years is greater than 47%. Group’s large expansion. 600 45 450 403,1 40.5 547,3 40,9 39.9 365.1 40 400 34.7 350 286.1 250 500 35 29.0 300 491,3 383,7 30 400 25 22.4 192.5 300 259,9 200 20 150 15 100 10 50 5 0 0 233,5 154.5 200 129,0 100 57.4 0 2002 2001 99/00 98/99 97/98 (euros ME) 96/97 2002 2001 99/00 98/99 97/98 96/97 2002 2001 99/00 98/99 97/98 96/97 (euros ME) (euros ME) Treated Waste 376 513 672 985 1,170 400 600 800 1.000 1.200 1,169,619 tons of waste were treated and managed during the trading year; an 18.7% increase on the previous year. 221 200 0 (‘000 mt) Waste Treated and Managed (tons) per Business Area Aluminium waste (1) Salt slag and aluminium slag Zinc and desulphurisation waste Industrial waste management Industrial cleaning and hydrocarbons 1,169,619 157,795 144,374 216,741 417,852 232,857 2002 985,245 170,587 136,004 223,723 279,153 175,778 2001 + 18.7% - 7.5 - 6.2 - 3.1 + 49.7 + 32.5 % increase (1) does not include waste treated by subsidiaries abroad More than 293,000 MW/hr of electricity were sold during the year. This is an increase of 8.4%. Since its establishment, Befesa has managed and treated more than 4,470,000 tons of industrial waste. This clearly proves the beneficial contribution the Group’s activities make, as regards the saving of valuable resources and protection of the Environment. 96/97 97/98 98/99 99/00 2001 2002 Annual Report 2002 Significant Data 985 1.086 403.1 40.9 14.9 16.2 1.170 1.378 2002 672 715 365.1 40.5 18.4 14.8 547.3 165.4 95.8 2001 513 523 286.1 39.9 23.7 16.2 491.3 165.6 88.8 0.60 9.8% 30.2% 36.7% 9.5% 99/00 376 456 192.5 34.7 20.6 14.5 383.7 126.1 84.7 0.59 11.6% 33.7% 34.9% 7.9% 38.5 33.1 27,113,479 98/99 154.5 29.0 14.6 11 259.9 108.7 67.3 0.70 14.9% 32.9% 40.2% 11.3% 28.9 35.7 27,113,479 97/98 Net Sales Operating profit (prior to depreciations) Ordinary Profit Net Profit Attributable to the dominant company 233.5 96.4 59.4 0.63 15.0% 41.8% 38.2% 15.1% 32.3 42.7 23,031,280 Treated Waste (000 t) Average Number of Employees Balance Sheet (Millions of euros) Gross Assets Equity Net Financial Debt 0.52 13.7% 41.3% 38.1% 14.7% 28.0 28.2 23,031,280 (Millions of euros) Profit and Loss Account in euros Ratios Net Profit / Share (euros) (1) Net Profit / Equity (%) [ROE] Equity / Total Liabilities (%) Financial Leverage (2) Cash Flow / Sales (%) 22.7 60.3 23,031,280 Other data Cash Flow (Millions of euros) Investments (Millions of euros) Number of Shares (1) calculated according to the average number of equivalent shares at 3.01 euros/share (2) Net Financial Debt / (Equity + Net Financial Debt) 2002 Annual Report 5 Summary 2002 Summary 2002 6 and having thus on achieved During the 2002 trading year, a great market position. growth, have significantly improved our together with a noteworthy internal made, during the course of 2002, which, series of significant acquisitions were substantial backing for our company, a Befesa, Abengoa’s environmental activities in course of 2001, the total integration of all After having completed, during the generated and returned to the life cycle. 3,500,000 tons of products that have been establishment, as well as in the close to managed and treated waste since its reflected in more than 4,470,000 tons of saving of resources made by Befesa is and the significant contribution to the as regards protection of the Environment, The beneficial contribution of its activities, on the previous year. industrial waste, which is a 19% increase waste especially services, always focused activities are environmental in technologically established recycling was S.A. management activities. During the 2002 (Befesa) September 1993, to develop, on its own trading year, Befesa managed and The company Befesa Medio Ambiente, and through its participated companies, treated almost 1,170,000 tons of and industrial an industrial activity focused on favouring profitable and environmental protection and recovery, with effort was made to provide the company structures in each of its business areas in with the most ideal organisation and order to allow it to continue positioning advanced operations. Its more than 60 companies on the consolidation. itself, with a view to the future, in a Its Iberian Peninsula and abroad provide creation. employment to more than 1,560 and its market characterised by growth and since reflect the rapid development Befesa has experienced in the following six business areas: Befesa’s activities are currently organised Management business unit. the companies of the Industrial Waste ● ● ● ● Industrial cleaning and hydrocarbons Industrial waste management recycling Zinc and desulphurisation waste Salt slag recycling Aluminium waste recycling hazardous waste. service for hazardous as well as non- and offer an integral waste management companies under the same trade-name The objective is to group all the of this business unit will merge into one During the course of 2003, the companies Environmental engineering de ● Gestión ● “Befesa company called Befesa Gestión de Residuos company Aser Sondika Zinc Zindes Rontealde Zinc and Desulphuration Waste Recycling Industrial Waste Management Business Sectors The Companies Industriales. The company is currently going Business Unit Salt Slag Recycling through a reorganisation phase to make Aluminium Waste Recycling • Valcritec • Remetal TRP • • • • Residuos Industriales” (Befesa G.R.I.) has Remetal Refinalsa Galdan Aludisc Deydesa 2000 Intersplav Donsplav been established in order to integrate all • • • • • • • • CMA • Trademed • Cartera Ambiental SPM Comercial Sear Albega Borg Austral Ciclafarma ABG Servicios Medioambientales • • • • • • Industrial Cleaning and Hydrocarbons • Befesa Tratamientos Especiales • Berako Limpiezas Industriales Hidro Clean Ecomat Etrinsa Alfagran Tracemar • • • • • Aureca Aurecan Aureval Auremur Ecolube Urbaoil Retraoil Urbamar Dramar Environmental Engineering • Abensur • Abensur Medio Ambiente • Felguera Fluídos • Elsur • PE Vilches 2002 Annual Report 7 8 Summary 2002 Cleaning and Hydrocarbons business unit, made over recent years by the Industrial The fast growth rate and acquisitions continue improving its client service. presence is scarce and, above all, to start-up new facilities in areas where its maximum use of its existing facilities, in Spain and Portugal and continue its tanks, in order to consolidate its position activity (SALT) for large crude oil and fuel specialise in the automated cleaning The its activities. International expansion is foreseen for all mobile management of waste by means of Clean” will The industrial cleaning and dust extraction “Hidro activities that this company carried out company equipment. together with the expansion of services, and good results obtained and demands to be expansion in Europe and Latin America. plant able to successfully take on ambitious abroad, have meant that a significant challenges in the future, in Spain as well as reorganisation has had to be made in this have been transferred to the company unit’s new organisation commenced As of from 1st January 2003, this business Berako and Berako Equipos Especiales, and carried out by the companies Hidro-Limp, unifies all the activities that were originally “Berako Limpiezas Industriales” which business unit. operations. cleaning, hydrodynamic cleaning, chemical cleaning, industrial dust extraction, and catalyst extraction and are The company originally called Unquinaval replacement operations. which is now called “Befesa Tratamientos From a shareholding point of view, we Especiales”. This company will strengthen its activities with the decontamination of land, as well as with the treatment and would mention the entry of Nefinsa as a shareholder. This company, through its trading year 2002, the subsidiary Terraire, has acquired 4.88% of the Befesa’s share capital. In environmental sector has also been affected by the deterioration of the economic situation. This has resulted in a low level of demand as well as low prices for some of the recycled products. Nevertheless, Befesa maintained its solid financial structure and achieved good results once again while consolidating its position, as leader in Spain, in the industrial waste treatment market. Sales figures surpassed 403 million euros, a 10.4% increase on the previous financial year. The operating result before depreciations (EBITDA) was 40.9 million euros, as against 40.5 million euros for the previous year. The consolidated net profits attributed to Befesa reached 16.2 million euros, a 9.5% increase on the previous year. Total investments made during the year came to 33.1 million euros, which shows maintaining, of an organic nature, to and transfer centre in Alovera (Guadalajara) The company has an Industrial Waste the high rate of investment Befesa is increase the volume of activities in which transportation operations for wastes from and it is already participating, as well as by industries in the region. collection means of acquisitions of businesses that out are already operating. Acquisition of Comercial Sear, S.L. 100% of the company “Comercial Sear, carries We here-below provide details of the most significant events for the 2002 financial year. S.L.” was acquired in April 2002. It is the first company to hold a management waste issued by the Regional Government Acquisition of Logística y Control, S.L. The company “Logística y Control, S.L.” of Aragon. licence for hazardous and non-hazardous was acquired during the first quarter of Department of the Environment of management licence issued by the hazardous industrial waste. It holds a management of hazardous and non- areas. waste generated in Aragon and bordering transportation and provisional storage of activity is centred in the collection, It operates throughout Spain, although its 2002. This company is dedicated to the Castilla-La Mancha. 2002 Annual Report 9 position itself in another Autonomous Logística y Control, has allowed Befesa to acquisition, as is also the case with manage waste in Zaragoza and its Comercial Sear possesses facilities to company. now controls 100% of the shares of said 47.5 and 5% shareholdings. Thus, Befesa Egmasa, and purchased their respective the partners of CMA, Terraire and and is therefore Befesa’s guarantee for CMA is the largest waste facility in Spain Community where it did not have facilities to provide waste management acquisition waste management. This Befesa to significantly strengthen its position in allows the future to consolidate its leadership in services. Acquisition of the outstanding shares of Complejo Medioambiental de Andalucía, S.A. (CMA) in industrial management Andalusia and put a common and co- waste As a noteworthy event towards the year Summary 2002 end, Befesa reached an agreement with 10 ordinated commercial in the policy industrial into waste operation with the rest of Befesa’s companies management business unit. Establishment of Alianza BefesaEgmasa, S.L. (Albega) On 1st October, the company Albega was established. Befesa and the Andalusian public company Egmasa each have a 50% shareholding. Said company is the result of Befesa being awarded, under official submission, the exploitation of the Industrial Waste Treatment facility that Egmasa possesses in Palos de la Frontera (Huelva). consolidate its leadership in Andalusia in This alliance has allowed Befesa to Limp, S.A., Ecomat, S.A. and Berako Berako, S.A., Hidro Clean, S.A., Hidro high Equipos Especiales, S.A. The companies a provide highly specialised industrial with steel, and energy sectors. Likewise, the market, in the petrochemical, iron and technological content, on the home services, industrial waste management, given that Autonomous it now has two waste treatment facilities the cleaning in that cover a large part of the waste generated Community of Andalusia. Cartera With its permanent facilities and mobile innovative automated cleaning process. European countries, with the use of an Group provides crude oil tank cleaning quarter, services throughout Spain, and in several last Acquisition of Tria Equip Ambiental the S.L. and Progesa, S.A. During units, the Berako Group is one of the Ambiental acquired 100% of the shares of the aforementioned companies which principal companies in its sector and has a large client portfolio which includes and in assessment to dedicated are activities waste intermediation well as local institutions and bodies. management in Catalonia. Acquisition of Berako Befesa has, through these acquisitions, large and medium-sized companies, as Another noteworthy event in 2002 was consolidated a leading position in the refinery and industrial cleaning markets the acquisition of 70% of the companies at national level and it has strengthened its business base in a sector that promises extremely interesting growth Strategy and Perspectives During the course of the financial year, During the 2002 financial year, apart are the result of an effort made to adapt areas in which Befesa currently operates position in the market. The six business rates. from the financial investments made in Befesa has continued strengthening its acquisitions, a total of 16.1 million euros its effort in management structure to the environmental services significant business was invested in organic growth, with demand. This has, at the same time, given current those made in Compañía Industrial it greater agility and efficiency as regards a Asua-Erandio, S.A. and Remetal Total made 11 investment, by means of either organic has its processes. On the other hand, Befesa subgroups, Reclamation Plant Ltd., as well as several Medioambiental investments made in Remetal and Alianza being noteworthy. 2002 Annual Report 12 Summary 2002 to provide solutions to current needs as – A firm dedicated investment in R&D&I dynamism or legislative well as to new ones that arise due to industrial restrictions. – Befesa intends to continue with its commitment, assumed with society and its surroundings, to provide solutions to environmental problems that might arise, while guaranteeing the reliability and efficiency of their implementation as well as their compatibility with balanced development. – Growth in the business sectors with the that is ever more greatest dynamism under a legislative framework demanding of environmental practices. case, consolidation, in the countries in – Market development and, if it were the which Befesa is present and in others in which it penetrates, by contributing the technical and management know-how it has accumulated in our home market. can be All aforementioned growth or acquisitions in the sectors summarised as Befesa’s firm decision to recent evolution, and can be defined as immediate future are coherent with our Our basic strategy lines for the more and the development of a R&D&I policy. backed by its experience in management demands that arise in a global market, solutions to the new environmental continue expanding while providing the where the best opportunities have arisen. follows: As regards business sectors, the set-up for integral solutions for – Recycling of Aluminium and Zinc Waste: Now that it has become the leading while the above would be as follows: – To continue adapting our organisation waste structure to the needs of a market that demands company on the home market, it will treatment, industrial optimising resources and increasing the the efficiency of our operational and on identify opportunities commercial structures. revaluation of industrial waste, while dedication consequence of its investment in results achieved by Befesa as a noteworthy end- The year 2003 will be witness to the oils, which is the result of an ambitious its – Industrial Cleaning and Hydrocarbons: international market to enable it to maintaining R&D&I. To be precise, it will be the first and strengthen its position in a global market manager position and positioning the year in which the regeneration of used recycling while developing and implementing new company in all the geographical areas the productive practices that increase the at home. Presentation of the Group in to efficiency of our processes. research strengthen the market under one trademark will without consideration of the physical application of new technologies and the the geographical expansion of Berako’s Likewise, solution market, basically in Latin America, will activity. project, production processes will allow us to – Salt slag: The proven efficiency of our Trasegar’s market Continuous new in location of its facilities and offering the terms. integral industry an existing the successfully extend business model to new geographical to further strengthen Befesa’s leading environmental response position in this sector. areas. requirements by exploiting the research Management: and development activities carried out Waste Strengthening of Befesa’s leading by the company. – Industrial position in this area, by means of firm On the one hand, the two basic strategy lines in this business – Environmental Engineering: There are sector. exploitation of the opportunity that has arisen on the home market as a result of the National Hydrological Plan and the National Irrigation Plan. On the other, an enlargement of its transnational market and of the offered the contribution to the products and solutions. As regards the latter, construction and/or exploitation of desalination plants will be noteworthy 13 in the present and more immediate future. 2002 Annual Report Location Map Location Map 14 / Facility Locations in Spain Ciclafarma (Centro Aljarvir) (Centro Alovera) Group Presence Worldwide Mexico (Ecuador) (*) Complejo Ambiental Andino (Peru) (*) (Chile) (*) (*) works in progress (United Kingdom) Portugal (Argentina) (Ukraine) (Ukraine) (Russia) 2002 Annual Report 15 Group Activities • • • • • • • Aluminium Waste Recycling Remetal Refinalsa Galdan Aludisc Deydesa 2000 Intersplav Donsplav Salt Slag Recycling (M €) Sales Figures 193,7 165,0 200 150 100 50 0 Zinc and Desulphuration Waste Recycling Industrial Waste Management Industrial Cleaning and Hydrocarbons Environmental Engineering 2001 2002 aluminium industry, are as follows: related with, or proceeding from the Aluminium Waste Recycling The main companies of the Befesa Group Service / Activity Aluminium alloys Secondary aluminium alloys, extrusion billets, cubelets for deoxidation Secondary aluminium alloys (ingots and liquid) Aluminium discs for extrusion, diffusers, … Non-ferrous scrap metal, above all aluminium, materials to be recycled Aluminium alloys Secondary aluminium alloys, (ingots and liquid), wire rods End Product related with the integral recovery and Location recycling service for any type of waste Company Bilbao Valladolid Remetal, S.L Refinados del Alunimio, S.A. – – – – – – Leader in Spain in the integral recovery of aluminium waste and scrap and in the production of secondary aluminium alloys. Leader in Europe in the recycling of waste with an aluminium content. Recycling capacity using raw materials with a small aluminium content. Leading position in the recycling of aluminium waste in the Ukraine. Facilities in Spain and the Ukraine. Sale of technology at world level. Recycling of waste with an aluminium content Manufacturing and distribution of aluminium products Treatment, recovery and recycling of non-ferrous metals resulting from the breaking up of used automobiles Recycling of waste with an aluminium content Recycling of waste with an aluminium content Recycling and integral exploitation of waste with an aluminium content Engineering, development of equipment and facilities in the aluminium sector Recycling and integral exploitation of waste with an aluminium content. Galdan, S.A. Sverdlovsk (Ukraine) Donetsk (Ukraine) Alsasua (Navarra) Sabiñánigo (Huesca) Villarreal (Álava) Aluminio en Discos, S.A. Deydesa 2000, S.L. Intersplav Group Activities Donsplav 20 The business sector called “aluminium waste recycling” comprises all the activities related with the rendering of aluminium-content waste collection and treatment services, the manufacturing and commercialisation of aluminium alloys and the design, manufacturing and leader in Spain in the assembly of equipment related with the is recycling of this material. Befesa aforementioned field and leader in Europe in aluminium-content waste recycling. In the political debate regarding the metals serves as a model to sustainable use of resources, the recycling of demonstrate the ideal functioning of the life-cycle with important contributions in the saving of resources. In this sense, the recycling processes and indispensable elements to ensure the aluminium, and also for zinc, are projection in new products, processes and metal one of those with the greatest indefinitively. Its properties make this services offered by the Befesa Group for future of the production industry. in the most advanced technologies. Aluminium, which has extremely useful the aluminium recycling process is an of view. The fundamental advantage of importance from an environmental point Aluminium and the Environment characteristics, such as its reduced The use of aluminium is of special weight, density and solidity for example, correct primary energy saving of up to 95% compared The of with production is the most common metal to be found in aluminium by means of electrolysis. The significantly. recycling and reuse of the resources is the the lithosphere and it is, after oxigen and recycled silicon, the third most important chemical be emissions of carbon dioxide are also can reduced it element. The recycling process does not and negatively affect this metal’s excellent features 2002 Annual Report 21 22 Group Activities achieved in line with European directives in the field of containers and used scrapvehicles. Likewise, we must mention the fact that its use in the transportation sector and in automotion means the adding of an unquestionable value given that its use always results in lower fuel consumption. Thus, we can see that the increase in the number of aluminium components and pieces in modern trucks and cars is a tendency that is being consolidated, with aluminium and quality being identified as one. Befesa has specialised in the treatment of any aluminium-content waste and has developed, with the passing of time, optimum techniques, procedures and equipment for each type of material. With more than 597,000 tons of aluminium-content waste having been recycled by Remetal and its companies over the last four years, Befesa has made a significant contribution to the saving of resources. 2002 Trading Year In line with the final months of the 2001 trading year – a big reduction in prices and a significant drop in demand – the 2002 trading year was, once again, a secondary aluminium market. difficult year for businesses related with the However, our subsidiaries in this sector obtained positive results. In the 2002 trading year, Befesa’s companies in this business sector treated almost 158,000 tons of aluminium waste, and thus confirmed its unquestionable leading position in Spain. aluminium ingots. Remetal has – Automated lines to produce 5-25 kg primary aluminium over recent years. fabricated all the installations for Secondary aluminium alloys, extrusion between the furnace and the ingot line which ensure foam-free uniform filling – Casting wheels. These are the link of the ingot mould. They are part of the billets, wire rod, discs and tape are only Remetal and its companies produce. some of the high-quality products that Production surpassed 97,000 tons in the ingot production line but are likewise success with the design of Remetal’s designed for existing lines. Due to the 2002 trading year. wheel, there shortly will not be any not During the year, an investment of 2.9 has million euros was made to improve that aluminium incorporated it. factory facilities. ingot manufacturing line, a continuous automatic truck loading system has – Truck loader. As another stage of an been designed, with the recently The Technology Division is dedicated to different turnkey units for the aluminium manufactured cells. the design, construction and assembly of industry sector. This Division has a long list productive furnaces with low energy – Rotating furnaces. They are extremely of references covering more than 100 facilities in 40 countries. The main products produced by the division are: 2002 Annual Report 23 24 Group Activities consumption and are especially suitable for low metallic-content materials. Remetal still leads in the large capacity segment (25 and 60 tons) thanks to its proven productivity, large metallic output and ease of operation. been proven worldwide available for – Slag coolers. There is a facility that has this process. It cools and classifies the slag in accordance with its metallic content according to the customer’s needs. This process is important to prevent the emission of smoke as well as the combustion of the metal, and it thus increases the mean value of the resulting slag. – Slag milling facilities. A process has been developed to enrich the slag with a minimum loss of metal. The milling respects the metallic part and only pulverises the non-metallic part. During the year 2002, a new slag cooling system has been designed and patented and we expect it to revolutionise the market. The facility combines a greater constructive simplicity with the advantage of being able to obtain a more compact end-product. A prototype is under construction for the Asua plant which will come into operation in 2003. The major operations in 2002 have been: truck loader, for Mozal. With BHP – Sale of two ingot production lines with Billiton having the major shareholding, Mozal is one of the most modern Skorpion, in Namibia. Anglo American, one of the largest mining companies in – Sale of an ingot production line, for the primary aluminium foundries. When it lines were sold to it and upon them shareholder. This is our first attempt at was established, in 1999, three similar being satisfied with the results, they adapting our know-how to the zinc major chose to come back to the same sector. Assembly of the line was and it will come into operation in 2003. Skorpion’s supplier. The equipment was designed, completed towards the end of 2002 been group, is built and shipped in 2002 and will be has aluminium furnace world, installed in 2003. The French Affimet, a company belonging to the – Sale of a 40-ton rotating furnace, to large Pechiney. designed with a totally revolutionary technology to comply with the strict environmental requirements demanded of us. The furnace is already in operation. 2002 Annual Report 25 Aluminium Waste Recycling Salt Slag Recycling • Valcritec • Remetal TRP 20 Zinc and Desulphuration Waste Recycling 19,2 (M €) Sales Figures 19,2 18 16 14 12 10 8 6 4 2 0 Industrial Waste Management Industrial Cleaning and Hydrocarbons Environmental Engineering 2001 2002 Salt Slag Recycling The activity of the following Befesa Group companies enables us to completely Service / Activity End Product round off the aluminium recycling cycle: Location Company Valladolid Aluminium, sodium and potassium salts, aluminium oxide (Paval) Aluminium, sodium and potassium salts, aluminium oxide (Wardal) Valcritec, S.A. Valorisation of saline slag and crushing powder from aluminium slag Valorisation of saline slag and aluminium slag is the only company in the United Likewise, Remetal Total Reclamation Plant waste generated in Spain. tons and can treat the totality of this installed capacity of more than 100,000 secondary aluminium foundries. It has an services for the large majority of Spanish slag treatment and it currently provides that offers a definitive solution for saline Valcritec is still the only Spanish company – The only Spanish company offering a solution for saline slag treatment. – Second company at European level in this activity. – First and only company operating in the United kingdom that offers a solution for saline slag and aluminium slag treatment. – The only Spanish company capable of completely rounding off the aluminium recycling cycle. – Capacity installed to treat the total amount of saline slag generated in Spain Whitchurch (United Kingdom) Group Activities Remetal Total Reclamation Plant Ltd. 28 plant has an annual treatment capacity of Kingdom dedicated to said activity. The the integral exploitation of aluminium- the rounding off of the recycling cycle and process (slag, scrap metals,…), enables required. result is that the material and on the quantity of flux salts depending on the purity of the raw and is between 400 and 800 kg, secondary aluminium is extremely variable of saline slag produced per ton of rotating furnace employed, the quantity material mixture and on the type of rotating furnaces. Depending on the raw performance and thermal efficiency in material, prevent oxidation, increase potassium are used to cover the cast when mixtures of sodium chloride and production of aluminium is generated The saline slag from the secondary content waste. 70,000 tons of waste and is capable of treating all the saline slag produced in the United Kingdom. the environmental unquestionable Therefore, Our treatment capacity puts us in second generation of saline slag. the This saline slag is a hazardous waste and by cannot be dumped directly due to its high accompanied reactivity with water, the fact that gases are advantages of the aluminium recycling While environmental requirements are are emitted and the danger of the toxic activity place in Europe. becoming ever more demanding within Valorisation of saline slag the substances lixiviating. Therefore, it has to solving capable be treated. The recovery of saline slag is definitively problem of waste management, are the alternative to dumping and the object of necessary. The saline slag recycling of the same is to separate the metallic the European Union, industrial facilities process carried out by Valcritec and aluminium and the salt from the all the components. Remetal Total Reclamation Plant is recovery included in this philosophy. This process, waste contaminants in order to be able to reuse aluminium together with Remetal’s, Refinalsa’s and Galdan’s 2002 Annual Report 29 treated and the insoluble solids are the gases are collected and suitably epoxy resin mortar; inert load in aluminium salts; inert load in fertilisers; hydrate, and A pioneering solution for a serious separated from the brine. mixtures for siderurgy; exothermic, oxide environmental problem – Description The insoluble solids (Paval, in Spain and isolating aluminium of the activity Wardal in the United Kingdom) are inert for – Civil works (raw material for cement following applications: etc.; secondary aluminium industry. However, crystallised and utilised again as flux in the The salt contained in the brine is – Agriculture (artificial soil; fertilisers). refractory pavements, etc; manufacturing; upon it being a commercial product, it products, (synthetic The saline slag recovery process also washed and, thanks to their high industry permits the recovery of the aluminium materials). polymers). slag crushing powder that is caused by aluminium-content, can be used in the – Metallurgical the fusion of the aluminium. constructions, can be employed in any application in The aluminium is separated from the flux production of isolating fibres; mortar screening. by means of selective crushing and components). filling The different metallic fractions that are roadway cleaning, etc…). which salt is commonly used (tanning, separated are forwarded again to the and chamotte; refractory and isolating – Ceramics industry (substitute for clay materials; glass, abrasives and polishing secondary aluminium casting process. The other fraction, which consists of salts of paste). (production – Chemical industry and oxides, is processed in the plant Group Activities humidity phase. The waste is inerted here, 30 With 19.2 million euros, the sales figure is modifications in the crystallisation plant, reaction temperature control systems and installing of a second in-tandem reactor, investment was basically made in the and likewise obtained a licence to Regional Government of Castilla y Leon waste management licence issued by the This year, Valcritec renewed its hazardous 2002 Trading Year at the same level as the previous year. manage non-hazardous waste. 11,800 tons of aluminium, almost 58,000 aluminium slag were treated. Likewise, Additionally, close to 14,000 tons of aluminium slag) was 130,400 tons. (salt slag and crushing powder from capacity for this powder without the main permit the enlargement of the treatment treated on an independent line. This will powder from aluminium slag to be reactor in Valcritec to enable the crushing Works have commenced to install a new in said country. This 31 thus improving the plant’s performance. tons of salt and 95,000 tons of oxides salt slag line being affected. Last year, the volume of treated waste were produced. Contacts have been made in other European countries to contract salt slag and crushing dust from aluminium in order to cover the treatment capacity of the two plants. Some contracts have already been forthcoming from Italy which have led to the exporting of salt slag to the United Kingdom. These activities will be continued so that they can be used, in the medium term, to expand the business unit. Next year, efforts will continue to open a market, in the United Kingdom, capable of using our product Wardal (aluminium oxide), as is the case in Spain since several years ago. On the other hand, an investment of 1.9 million euros has been made in the plant in the United kingdom. This was necessary to adapt the process to the produced special characteristics of the salt slag that is 2002 Annual Report Aluminium Waste Recycling Salt Slag Recycling Zinc and Desulphuration Waste Recycling Sales Figures Industrial Waste Management 43,8 (M €) Aser Sondika Zinc Zindes Rontealde • • • • 42,8 45 40 35 30 25 20 15 10 5 0 Industrial Cleaning and Hydrocarbons Environmental Engineering Location services through a series of companies, In this business sector, Befesa provides waste recycling are as follows: involved in zinc and desulphurisation The main Befesa Group companies processes and technologies. Clients/ Zinc oxide Waelz oxide Ceramic sector, pneumatics Galvanisation sector Primary zinc foundries Service / Activity Integral steel powder collection and treatment service Product commercialisation Recycling of zinc waste Secondary zinc Application Sectors Recycling of zinc waste Sulphuric acid, Oleum Electric Energy Water treatment companies, pharmaceutical and paper industries, food and chemical companies in general, fertiliser production companies Recycling of desulphurisation waste End Product applying the best-known worldwide Zinc and Desulphurisation Waste Recycling Company Amorebieta (Vizcaya) Baracaldo Compañía Industrial Erandio (Vizcaya) Asua-Erandio, S.A. (Aser) Recycling Logistics, S.A. Erandio (Vizcaya) Sondika Zinc, S.A. Sondica (Vizcaya) Zindes, S.A. Group Activities Rontealde, S.A. 34 – Befesa owns the only company in Spain that offers an integral steel powder collection and treatment service for valorisation purposes and the only alternative, offering the optimum environmental solution for steel powder treatment. – It is the only Waelz oxide producer in Spain. – Befesa is leader, in Spain, in obtaining zinc oxide and secondary zinc. – Outstanding position in Europe in the steel powder treatment sector. – The Waelz pyrometallurgical process is, at the present moment, the one which is most often employed worldwide and is also the best available technology (BAT) to recover, above all, zinc from electric arc furnace steel powder. – Befesa complements this process in its subsidiary Aser with another in-house advanced technology and patented hydrometallurgical process. It achieves extremely high productivity and an end-product with the purest and highest quality in the market. – Aser is the first recycling company, in Spain, to possess an ISO 14001 Environmental Management Certificate and EMAS. – Consolidation of long term agreements for Aser to treat steel powder generated in the iron and steel industry in the Basque country. – Through Rontealde, Befesa provides services to petrochemical plants, solving the problems of desulphurisation waste generated in their production processes. – Befesa applies, in Rontealde, the cleanest and safest process to exploit waste sulphur. – Rontealde has obtained the validation certificate for the Environmental Management System it has implemented, in accordance with European Regulation 761/2001 (EMAS). that smelt scrap steel with sector on the service provided for steel mills galvanised zinc coating to reproduce steel. This process produces a hazardous waste, steel powder. Our company Aser operates the first and only plant in Spain dedicated to recycling and recovering this powder waste that originates in this electric arc and smelting furnace steel manufacturing process, and which is collected in the installed gas elutriation filters. Aser produces a product, Waelz oxide, from the zinc content in said steel material by foundries and in electrolysis in powder. This is employed as a raw the manufacturing of zinc metal. significant Thanks to the durability of most of the a zinc products, this metal is a very valuable – Zinc recycling contribution to the saving of resources generations. Currently, 30% of world zinc the so-called Waelz process, currently The industrial process operated by Aser, and sustainable resource for future Zinc, the worldwide annual consumption constitutes the best available technology 35 the remaining components reduced to recovering the zinc it contains and leaving production is produced by recycling and Befesa focuses its activity in this business of which is more than 9 million tons, is a chemical (BAT) to treat steelworks powder, basically or approximately 80% of the zinc available physical to be recycled is actually recycled. its metal for many uses and applications losing that can be recycled indefinitely without it properties. 2002 Annual Report 36 Group Activities pneumatics industries. Befesa is still the leader, on the home market, in producing zinc oxide and secondary zinc. Subsequently, the services provided by Befesa companies in the zinc sector are a fundamental link in the zinc recovery cycle. They prevent the useless loss of tons of this metal, reduce dumping and contribute to reducing the extraction of has recycled more than 456,000 tons of During the last four years alone, Befesa zinc mineral from nature. danger to the environment) which is used inert waste (which therefore, is of no as an aggregate and filling material in the zinc-content waste and returned almost galvanisation industry and all types of Sondika Zinc recycle waste from the Moreover, the companies Zindes and of the environmental. to the saving of resources and protection significant contribution our activity makes cycle. This clearly demonstrates the 195,000 tons of products to the zinc life- construction industry. scrap that contain zinc, and once again, they produce secondary zinc for the galvanisation industry itself and zinc oxide which is mainly used in the ceramics and and fertiliser, and water chemical, paper, pharmaceutical, food, manure treatment industries. 2002 Trading Year – Significant changes at our Aser plant As was the case with the secondary aluminium market, 2002 continued to be an exceptionally complicated year for companies related with zinc. The large drop in zinc prices worldwide, which commenced in 2001 and had not been experienced since about 20 years ago, (Vizcaya), was initially conceived as a Rontealde’s plant, located in Baracaldo Desulphurisation waste once again, their strong position in the companies in this sector demonstrated, In spite of this scenario, our operating business. continued to affect margins in this sulphuric acid industrial production plant using pyrite. It is actually another example of Befesa’s vocation for the Environment. Since 1995, and subsequent to its reconversion, Rontealde recycles waste sulphur retained by the filters in oil refineries. of solving one of the Rontealde is actually a recycling plant capable environmental problems experienced by process for waste sulphur oil companies, applying the cleanest and surest exploitation. At the same time, the obtained products, sulphuric acid and oleum (compound with a high SO3 concentration) are of a very high quality and are readily accepted by clients in the 2002 Annual Report 37 38 Group Activities market and their strategic positioning at the forefront of the zinc-content waste recyclers in Spain. Thanks to their adaptation and innovation capacity, the economic results can be qualified as excellent. Long term supply agreements have been signed during the year with Oñeder and Arcelia, with a view to Aser managing the steel powder generated by the main Basque iron and steel plants. The production process change from acid to basic, undertaken in May 2002, is noteworthy, as are the tests that are being carried out since then for the oxidation of the tramp iron in the slag, through the injection of cold air in the Waelz furnace by means of lances. This has all led to a significant increase in our treatment capacity. In spite of the stoppages that were necessary to implement these changes, more than 90,000 dry tons of steel powder were treated, with which more than 37,000 dry tons of Treated Waelz Oxide (D-L.W.O.: Double-Leached Waelz Oxide®) were obtained, with a processing and production level very similar to that reached the previous year, but with a mean zinc-content of 65.13%, the highest quality ever achieved in this company’s history. Taking the aforementioned magnitudes into account, Aser has already recycled, during its fifteen and a half year’s existence, more than 1,340,000 wet tons have been sold on the home market, with (Relsa). Approximately 40% of the units the company Recycling Logistics, S.A. product has been integrally carried out by final customers of Aser’s fabricated The commercialisation and sale to the of recovered zinc metal. content, which is equal to 275,000 tons of Waelz Oxide, with a 58.2% mean zinc with which it has produced 472,200 tons wet tons of other waste rich in this metal, 296,200 tons of zinc, as well as 12,500 of powder that contained more than 2001, the improvement of the zinc law expressed in US$/ton, compared with prices on the international market euro and the marked drop (12%) in zinc 5% depreciation of the dollar against the Likewise, in spite of the slightly more than derived from this new approach. saving in transport unit and logistics costs occasion due, mainly, to the 57.8% improved, and has increased 8.6% on this service and elimination of waste has unit margin generated by the treatment abroad with home-produced powder, the exports being split between France and Belgium. Thanks to the radical change made in policy and the commercial strategy for capturing raw materials in Aser, focused on replacing the steel powder from 2002 Annual Report 39 40 Group Activities unit sale price. than 23% in the Treated Waelz Oxide net have given rise to an increase of more and the cut back in unit sale costs by 24% production facilities that will come into awaiting processing in the new zinc oxide generation of by-products which are rough cast zinc ingots as well as the draw attention to the agreement signed 17,000 tons. In this sense, we would treated waste rose 22%, to more than new supply sources, the volume of mention that, thanks to the capturing of Zindes and Sondika Zinc, we would in the furnaces, with the corresponding conceived to put larger capacity hearths made to the process, such as the changes the result of a series of improvements oxide by 15.5%. This increase has been industry, has increased production of zinc zinc matte, a waste from the galvanising Sondika Zinc, which is mostly fed with operation early in 2003. in 2002 with Española de Zinc, to treat As regards the activities of the companies zinc kish and all the zinc waste generated increases in productivity. Although the characterised by its extreme zinc oxide sales market in Spain is during its electrolysis process. Zindes has increased its production of competitiveness, above all in prices, due to the massive imports made from Asia, mainly from China, Sondika Zinc’s sales surpassed 6,500 tons, 13.3% more than the previous year and its client portfolio has increased appreciably. than 97,500 tons of Rontealde, on the other hand, treated more desulphurisation waste during the year, and obtained an equivalent sulphuric acid production of almost 300,000 tons. Total sales of equivalent acid during the year surpassed 316,000 tons Moreover, it has achieved an excess of electric energy, once consumption has been deducted, of more than 46,000 MW/hr. Investments During the course of the 2002 financial euros. These included the year, Aser made investments for almost 2 million purchase of new industrial and control equipment in order to carry out the tests that are being made in Aser since the beginning of May 2002, with a view to modifying the process to enlarge the installed production capacity in its AsuaErandio plant, in Vizcaya. 2002 Annual Report 41 Aluminium Waste Recycling Salt Slag Recycling Zinc and Desulphuration Waste Recycling Industrial Waste Management • CMA • Trademed • Cartera Ambiental SPM Comercial Sear Albega Borg Austral Ciclafarma ABG Servicios Medioambientales • • • • • • 25 30 Industrial Cleaning and Hydrocarbons 27,9 (M €) Sales Figures 21,6 20 15 10 5 0 Environmental Engineering The it maintains a noteworthy position as end- European and Spanish regulations. Thus, waste as a priority, in accordance with Industrial Waste Management business unit focuses its activity on manager with a presence in all the management providing integral environmental services waste for the industrial sector, based on a relevant geographical areas. industrial pyramid type hierarchy that has the reuse, Nerva (Huelva) Location Service/Activity recycling, valorisation and elimination of Company Cartagena (Murcia) Commercial office Industrial waste transfer centre Complejo Medioambiental de Andalucía, S.A. (CMA) Trademed, S.L. Ajalvir (Madrid) Alovera (Guadalajara) Sant Cugat (Barcelona) Lisboa (Portugal) Valencia Business development and management services marketing company Environmental platform for integral management of industrial waste Integrated management system for containers and medical waste containers Industrial waste transfer centre Industrial waste inerting and recovery facility Promotion of industrial waste elimination services Buenos Aires (Argentina) Madrid Madrid Palos de la Frontera (Huelva) La Puebla de Alfindén (Zaragoza) Pais Vasco Industrial waste elimination and inerting facility, and transfer centre Industrial waste elimination, inerting and physicochemical treatment facility Industrial waste transfer centre Industrial waste transfer centre Commercial and environmental consulting office Cartera Ambiental, S.A. Cartera Ambiental, S.A. Tria Equip Ambiental, S.L. / Progesa, S.A. Cartera Ambiental, S.A. Servicios Petrolíferos del Mediterráneo, S.L. (SPM) Alianza Befesa - Egmasa S.L. Comercial Sear, S.A. ABG, Servicios Medioambientales, S.A. Befesa Gestión de Residuos Industriales, S.A. Borg Austral, S.A. Group Activities Ciclafarma, S.A. 44 – Befesa offers an integral industrial waste management and treatment service. – Befesa puts its trust in the hierarchical arranging of waste, that is to say, minimise, reutilise, recycle and upgrade. – Special industrial wastes exist which, due to their characteristics, are of a high contaminating potential and therefore require specific inerting treatment and subsequent disposal in security dumps, specially designed for the purpose. – Befesa is in an outstanding position as regards security dump management. – Befesa offers the most complete environmental facilities, in Spain, and the most advanced in Argentina, for the integral management of industrial waste. – Befesa continues expanding its waste capturing network through transfer centres and has strengthened its commercial and co-ordination efforts. – The trade-name “Befesa Gestión de Residuos Industriales” has been implanted to commercialise the services on offer. – New service lines are being developed. – “Multi-product” commercial approach that encourages the crossed sale of services and integral knowledge of the needs of each client. – Ciclafarma offers an effective solution to the management of containers and waste from containers in the Pharmaceutical Industry. – Befesa is deeply involved in R&D&I and collaborates with universities and research centres. – Befesa’s clear objective is that all its companies obtain quality and management certificates. Befesa is currently one of the leading companies, in Spain, in integral industrial waste management. This business unit is based on the integral management of waste and is backed by the established commercial relationships, the development of new value-added environmental services oriented towards the client. Our services are offered to private companies, among which multinational and small and medium-sized industrial companies are to be found, and also to Public Administrations, with which Befesa enjoys a good relationship. In order to be able to offer our clients this a highly-qualified and reliable and integral service, the company possesses experienced human team and the most advanced and complete facilities in Spain, among which we mention a wide-ranging end-management facilities network of transfer centres as well as three dedicated to waste elimination, inerting provides its management, and physicochemical treatment. Befesa logistical, conditioning and prior storage services for a wide range of industrial wastes throughout Spain, and manages facilities in Andalusia, Levante and Madrid, three large waste-production areas in Spain. An outstanding position in the management of elimination facilities must be added to the overall treatment 45 capacity available for any kind of waste and intermediation tasks carried out. 2002 Annual Report 46 Group Activities A constantly growing market most pressing and necessary needs of our time. In spite of the measures taken Nonetheless, many of these measures, regional such as the national waste plans that and community, the production and transformation phase, result from the integration of the national government levels, regarding the same, during recent years at autonomous increased to achieve sustainable development, the recent decades and has improved the quality of amount of industrial waste has continued over life and well-being of the public, but it to increase. considerably has also given rise to by-products and Industrial and economic development has wastes, in the different lifecycle phases, in in product distribution, or finally when the initial raw materials securing phase, in these are abandoned by their owners. and management government potentate industrial waste management, facilitate At the same time, one can observe that and establish principles such as “he who plans, society is paying greater attention, in contaminates must pay”. regional recent times, to the problems presented respective by waste management, in general, and to increased its Given this situation and the company’s those with their origin in industry, in has particular. The management of waste has Befesa desire to offer its clients the best integral solution, become, without any doubt, one of the commercial and co-ordination efforts with a “multi-product” approach that encourages the crossed sale of services and integral knowledge of the needs of each client. While putting its trust in a growing offer in the industrial waste integral service sector, the company has intensified activities related with waste capturing. The improvement in competitiveness and the increase in total volumes of managed industrial waste are the fruit of this effort. Befesa Gestión de Residuos Industriales has managed, in its facilities, in the 2002 trading year, a total of 410,290 tons of industrial waste, a 47% increase on the previous year and almost 6 times the managed amount 3 years ago. Growth by means of acquisitions Acquisition of Logística y Control, S.L. The company Logística y Control, S.L. was acquired during the first quarter of 2002. This company is dedicated to managing hazardous and non-hazardous industrial waste, under a manager’s licence issued by the Department of the Environment of Castilla-La Mancha. The company has an Industrial Waste transfer centre in the municipal area of Alovera (Guadalajara), and carries out industrial waste collection and transportation activities in the region. 100% of the company Comercial Sear, CMA’s shares are now controlled by Egmasa, respectively. Thus, 100% of 5% of CMA shares from Terraire and S.L. was acquired in April 2002. The Befesa. Acquisition of Comercial Sear, S.L. company is the first company in the manage Autonomous Community of Aragon to to CMA is the largest waste facility in Spain authorised and is, for Befesa, a guarantee for the been have This acquisition has allowed Befesa to hazardous and non-hazardous waste. Its and future to consolidate its leading position Aragon in the management market. in activity is centred on the collection, generated transportation and provisional storage of waste surrounding areas. industrial policy into We would underline the acquisition, waste management business unit. companies that belong to the industrial operation with the rest of Befesa’s commercial in Andalusia and put a common and co- management Acquisition of 100% of Complejo ordinated waste Medioambiental de Andalucía, S.A. considerably strengthen its position in (CMA) towards the end of 2002, of 47.5% and 2002 Annual Report 47 48 Group Activities the company Acquisition of Tria Equip Ambiental S.L. and Progesa, S.A. During the last quarter, Cartera Ambiental acquired 100% of the shares of Tria Equip Ambiental and Progesa, in Catalonia. and intermediation, These are companies dedicated to consultation respectively, in waste management. de Organic growth – Expansions and Medioambiental improvements to our facilities Complejo Andalucía, S.A. It has industrial waste elimination facilities with a current capacity of more than 800,000 m3 for hazardous waste and waste. It is foreseen that this capacity be almost 600,000 m3 for non-hazardous enlarged to 4,000,000 m3 for hazardous waste and to almost 3,000,000 m3 for of Establishment non-hazardous waste. It also possesses a Andalusian company Egmasa each have a 1st October. Befesa and the public The company Albega came into being on Tioxide waste were treated there this year. operation in 2002 and 29,000 tons of solid waste inerting facility came into and handling. Moreover, an inorganic transfer centre for waste conditioning Alianza-Egmasa, S.L. (Albega) 50% shareholding. Befesa, through this industrial waste 166,000 tons of hazardous and 88,800 of the non-hazardous waste were stored in its in Andalusia elimination facilities. alliance, consolidates its leadership in management sector, upon it possessing to the lixiviate treatment facilities and the During 2002, improvements were made two waste treatment facilities that cover a large part of the waste generated in the Autonomous Community of Andalusia. project to build up the non-hazardous waste impounding dump was also executed. Albega, S.L. This company possesses an 80,000 and inorganic waste. Its ton/year capacity inerting facility for organic were completed on the inerting plant to comply with the new waste admission criteria published in December 2002. waste management services for the most activities. The conditioning and re- carries out industrial waste transfer From its centres in Ajalvir and Alovera, it Cartera Ambiental, S.A. important industrial pole in Huelva. A grouping of the same is carried out in the geographical location allows it to provide for waste plants, as is transportation to the most from alternative suitable final destination for each waste. fuels exploitation of the same, in collaboration facility will be built in 2003, to prepare with CENIM. The installations in Ajalvir have been a lixiviate treatment evapo- expanded through the acquisition of Trademed, S.L. physicochemical This company has a 3,000 ton/year capacity facility, a 13,000 ton/year capacity inerting/stabilising facility, and a 45,000 ton/year capacity elimination facility. Moreover, it possesses a transfer centre for waste segregation and conditioning and it also executes the preparation of 3,000 tons/year of liquid fuels. The company managed a total of 55,000 tons, spread over treatment systems. During the course of the year, it built new facilities to store containers and to condition waste, and a container crushing plant came into operation. It also made and improvements to the lixiviate collection systems condensation treatment facility came into operation. This will also treat wastewater from outside the plant. During the last quarter, adaptation works 2002 Annual Report 49 50 Group Activities improvement project was executed. This An and lands and a new adjacent warehouse for will facilitate solid waste handling and enlargement offices and waste conditioning. The conditioning and will permit treatment tons in 2002. and improvement The company managed a total of 6,000 installations been have warehouses Alovera conditioned for waste treatment and the and decantation of liquid waste. in logistical and operative information and co-ordination systems with the Ajalvir centre have come into service. Comercial Sear, S.L. A total of 43,500 tons were managed in 2002. The enlargement SPM-Trespi, S.L. In 2002, it ceased all activities related with which is based on the regrouping and the development of the centre’s activity, Alfindén, has been prepared, to improve project for the facilities in La Puebla de SPM the Trespi, conditioning of hazardous and non- on installations due to their better conditions focused for carrying out its activity. This is centred hazardous industrial waste. and on the regrouping and conditioning of industrial waste. This company managed a total of 12,300 tons in 2002. Latin America In 2002, activities continued in the (Ciclafarma) which Befesa Argentina already being waste from pharmaceutical industry by into practice to manage containers and in Spain and to put an effective solution and obtained new first-class clients. continued developing its activity normally through its company Borg Austral, affected the country in 2002, Befesa, In spite of the deep depression that Argentina in which Abengoa’s presence is stable. projects was intensified in other countries with in countries an operated, into Ciclafarma noteworthy, and the development of new converted alternative for the pharmaceutical – sector S.A. Compañía Integral de Clasificación de Medicamentos, commenced activities, at the beginning of putting an Integrated Management 2002, in answer to a significant problem System into operation, which is called SIG Ciclafarma. Borg Austral is located close to Buenos Aires and possesses the most complete environmental platform in Argentina. New API log pond cleaning and refinery waste management activities commenced in 2002. special wastes and the The company also obtained the licence to transport Department of Environmental Policy of the province of Buenos Aires licensed the laboratory. A significant recovery of the industry is expected in 2003, especially as regards the final waste disposal activity and services for oil companies. In this regard, we mention the API log ponds cleaning contract in Repsol-YPF’s facilities, which 51 was signed at the beginning of 2003. 2002 Annual Report Peru Peruvian industry and society with an ideal ambiental infrastructure to treat and phase by of the with as the as with sanitary project corresponding the well legal first issued regulations international safety standards. Caasa has dispose of wastes complying with local and been Complejo Ambiental Andino, S.A. (Caasa), with the authorisation established objective of covering the needs of the governing body. Befesa Peruvian industrial sector, as regards On 26th November 2001, Abengoa Peru integral waste management, especially, The contemplated the construction of a suitable final disposal of the same. 65,000-ton impounding Caasa, which is located in the district of capacity Chilca, some 60 km from the city of Lima, reservoir, offices, laboratory, perimetric Group Activities on a 75 hectare surface area, provides 52 fencing and a weighbridge. The impounding reservoir will be enlarged in the future to a 200,000-ton capacity. It is foreseen that it will come into commercial activities have been operation towards the beginning of March 2003. Commercial intensified in Brazil, Mexico and Chile. Establishment of the company Befesa Gestión de Residuos Industriales (Befesa G.R.I.). A significant event took place after the close of the financial year. Befesa Gestión de Residuos Industriales was established to integrate all the business unit industrial waste companies. The objective is to group all the companies under the one trade-name and offer an integral waste management service, for hazardous as well as nonhazardous waste. We must mention the fact that, during the course of 2003, the companies of this business unit will merge and become one company called Befesa Gestión de Residuos Industriales. The company is currently undergoing reorganisation to make the most of the existing facilities, start-up new facilities in areas where its presence is scarce, and above all, provide a better service for clients. The organisation of Befesa Gestión de Residuos Industriales has been structured in five areas to meet these objectives: industrial area, which covers all the production centres; commercial area, divided into three territories (centralnorthern, south and eastern) with their corresponding branch offices; economicfinancial area; marketing area; logistics and Business Development area. Within the logistics area, optimisation of the logistics costs will be pursued through the consolidation of transport providers and standardisation of the processes. The Business Development activity is being strongly supported and great efforts are being made, economic as well as human, due to the high growth potential that exists in this sector. 2002 Annual Report 53 Aluminium Waste Recycling Salt Slag Recycling Zinc and Desulphuration Waste Recycling Industrial Waste Management 38,2 (M €) Sales Figures 20,4 40 35 30 25 20 15 10 5 0 Industrial Cleaning and Hydrocarbons • Befesa Tratamientos Especiales • Berako Limpiezas Industriales Hidro Clean Ecomat Etrinsa Alfagran Tracemar • • • • • Aureca Aurecan Aureval Auremur Ecolube Urbaoil Retraoil Urbamar Dramar 55 Environmental Engineering 2002 Annual Report This total recycling vocation, with the resulting advantages for the environment and better exploitation of natural resources, is one of the group’s preferential lines of business. recycling of most of the plastic greenhouse covers in the country, as well as the offer of an efficient solution for equipment contaminated with PCB. Industrial Cleaning and Hydrocarbons This business unit includes all the group companies dedicated to a wide range of industrial cleaning services, as well as to the recycling of specific products that are susceptible to being integrated in the production chain. The activities related with oleous waste and the cleaning and repair of fuel tanks are complemented in other facilities belonging to this business unit, with the Service/Activity Location Company Recycling of plastics from the agricultural sector, such as greenhouse covers Leading company in the used oils and marpol collection and treatment business Recycling of used oils with energy recovery (“AURECA” process) Recycling of used oils with energy recovery (“AURECA” process) Recycling of used oils with energy recovery (“AURECA” process) Recycling of used oils with energy recovery (“AURECA” process) Collection of used oils and preparation for energy assessment Collection of waste from ships, treatment and commercialisation for fuel Collection of waste from ships, treatment and commercialisation for fuel Regeneration of used oils to be sold as a base for lubricants and asphalt Regeneration of used oils to be used as a lubricant base Automated cleaning (SALT) of large crude-oil and fuel tanks Manufacturing of set and mobile plants for industrial cleaning, water treatment, inerting, etc. Decontamination of transformers and condensers contaminated with PCB Treatment of oil waste; tank cleaning, repair and degasification, mobile units, land decontamination Hydrodynamic industrial cleaning, chemical cleaning, dust extraction, extraction and replacing of catalysts Befesa Tratamientos Cádiz Especiales, S.A. Berako Limpiezas Trapagarán (Vizcaya) Industriales, S.A Perafort (Tarragona) Bilbao Hidro Clean, S.A. Cornella (Barcelona) Ecomat, S.A. Zarátamo (Vizcaya) Europea de Trata- Cartagena (Murcia) mientos Industiales, S.A. (Etrinsa) Alfagran, S.L. Alhama de Murcia (Murcia) Madrid Madrid Huelva Valencia Cartagena Alfaro (Rioja) Algeciras (Cádiz) Valencia Ciudad Real Madrid Group Activities Tracemar Aureca, S.L. Aurecan, S.L. Aureval, S.L. Auremur, S.L. Retraoil, S.L. Dramar Urbamar Urbaoil Ecolube, S.A. 56 The rapid rate of growth and the acquisitions made over recent years, together with the expansion of services, good results and requirements to successfully take on significant challenges in the future, in Spain as well Reorganisation of the activities With these acquisitions, Befesa has taken up a leading position in the refinery and industrial cleaning market in Spain and strengthens its business base in a sector that promises interesting growth rates. client portfolio, which includes large and medium-sized companies as well as local institutions and administrations. – Leader in Spain in the refinery and tank cleaning market – Outstanding position in the industrial cleaning market – Efficient solution for equipment contaminated with PCB – Befesa possesses the largest low density polyethylene recycling plant in Spain – Befesa is world-leader in the specific recycling of greenhouse plastics and is among the first three European companies in the recycling of polyethylene film – Befesa is leader, in Spain, in the collection and treatment of used oils with a market quota of more than 50% – Befesa offers efficient solutions to the problem of used oils with state-of-theart recycling and regenerating technology – Advanced in-house technology Growth and expansion of activities The acquisition, in 2002, of 70% of the companies Berako, S.A., Hidro Clean, S.A., Hidro Limp, S.A., Ecomat, S.A. and Berako Equipos Especiales, S.A. is noteworthy. The companies provide highly-specialised industrial cleaning services with a high technological content, in Spain, to sectors such as the petrochemical, iron and steel and energy sectors. Likewise, they provide crude oil tank cleaning services throughout the country and in several European countries with the use of an innovative automated cleaning process. With its set and mobile plants, the Berako Group is one of the leading companies in its sector with a large 2002 Annual Report 57 58 Group Activities as abroad, have meant that this business sector’s structure has been subjected to a significant reorganisation process. As of from 1st January 2003, a new organisation has come into operation in this business sector. The company “Befesa Tratamientos Especiales” (formerly Unquinaval) will strengthen its land decontamination activities, as well as its waste treatment and management activity, by means of mobile units. International expansion is foreseen for all its activities. The company “Hidro Clean” will specialise in automated cleaning (SALT) of large crude oil and fuel tanks, to consolidate its position in Spain and Portugal and continue expansion in Europe and Latin America. The industrial cleaning and dust extraction activities that this company carried out have been transferred to the company “Berako Limpiezas Industriales”, which takes over all the activities that used to be carried out by Hidro-Limp, Berako and Berako Equipos Especiales. Befesa Tratamientos Especiales In 2002, Befesa Tratamientos Especiales (formerly Unquinaval) developed the following activities: a) Cleaning services, waste management, repairs, oil-tank tightness testing and small-size PPL tank maintenance contracts for inhouse use (hotels, hospitals, communities), or to be used outside the facility (petrol stations, distributors, workshops, etc.). b) Cleaning services and management of waste from large diameter tanks (refineries, storage centres, etc.). c) Waste management with Stationary Centrifuging and Filtering Plant in Cepsa’s refinery, in Gibraltar. d) In-situ waste management Mobile Centrifuging Units. with As regards the activities related with small-sized PPL tanks, the operating area has been expanded to cover all Spain and new business sectors have been entered: cleaning of separators, waste collection maintenance contracts, expansion of testing activities (tightening, low voltage, overall inspections, high pressure and similar vessels). Last year, some 300 tests were carried out on tanks and piping systems, and around 180 tanks were repaired or cleaned. Tasks were also diversified in the largesized tank sector, not only as regards cleaning and waste management activities, but also as regards repair operations (bottom lining, surface preparation), as well as other works in non-related PPL tanks and containers: water tanks, containers for foodstuffs and others. More than 20 cleaning and repair operations were carried out last year on large-sized tanks, with intervention in approximately 40 units. We would mention, as a most significant operation, the cleaning of the T-150 crude oil storage tank, in Cepsa’s refinery, on the island of Tenerife. As regards waste management with stationary plant, the waste treatment capacity was increased in Cepsa’s refinery, in Gibraltar, with the installation of a new press-filter, and improvement and optimisation activities were carried out on the centrifuging treatment line. More than 130,000 m3 of oleous waste were managed in 2002. Commercial activities with a view to obtaining contracts to implement Treatment Plants in other refineries will be undertaken in 2003, at home as well as abroad (for example, in Portugal, Mexico). The objective is to not only execute the treatment of oleous and biological sludge from said installations, but to position ourselves in said countries in order to expand our field of activity: integral management of all their 2002 Annual Report 59 60 Group Activities waste, industrial cleaning, tank maintenance, operation of treatment plants. In-situ waste treatment business in the client’s facilities, close to the generating point, is one of Befesa Tratamientos Especiales’s vocations. Classification as a Repsol Petróleo contracting company has been an important step towards expanding our area of activity. In 2003, a new market will be potentated. This is the proportioning of mobile centrifuging and filtering plants to urban Sewage Plants that are springing up all over the country and generate a very considerable amount of waste, and also for the food, siderometallurgical and ceramics industries. Berako Limpiezas Industriales Berako Limpiezas Industriales has consolidated its position as the leading company, in Spain, in the industrial cleaning sector. The opening of work-centres in Aragon and Extremadura are the first steps towards geographical expansion that will continue, in 2003, in Asturias, Valencia, Andalusia and Portugal. The catalyst extraction activity received a great boost with the signing of contracts with CEPSA to operate in its Tenerife, Campo de Gibraltar and Huelva refineries. Within the chemical cleaning sector, preoperational treatment activities were carried out in the 800 MW Bahía de Vizcaya and 400 MW Castejón Combined-Cycle Stations. Thermal Power These works included chemical cleaning of the steam boilers, flushing of the associated piping system and gas line blowing. Technically speaking, the preoperational chemical treatment works in Bahía de Vizcaya combined-cycle thermal power station was the inauguration of a new line of activity that we expect to potentate in the future. As regards industrial cleaning activities, we stress the decontamination of the used oil treatment plant in Arganda (formerly Ulibarri) and in Escombreras Thermal Power Station, in Cartagena. Hidro Clean specialises in automated cleaning systems with the development of the SALT. An automated service to clean preheaters in thermal power stations has been developed as a new technological contribution. Moreover, the incorporation of ultra-pressure equipment to descale in petrochemical plants at pressures up to 2,500 bars will allow us a significant competitive advantage. The company acquired, towards the end of 2002, the company Aragonesa de Aguas y Vertidos, with head offices in Zaragoza, and it is our intention to provide services in the region of Aragon. The Automated Tank Cleaning System (SALT) is an innovative, advanced and Hidro Clean All the above required an investment of more than 1.4 million euros. 2002 Annual Report 61 62 Group Activities proven system for cleaning crude oil tanks. SALT is an ideal alternative to the traditional tank cleaning process, and replaces the manual system while adding the following advantages: – Recovery of energy resources: up to 95% of the total product is recovered. – Minimisation of contaminating waste: the final wastes, 5%, are inorganic and impregnated with hydrocarbons. – Safety: the workers are not exposed to a noxious atmosphere and there is no emission of fumes to the atmosphere. Work is executed in an inert and safe atmosphere with low explosion risk. – Shorter execution time: the time the tank is out of operation is reduced by up to 65% compared with the manual system and the highest environmental regulation standards are strictly complied with. The reduction of time in which the tank is out of operation and the recovery of up to 95% of hydrocarbons allows a significant economic saving in the waste treatment process. When the above are combined with greater safety and strict environmental compliance, the SALT process becomes an extremely attractive cleaning system. In 2002, the activity has been consolidated in Spain and its geographical expansion is continuing. In Portugal, two operations have been executed and activities commenced in Italy where two tanks were cleaned (for AGIP, in Taranto refinery). Hidro Clean is making a commercial effort in the French market and this will enable us to initiate this activity shortly in said country. Commercial development took place in Latin America (Mexico, Brazil and Argentina) during the course of 2002, and the company presented very significant tenders there. We would mention the participation in the global contract with Petrobras, Brazil’s main oil company, and one of the most important at world level. Ecomat During 2002, Ecomat has become the most important supplier of high-power exhauster impeller equipment. It has incorporated the new liquid ring pump technology in its range of suction vehicles to work in explosive atmospheres. It has developed, in close collaboration with the INASMET technological centre, the industrial scale prototype of a thermal gasifier for urban sludge. The prototype is currently being subjected to tests to assess performance ratings and evaluate the obtained by-products. The manufacturing of a compact cleaning unit for large storage tanks, for oil and its derivatives, is being completed. Etrinsa – an efficient solution for PCB contaminated equipment Etrinsa, a company located in Cartagena (Murcia) and specialised in the collection, transportation, dismantling, decontamination and elimination of transformers, condensers and PCB contaminated material, is the first facility dedicated to this activity in Spain. 2002 Annual Report 63 64 Group Activities Special mention must be made, as regards the most significant aspects of the activity, of the commercial agreement signed with Ecocat to manage materials with PCB. Said agreement includes the use of the facilities that Ecocat has in Legutiano (Alava), with transformer emptying and provisional storage facilities available, for liquid-filled, as well as for empty transformers. These transformers, once drained, will be sent to Etrinsa to be eliminated. During the trading year, more than 2,700 tons of PCB contaminated waste were managed, the same level as the previous year. In 2002, the Department of the Environment of the Autonomous Community of Murcia approved Etrinsa’s new Exploitation and Monitoring Plan. This Plan lays down a new work method in the facilities, more in accord with market and Environmental demands. Likewise, it abolished the transformer treatment and storage limits set in the previous Plan. Alfagran – recycling of plastic greenhouse materials Through the company Alfagran, Befesa recycles plastic greenhouse waste. Alfagran is still the largest low-density polyethylene recycler in Spain, which makes it world leader in the specific recycling of greenhouse plastics. It is among the first three companies in Europe in the polyethylene film recycling market. Over the last 7 years, our subsidiary Alfagran has recycled more than 80,000 tons of this type of waste and thus offers an environmentally advantageous alternative to the uncontrolled burning of this plastic waste. In the 2002 trading year, Alfagran was, firstly, negatively influenced by the reduction in plastic material consumption and, secondly, by the fall in prices which, in many cases, made exportation unfeasible due to the high transportation costs – Alfagran exports over 60% of its production, mainly to European Union countries, but also to Latin America, China and Tunisia… In spite of this unfavourable situation, Alfagran ended the year with very satisfactory recycling and production levels. In 2002, the company treated more than 15,000 tons of greenhouse film waste, 2.1% more than in 2001, while production was almost 12,900 tons of grain coal, 7.2% more than in 2001. Tracemar Subsequent to the creation of Tracemar, by Befesa and Urbaser, during the course of last year, this company is leader in collection, characterisation, recycling, recovery and regeneration of used oils and marpols, in Spain. 2002 meant the significant consolidation of the company’s activity, in waste collection as well as final management of the same. Thanks to its extensive collection network with more than 90 vehicles and 2002 Annual Report 65 66 Group Activities the capacity of its industrial facilities, Tracemar can offer all types of solutions for a wide range of waste hydrocarbons, from the preparation of decontaminated fuels to energy recovery and regeneration of new base oils. All the wastes have been conveniently analysed and classified in its 15 transfer centres throughout the country, temporarily stored in its 11 million-litre capacity storage facilities and processed in its seven recycling plants. Tracemar’s facilities are currently capable of processing more than 110,000 tons a year of used oil while producing the electric energy a town with more than 64,000 inhabitants, with a mean industrialisation rate, would consume. On the other hand, Tracemar group’s facilities to treat waste from the maritime transportation sector (MARPOL waste) currently provide a service to the 15 publicly owned ports. Last year, as regards the collection and recycling activity, Tracemar’s companies recycled more than 135,000 tons of hydrocarbon waste, an increase of more than 8% on the previous year’s figures. Once again, the collection network surpassed 72,000 tons. As regards electric energy production from waste recycling activities, 2002 saw Tracemar export more than 247 million kWh to the distribution network. This was a significant increase of almost 20% on figures for the previous year and is equivalent to the electric energy consumption of a town with 50,000 inhabitants with an industrialisation rate equal to the country’s mean. Within the programme to reconvert the group’s used oil management facilities in order to obtain regenerated lubricant bases in complete harmony with the European Union directives, the licences were obtained, in 2002, to construct a regeneration plant for Aurecan, in Palos de la Frontera (Huelva). This plant will be commissioned in 2003. The licence obtaining process for Auremar’s new plant in Cartagena (Murcia) is also at a very advanced stage, with the favourable Environmental Impact Statement having been obtained. 2002 Annual Report 67 Aluminium Waste Recycling Salt Slag Recycling Zinc and Desulphuration Waste Recycling Industrial Waste Management 70 80 90 100 110 Industrial Cleaning and Hydrocarbons 109,0 (M €) Sales Figures 67,4 60 50 40 30 20 10 0 Environmental Engineering • Abensur • Abensur Medio Ambiente • Felguera Fluídos • Elsur • PE Vilches Environmental Engineering water application Sectors and environmental management technologies. Activity waste Befesa integrates, in the business unit, all Location Livestock Solid, urban and industrial waste plants, livestock and other wastes Energy, iron and steel, metallurgy, chemical sectors, treatment of spills, in general Hydraulics, supply, upgrading and modernisation of irrigation systems, Water treatment and Desalination Municipal Services of its engineering activities to drive constant Company Sevilla innovation in the development and Abensur Servicios Urbanos, S.A.(Abensur) Design and construction of hydraulic infrastructures; Integral water cycle management Vilches (Jaén) Gijón Sevilla El Ejido (Almería) Elsur, S.A. Abensur Medio Ambiente, S.A. Felguera Fluidos, S.A. Procesos Ecológicos Vilches, S.A. Group Activities – Leader in water treatment and waste management – One of the leading companies, in Spain, in water treatment plant engineering and construction – Leader, in Spain, in desalination plants – Befesa possesses the most advanced technology to treat lixiviates from dumps and composting plants and industrial water with a high biological load – Abensur Medio Ambiente stands out for its great prestige and knowledge of technologies and processes that are applicable to a wide variety of environmental problems, fundamentally in waste treatment plants – Important presence in the Latin American market Integral water management and maintenance of municipal services Design, construction and operation of environmental plants Water treatment in the steel sector, lixiviates from dumps / biomethanisation, High load industrial treatment plants, Turnkey execution of industrial installations Recycling of livestock waste (pig slurry) with production of manure and electric energy 70 is operated through Abensur, Abensur Befesa group’s environmental engineering technical solutions. as the application of integral and efficient development are directly affecting this environmental subjects and sustainable to In an ever-more dynamic market, similar market, sensitivity to last year’s, especially as regards classic infrastructures with other types of less greater activities such as hydraulics, hydroelectric impacting works, such as the reuse of Society’s power stations, water treatment and treated water, replacement of traditional Medio Ambiente and Felguera Fluidos. desalination, with the modernisation of gravity irrigation systems with pressurised works irrigation systems, resulting in water irrigations systems: sprinkler or drip, etc. civil saving and the application of new replacing technologies, being noteworthy, Abensur has continued to grow, with extremely would especially mention the We indexes, importance of seawater and brackish water penetration high market demonstrating its competitiveness as well 2002 Annual Report 71 72 Group Activities than which to supply populated areas, which desalination, as one more resource with irrigation systems, and also from the rest of investments in the modernisation of Companies which are responsible for State-owned Agricultural Infrastructure guarantee provides the public sector. The Autonomous greater traditional sources from surface and Communities a underground waters. In relation with the responsible for urban wastewater treatment districts same, we have participated in several works, are making large investments to municipal national and international forums on increased from the Ministry of the Catalonia and the Mediterranean East transfer of water from the river Ebro to The National Hydrological Plan, with the indicated under standard 91/271. have the same completed by 2005, as and desalination. Continuing with the tendency in previous Environment, our main client, as well as years in the water market, calls for bids have from State-owned Hydrographical Catch- Coast Region, and the National Irrigation Ministry Plan, both of which are being executed, the of Companies, basin have reactivated Abensur’s traditional Agriculture, Fisheries and Food through the hydraulics market. As regards the works contracted during the year we would mention the irrigation modernisation activity, the transformation of the traditional irrigation system to a localised system for Comunidad de Regantes de Villarreal (Castellon) for Seiasa de la Meseta Sur and the enlargement of the main pumping station in the Irrigatable Area of the Northeast Coast of Cadiz, with a 9.2 m3/sec capacity, and 10 MVA installed for the Hydrographical Confederation of the Guadalquivir; in the water treatment activity, we mention the tertiary treatment system for effluent in Tarrasa Sewage Treatment Plant (Barcelona) to irrigate the new courses of Real Club de Golf El Prat. Abroad, works continue on the execution of the Supply to Loja (Ecuador), with a 500 l/sec capacity and we have completed the 8,420 m3/day capacity sewage treatment plant for the towns of Buin Oriente, Linderos, Paine and Alto Jahuel, for Empresa Metropolitana de Aguas Sanitarias de Santiago, Emos in Chile. the traditional We would mention, among the main executions: of area of Loja (Ecuador). population of 175,000 in the municipal Acusur. diameters and different materials, for • Reverse osmosis seawater desalination plant with a 65,000 m3/day flow of • Transformation • Tijola 6,000 kVA and Los Manueles 3,150 kVA Hydroelectric Power (Castellon), produce water, for urban supply to the Villarreal towns in Campo de Cartagena (Murcia), de turbines, Z.R. Stations, irrigation system to a localised system interconnected on the gravitational for the Ministry of the Environment. for covering 1,250 ha, which consists of: section of the Negratin-Almanzora Pelton regulation reservoir, pumping station, (Almeria) transfer, for Acusur. with automatic subscriber plant, piping several Nijar, (Almeria), for Acusur. de in 73 Carboneras produce water (constituting the largest plant with a 120,000 m3/day flow of with • Negratin (Granada) reservoir drive pipeline for the Negratin-Almanzora long desalination plant in Europe), to irrigate m Campo 5,445 nominal flow and an elevation of 421 m, Transfer System, with a 2m 3/sec • Reverse osmosis seawater desalination networks, remote control system and management building for Seiasa de la Meseta Sur. • Collection, 39 km pipeline and Potable Water Treatment Plant, with a 500 l/sec capacity enlargeable to 1,000 l/sec for a 2002 Annual Report During the 2002 trading year, Abensur company responsible for the Medio Ambiente continued operating as the development of environmental engineering and promotion and construction of Befesa’s Industrial Waste Treatment Projects. While focusing on industrial waste in response to of the strict European the new challenges imposed by the application environmental policies, and on maintaining sustainable development, its activity is centred on technical support for several Befesa companies to promote corporate development projects, in Spain as well as in Latin America. Likewise, works have continued on the construction of Solid Urban Waste Treatment Plants, and the exploitation of this type of facility and of Pig Slurry Treatment Plants has been expanded and consolidated. Felguera Fluidos is dedicated to the plants, water and process water treatment design and construction of industrial population of 33,000, included under wastewaters from different types of of Activity XIII of the 100% Treatment Plan industries among which we mention the treatment for Madrid Autonomous Community, the • El Atabal desalination plant for water from the Guadalteba-Guadalhorce, La with prolonged aeration technology, for to Viñuela, El Limonero reservoirs, as well sectors related with food conservation, from biomethanisation and high-load industrial and urban dumps, lixiviates dairy, pharmaceutical, lixiviates from and as from the aquifer on which it is Canal de Isabel II. • Enlargement of Barranco Seco STW (Las Palmas), for a population of 245,000, located, with salinities between 6,500 mg/l and 850 mg/l, with a 165,000 m3/day capacity, to be used to supply Malaga, for Acusur. waters, in general. During the course of 2002, work by means of reversible electro-dialysis filtration, to use 26,000 m3/day for tertiary treatment (EDR) and ultra- • Sewage Treatment Plant for Villarejo de Salvanes, Fuentidueña de Tajo, and continued contracting execution of Combined-Cycle the irrigation purposes, for the Ministry of on the Environment. Tajo and de Extremera, Group Activities Brea Villamanrique de Tajo, with an overall 74 and Sauz” abroad, with the treatment of process Thermal Power Stations, at home and process and a biological one to treat an the combining of a physicochemical commissioned. The treatment consists of for Bioetanol Galicia was executed and treatment efficiency obtained is greater “El Combined-Cycle Thermal Power Station, with a high contaminating load. The annual flow of 100,000 m3 of wastewater than 95%. from in Mexico, whose project includes demineralisation technologies, and similar wastewaters modern reverse osmosis evaporation and works were completed in Castejón (Navarra) Thermal Power Station, for Hidroeléctrica del Cantábrico. As regards dump and biomethanisation lixiviate treatment, Felguera Fluidos executed Pinto’s biomethanisation treatment plant, in Madrid, and has been awarded the 50,000 and 70,000 m3/year contract for the lixiviate plant, in Malaga, with treatment flows, respectively. In the industrial steel sector, several water treatment works were executed for Aceralia. These have allowed Felguera Fluidos to continue, unquestionably, as leading company in the sector. As regards the chemical sector, the new biological sludge treatment plant was constructed for Interquisa-Cepsa. This project marks the commencement of a new activity. We would also mention water treatment activities in olive packing and dressing factories, where significant progresses out in and del “Aceitunas “Aceitunas have been made with successful tests carried Guadalquivir” Camacho”, two of the sector’s most significant factories, in Morón de la Frontera (Seville). In 2002, the wastewater treatment plant 2002 Annual Report 75 Other Complementary Information Other Complementary Information At 31st December 2002, Befesa Group’s total workforce was 1,563. The 26% increase on the previous year is due with Berako Limpiezas mainly to the incorporation of new companies, Industriales being noteworthy in this sense. highest level, with maximum Befesa now possesses a human asset of the qualification and experience, enabling us to take on the ambitious challenges that the group has set for the future. The distribution per business sector was Distribution of the average workforce was as follows: Total Employees (*) 20 as follows: 258 107 125 201 480 372 1,563 The average number of employees rose to people, which is a 27% increase. 1,378, with an increase, in 2002, of 292 consideration (*) all the companies at 100% have been taken into Aluminium waste recycling Sal slag recycling Zinc and desulphurisation waste recycling Industrial waste management Industrial cleaning and hydrocarbons Environmental Befesa Human Resources 78 Total: 1,378 Under actual conditions, characterised by innovation and change, the performance of its professionals, as well as its capacity for attracting, developing and retaining talent, are the key to success for any company. Befesa, being well aware of this situation, has put its trust in Human Resources, with a two-fold objective: strengthen, exploit, transmit and manage knowledge and experience of its highest level professionals and permanently provide the organisation with human resources with suitable means, in quantity and quality, to develop and implement the company strategy. With this in mind, an integral and integrated Human Resource Management System is being implemented, based on competencies in all of Befesa’s Business Units. Management: 71 (5.1%) 456 523 715 1,086 1,378 200 400 600 800 1,000 1,200 1,400 Graduates and technical staff: 292 (21.2%) Clerical staff: 140 (10.2%) 194 Average No. of Employees Labourers: 875 (63.5%) 185 0 2002 Annual Report 79 95/96 96/97 97/98 98/99 99/00 2001 2002 80 Other Complementary Information know-how, expertness, aptitudes, behaviour and motivation of Befesa’s personnel, which is no more than its competencies. This management system is the means by through constant which Befesa takes on the challenges it has programmed improvement that allows it to maintain and develop a sustained advantage window, aligning the human resources with its strategy, while attempting to obtain excellent performance levels. The objective of this system is to develop, strengthen and pay these human resources so that they may contribute the best of themselves and place this contribution in line with Befesa’s needs. describing and classification of the job, Integral, given that it covers the defining, Befesa’s companies have contracted a the field of Occupational Risk Prevention, Spain use a Pooled Prevention System in Currently, while Abengoa’s companies in recruiting and selection to attract the best their Health Technical with Monitoring and professionals on the market, training and system development, with the resulting career corresponding Insurance Companies. Prevention plans, and substitution, assessment, task management and retribution, as well as The activities required to integrate Befesa’s change will be made during the course of Service are being carried out, and the companies in Abengoa’s Pooled Prevention retro-feeding, Integrated, given that it contemplates internal communication. inter-related 2003. processes, exploitation of the synergies among them, (Selection, Training, Assessment), they all autonomy that is required for each one 127 different training courses were given Befesa personnel’s know-how, in 2002, As regards the permanent updating of so that they self-enrich. In spite of the have to pursue a common goal. Moreover, the system is based on hours of training. participated. They received a total of 8,273 with a total of 953 employees having competencies given that we are managing These activities were directed towards the Financing, Strategy and Managing Corporate Training (Basic Courses, greater or lesser extent, from this training All Befesa’s companies have benefited, to a Standards). of NOC Courses (Obligatory Compliance Qualities), and the ever-wider diffusion following training areas: – Specific courses oriented towards the professional activity itself, such as waste handling and management, and, in particular, the personnel from pneumatics, aluminium, production plastic material injection, handling of Abensur Servicios Urbanos, Abensur treatment Occupational included within Zindes. Rontealde, Sondika Zinc, Valcritec and Ambiental, Refinalsa, Relsa, Remetal, Medio Ambiente, Alfagran, Aser, Cartera course, water and Risk fork-trucks, sewage treatment course, potable languages, Prevention courses. those – As regards specific areas, we would mention 2002 Annual Report 81 Other Complementary Information In this sense, Befesa dedicates significant Befesa is experiencing dynamic growth with very high technological levels and carries out its activity in a sector that is characterised by the appearance of legislation with new and more demanding environmental criteria from the EU and its transposition to the member states. This compels the development of new technologies to comply with these criteria. Research and Development and Innovation 82 resources to research, development and innovation, each year. Constant research, development and innovation is considered to be fundamental for Befesa and all the group companies. As regards innovation, Befesa’s policies, as is the case with its main shareholder, are oriented towards the creation of value and its upkeep. The innovation is oriented towards three groups of tangible objectives which, in the future, will contribute to maintaining Befesa’s technological competitiveness: diversification, by means of new products and services, differentiation through improvement and adaptation of its existing products and services as well as process improvement. Apart from this internal effort, the group companies are establishing more and more relationships with national and international universities, with the Superior Scientific Research Council, with the National Metallurgical Research Centre as well as with European companies in the sector, through the execution of projects that are of mutual interest. As regards intangible objectives, we would mention the pursuit of the acquisition of essential competencies and most especially the generation of options for the future. The latter is especially connected with value through growth prospects and the development of new businesses. Befesa is confident that the effort it dedicates to the improvement of current processes and products to optimise costs and reduce environmental impacts, together with the research and development that make it more technologically competitive, will bear fruit and be reflected in greater acceptance of the services provided and the products offered to our clients. The innovative projects under execution in 2002 per Befesa business sector are: ● ● Optimisation of aluminium recycling (Optimus) Environmental improvements achieved through the perfecting of a rotating furnace (Mejorot): During the year a new loading arrangement, with significant improvements in efficiency and fusion control, was designed. A new pretreatment system for aluminium scrapings was also patented as a result of this project. Aluminium ● Minimisation of waste production as a result of aluminium recycling (Minirex): An industrial prototype of a slag cooling press has been constructed. It incorporates significant novelties in the metal recovery process and the same have been patented. ● ● ● ● New oil-drying process for aluminium discs Influence of the quality of secondary metal and the properties to deform plastic material (Calido) Process to minimise iron in the aluminium recycling cycle (Sin Fe) Elimination of oil on aluminium discs (Sin Aceite): This project has resulted in the patenting of novel disc cleaning equipment. Apart from research with in-house means, other projects are executed in collaboration with official standardisation bodies and research centres, with the Basque country university, Labein, CENIM, INASMET and the OEA/EAA meriting special mention. Salt Slag As regards technological development, efforts are still concentrated on both the increase of production and recovery of a larger amount of aluminium and better quality end-products. ● 83 Perfecting the salt fluxes utilised in an aluminium foundry (Supersal): The results obtained are most satisfactory with significant economic implications in productivity. 2002 Annual Report 84 Other Complementary Information Zinc Within Aser’s R&D&I activities, oriented towards obtaining higher value added products and processes, a UniversityCompany research project has been executed, in 2002, in collaboration with the Superior College of Engineers of Bilbao, titled “Physicochemical characterisation and development of a process to manufacture high-quality ZnO from Waelz lixiviate Oxide”. This is a continuation of the experimental and industrial tests carried out over recent years by the Company with a view to obtaining a high-purity zinc oxide (ZnO), to be applied in the pneumatics and ceramics industries, employing the Aser produced Treated Waelz Oxide as the raw material. Likewise, since May 2002, industrial tests are being carried out in Aser with a view to increasing the energy performance and process capacity of the Waelz furnace, to oxidise the metallic iron content in the slag to be found close to the furnace outlet. Said oxidation is achieved by means of the controlled injection of air onto the slag surface through refractory steel lances equipped with a diffuser system. The objective of this project is to reduce, by more than 40%, the amount of coke fed to the furnace for each ton of processed waste and eliminate the consumption of natural gas. As a consequence, expectations are to reduce, by more than 50%, the emission of greenhouse effect gases in the form of CO2 through the Waelz furnace exhaust stack. The gain in useful volume within the furnace and the improvement of the process conditions will, likewise, permit an increase of more than 20% in the powder treatment capacity. Although more complete control of the variables that impinge on the new process has still to be achieved, some of these expectations have at least already been met as programmed. Finally, within “Aser’s Environmental Contaminating Load Reduction Programme“, agreed with the Basque Government’s Department of the Environment, in 2001, a 2-year research project was initiated in collaboration with Labein’s technological centre and the Professorate of Chemistry and the Environment of the College of Industrial Engineers of Bilbao. The activities carried out in 2002 were mainly focused on three fields of activity: a) Study of the reduction in the concentration of selenium in waste from an industrial point of view. b) Reduction of the effluent contaminating load and the total dumped quantity. c) Re-approaching the lixiviation process operated by Aser and the possible alternatives of re-engineering directed towards minimising the dumped quantity or its contaminating load. The project, which was subsidised under the Basque Government’s INTEK Programme, has materialised in practise with the installation of a new sand filter to enlarge the capacity of Aser’s water treatment plant. Patents and Industrial Property The intense activity carried out by Aser in the scientific research and technological development sector, applied to all its products and processes, as well as its investment efforts in R&D&I, have enabled it to take out two invention patents, which are: 85 – Patent no. 9500605, called “Procedure to obtain high purity zinc oxide by means of lixiviation of waelz oxide with baker’s salt dissolubles”, granted on 17th May 2001 and published in the Official Newsletter of the Spanish Patent and Trademark Office, on 16th June 2001. 2002 Annual Report 86 Other Complementary Information This patent is for Spain exclusively and also includes several researchers from the National Metallurgical Research Centre (CENIM) of the Superior Scientific Research Council (CSIC), as inventors. – Patent no. 9500713, titled “Procedure to hydrometallurgically treat the purification of waelz oxides by means of their lixiviation with baker’s salt”, granted on 20th May 1998 and published in the Official Newsletter of the Spanish Patent and Trademark Office, on 1st July 1998. Industrial Waste Management The different companies in the industrial waste management business sector have kept up their efforts to improve their facilities and services. Apart from the activities themselves, the companies have signed a series of collaboration agreements with Universities and Technological Centres to jointly execute waste characterisation, treatment and recycling projects. Cartera Ambiental: The company continues research to eliminate heavy metals from industrial effluent. This research is the fruit of a research contract with the Chemical Engineering Department of the University of Castilla-La Mancha, signed in 1999. Trademed: – In collaboration with the University of Murcia. PROFIT Project dealing with land contamination by heavy metals that exist at the former Potash and Derivatives site (El Hondon), which has been declared to be of great interest by the Department of Agriculture, Water and the Environment of the Autonomous Community of Murcia. The data obtained are documented in the project’s technical report, as well as in photographs and distribution maps of the same. The project is at the final solution phase which is being carried out by the Ministry of Science and Technology. – In collaboration with the University of Cartagena. Project on the use of by-products to stabilise potentially toxic elements (sexvalent chrome). It is at the study and development stage (Department of Chemical Engineering of the Polytechnic University of Cartagena). – Steel powder. Steel powder stabilisation tests with different types of reagents pursuing treatment efficiency and a reduction of the hydrolysis processes that occur in the treatment systems that are available for said fusion slag. – Formic acid treatment. A formic acid neutralisation and stabilisation technique has been developed with by-products from the aluminium industry. To be precise, soda baths employed as a cleaner agent. It is at the solidification process study and improvement stage, optimising conditions and searching for a possible stabiliser. Albega: A research project has commenced with the CENIM related to the exploitation and recycling of organic and inorganic waste with the objective of preparing replacement fuels. Cartera Ambiental: In 2002, the company guided works by last-year Chemical Engineering students from the University of Castilla-La Mancha, as well as by students taking the 1st Ambiental Management Masters given by the UCLM. Complejo Medioambiental Andalucía (CMA): It continues to maintain research project collaboration agreements with the University of Huelva, the Occupational Training School of Nerva, the International University of Andalusia, the University of Baeza and the University of Bremen. 2002 Annual Report 87 88 Other Complementary Information Industrial Cleaning and Hydrocarbons: The companies in this business sector have the following projects under way: Hidro Clean During the course of last year, it developed equipment and an innovative working system: the so-called SALT-fuel system to automatically carry out cleaning activities on tanks with up to a 60 m diameter, optimising resources, revaluing waste and increasing safety of the workers, and replace the manual cleaning system that was being used up to then to clean fuel storage tanks. It is developing, in order to continue improving its services, a work system with the incorporation of biological technology that will complement the SALT with even-safer operating procedures. Etrinsa Execution of a project called “Reductive Dehalogenation in the Homogeneous Phase of Electronic Transfer Organochlorated Contaminants”, with the collaboration of the University of Alicante. Said projects consist of researching alternatives to the incineration of dielectric oils with a weak PCB (Polychlorised Biphenyls) content. The project is based on the use of an electronic transfer reagent that acts by dissociating the organic chlorine in the oils, thus converting all these substrates into reaction products of a hydrocarbonated nature while enabling them to be eliminated in Spain, in cement factories, oil treatment plants, etc. Alfagran Dedicated to the development of granules. We would mention the production and consolidation of the use of a type of granule for the inner lining of corrugated electric cable conduit piping, on the national as well as international market. Likewise, work continues on the “Feasibility study on the use of organic based industrial by-products in construction materials”, which the Superior Scientific Research Council has been carrying out (in its “Eduardo Torroja” Science and Technology Construction Institute) as part of the National R&D&I Plan (2000-2003). A technological feasibility study commenced on a manufacturing process of plastic compounds reinforced with fibres, both recycled. This development contemplates the application of these composites in the automotive and electric appliances manufacturing sectors, fundamentally. The study is being carried out with the collaboration of the Gayker Technological Institute, in the Basque country, and is expected to be completed during the first quarter of 2003. Tracemar The following projects have been developed, in the oleous waste sector, in collaboration with the Chemical Engineering Department of the University of Castilla-La Mancha: – Used oils regeneration process by distillation using the demetalised oils obtained in the Aureca process. – Development of a distilled oils finishing process, an alternative to hardening. Moreover, the PETRI Project development programme, which was being carried out in collaboration with the Polytechnic University of Alicante, has concluded. This has led to the development and putting into operation of advanced analytical procedures. With the application of these tests in used oils checking and acceptance processes, an important advance has been made as regards the capability of detecting nondesired atypical contaminating agents that might give rise to the incorrect functioning of the process. 2002 Annual Report 89 Other Complementary Information Transparency and Security in Markets and another chapter of this Annual Report. Report). These rules are described in Stock Exchange Listed Companies (Aldama Befesa Medio Ambiente develops an Triple Balance Economic Balance The evolution of the Companies main Report. Sales Figures (M €) 0 50 100 150 200 250 300 350 400 450 192.5 403,1 1999 286,1 403.1 192,5 2002 154,5 365,1 same is reflected in the following indicators: activity has increasing enormously, and the that, over the last four years, Befesa’s Nevertheless, we wish to mention the fact Annual a service to its clients, the occupational and of this economic magnitudes are extensively Rules in presented the Corporate human development of its employees and adapted Responsibility. has Commission for the Development of the recommendations of the Special Government applied by the company to Befesa Government Social the creation of value for its shareholders. Befesa orients its activity towards providing advanced operations. through economic and technologically environmental protection and recovery, industrial activity destined to favouring Introduction Ethics and Social Responsibility 90 97/98 98/99 99/00 2001 2002 Ebitda 34.9 (M €) 40,5 40,9 40.9 39,9 1999 34,7 2002 29,0 97/98 98/99 99/00 2001 Environmental Balance 45 40 35 30 25 20 15 10 5 0 2002 Befesa is fully centred on the sustainability of this Annual Report corresponding to the business units. Environmental protection – Objective would require maximum Sustainable development in relation to waste exploitation of the resources, materials or elimination of their and energy content in the same and the reduction hazardousness prior to dumping. This is Befesa’s objective. Moreover, Befesa wants to offer a management system, for industrial waste, that does not generate new waste. Befesa’s activity also includes giving priority to prevention in generation, to reuse and recycling, with the final solution being dumping and it offers an integral waste management system to its clients. This can be seen from the success it has had in developing new treatment systems that do not produce waste material, such aluminium production as the recycling of salt slag from secondary processes, where Befesa is the world Nonetheless, Befesa is always conscious technological leader. of the fact that waste management must of all its activities: recycling of aluminium waste, salt slag, zinc and desulphurisation always the waste, industrial waste management, environmental protection guarantees that improvements. economically applicable technological with industrial cleaning and hydrocarbons, and are to be found in the available and quantitative executed environmental engineering for water their be treatment and waste management. and Extensive information regarding these activities information is to be found in the chapters 2002 Annual Report 91 requirements imposed in their respective legal requirements and guarantee all the All the Group’s facilities comply with all certificates. and EMAS) and quality (ISO 9002) environmental management (ISO 14001 This commitment by Befesa to the environment is also reflected in its training and assessment activities, and it is more than willing to share its know-how with a large variety of audiences. Befesa Group companies continue to offer training courses and seminars on environmental regulations, as well as computerised integral waste management systems. They also design and implement communication and sensitisation campaigns, and prepare chemical and waste product management and handling manuals. Environmental Principles considers Befesa’s Environmental Policy is based on management Environmental awareness and security environmental laws and regulations. Befesa must always comply with all priority objective. environmental protection and security a Befesa’s the following principles: ● ● ● and must be while always company must be present at all levels within the Due to the activity carried out by Befesa operating licences. Likewise, all treated waste waste complies with the authorisations Befesa is making a significant waste must be Befesa’s central goal. preventing the production of new of developed and encouraged. way that any possible environmental treatment and its companies, a foundation stone of impacts associated with our facilities, The our commitment to the environment is ● imposed by the appropriate authorities Befesa’s objective is that all its companies processes and services be minimised, and contribution to the saving of resources ● and all emissions are controlled regularly. obtain Certificates for their Quality or the companies pay special attention to that of carrying out our activities in such a that and minimisation of waste. techniques the protection of their workers, local treatment use surroundings and the public in general. of Environmental Management Systems. The guarantee environmental conservation Other Complementary Information has been officially recognised through 92 ● ● ● to say, we do our utmost to get things preventive than corrective systems, that is possible Befesa must permanently control the of impact its production processes have on analysis right the first time out. an the environment. Each new project must include Quality Assurance and Control, and in management accreditations systems evolving and have now become quality general, the quality systems have been Befesa must keep in constant contact corresponding repercussions on the environment. with the authorities and business Certificates awarded in accordance with through their associations on subjects related with with environmental protection and security, ISO 9000 Standards. transparency As is the case with quality related subjects, information and it must develop good-neighbour the environmental system must manage its and relationships with the public and social controlled organisations. and foundations, and this means that we must solid be accredited as certified companies in on Befesa must assess and assist its clients in activity all subjects related with the handling of accordance with ISO 14000 Standards and, environmental in as their industrial waste in order that the cases, same may be done without causing management companies. certain danger and with maximum security research process, collaborating with Befesa must maintain a continuous been certified in accordance with ISO 9000 Quality Management Systems that have end of 2002, 14 companies possess previous years and upon coming to the guarantees. institutions that are specialised in said Standard. Likewise, 15 companies have As a consequence of the trajectory over field, in order to develop new financially certified in accordance with ISO 14000. ● feasible waste recycling treatment Environmental already We would mention, as an example of Management Systems that have been implemented systems. Quality and the Environment Befesa’s firm commitment to sustainable to the commitment development in strict compliance with the worldwide, to be certified in accordance Befesa’s and most The principle of Continuous Improvement Environment are the driving axis of our legislation, the fact that our subsidiary environmental activity, with deep trust being put into total demanding recycling. The evolution of the quality systems has with the European Regulation EEC no. Aser, has been the first recycling company, led us to achieving a model of more 2002 Annual Report 93 been undertaken within the corporate Quality and Environmental structure, to diffuse the use of the new applications and explain the advantages they contribute to the daily management of projects and works, with a view to continuous improvement. The functions of the Quality and Environmental organisations are, basically, accordance documentation, in with keeping the it the management and development of System updated regulations and with corresponding applicable national and international environmental legislation, propose and secretary to the Quality and develop an annual internal audit plan, act as Environmental Committee where the objectives, indicators and goals for the applications to improve the management A new version of two computerised training programmes and in the assessing assessment activities, collaborate in departments as regards consultation and proposed, attend to the areas and company, areas and departments are 1836/93, of the Quality and Environmental Systems Eco- Management and Audit Scheme (EMAS). have been implemented in all our Group of suppliers, act as supervisor in the Community’s In April 1998, Aser decided, voluntarily, to application of problem resolution (PRR) the adhere to the EMAS and to publish companies as a strategic tool. One is to then, manage and resolve problems (PRR) and from an of annually, and improvement actions (IA) systems, as Environmental Statement to be verified and General the other to deal with improvement with actions (IA). collaborate and validated by the certifying body itself. the Verification Certificate that evidences Ambiental and Rontealde, have obtained other companies from the group, Cartera activities can be proposed by the source resolution of problems and improvement applications is that the management and The most significant aspect of these 2002, 94% more than in the previous PRR’s registered during the course of companies is backed by a total of 278 the system implemented in the Group improvement proposals. The success of Systems, with a view to deciding on Management in the annual revision of the Environmental closest to the problem, in such a way that We would mention that, in 2002, two conformity its detection and solving goes from “down their Management Systems to the requirements of established in the European Regulations on year. Likewise, the 115 improvement 58% increase on the previous year. activities registered in 2002, indicate a to up”. The necessary informing activities have Environmental Management and Auditing (EMAS). Therefore, three group companies Other Complementary Information now possess said Certificate. 94 143 278 2001 2002 115 2002 the Generated IA 2001 stress Generated PRR would 73 Generated PRR and IA We 300 250 200 accordance Salt slag standard. ● with ISO 14000:1996 In acknowledgement of the effort made by Aser to subject its activity to the demands of EC Regulation No. 761/2001 (EMAS), the Ministry of the Environment that the Minister himself presented at a has distinguished Aser with a Diploma Valcritec has implemented a quality ceremony held on 24th October 2002. one system over the last year, and the systems have been totally integrated in in 8th November. accordance with the 95 stipulations laid down in Law 31/1995, of System, norms of an Occupational Risk Prevention required to work, in the future, under the also developed the procedures that are As a complement to the above, Aser has system in accordance with ISO 9000:2000 2003. and the same will be certified early in 150 ● into force for this material during the the new legislation that recently came Environmental Management Systems, to adapt, the Aser implemented Quality and Taking into consideration the need to passed. financial year. All were successfully its Environmental Statement for the 2001 Management Systems and also validated standard Environmental Quality and carried out follow-up audits on Aser’s ISO During the course of the year, LRQA Aser Zinc and Desulphurisation Waste 100 50 0 following improvements during 2002 per business Aluminium sector: ● and course of 2002, Aser has suited its S.L. systems to ISO 9001/2000 standard for Remetal, The companies Refinalsa are working to comply with the Quality Management and the EMAS EC Aluminio en Discos, S.A. continues 761/2001 Regulation. Moreover, both requirements of the EMAS regulation. preparations to have its Quality System in resulting Integrated Management System awaiting audit. 14001 Standards and EMAS 761/2001 is accordance with ISO 9001/2000, ISO Environment), (Quality an the certified for the first time in accordance of and with ISO 9000:2000 standard. phase Galdan, S.A. is at the design and implementation Environmental Management System in 2002 Annual Report 96 Other Complementary Information Management System in accordance with in possession of the Environmental Since 25th October 2002, the company is this process will be completed in 2003. standard UNE-EN ISO 9001:2000, and is currently working to adapt to the new out by Aenor towards the end of 2002. It standard UNE-EN ISO 9002:1994, carried Management Certificate in accordance Zindes: with Standard UNE-EN ISO 14001:1996, to Likewise, the first steps have been taken with certification number CGM-02/310, which was awarded by Aenor. On the Management System manuals and Environmental other hand, the first steps are being taken the to adapt its Quality Management System procedures to standard UNE-EN ISO obtained the validation certificate for its On 12th December 2002, Rontealde Rontealde: 14001:1996. elaborate to Standard UNE-EN ISO 9001:2000. Sondika Zinc: It has successfully passed the last followup audit on its zinc production Quality Environmental Management System, for the production of sulphuric acid and oleum in their different concentrations. accordance Statement, with was the also Likewise, the information contained in its in Environmental validated requirements of European Regulation 761/2001 (EMAS), after successfully passing the audit carried out by the Spanish Standardisation and Certifying Industrial Waste Management Association (AENOR). ● Cartera Ambiental It has become the first Spanish company in the hazardous waste management sector to obtain the EMAS European accreditation, as well as the ISO 9001 and ISO 14000 Quality certificates. has CMA It renewed its ISO 14001 environmental certification and has set itself the goal of achieving EMAS accreditation in the year 2004. The rest of the companies have set 2003 and 2004 to obtain accreditation for their Cleaning and different quality and environmental Hydrocarbons Industrial systems. ● Befesa Tratamientos Especiales The latest quality audit, carried out in January 2003, was made while following private manner), in order to be able to and ISO 9001/2000 (in an internal and standards. made for transition to ISO 9002/2000 satisfactory, with modifications being 14001 certification. passed the audits carried out prior to ISO Auremur and Urbamar have satisfactorily two procedures, ISO 9002/94 (obligatory) initiate the proceedings that are required Retraoil completed the audit process the System, system is Environmental a During 2002, the company adopted January 2003. awarded the ISO 14001 certificate, in ● the new requirements of Standard UNEEN ISO 9000:2000. Abensur and Abensur Medio Ambiente company standard UNE-EN ISO 9001:2000 and registered obtained standard. 97 certificates in accordance with said the The companies Aurecan and Dramar completed their adaptation to the new Tracemar Environmental Engineering Quality System UNE-EN ISO 9002:1994 to carried out by Aenor, fruit of which it was Alfagran for certification prior to the year-end under the new standard, and thus prepare the new quality system with a regards view to ISO 9001/2000 certification. As Management currently being elaborated to initiate the procedures with BVQI for consultations regarding the implementation of the system and its subsequent certification. obtained ISO 14001 Certification. certificate through the first annual follow- Hidro Clean External audits were made during the up audit. Aureval has renewed its ISO 14001 course of the year and results were 2002 Annual Report The current situation as regards Other Complementary Information certifications of Group companies is as follows: 98 Eco-Management and Audit Scheme (EMAS) Community Regulation Environmental Management Certificate ISO 14001 Quality Management Certificate ISO 9000 Certified Companies Aser, S.A. Cartera Ambiental, S.A. Rontealde, S.A. Abensur Abensur Medio Ambiente, S.A Aurecan, S.L Aser, S.A. Aureval, S.L Cartera Ambiental, S.A. CMA Dramar, S.L. Etrinsa, S.A. Refinados del Aluminio, S.A. Remetal, S.L. Retraoil, S.L. Rontealde, S.A. Valcritec, S.A. Zindes, S.A. In the process of implementing Environmental Management (standard ISO 14001) Oficinas Centrales de Befesa Aureca, S.L. Auremur, S.L. Borg Austral, S.A. (Argentina) Deydesa 2000, S.L. Galdan,S.A. Trademed, S.L Urbamar, S.L. Abensur Abensur Medio Ambiente, S.A. Alfagran, S.L Aser, S.A. Borg Austral, S.A. (Argentina) Cartera Ambiental, S.A. Felguera Fluidos, S.A.(ISO 9001:1994) Galdán, S.A Intersplav (Ukraine) Remetal, S.L. Refinados del Aluminio, S.A. Rontealde, S.A. Sondika Zinc, S.A. Unquinaval, S.L. In the process of implementing Quality Management (standard ISO 9000) Aluminio en Discos, S.A. Deydesa 2000, S.L. Trademed, S.L. Unquinaval, S.L. Valcritec, S.A. those of and in being the The Quality systems of the certified companies are that employees are is established; part of the employees through the Focus-Abengoa Foundation, Abengoa’s social activity is channelled per contracted with their corresponding insurance companies. of units. In 2002, 127 training courses were with the employees and family members Befesa’s Social Activity Total: 1,563 distribution The process adapted to comply with the new business sector is as follows: implementation standards ISO 9000 of the year 2000. Social Balance At the close of 2002, Befesa employed a total of 1,563 workers, in Spain and abroad. Befesa pursues occupational improvement objectives for its employees through the satisfying of set continuous advancement and perfecting by means of stimulations from new realistic challenges; and the development of their potential and turning their capabilities into value by means of training and career its plans. The development of the capabilities of management by competencies model given, with 953 employees participating Befesa has implemented in all its business and a total of 8,273 hours were employed efforts in the implementing of practice In acknowledgement of Rontealde’s activity. Moreover, numerous cultural members can benefit from said social Befesa Group employees and their family assistance from the same. Therefore, all significant Training of programmes activities are promoted, mainly in the avail Programme for students in work centres, fields of music and painting, and also to the Basque Businessmen’s Confederation through publications and conferences. able of Abengoa and its group of Companies awarded the company the Confebask being in the same. Prize for Instructors, in November 2002. One of the groups that receive the most the Befesa’s companies have a Technical attention from the Foundation is that within Prevention and Health Monitoring system Industrial Waste Management: Zinc and Desulphurisation Waste Recycling Salt Slag Recycling: Environmental Engineering: Aluminium Waste recycling: Befesa: 480 201 125 107 372 258 20 99 Total Employees Industrial Cleaning and Hydrocarbons: 2002 Annual Report 100 Other Complementary Information have worked in Abengoa and its comprising the persons that work, or and to La Antilla Residence). retired personnel (access to information companies (Befesa), and their spouses or On the other hand, very different activities the awarding of prizes and financial are developed in the Foundation, such as assistance to stimulate learning in the orphaned children. education with young, through a wide programme of related This assistance, during 2002, resulted in prizes and financial aids that are destined, activities exclusively, to the sons and daughters, employees, as well as those of its programmes), orphans, family members and staff grant occupational health, individual attention (schooling (orientation, members that work in Abengoa or in its companies, and their family members can employee Group companies. Therefore, all Befesa’s benefit from the same, and from other illnesses, acknowledgement of employees with 25 activities related with publications, music from years’ continuous service in the company, or exhibitions. the information, negotiation of bank loans or to etc.), a social fund for extraordinary expenses access to La Antilla Residence (rest and arising company for co-existence centre personnel), publications (two-monthly newsletters in Spanish and English), Befesa Medio Ambiente, S.A. and Dependent Companies that make up the Befesa Group Legal and Economic – Financial Information Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 27). In the event of a discrepancy, the Spanish-language version prevails. Assets Thousand of Euros Fixed and other noncurrent assets: Start-up expenses, net (Note 5) Intangible assets, net (Note 6) Tangible fixed assets, net (Note 7) Long-term investments, net (Note 8) Deferred charges (Notes 6, 15 and 16) Consolidation goodwill (Note 9) Current assets: Inventories (Note 10) Accounts receivable (Note 11) Short-term investments (Note 12) Cash Accrual accounts Total assets 547,312 54,392 165,466 5,338 12,541 1,799 239,536 87,045 4,419 4,961 23,814 162,867 24,670 216,312 12/31/02 491,288 43,323 164,911 3,318 12,838 1,445 225,835 60,968 4,409 4,996 18,865 159,892 16,323 200,076 12/31/01 Befesa Medio Ambiente, S.A. and Subsidiaries Composing the Befesa Group Consolidated Balance Sheets Financial Statements as of December 31, 2002 and 2001 (Notes 1, 2, 3 and 4) 104 55,253 2,785 11,675 13,954 4,251 16,249 -9,219 165,425 81,612 11,593 8,425 65,252 -8,487 12/31/02 15,381 16,133 74,046 42,532 1,608 14,033 10,709 4,251 14,830 165,565 81,612 11,593 5,944 52,781 -1,195 12/31/01 Thousand of Euros Minority interests (Note 14) 23,923 20,592 99,768 49,235 132,209 18,272 19,631 1,729 221,076 Shareholders' Equity and Liabilities Deferred revenues (Note 20) 58,463 159,210 11,204 18,954 1,623 249,454 491,288 Current liabilities: Payable to credit institutions (Note 15) Trade accounts payable Payable to Group companies (Note 17) Other nontrade payables (Note 16) Accrual accounts Long-term debt: Payable to credit institutions (Note 15) Payable to Group companies at long term (Note 17) Other payables (Note 16) Negative consolidation difference (Note 3-b) Shareholders' equity (Note 13): Capital stock Additional paid-in capital Reserves Reserves at consolidated companies Translation differences Income for the year attributable to the Parent Company Interim dividend paid during the year Provisions for contingencies and expenses (Note 19) 547,312 Total shareholders´ equity & liabilities The accompanying Notes 1 to 27 and the Exhibit are an integral part of the consolidated balance sheet as of December 31, 2002. These Financial Statements are provisional until approved at the Shareholders’ Meeting to be held on 24th June 2003 Annual Report 2002 105 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 27). In the event of a discrepancy, the Spanish-language version prevails. Befesa Medio Ambiente, S.A. and Subsidiaries Composing the Befesa Group Consolidated Statements of Income Financial Statements 4,610 14,890 1,742 176 2,692 4,318 7,891 703 8,594 17,159 82 62,146 23,729 427,358 274,226 50,016 Year Ended 12/31/02 19,736 4,402 15,334 1,311 3,178 18,425 110 7 1,750 3,324 8,189 1,857 10,046 12,730 (37) 50,346 27,829 372,008 150 245,000 35,990 Year Ended 12/31/01 Thousand of Euros 13,852 (3,242) 17,094 504 14,830 Debit V. Consolidated income before taxes (Add)/Less - Corporate income tax (Note 18) VI. Consolidated income for the year 845 16,249 IV. Extraordinary income III. Income from ordinary activities Variation in fixed asset allowances (Note 8) Losses on fixed assets Extraordinary expenses Amortization of consolidation goodwill (Note 9) Financial and similar expenses (Notes 15, 16 and 17) Exchange losses Expenses: Decrease in finished goods and work-in-process inventories Procurements Personnel expenses (Note 21) Depreciation and amortization expense (Notes 5, 6 and 7) Variation in operating allowances Other operating expenses I. Operating income Less - Income attributed to minority interests (Note 14) VII. Net income for the year for the years ended December 31, 2002 and 2001 (Notes 1, 2, 3 and 4) 106 Credit Thousand of Euros Revenues: Net sales (Notes 17 and 21) Increase in finished product and work-in-process inventories Capitalized expenses of in-house work on fixed assets Other operating revenues Other financial revenues Exchange gains II. Financial loss Reversal of negative consolidation goodwill Income of companies accounted for by the equity method (Note 8) Gains on disposal of holdings Gains on fixed assets (Note 7) Capital subsidies transferred to income for the year (Note 20) Prior years' revenues and income IV. Extraordinary loss 1,189 2,302 1,038 4,610 81 2,549 - 7,070 8,594 537 987 427,358 1,938 3,888 18,471 403,061 Year Ended 12/31/02 1,207 1,538 3,178 230 203 1,851 239 8,170 10,046 691 1,185 372,008 4,469 2,420 - 365,119 Year Ended 12/31/01 The accompanying Notes 1 to 27 and the Exhibit are an integral part of the consolidated statement of income for 2002. These Financial Statements are provisional until approved at the Shareholders’ Meeting to be held on 24th June 2003 Annual Report 2002 107 Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with generally accepted accounting principles in Spain (see Note 27). In the event of a discrepancy, the Spanish-language version prevails. Befesa Medio Ambiente, S.A. and Subsidiaries Composing the Befesa Group Notes to consolidated financial statements Financial Statements Accordingly, most of the systems, equipment and facilities included in the Befesa Group’s tangible fixed assets should be deemed to be assigned to the management and treatment of industrial waste, the provision of environmental cleaning and engineering services and, in general, to the protection and improvement of the environment, either a. Recycling of aluminum waste. b. Recycling of saline slag. c. Recycling of zinc and desulfurization waste. d. Management of industrial waste. e. Industrial and oil and gas cleaning. f. Environmental engineering. Befesa is the Parent Company of an international industrial group which engages mainly in the management and treatment of industrial waste and in the provision of environmental cleaning and engineering services. The Befesa Group is currently structured in the following six business areas: On June 30, 1998, there was a public offering of the Company’s shares and the shares were subsequently admitted to listing on the continuous market (Spanish computerized trading system). The Company’s corporate purpose is basically the acquisition, disposal and holding for its own account of shares, other equity investments, bonds and debentures and any other marketable securities and public and private debt securities, whether listed or not on organized markets; the promotion, participation in and management of business ventures and activities relating to the protection and recuperation of the environment and to the rational use of natural resources; the recovery and treatment of all kinds of raw materials and industrial residues and waste, including their recycling, recovery and disposal; the prevention, treatment, control and elimination of industrial and urban emissions, waste and residues; and the performance of studies and projects of all kinds on procedures and facilities relating to the aforementioned activities, as well as their exploitation. On September 30, 1993, Befesa Medio Ambiente, S.A. (“the Company”) acquired majority holdings in various companies with similar corporate purposes, thereby becoming on that date the head of an industrial group (“the Group” or “the Befesa Group”) operating in the environmental industry. 1. Group companies for the year ended December 31, 2002 108 because of the business activity carried on by the Group or because of their nature. Also, most of the 2002 expenses and revenues should be understood to have accrued in the normal course of the aforementioned activities. The information on the provisions for contingencies and expenses, if any, and on the contingencies, liability and subsidies, if any, arising from the normal performance of the activities included in the Group’s corporate purpose, and other environmental measures are described, as and if appropriate, in the related notes to consolidated financial statements. These activities are carried on by the various Group companies, which are divided into three subgroups headed by the following investees of the Parent Company: MRH Residuos Metálicos, S.L., Alianza Medioambiental, S.L. and Abensur, Servicios Urbanos, S.A. The consolidated information on these subgroups is as follows: Thousands of Euros (*) Entity Erandio (Vizcaya) Location Recovery of waste containing metals and minerals Line of Business 100% 100% 10,289 55,109 42,747 Capital (56) 1,955 4,155 32,865 Reserves (544) 811 7,901 8,161 Income (Loss) - - (5,330) (4,025) - 1,728 8,311 3,915 Minority Interim Interests Dividend (Note 14) MRH Residuos Metálicos, S.L. subgroup Baracaldo (Vizcaya) Recovery of oils, treatment of nonmetallic waste, management of water treatment plants and supply networks 100% 991 Percentage of Ownership Alianza Medioambiental, S.L. (AMA) subgroup Sevilla Construction of hydraulic and environmental engineering works 100% Abensur Servicios Urbanos, S.A. subgroup Integral corporate management services 109 Madrid Befesa Servicios Corporativos, S.A. ended December 31, 2002. (*) Including adjustments for the purposes of uniformity. Consolidated net worth data for the year Annual Report 2002 110 Financial Statements Also, the companies in the Alianza Medioambiental, S.L. and subsidiaries subgroup (“AMA subgroup”), in the MRH Residuos Metálicos, S.L. and subsidiaries subgroup (“MRH subgroup”), in the Abensur Servicios Urbanos, S.A. and subsidiaries subgroup (“Abensur subgroup”) and Befesa Servicios Corporativos, S.A. are included in consolidation (see Note 2-b) and the relevant information thereon are set forth in the Exhibit to these notes to consolidated financial statements. The data relating to Group companies which were not included in consolidation because they were scantly material with respect to the accompanying consolidated financial statements or because they were commencing operations are shown in Note 8. As shown in the aforementioned Exhibit, certain consolidated subsidiaries engage in electricity cogeneration activities. This business activity is regulated by Royal Decree 2818/1998 on the production of electricity at hydroelectric cogeneration facilities and other facilities fed by renewable energy resources or sources. Pursuant to this Royal Decree, all the power produced and not consumed by the companies is acquired by the electric utility operating in each area and with which the related supply agreements have been reached. 2. Basis of presentation of the consolidated financial statements a) True and fair viewThe accompanying consolidated financial statements for 2002, which were prepared from the accounting records of the Company and of the consolidated subsidiaries, include certain accounting adjustments and reclassifications to conform the accounting and presentation methods applied by the subsidiaries with those used by the Befesa Group. These consolidated financial statements are presented in accordance with the Spanish National Chart of Accounts and the accounting standards established in corporate law and, accordingly, give a true and fair view of the net worth, financial position and results of operations of the Company and the subsidiaries composing the BEFESA Group and of the funds obtained and applied by them. The financial statements of the Company and of each of the consolidated subsidiaries for 2002 have not yet been approved by the respective Shareholders' Meetings. However, the Parent Company’s directors consider that they will be approved without any changes. b) Consolidation principlesThe subsidiaries that were consolidated were those that are 50% or more directly owned by the Company and which, together with the latter, constitute a single decision-making unit (see Note 1) and the associated or multigroup companies that make a material contribution to the consolidated financial statements. The subsidiaries were fully consolidated and companies jointly managed with one or more non-Group companies were proportionally consolidated. The investments in associated companies included in the scope of consolidation were accounted for by the equity method. All material accounts and transactions between the fully consolidated companies were eliminated in consolidation. The equity of minority interests in the subsidiaries’ net worth and results is presented under the “Minority Interests” and “Income Attributed to Minority Interests” captions in the accompanying consolidated balance sheet and consolidated statement of income, respectively (see Note 14). The equity method requires the value at which the investments are recorded in the books of the company owning the investment to be replaced by the amount relating to that company’s share in the net worth of the investee. In this connection, it should be pointed out that the holding in the Ukrainian company Intersplav amounts to 50.84% as regards the corporate rights attributable to capital stock, and to 40% as regards dividend rights and rights to receive the assets corresponding to the ownership interest in the event of liquidation. Accordingly, and due to the situation in the country where this company is located, the Company’s directors have chosen to carry this investment by the equity method. Had the investment been fully consolidated, the effect on the various captions on the asset and liability sides of the consolidated balance sheet and on the consolidated statement of income as of December 31, 2002, would not have been material. In accordance with standard practice, the consolidated financial statements do not include the tax effect of including in the Company's accounts the accumulated reserves and retained earnings of the other consolidated companies, since it is considered that such reserves will be used as self-financing resources by the related companies. Annual Report 2002 111 112 Financial Statements Translation of foreign currency financial statementsThe financial statements as of December 31, 2002, of Borg Austral, S.A., Adenur, S.A., Intersplav and Remetal TRP, Ltd. were translated to euros by the year-end rate method and, accordingly, the assets and liabilities were translated at the year-end exchange rates, the capital stock and reserves at the historical exchange rates and the revenues and expenses at the average exchange rates for the year. The portion attributable to the Group of the difference between translating the revenues and expenses at the average exchange rates and the capital stock and reserves at the historical exchange rates, and translating the assets and liabilities at the year-end exchange rates is presented under the “Shareholders’ Equity Translation Differences” caption in the accompanying consolidated balance sheet as of December 31, 2002, and amounted to €8,487 thousand (negative), of which €3,619 thousand (negative) relate to Borg Austral, S.A., €1,899 thousand (negative) to Intersplav, €2,476 thousand (negative) to Adenur, S.A. and €493 thousand (negative) to Remetal TRP, Ltd. (see Note 13). c) Comparative informationScope of consolidationThe Alianza Medioambiental, S.L. subgroup, and more specifically its Prisma, Promoción de Industrias y Servicios Medioambientales, S.L. subgroup, was reorganized in 2002. For this purpose, Alianza Medioambiental, S.L. contributed to Prisma, Promoción de Industrias y Servicios Medioambientales, S.L. 40% of the shares of Trademed, Tratamientos del Mediterráneo, S.L. Subsequently, Prisma, Promoción de Industrias y Servicios Medioambientales, S.L. transferred to Alianza Medioambiental, S.L. the holdings it then owned in Borg Austral, S.A., Adenur, S.A., Alfagran, S.L. and the Tratamiento de Aceites y Marpoles, S.L. subgroup. Then, Prisma, Promoción de Industrias y Servicios Medioambientales, S.L. carried out an upstream merger with Trademed, Tratamientos del Mediterráneo, S.L. and adopted the latter’s corporate name. New companies were incorporated or acquired in 2002 and included in the scope of consolidation. The main inclusions were as follows: – Befesa Gestión de Residuos Industriales, S.A. was incorporated through the AMA subgroup. 100.00% 100.00% 78.49% % of Ownership – Alianza Befesa Egmasa, S.L. was formed through the AMA subgroup and 50% of its shares were subsequently sold at no gain to Empresa de Gestión Medioambiental, S.A. This company was formed to operate and manage the hazardous waste inertization plant at Palos de la Frontera (Huelva) (see Note 6). – A 70.04% holding in Leitek Luz y Tecnología, S.A. was acquired in April 2002 through the AMA subgroup. This company is the parent company of the following entities: Berako, S.A. Berako Equipos Especiales, S.A. Hidro Clean, S.A. This acquisition had a cost of approximately €9,155 thousand and gave rise to consolidation goodwill of €6,496 thousand. This goodwill is being amortized over 20 years, since this is the estimated period over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). 100.00% 21.51% % of Ownership – A 70.00% holding in Ecomat, S.A. was acquired in April 2002 through the AMA subgroup. This company is the parent company of the following entities: Hidro Limp, S.A. Hidro Clean, S.A. This acquisition had a cost of approximately €4,018 thousand and gave rise to consolidation goodwill of €1,865 thousand. This goodwill is being amortized over 20 years, since this is the estimated period over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). The acquisition of Ecomat, S.A. also gave rise to consolidation goodwill at the Befesa Group of approximately €1,066 thousand, which is the goodwill Ecomat, S.A. generated in prior years on the acquisition of its ownership interest in Hidro Clean, S.A. This goodwill is being amortized over 20 years, since this is the estimated period Annual Report 2002 113 114 Financial Statements over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). The Befesa Group, through the AMA subgroup, granted the minority shareholders of Laitek Luz y Tecnología, S.A. and of Ecomat, S.A. a unilateral and irrevocable promise to purchase (put option for the minority shareholders) 29.96% of the shares of Laitek Luz y Tecnología, SA. and 30.00% of the shares of Ecomat, S.A. In turn, the current minority shareholders granted a unilateral and irrevocable promise to sell (call option for the Befesa Group) these holdings. These put and call options are free and may only be exercised at one time for all the aforementioned percentage holdings when five years and five years and six months, respectively, have elapsed from August 2, 2001. The put and call options must be exercised within the stipulated period. The price to be paid by Befesa for each of the shares under the put and call options, respectively, shall be the value attributable to each share of a multiplier on the EBITDA for the last fiscal year ended prior to the date on which the option is exercised, with a minimum amount for all the shares of €5,589 thousand plus the amount contributed by the sellers in any possible capital increase. – All the shares of Comercial Sear, S.L. were acquired in April 2002, through the AMA subgroup, for approximately €2,533 thousand, giving rise to consolidation goodwill of €2,287 thousand. This goodwill is being amortized over 20 years, since this is the estimated period over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). €481 thousand of the aforementioned acquisition price, which are payable in 2004, were outstanding as of December 31, 2002, and this amount is recorded under the “Long-Term Debt – Other Payables” caption in the accompanying consolidated balance sheet (see Note 16). – A 52.5% holding in Complejo Medioambiental de Andalucía, S.A. was acquired in December 2002 from various shareholders, basically from Terraire, S.A. (see Note 13), through the AMA subgroup, for approximately €23,075 thousand. As a result of this acquisition, the Befesa Group owns all the shares of this company. This acquisition gave rise to consolidation goodwill of €18,258 thousand, which will be amortized in 20 years, since this is the estimated period over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). Of the aforementioned acquisition price, €200 thousand payable in 2003 and €351 thousand payable in 2004, were outstanding as of December 31, 2002, and these amounts are recorded under the “Current Liabilities – Other Nontrade Payables” and “Long-Term Debt – Other Payables” captions, respectively, in the accompanying consolidated balance sheet (see Note 16). – Shares making up a 99.91% holding in Suministros Petrolíferos de Mediterráneo, S.A. were acquired in 2002 through the AMA subgroup for approximately €277 thousand, giving rise to consolidation goodwill of €186 thousand. This goodwill is being amortized over 20 years, since this is the estimated period over which this holding will contribute to the obtainment of income for the Group (see Notes 3-a and 9). Certain companies acquired in prior years were included in the scope of consolidation of the Befesa Group for the first time in 2002. In prior years they were not consolidated because their contribution was not material. The detail of these companies as of December 31, 2002, indicating the consolidation method used and the ownership interest therein, was as follows: Equity methodEcología Canaria, S.A. (Note 8) Through the AMA subgroupFull consolidationAdenur, S.A. 50.00% 50.00% 45.00% 100.00% % of Ownership Through the Tracemar subgroupProportional consolidationDi Nunzio, S.A. (*) Urbaoil, S.A. (*) This holding was acquired in 2001, giving rise to consolidation goodwill, in the percentage attributable to the Befesa Group, of €455 thousand, which is being amortized over 20 years (see Notes 3-a and 9). Recording of tax assetsIn accordance with an ICAC Resolution dated March 15, 2002, the Group recorded tax assets relating to tax credits and tax relief which had not been used for tax purposes as of December 31, 2002, the effect of which is disclosed in Note 18. This fact should be taken into account in order to be able to properly compare the 2001 and the 2002 figures. Annual Report 2002 115 116 Financial Statements 3. Valuation standards and accounting principles applied The main accounting principles and valuation methods applied in preparing the accompanying 2002 consolidated financial statements were as follows: a) Consolidation goodwillThe accompanying consolidated balance sheet includes €87,045 thousand of consolidation goodwill, net of amortization, representing the positive difference in consolidation between the amounts paid to acquire the shares of consolidated subsidiaries and their underlying book values on the date of acquisition or first-time consolidation (see Note 9). The Group amortizes goodwill on a straight-line basis over 20 years from the date of acquisition of the holdings, since this is the estimated period in which this goodwill will contribute to generating revenues for the Group. Accordingly, the Company recorded amortization of approximately €4,318 thousand with a charge to the “Amortization of Consolidation Goodwill” caption in the accompanying consolidated statement of income (see Note 9). b) Negative consolidation differenceThe negative consolidation difference relates to the negative difference between the amounts paid in previous years to acquire shares of consolidated subsidiaries and the underlying book value of the shares on the date of acquisition or first-time consolidation. This negative consolidation difference is not amortized and, if appropriate, will be recorded as a revenue when the related holdings are sold. c) Accrual principleRevenues and expenses are recognized on an accrual basis for accounting purposes. d) Start-up expensesThese relate mainly to capital increase, preopening and preoperating expenses. The Group companies amortize these expenses on a straight-line basis over five years (see Note 5). e) Intangible assetsThe amounts relating to intellectual property are recorded at their acquisition or production cost and are amortized over five years (see Note 6). Research and development expenses are recorded at acquisition or production cost and the projects are clearly defined. These expenses are amortized over five years on a systematic basis and the technical, economic and financial potential of each project is reviewed at the end of each year. If a project is progressing negatively or there are no financing plans to assure effective completion, the related amount is expensed currently in full (see Note 6). Computer software is recorded at acquisition cost and is amortized over five years (see Note 6). The rights under financial lease contracts are recorded as intangible assets at the cash value of the related assets, and the total debt for lease payments plus the amount of the purchase option are recorded as a liability. The difference between the two amounts, which represents the interest expenses on the transaction, is recorded as a deferred expense and is allocated to income each year by the interest method (see Note 6). Easements relate to the cost paid by the subsidiary Rontealde, S.A. for indefinite-term right of way, since its land and facilities are located in the industrial complex of another company. This cost was allocated to the Company’s land and facilities in equal proportions and, accordingly, the amortization is based on 50% of the value and is being taken on a straight-line basis over 25 years, the estimated useful life of the plant (see Note 6). The administrative concessions relate basically to the tender rights paid by Abensurasa, A.I.E. to the El Ejido Municipal Council to obtain the right to participate as a private partner with a 70% equity investment in Empresa Mixta de Servicios Municipales de El Ejido. This cost is being amortized on a straight-line basis over the life of the concession, which is established at 25 years. f) Tangible fixed assetsTangible fixed assets are stated at acquisition cost revalued, if appropriate, pursuant to the applicable enabling legislation, including Vizcaya Regulation 6/1996 and Asset Revaluation Royal Decree 2607/1996 (see Notes 7 and 13). Annual Report 2002 117 118 Financial Statements 25 10 5 4 – – – – 50 25 10 10 Average Years of Useful Life The Group companies depreciate their tangible fixed assets by the straight-line method at annual rates based on the following years of estimated useful life: Structures Plant and machinery Other fixtures, tools and furniture Other tangible fixed assets Upkeep and maintenance expenses are expensed currently. Financial expenses and exchange differences relating directly to tangible fixed assets and incurred during the related construction period are capitalized. g) Financial investmentsLong-term investments (see Notes 1, 2 and 8)1. Investments in Group or associated companies not included in consolidation: The investments in nonconsolidated Group and associated companies are valued at their acquisition cost in the consolidated financial statements. Value adjustments are made by recording the related allowances when acquisition cost is higher than the underlying book value of the investee, taking into account the unrealized gains disclosed at the time of the acquisition and still existing at the date of subsequent valuation. Had these investments been consolidated, the effect as of December 31, 2002, would not have been material (see Note 8). 2. The other long-term investments are valued at the lower of acquisition cost or market. Short-term investments (Note 12)Short-term investments are valued at the lower of cost or market. Short-term loans are recorded at repayment value, which includes the principal and accrued interest at yearend. h) InventoriesThe Group’s inventories are valued as follows (see Note 10): 1. Raw materials and merchandise: at the lower of FIFO cost or market. 2. Ancillary products, consumables and replacement parts: at the lower of the price per the last invoice or market value. The value resulting from the valuation of these products at the price per the last invoice does not differ significantly from FIFO cost. 3. Semifinished and finished goods: at the lower of market value or average production cost. Production cost is calculated as the specific cost of the supplies and services plus the applicable portion of the direct and indirect cost of labor and general manufacturing expenses. 4. Work-in-process: this is valued by the percentage-of-completion method under which the result on a project is calculated by applying to the projected final result on each project in process the percentage resulting from comparing the actual direct and indirect costs incurred with the projected total direct and indirect costs. Additionally, for projects in process the Company does not allocate a percentage of completion exceeding the percentage of the advances billed to the customer. Based on this policy, the projected final result on the projects is determined on the basis of the difference between: – Total revenues to be obtained on the basis of the sale price stipulated in the contract, and revenues arising from modifications previously accepted by customers, contract price revisions, settlements and other applicable items; and – Actual costs incurred through the valuation date plus an estimate of the costs to be incurred through completion of the project. If a final loss is projected, the loss is recorded in full when it becomes known. i) SubsidiesOperating subsidies are recorded in full as revenues in the year in which notification that they will be granted is received, provided that there is reasonable certainty regarding their collection. Annual Report 2002 119 120 Financial Statements Capital subsidies (see Note 20) are recorded at the amount granted and are allocated to income in proportion to the period depreciation on the subsidized assets, except in the case of nondepreciable assets, the subsidies for which are allocated to income in the year in which the related assets are sold or relieved from the accounts. j) Corporate income taxThe expense for corporate income tax of each year is calculated on the basis of book income before taxes, increased or decreased, as appropriate, by the permanent differences from the taxable income, net of tax relief and tax credits arising and deducted in the year, excluding tax withholdings and prepayments (see Note 18). The tax benefit relating to tax loss carryforwards, tax credits and tax relief, as appropriate, is recorded as a deduction of corporate income tax for the year in which entitlement to the deduction arises, provided that there are reasonable estimates of the future performance of the various Group companies at individual level or of the companies composing the consolidated tax Group, as appropriate, which indicate that these deductions may be taken in the future, as indicated in Note 18. The tax rate applicable to the Group companies located in the Basque Country is 32.5% and that applicable to the Ukrainian company Intersplav is 30%. A tax rate of 35% is applicable to the other companies. k) Foreign currency transactionsThe balances of trade accounts payable and receivable (denominated in non-euro area currencies) are valued at the exchange rates ruling at the transaction date, and are adjusted at year-end to the exchange rates then prevailing, except for those currencies that have been hedged. Exchange losses, if any, are charged to income. Exchange gains are deferred until they are effectively realized. As of December 31, 2002, the Company had arranged exchange rate hedge transactions relating to advances to suppliers for US$ 3,317 thousand (see Note 10). l) Sales of futuresIn 2002 various Group companies carried out transactions in the metals futures market (mainly zinc and primary and secondary aluminum) to fully or partially cover sales of physical tonnes containing these metals. The differences in the market prices arising as a result of the continuous fluctuations of futures traded on organized markets are treated in accordance with the following criteria: – Positive or negative differences arising due to variations in the market price of futures transactions which are genuine risk-hedging deals are recorded by adjusting the value of the main hedged transaction. – Positive or negative differences arising on transactions that are not defined as hedging are allocated directly to the income statement over the life of the transaction, and a theoretical close is performed on the open transactions based on market prices. The result of the futures transactions for the year ended December 31, 2002, was a gain of €998 thousand for transactions closed in the year, and a gain of €366 thousand for transactions open at year-end. m) Provisions for pensions and similar obligationsCertain Group companies have various obligations to their employees to supplement their social security retirement pensions. These obligations had been externalized as of December 31, 2002. The obligations of the subsidiaries as sponsors of the related pension plans are to contribute a percentage of the pensionable salary of their employees. Also, the provision of approximately €394 thousand as of December 31, 2001, recorded by the subsidiary Refinalsa for supplementary unemployment benefit, early retirement benefit and other commitments to employees who were terminated pursuant to the labor force reduction plans implemented in previous years has been released in 2002 since these commitments have been externalized (see Note 19). n) Severance costsUnder current labor regulations, the Group companies are required to pay severance to employees terminated without just cause. Since the Parent Company’s directors do not expect any future terminations which would give rise to material liabilities, no provision has been recorded in this connection. Annual Report 2002 121 122 Financial Statements 4. Distribution of the Parent Company’s income 1,133 984 9,219 11,336 11,336 11,336 Thousands of Euros The Parent Company’s Board of Directors will propose to the Shareholders’ Meeting the following distribution of income for the year ended December 31, 2002: Distributable income: Income for the year Distribution: To legal reserve To voluntary reserves Interim dividend paid during the year On August 2, 2002 and December 18, 2002, the Company’s directors resolved to distribute two interim dividends of €4,609 thousand each (€0.17 gross per share carrying dividend rights) out of 2002 income. These interim dividends were paid in full in 2002 (see Note 13). 5,367 5,367 537 4,830 4,609 23 24,605 17,999 6,629 Thousands of Euros The provisional accounting statement prepared in accordance with Article 216 of the revised Corporations Law stating the existence of sufficient liquidity as of July 22, 2002, for the distribution of the interim dividend of €4,609 thousand is as follows: Income before taxes Accrued corporate income tax Income after taxes Allocation to legal reserve Distributable income: Amount proposed for distribution Cash and cash equivalents Receivables and other Current liabilities Liquidity 4,609 4,609 107 37,364 29,837 7,634 10,890 (840) 11,730 1,173 10,557 Thousands of Euros The provisional accounting statement prepared in accordance with Article 216 of the revised Corporations Law stating the existence of sufficient liquidity as of December 15, 2002, for the distribution of the interim dividend of €4,609 thousand is as follows: Income before taxes Accrued corporate income tax Income after taxes Allocation to legal reserve Distributable income: Interim dividend already paid during the year Amount proposed for distribution Cash and cash equivalents Receivables and other Current liabilities Liquidity 5. Start-up expenses Net Balance at 12/31/01 140 5 123 268 Changes in the Scope of Consolidation (Note 2-c) 67 178 559 804 Additions (27) (27) Retirements (30) (344) (700) (6) (1,080) Provisions 486 361 4,030 84 4,961 Net Balance at 12/31/02 123 309 549 4,048 90 4,996 The variations in the year ended December 31, 2002, in the “Start-Up Expenses” caption in the accompanying consolidated balance sheet were as follows: Thousands of Euros Incorporation expenses Capital increase expenses Preopening expenses Other The balance of the “Preopening Expenses” account includes the amount, net of amortization, of all the expenses incurred by the Group companies from inception Annual Report 2002 124 Financial Statements through the date on which they completed the activities prior to the entry into operation of the facilities and production equipment. The additions relate mainly to the expenses incurred in the incorporation and start-up in 2002 of Befesa Gestión de Residuos Industriales, S.A., which is part of the AMA subgroup (see Note 2-c). The “Preoperating Expenses” account includes the expenses incurred by Remetal T.R.P., Ltd. in 2001 in the start-up of the plant for the treatment of saline slag. The net unamortized balance as of December 31, 2002, amounted to approximately €2,108 thousand. The Parent Company Befesa Medio Ambiente, S.A. recorded under the “Capital Increase Expenses” caption in 1998 the stamp tax paid in that year amounting to €229 thousand. However, this Company had filed an appeal before the Madrid High Court. A decision was handed down in this connection in 2002 upholding the Company’s claim and ordering the Directorate-General of Taxes of Madrid to refund the amount paid by the Company and to pay the related interest, for a total amount of €285 thousand. This amount had not yet been collected as of December 31, 2002, and was recorded with a charge to the “Taxes Receivable” caption in the accompanying consolidated balance sheet at that date (see Note 18) and with a credit to the “Other Operating Revenues” caption in the accompanying 2002 consolidation statement of income, net of the unamortized amount of €27 thousand. Additionally, the Parent Company recorded as additions to this caption expenses of €100 thousand relating to the capital increase carried out in 2001. The “Other” caption in the foregoing table includes basically the expenses incurred in connection with the new combustion plant of the subsidiary Rontealde, S.A., which consist of expenses directly relating to production (basically plant personnel expenses) incurred by the company in connection with the investments made in its production plant in 1995, which led to the temporary halting of production. 6. Intangible assets The variations in the year ended December 31, 2002, in intangible asset accounts and in the related accumulated amortization were as follows: Thousands of Euros CostIntellectual property Research and development expenses Computer software Rights on leased assets (Note 7) Easements (Note 3-e) Administrative concessions Accumulated amortizationIntellectual property Research and development expenses Computer software Rights on leased assets Easements (Note 3-e) Administrative concessions Net 1,243 2,805 881 11,826 639 12,910 30,304 Balance at 12/31/02 (151) (3,877) (4,028) (23) (1,692) (525) (1,233) (252) (2,765) (6,490) 23,814 Transfers (Notes 7 and 8) (371) (124) (495) (23) (23) Retirements 24 732 117 2,830 4,959 8,662 58 371 40 469 Additions/ Provisions 1 514 46 1,747 69 2,377 (21) (332) (108) (637) (43) (466) (1,607) Changes in the Scope of Balance at Consolidation 12/31/01 (Note 2-c) 1,218 1,930 718 7,524 639 11,759 23,788 (1) (43) (31) (300) (31) (406) 1,971 125 (59) (1,688) (426) (273) (209) (2,268) (4,923) 18,865 The main additions in 2002 to the “Intangible Assets - Rights on Leased Assets” caption relate to financial lease contracts entered into by Alfagran, S.L. and certain Tracemar subgroup companies. Additionally, in 2002 the Group company Befesa Gestión de Residuos Industriales, S.A. entered into an agreement with Empresa de Gestión Medioambiental, S.A. which enabled the Group to enter the business of operation and management of the hazardous waster inertization plant at Palos de la Frontera, owned by the aforementioned company, by virtue of an administrative concession for waste management granted to it by the Andalusia Autonomous Community Government. The amount paid as a consideration amounted to €3,310 thousand and is recorded under the “Administrative Concessions” caption. Under this agreement, a new company, Alianza Befesa Egmasa, S.L., was incorporated (see Note 2-c). Under this agreement, the Group undertook to buy the facilities of the aforementioned plant, Annual Report 2002 126 Financial Statements owned by Empresa de Gestión Medioambiental, S.A., within a maximum period of three years for €1,562 thousand, adjusted to present value at the purchase date. Empresa de Gestión Medioambiental, S.A. undertakes to take over the aforementioned administrative concession from Alianza Befesa Egmasa, S.L. on the purchase date. Until then, the new company incorporated for the operation and management of the abovementioned plant will pay an annual amount of €240 thousand for the use of the aforementioned facilities. Research and development expenses relate mainly to the cost of the projects conducted by the Group to carry on its business activities. This cost includes direct labor costs, a portion of allocable indirect expenses, and external costs valued at their acquisition price. The assets which are recorded as of December 31, 2002, under financial lease contracts relate basically to a hydroelectric plant, a cogeneration engine, various installations and an industrial building for €5,085 thousand, €765 thousand, €588 thousand and €901 thousand, respectively, which were leased by Iniciativas Hidroeléctricas, S.A., Aceite Usados y Recuperación Energética de Andalucía, S.L., Alfagran, S.L., and Suministros Petrolíferos del Mediterráneo, S.L., respectively (the latter was leased during the year). The financial lease contract terms vary in general from three to five years, except for the financial lease of the hydroelectric plant and the industrial building, the terms of which are 15 and 13 years, respectively. The data on the financial lease contracts in force as of December 31, 2002, are as follows: Prior Years 1,565 2002 9,370 Lease Payments Outstanding with Purchase Option (Notes 15 and 16) 296 Value of Purchase Option Thousands of Euros Original Cost 2,107 Lease payments 11,826 7. Tangible fixed assets (7,000) (83,006) 6,483 24,183 21,440 261,504 34,063 175,335 (713) (1,118) (8,279) 11,782 (150) (6,298) 1,154 632 3,260 20,061 1,886 13,129 (1,760) (700) (14,472) (1,184) (10,828) 1,033 4,410 492 16,111 2,758 7,418 225 229 1,878 1 1,423 (278) (309) (3,583) (902) (2,094) (3,819) 4,243 23 2,282 (2,683) 14,732 (24,562) (14,704) (4,631) 1,593 18,310 Transfers (Note 6) 10 14 1,193 1,169 (30) (65) (21) (5,326) (5,210) Translation Differences (10,569) (4,426) (121,269) 162,867 (6,051) (100,223) 23,094 4,598 10,158 284,136 39,398 206,888 Balance at 12/31/02 127 (4,512) (7,094) (101,612) 159,892 Changes in Balance the Scope of Consolidation Additions/ at (Note 2-c) (Provisions) Retirements 12/31/01 The variations in the year ended December 31, 2002, in tangible fixed asset accounts and in the related accumulated depreciation were as follows: Thousands of Euros CostLand and structures Plant and machinery Other fixtures, tools, furniture and computer hardware Construction in progress Other tangible fixed assets Accumulated depreciationStructures Plant and machinery Other fixtures, tools, furniture and computer hardware Other tangible fixed assets Net As indicated in Note 3-f, the Group companies Rontealde, S.A., Compañía Industrial Asúa-Erandio, S.A., Remetal, S.L., Zindes, S.A., Cartera Ambiental, S.A. and Refinados del Aluminio, S.A. (see Note 1) revalued their tangible fixed assets pursuant to the applicable enabling legislation on asset revaluations. The net effect of the revaluations as of December 31, 2002, totaled approximately €6,779 thousand, and the revaluations increased the depreciation expense for 2002 by €769 thousand. The most significant additions in 2002 relate to the investments for the construction of the Procesos Ecológicos Vilches, S.A., and Remetal T.R.P., Ltd. plants, and to investments by other companies in the Remetal subgroup, amounting to approximately €564 thousand, €1,822 thousand and €1,736 thousand, respectively. The subsidiary Annual Report 2002 128 Financial Statements Compañía Industrial Asúa-Erandio, S.A. made significant investments during the year in the expansion and improvement of buildings and the acquisition of machinery and fixtures totaling approximately €3,344 thousand. In 2002 the subsidiary Remetal, S.L. retired tangible fixed assets with a cost of €1,406 thousand and accumulated depreciation as of December 31, 2002, of €1,296 thousand, and obtained €94 thousand from the sale. The Group recorded the related capital gains and losses which amounted to approximately €7 thousand and €23 thousand, respectively. Suministros Petrolíferos del Mediterráneo, S.L., by virtue of a lease-back transaction arranged with a financial institution during the year, recorded the addition and subsequent disposal of the assets affected by the transaction, amounting to €902 thousand, under the “Land and Structures” caption in the accompanying consolidated balance sheet and recorded the financial lease contract under the “Rights on Leased Assets” caption (see Note 6). The Group did not record any gain or loss on this transaction. In 2002 the investee Abengoa Servicios Urbanos, S.A., which is part of the Abensur subgroup, transferred to the “Inventories” caption work-in-process amounting to €4,782 thousand which had been recorded under the “Construction in Progress” caption (see Note 10). The Group takes out insurance policies to cover the possible risks to which its tangible fixed assets are subject. As of December 31, 2002, these assets were reasonably insured. As of December 31, 2002, the cost of the fully depreciated tangible fixed assets in use amounted to approximately €25.7 million. 8. Long-term investments The variations in the year ended December 31, 2002, in the balances of this caption in the consolidated balance sheet were as follows: Thousands of Euros Accounts receivableLoans to Group companies Loans to associated companies Other long-term loans Equity investmentsIn companies accounted for by the equity method (Note 2) In Group companies In associated companies Other long-term investments Guarantees and deposits given Less- AllowancesInvestments in Group companies Investments in associated companies Other investments (361) - 1,685 1,199 11,057 1,006 7,167 - (243) (786) (1,648) (581) (38) - 2,549 2,549 - - (1,687) (1,687) - (724) (2,347) (241) (3,312) 24,670 8,243 3,392 5,834 177 910 27,982 238 750 8,438 Balance at 12/31/02 174 750 1,309 422 (496) 253 (182) (3) (1,518) (221) (1,742) Changes in Balance the Scope of Additions Carried by Translation Consolidation and Transfers at the Equity Differences (Note 2-c) 12/31/01 (Note 6) Retirements Method (Note 13) 6,959 2,203 5,834 420 244 17,893 - 129 (721) (829) (20) (1,570) 16,323 The “Loans to Associated Companies” caption relates to the loans to the DramarAndalucía and Urbamar-Levante joint ventures which are recorded at 50% of the amount granted since the Tracemar subgroup is proportionally consolidated (see Note 2-c). The “Long-Term Loans” caption relates basically to a loan of €595 thousand from Abensur Medio Ambiente, S.A. to one of the joint ventures in which it has an ownership interest, which earns interest at Mibor+0.5%, and an account receivable by Empresa Mixta de Servicios Municipales de El Ejido, S.A. from the El Ejido Municipal Council, amounting to €4,301 thousand. These amounts are mainly due in 2004. In 2002 this caption also includes the account receivable from one of the joint ventures in which Abensur Medio Ambiente, S.A. participates for the amount of €3,877 thousand paid for construction of a urban solid waste recovery and composting plant, which will Annual Report 2002 130 Financial Statements be recovered through operation of the aforementioned plant by this joint venture (see Note 6). Additionally, €339 thousand were transferred to short term in 2002. The main variations in long-term investments were as follows: Investments in Group companies• In 2002 80% holdings were acquired through the AMA subgroup in Tria Equip de Gestió Ambiental, S.L. and Procesos y Gestión Ambiental, S.L. for approximately €519 thousand and €572 thousand, respectively. Additionally, a 50% holding in Flores e Hijos, S.A. was acquired through the Tracemar subgroup for €291 thousand. These companies were not included in the consolidated Group in 2002 because they were acquired recently, they are not material and there was no involvement in their management in 2002. Investments in companies accounted for by the equity method- (1,687) 8,243 2,549 422 6,959 Thousands of Euros The variations in the “Investments in Companies Accounted for by the Equity Method” caption were as follows: Balance at December 31, 2001 Income of companies accounted for by the equity method Changes in the scope of consolidation Translation differences arising in the year Balance at December 31, 2002 Ecología Canaria, S.A. was included for the first time in 2002 in the scope of consolidation of the Befesa Group (see Note 2-c). Of the total amount of “Investments in Companies Accounted for by the Equity Method” as of December 31, 2002, €4,178 thousand relate to Intersplav, €3,153 thousand to Deydesa 2000, S.L., €462 thousand to Ecolube, S.A. and €450 thousand to Ecología Canaria, S.A. Following is certain information on the investments in Group and associated companies which were not accounted for by the equity method or fully consolidated because they are in the process of being liquidated, have not commenced operations, do not constitute a decision-making unit or are scantly material (see Notes 1 and 3-g): 3 3 3 150 28 37 (715) - (3) (3) (3) - 60 188 257 60 3 6 727 3 5 62 3 3 3 150 30 61 Capital Stock (2) 125 1 122 (60) 36 (3) 9 61 - Reserves (1) (20) (135) (18) 140 47 60 1 - (102) (3) (136) 1 13 - Income (Loss) Thousands of Euros 99.8% 99.8% 99.9% 100% 94% 60% 726 89 715 25 (724) 4 (1,837) 20 Allowance 99.8% 47.5% 100% 100% 60 37 134 291 519 572 3,392 (303) (2) 337 - Cost per Books Group companies: Aureca, Aceites Usados y Recuperación Energética del Principado de Asturias, S.L. Inarco, S.L. Nuema, Nuevas Energías Madrid, S.L. Ciclafarma, S.A.. B.F. Tiver, S.L. Internet Recicla, S.A. Centro de Áreas de Reciclado y tratamientos Ambientales (CARTAMB), S.L. Vicente Fresno Aceites, S.L. Tec-88, S.L. Remetal Trading and Investment, A.G. 100% 20% 50% 50% 80% 80% 1,849 1,082 2,488 325 Percentage of Direct and Indirect Ownership Complejo Medioambiental de Navarra, S.A. ABG Servicios Medioambientales, S.A. Complejo Ambiental Andino, S.A. Flores e Hijos, S.A. Tria Equip de Gestió Ambiental, S.L. Procesos y Gestión Ambiental, S.L. 51% 50% 100% 100% (126) (1,500) (721) (2,347) 131 945 541 2,488 325 1,535 5,834 Associated companies: Donsplav Energías Renovables Leonesas, S.A. Abensur Trading Company Aguas de Baena, A.I.E. Other Annual Report 2002 Group companies: Aureca, Aceites Usados y Recuperación Energética del Principado de Asturias, S.L. Inarco, S.L. Nuema, Nuevas Energías Madrid, S.L. Ciclafarma, S.A. B.F. Tiver, S.L. Internet Recicla, S.A. Centro de Áreas de Reciclado y Tratamientos Ambientales (CARTAMB), S.L. Vicente Fresno Aceites, S.L. Tec-88, S.L. Remetal Trading and Investment, A.G. Complejo Medioambienteal de Navarra, S.A. ABG Servicios Medioambientales, S.A. Complejo Ambiental Andino, S.A. Flores e Hijos, S.A. Tria Equip de Gestio Ambiental, S.L. Procesos y Gestión Ambiental, S.L. Financial Statements Associated companies: Donsplav (*) Energías Renovables Leonesas, S.A. Abensur Trading Company Aguas de Baena, A.I.E. 132 Ukraine León Uruguay Córdoba Madrid Zamudio (Vizcaya) Erandio (Vizcaya) Zürich (Switzerland) Pamplona Bilbao Lima ( Peru) Madrid San Celoni ( Barcelona) Sant Cugat del Valles ( Barcelona) Madrid Madrid Madrid Madrid Gijón Madrid Registered Office Treatment of waste Promotion of renewable energies Services Upkeep and cleaning services in the Baena municipality Environmental platform Collection and sale of used oils and waste management Instrumentality company. Inactive Trading of metals Deposit of special waste Performance of environmental studies and projects Environment Collection of used oils Waste management intermediation Waste management intermediation Inactive Inactive Inactive Recycling of pharmaceutical waste Environmental protection Inactive Line of Business Residuos Metálicos Subgroup, is 51%; however, for the purpose of receiving dividends and assets (*) The holding in the capital stock of Donsplav owned through Remetal, S.L., a company in the MRH in the event of liquidation, the Company’s percentage of ownership is set at 40%. Other associated companiesIn addition to the aforementioned holdings, Remetal, S.L. has holdings of 32% in Krasbilmet and of 26% in Obimet, with a gross cost per books of approximately €639 thousand and €156 thousand, respectively. The Parent Company does not have uniform balance sheets of these mentioned companies; the allowances recorded in prior years for these companies totaled €639 thousand and €82 thousand, respectively. These allowances were recorded mainly because of the economic and financial position of these companies and of the economic situation in Russia and the Ukraine, the countries where they are located and which are in a period of recession and are experiencing serious economic difficulties. 9. Consolidation goodwill 177 (4,318) 87,045 60,968 30,218 Thousands of Euros The variations in the year ended December 31, 2002, in this caption in the accompanying consolidated balance sheet were as follows (Notes 2-c and 3-a): Balance at December 31, 2001 Additions Changes in the scope of consolidation (Note 2-c) Amortization (Note 3-a) Balance at December 31, 2002 The detail of the ending balance of the goodwill and of the related accumulated amortization is as follows: Annual Report 2002 133 Company Financial Statements Thousands of Euros Unquinaval, S.L. Deydesa 2000, S.L. Cartera Ambiental, S.A. Compañía Industrial Asúa-Erandio, S.A. Remetal, S.L. Refinados del Aluminio, S.A. Sondika Zinc, S.A. Zindes, S.A. Borg Austral, S.A. TRESPI Suministros Petrolíferos del Mediterráneo, S.L. Dramar-Andalucía and Urbamar-Levante joint ventures Aurecan, Aceites Usados y Recuperación Energética de Andalucía, S.L. Retraoil, S.L. Ecolube, S.A. Abensur Servicios Urbanos, S.A. Aluminio en Discos, S.A. Intersplav Etrinsa, Europea de Tratamientos Industriales, S.A. Laitek Luz y Tecnología, S.A. Ecomat, S.A. Hidro Clean, S.A. Di Nunzio, S.A. Recuperación de Rodas e Madeira, S.L. Comercial Sear, S.L. Complejo Medioambiental de Andalucía, S.A. Altamira Medioambiental, S.L. 134 117 1,738 4,911 6,981 5,144 20,833 499 968 3,016 582 292 35 - - 186 455 - (52) 8 - - (234) - (1) (4,318) (10) (325) (93) (53) (23) (1) (114) (69) (109) (110) (575) (19) (78) (283) (386) (438) (1,301) (38) (57) (177) (34) (15) (9) Amortization 18,258 39 87,045 190 6,171 1,772 1,013 432 19 2,173 1,903 1,971 10,635 31 205 98 1,426 4,628 6,595 4,706 19,532 461 911 2,839 548 277 212 Net Ending Balance 12/31/02 Changes in the Scope of Consolidation (Note 2-c) 52 2,004 2,081 11,210 31 274 6,496 1,865 1,066 20 2,287 177 Additions (Note 2-c) 200 18,258 40 30,218 Net Goodwill 12/31/01 60,968 10. Inventories The breakdown of the balance of this caption in the accompanying consolidated balance sheet as of December 31, 2002, is as follows: Finished goods Merchandise Semifinished goods Work-in-process Ancillary products Consumables and replacement parts Raw materials By-products Advances to suppliers Allowances Thousands of Euros 9,554 2,940 3,089 23,504 160 2,561 8,584 1,065 2,988 (53) 54,392 In accordance with generally accepted accounting principles, the sales made without a fixed final price are valued at the year-end market price of the related metal and currency. In the year ended December 31, 2002, Recycling Logistics, S.A. recorded, with a charge to the “Net Sales” caption in the accompanying consolidated statement of income, €78 thousand relating to the difference between the provisional and final settlements of all the transactions open as of December 31, 2001. Also, as of December 31, 2002, there were €2,606 thousand of sale transactions open. At the date of preparation of these consolidated financial statements, the difference between the current valuation of the provisional settlements and the valuation as of December 31, 2002, was not significant. 11. Accounts receivable 136,082 2,871 6,752 20,707 (946) 165,466 Thousands of Euros The breakdown of the balance of this caption in the accompanying consolidated balance sheet as of December 31, 2002, is as follows: Trade receivables for sales Receivable from Group companies (Note 17) Sundry accounts receivable Receivable from public authorities (Note 18) Less- Allowance for bad debts Annual Report 2002 135 136 Financial Statements 12. Short-term investments 3,163 1,963 38 5,338 1,74 Thousands of Euros The breakdown of the balance of this caption in the accompanying consolidated balance sheet as of December 31, 2002, is as follows: Short-term loans to Group companies (Note 17) Short-term mutual funds, fixed-income securities and deposits Other short-term loans Short-term guarantees and deposits The “Short-Term Mutual Funds, Fixed-Income Securities and Deposits” caption includes basically treasury bills acquired under resale agreement by Abensur Servicios Urbanos, S.A. and Abensur Medio Ambiente, S.A. for €2,166 thousand and €783 thousand, respectively. These investments and the “Other Short-Term Loans” earn market interest rates and they all mature in 2003. 13. Shareholders’ equity The variations in equity accounts in the year ended December 31, 2002, were as follows: Thousands of Euros Balance at December 31, 2001 Distribution of 2001 income Changes in the scope of consolidation (Note 2-c) Interim dividend paid during the year Translation differences Income for the year, per accompanying statement Balance at December 31, 2002 a) Capital stock- 81,612 - Capital Stock - 664 248 Legal Reserve 11,593 - 11,593 - 7,513 - 5,280 2,233 65,252 122 - 52,781 12,349 Reserves at Consolidated Companies (8,487) (7,292) (1,195) - Translation Differences (Notes 2-b and 8) 16,249 16,249 - 14,830 (14,830) Income for the Year (9,219) (9,219) - - 137 Interim Dividend (Note 4) 912 Additional Paid-in Other Capital Reserves 81,612 As of December 31, 2002, the Parent Company’s capital stock consisted of 27,113,479 shares of €3,01 par value each. Since June 1998 the Parent Company’s shares have been listed on the Madrid and Bilbao Stock Exchanges and have been traded by the Spanish computerized trading system (Continuous Market). 6.25 % 4.88 % 3.61 % 100.00% 70.20 % 15.06 % Thousands of Euros The Parent Company’s shareholder structure as of December 31, 2002, was as follows: ASA Environment & Energy Holding, A.G.(*) Abengoa, S.A. Sociedad Inversora de Energía y Medio Ambiente, S.A. (*) Terraire, S.A. Other (*) Companies majority owned by Abengoa, S.A. Annual Report 2002 138 Financial Statements b) Legal reserveUnder the revised Corporations Law, 10% of income for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of capital stock. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased capital stock amount. Otherwise, until the legal reserve exceeds 20% of capital stock, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose. c) Additional paid-in capitalThe balance of the “Additional Paid-In Capital” caption arose as a result of the capital increase carried out in 2001 at the Parent Company. The revised Corporations Law expressly permits the use of the additional paid-in capital balance to increase capital and establishes no specific restrictions as to its use. d) Restricted reservesThe individual financial statements of the consolidated companies include reserves amounting to approximately €28,233 thousand relating to the legal reserve, revaluation reserve, reserve for retired capital and other reserves which are restricted as to their use (see Notes 1, 3-f, 5, 6 and 7). e) Reserves at consolidated companiesThe breakdown, by company, of the balance of this caption as of December 31, 2002, is as follows: Company Other reserves of the Parent Company (*) Befesa Servicios Corporativos, S.A. MRH Residuos Metálicos subgroupCompañía Industrial Asúa-Erandio, S.A. (Aser) Zindes, S.A. Remetal, S.L. Refinados del Aluminio, S.A. Aser Recuperación del Zinc, S.L. Valcritec, S.A. Recycling Logistics, S.A. Other AMA subgroupRontealde, S.A. Alfagran, S.L. Complejo Medioambiental de Andalucía, S.A. Tracemar subgroup Other subgroup companies Abensur subgroupAbensur Servicios Urbanos, S.A. Thousands of Euros (1,584) (56) 6,519 1,538 16,830 3,261 2,542 2,559 1,617 1,928 22,581 1,413 1,666 708 3,988 (258) 65,252 (*) The “Other Reserves of the Parent Company” account includes consolidation adjustments. f) Income for the yearThe breakdown, by company, of the contribution to consolidated income for the year ended December 31, 2002, is as follows: Annual Report 2002 139 140 Financial Statements Company Parent Company Consolidation adjustments (*) Befesa Servicios Corporativos, S.A. MRH Residuos Metálicos subgroupMRH Residuos Metálicos, S.L. Aser Recuperación del Zinc, S.L. Compañía Industrial Asúa-Erandio (ASER), S.A. Recycling Logistics, S.A. Zindes, S.A. Sondika Zinc, S.A. Remetal, S.L. Refinados del Aluminio, S.A. Valcritec, S.A. Deydesa 2000, S.L. Intersplav Aluminio en Discos, S.A. Remetal TRP, Ltd. Galdan, S.A. AMA subgroupAlianza Medioambiental, S.L. Rontealde, S.A. Trademed, Tratamientos del Mediterráneo, S.L. Cartera Ambiental, S.A. Etrinsa, Europea de Tratamientos Industriales, S.A. Alfagran, S.A. Complejo Medio Ambiental de Andalucía, S.A. Abensur Medio Ambiente, S.A. Laitek Luz y Tecnología, S.A. subgroup Ecomat, S.A. subgroup Tracemar subgroup Other subgroup companies (**) Abensur subgroup Abengoa Servicios Urbanos, S.A. Empresa Mixta de Servicios Municipales de El Ejido, S.A.- ELSUR. Abensurasa, A.I.E. Thousands of Euros 11,336 (12,775) (544) (4) (344) 2,475 2,181 114 57 5,219 (488) 431 782 1,734 (619) (1,968) (107) (1,635) 1,952 3,097 514 257 213 1,683 (131) 633 504 785 86 (385) 423 773 16,249 (*) These relate basically to amortization of consolidation goodwill, eliminations of dividends and variations in investment valuation allowances attributable to the Parent Company. (**) The information disclosed in the Exhibit shows the contribution to consolidated income of the other companies, taking into account the percentage of ownership and, where appropriate, consolidation adjustments. 14. Minority interests 1,224 504 13,954 3 4,518 262 317 695 5 1,347 1,159 431 429 2,154 906 Thousands of Euros 2,596 13,954 10,709 845 (196) Thousands of Euros The variations in 2002 in the balance of this caption in the accompanying consolidated balance sheet and the detail of the balance thereof as of December 31, 2002, were as follows: Balance at December 31, 2001 Income attributable to minority interests Dividends distributed to minority shareholders Changes in the scope of consolidation (Note 2.c) Balance at December 31, 2002 Company MRH subgroup: Galdan, S.A. Aluminio en Discos, S.A. Zindes, S.A. Sondika Zinc, S.A. AMA subgroup: Rontealde, S.A. Alfagran, S.A. Procesos Ecológicos, S.A. (*) Cartera Ambiental, S.A. Suministros Petrolíferos del Mediterráneo, S.L. Laitek Luz y Tecnología, S.A. Ecomat, S.A. Tracemar subgroup: Recuperación de Rodas e Madeira, S.L. Abensur subgroup: Iniciativas Hidroeléctricas, S.A. Elsur, S.A. (*) Includes the effect of direct and indirect minority interests in Procesos Ecológicos Vilches, S.A. Annual Report 2002 141 142 Financial Statements 15. Payable to credit institutions 49,238 1,106 7,490 629 58,463 Short Term 47,295 7,958 55,253 Long Term 96,533 9,064 7,490 629 113,716 Total The breakdown of the balances of the “Payable to Credit Institutions” captions as of December 31, 2002, is as follows: Thousands of Euros Loans from and credit accounts with financial institutions Lease payments payable (Note 6) Payable for discounted notes and bills Unmatured accrued interest All the loans and credit facilities bear interest at market rates, tied mainly to EURIBOR plus a spread. The short- and long-term balances of the “Payable to Credit Institutions” caption, approximately €28,085 thousand and €21,086 thousand, respectively, relate to financing without recourse, which is deemed to be the financing from certain subsidiaries (basically Empresa Mixta de Servicios Municipales de El Ejido, S.A.- ELSUR, Iniciativas Hidroeléctricas, S.A. and Complejo Medioambiental de Andalucía, S.A.) which is assigned to specific business projects securing repayment of the aforementioned financing and which is not secured by any additional guarantee from other Group or related companies. As of December 31, 2002, the total net value of the assets classified under the “Intangible Assets” caption and the “Tangible Fixed Assets” caption on the asset side of the accompanying consolidated balance sheet which are specifically assigned to these projects was approximately €31,729 thousand. The repayment schedule for the long-term loans is as follows: 2004 2005 2006 2007 Subsequent years 16. Other short-term and long-term debt Thousands of Euros 13,610 10,959 6,727 5,980 17,977 55,253 2,182 10,818 1,856 4,038 18,954 60 Short Term 4,448 15,898 20,592 246 Long Term 6,630 10,818 1,856 19,936 39,546 306 Total The detail of the “Long-Term Debt - Other Payables” and “Current Liabilities - Other Nontrade Payables” captions in the accompanying consolidated balance sheet as of December 31, 2002, is as follows: Thousands of Euros Fixed asset suppliers- Financial leases (Note 6) - Other fixed asset suppliers (Notes 2-c and 7) Payable to public authorities (Note 18) Compensation payable Other This financing includes interest, which the Group recorded under the “Deferred Charges - Deferred Interest Expenses” caption in the accompanying consolidated balance sheet as of December 31, 2002. The repayment schedule for the long-term debt is as follows: Annual Report 2002 143 144 Financial Statements 2004 2005 2006 2007 Subsequent years Thousands of Euros 13,130 1,046 948 736 4,732 20,592 17. Balances and transactions with Group and related companies The balances and transactions with Group companies as of December 31, 2002, and for the year then ended are as follows: Thousands of Euros Abencor Suministros S.A. Abener Energía S.A. Abengoa, S.A. Abengoa Brasil Ltda. Abengoa Chile S.A. Abensur Trading Company S.A. Aguas de Baena, A.I.E. Abengoa México S.A. de C.V. Befesa México S.A. de C.V. Bioetanol Galicia S.A. Complejo Ambiental Andino S.A. Ciclafarma, S.A. Deydesa 2000, S.L. Ecoagrícola, S.A. Energías Renovables Leonesas S.A. Instalaciones Inabensa, S.A. Intersplav Proyectos Técnicos Industriales S.A. Residuos Sólidos Urbanos de Ceuta, S.A. S.A. Instalaciones de Control Sainco Tráfico, S.A S.I.E.M.A, S.A. S.I.M.O., S.A. Telvent Outsourcing Telvent Interactiva S.A. Teyma Abengoa, S.A. Aguas del Tunari, S.A. Other Total 254 169 65 28 19 4 5 103 42 41 469 411 971 290 2,871 34 77 196 18 7 1 7,246 99 158 621 23 129 26 171 41 1,931 426 11,204 23,923 23,923 2 629 407 65 27 30 24 103 42 86 82 1,497 60 67 4,723 6 17,758 8 1,535 24,211 54 35 92 864 266 222 51 49,952 Short-Term Accounts Sales and Purchases Investments Receivable Accounts Long-Term Other and Other (Note 12) (Note 11) Payable Debt Revenues Expenses 174 174 In 2001 the Company entered into a current account credit agreement with its shareholder Abengoa, S.A. (see Note 13) with a maximum limit of €60 million, automatically renewable each year. The directors consider this to be long-term financing since the agreement is automatically renewed and has the support of the shareholder. This financing bears interest at market rates and the Company had drawn down €23,923 thousand as of December 31, 2002. Financial Revenues 575 6 1 6 588 Financial Expenses 145 20 20 Annual Report 2002 146 Financial Statements The balances and transactions with Group companies relate to purchase, sale and other commercial transactions, the most noteworthy being the purchase of aluminum scrap from Intersplav for the trading operations carried on by the subsidiary Remetal, S.L., and purchases of raw materials from the related company Deydesa 2000, S.L., which were basically made by the same subsidiary. Additionally, the Befesa Group paid approximately €4.7 million of corporate charges for management and administration and other services provided by Abengoa, S.A. 18. Tax matters 3.807 918 2,337 3,079 9,509 1,057 20,707 Receivable (Note 11) 1.558 2,599 1,092 835 658 3,746 330 10,818 Payable (Note 16) The detail of the balances of the short-term accounts receivable from and payable to public authorities as of December 31, 2002, is as follows: Thousands of Euros Short termVAT Prepaid/deferred income tax Tax withholdings and prepayments Subsidies receivable Tax losses available for carryforward Social security taxes Personal income tax withholdings payable Tax on income from movable capital payable Corporate income tax Other Corporate income tax is calculated on the basis of income per books determined by application of generally accepted accounting principles, which does not necessarily coincide with the taxable income. Befesa Medio Ambiente, S.A. and the subsidiaries MRH Residuos Metálicos, S.L., Remetal, S.L., Tec-88, S.L., Aser Recuperación del Zinc, S.L., Recycling Logistics, S.A., Compañía Industrial Asúa-Erandio, S.A., Aser Compañía Industrial del Zinc, S.L., Alianza Medioambiental, S.L. and Rontealde, S.A. file consolidated corporate income tax returns in accordance with Vizcaya corporate income tax legislation. On January 30, 2001, the appropriate notification of application of this tax regime for 2001-2003 was submitted to the Vizcaya tax authorities, and the Group was assigned number 4/01/B in this connection. Alianza Medioambiental, S.L. and Rontealde, S.A. were included in the Tax Group in 2002. The final composition of the Group in 2002 was notified to the Vizcaya tax authorities on December 27, 2002. The other Befesa Group companies file individual corporate income tax returns in accordance with the applicable tax legislation. (4,268) 13,881 (3,260) 10,621 4,270 (195) 13,852 222 Thousands of Euros The reconciliation of the income per books to the taxable income for corporate income tax purposes for 2002 is as follows: Income for the year before taxes Permanent differences, net Permanent differences due to consolidation adjustments Timing differences, net Timing differences due to consolidation adjustments Gross taxable income Tax loss carryforward Taxable income The permanent differences arising from consolidation adjustments relate basically to the write-off of goodwill and the collection of dividends from subsidiaries. The consolidated corporate income tax charge amounts to €6,885 thousand and results from applying to the taxable income the applicable tax rates (32.5% or 35%, as appropriate), and eliminating from the taxable income the tax losses of the subsidiaries which are not part of the consolidated Tax Group for which no tax asset was recorded based on the policy of prudence. Additionally, tax credits for investments, research and development, environmental and export activities and job creation, totaling approximately €663 thousand, and double taxation tax credits, amounting to approximately €2,552 thousand, were taken in 2002. Annual Report 2002 147 148 Financial Statements (6,912) (3,242) 3,670 Thousands of Euros The detail of the “Corporate Income Tax” caption in the accompanying 2002 consolidated statement of income is as follows: Provision for 2002 corporate income tax expense Revenue arising from recording of tax assets for tax credits and tax relief and tax losses available for carryforward In accordance with an ICAC Resolution dated March 15, 2002, certain Group companies recorded in 2002 double taxation and other tax credits which arose in the current year and in prior years. Certain Group companies recognized tax assets relating to double taxation and other tax credits in accordance with this rule and also recorded tax assets relating to tax losses available for carryforward which arose in prior years and in 2002 for approximately €6,164 thousand and €748 thousand, respectively. The tax assets available amounted to €9,509 thousand as of December 31, 2002, including those recorded in prior years, as a result of prior years’ tax losses. The directors of the various Group companies and of the Parent Company consider that these tax assets will be offset in the corporate income tax returns of the various Group companies taken individually or of the companies composing the consolidated Tax Group, as appropriate, within the next ten years, considering the respective applicable deadlines and limits. The aforementioned tax assets were recorded in 2002 with a credit of approximately €6,912 thousand to the “Corporate Income Tax” caption in the accompanying consolidated statement of income. The Group companies are entitled to use in future years tax assets not recorded as of December 31, 2002, since their offset in future years is not sufficiently certain. These tax assets, totaling approximately €655 thousand, relate to tax credits for investments, environmental and export activities, job creation and training, and can be deducted from the corporate income tax charge of the immediately following years, provided that the applicable deadlines and limits are not exceeded. The tax losses available for carryforward not recorded as of December 31, 2002, because their offset by the Group company which incurred them is not sufficiently certain, amount to €6,128 thousand. In accordance with the legislation in force since January 1, 2002, after the amendment introduced by Law 24/2001 (December, 27), tax losses can be offset against the taxable income of the tax periods ended in the following 15 years. The main Group companies generally have the last three years open for review by the tax inspection authorities for the main taxes applicable to them. The other companies subject to Spanish regulations have the last four years open for review. Various investees are taxed for corporate income tax purposes under the Vizcaya Corporate Income Tax Regulations. Certain provisions of the aforementioned Regulations have been challenged at various court instances. However, the Parent Company’s directors consider that the possibility of material liabilities arising in the future in this connection is not probable. 19. Provisions for contingencies and expenses - 2,525 2,785 116 144 149 12/31/02 - 597 597 Changes in the Scope of Consolidation (Note 2-c) (219) - (394) (394) Amounts Used 335 144 1.193 974 Provisions / (Excesses) 394 735 1,608 12/31/01 The variations in the year ended December 31, 2002, in the “Provisions for Contingencies and Expenses” caption in the accompanying consolidated balance sheet as of that date are as follows: Thousands of Euros Provision for warranties Provision for indemnity payments Provision for other commitments to employees (Note 3-m) Other provisions The “Provision for Warranties” account relates to the contracts under warranty of the subsidiary Felguera Fluídos, S.A. as of December 31, 2002. The “Provision for Other Commitments to Employees” account relates to the Annual Report 2002 Thousands of Euros Financial Statements Capital subsidies Subsidized interest on loans received Other 150 commitments acquired by the subsidiary REFINALSA, which as discussed in Note 3-m were externalized in 2002. The “Other Provisions” account relates basically to the provisions of the Group companies Trademed, Tratamientos del Mediterráneo, S.L. and Complejo Medioambiental de Andalucía, S.A. for the expenses incurred in the sealing and closure of waste safe storage facilities. 20. Deferred revenues This caption in the accompanying consolidated balance sheet relates to the subsidies received as of December 31, 2002, net of the amounts allocated to income. Balance at 12/31/01 1,114 1,114 Changes in the Scope of Consolidation (Note 2-c) 12 1,795 1,807 Additions (4,090) (4,090) Transfers to Long-Term Debt (1,118) (62) (9) (1,189) Amounts Used 8,080 527 3,068 11,675 Balance at 12/31/02 The variations in this caption in the year ended December 31, 2002, were as follows: 12,162 589 1,282 14,033 1. €3,005 thousand relating to a subsidy granted on November 28, 1984, by the Ministry of Industry (Directorate-General of Mines) under the Mining Development Law for the processing of pyrites by Rontealde, S.A. and for metal income support. The main amounts received under capital subsidies through December 31, 2002, which at that date had not been fully credited to income are as follows: 2. €727 thousand relating to a subsidy granted on November 20, 1986, to Rontealde, S.A. by the Basque Government’s Vice-Council for the Environment to finance the investment required to implement environmental protection measures. 8. 7. 6. 5. 4. 3. €810 thousand relating to a subsidy granted by the Department of Employment and Industry of the Autonomous Community of Andalusia to Etrinsa, Europea de Tratamientos Industriales, S.A. in 2001 to finance its investments. Approximately €805 thousand granted to Etrinsa, Europea de Tratamientos Industriales, S.A. by Instituto de Fomento de Murcia to finance investments relating to its corporate purpose. Approximately €1,989 thousand and €2,164 thousand relating to subsidies granted in prior years by the Environmental Agency and the Ministry of Economy and Finance (Directorate-General of Budget Analysis and Planning), respectively, to Complejo Medioambiental de Andalucía, S.A. for investments made by the aforementioned company for waste treatment activities. Approximately €2,903 thousand relating to a subsidy granted by Instituto de Fomento de Murcia under the Regional Incentives program to Trademed, Tratamientos del Mediterráneo, S.L. Approximately €956 thousand relating to a subsidy from the European Investment Bank (EIB), through ICO, of 2% of the interest payable by the subsidiaries Trademed, Tratamientos del Mediterráneo, S.L. and Aureval, S.L. on the loan to these companies from the EIB. €2,094 thousand relating to a subsidy from the Ministry of Economy and Finance under the Regional Incentives program to Valcritec, S.A. and to Alfagran, S.L. The transfer recorded in 2002 relates to the transfer of the amount collected in prior years by one of the joint ventures in which Abensur Servicios Urbanos, S.A. participates, which is finally deemed to be a refundable advance. The Group had not transferred any amount to income in this connection. Annual Report 2002 151 152 Financial Statements 21. Revenues and expenses Net sales- 288,821 114,240 403,061 Thousands of Euros The breakdown of the Company’s net ordinary sales in the year ended December 31, 2002, is as follows: Spain Abroad Personnel expenses- 39,427 9,615 974 50,016 Thousands of Euros The detail of the “Personnel Expenses” caption in the consolidated statement of income for the year ended December 31, 2002, is as follows: Wages and salaries Employer social security costs Other employee welfare expenses 57 317 234 770 1,378 Average Number of Employees The average number of employees during the year ended December 31, 2002, was as follows: Managers Graduates and other line personnel Clerical staff Operatives and professionals, first class 22. Guarantee commitments to third parties As of December 31, 2002, several Group companies had received guarantees totaling approximately €9.7 million, of which approximately €513 thousand had been required upon the award of construction contracts, as is standard practice in the industry in which the subsidiary Felguera Fluidos, S.A. operates, and approximately €9.2 million relate to guarantees provided by Cartera Ambiental, S.A., Abensur Medio Ambiente, S.A., Remetal, S.L., and Refinados del Aluminio, S.A. to customers and government agencies. Also, in December 31, 2002, several Abensur and Berako subgroup companies had received guarantees for approximately €38.3 and €2.8 million, respectively, to secure their transactions. Also, as of December 31, 2002, Tratamientos del Mediterráneo, S.L. had provided guarantees totaling approximately €12 million for its investees Aurecan, Aceites Usados y Recuperación Energética de Andalucía, S.L., Aureca, Aceites Usados y Recuperación Energética de Madrid, S.L. and Borg Austral, S.A. to secure the transactions carried out by these companies, which as of the date of preparation of these financial statements were operational and did not have any financial problems. As of December 31, 2002, the Parent Company provided a guarantee for the subsidiary Abensur Servicios Urbanos, S.A. for an amount of approximately €1,745 thousand to secure a supply contract entered into by the aforementioned subsidiary. On May 28, 2002, the Parent Company and several subsidiaries (Remetal, S.L., Rontealde, S.A., Compañía Industrial Asua-Erandio, S.A., Recycling Logystics, S.A., Refinados del Aluminio, S.A., Valcritec, S.A., Trademed, Tratamientos del Mediterráneo, S.L. and Abensur Servicios Urbanos, S.A.) signed as guarantors of Abengoa, S.A. (see Note 13) a long-term credit agreement (syndicated loan) for €500 million granted to Abengoa, S.A. The guarantee given by Befesa Medio Ambiente, S.A. and the aforementioned subsidiaries is limited to a maximum amount of €220 million. The loan is for an estimated term of six years, and repayments begin in 2006. It is intended to finance investments in projects and companies enabling Abengoa as a Group to expand its operations and lines of business. Annual Report 2002 153 154 Financial Statements 23. Directors’ compensation and other benefits During the year ended December 31, 2002, the directors of the Parent Company earned € 708 thousand of salaries and attendance fees for discharging their duties at the various Group companies. Also, as of the date of preparation of these consolidated financial statements, the Parent Company had not granted any loans, advances or other benefits to its former or current directors. 24. Incentives to managers On June 21, 2001, the Shareholders’ Meeting authorized the implementation of an incentives program for Befesa Group executives and employees, as notified to the Spanish National Securities Market Commission. Accordingly, on that same date a related company (see Note 13) sold to nine executives of the Befesa Group 401,946 shares of the Parent Company. Befesa Medio Ambiente, S.A. approved the transaction conditions, which established, inter alia, that the maintenance of ownership of these shares by the beneficiaries is conditional on the fulfillment of a five-year program of management targets. 25. Fess for audit and other services The fees for financial audit services provided to the various companies composing the Befesa Group and subsidiaries by the principal auditor during 2002 amounted to approximately €228 thousand. The audit fees charged by other auditors participating in the audit of the various Group companies totaled approximately €38 thousand. Additionally, the fees for other professional services provided to the various Group companies by the principal auditor during 2002 amounted to approximately €29 thousand. 2002 2001 Thousands of Euros Source of Funds 26. Consolidated statements of changes in financial position for 2002 and 2001 2001 28,887 2002 Thousands of Euros 38,461 23,881 Application of Funds Funds obtained from operations - Increase in minority interests (Note 14) Total Funds Obtained Funds Applied in Excess of Funds Obtained (Decrease in Working Capital) Transfer of tangible fixed assets to inventories (Note 7) Transfer to short term of long-term debt (Note 8) Capital increase 2,904 21,814 3,567 2,436 625 804 16,111 8,662 7,519 Capital subsidies (Note 20) 2,596 Fixed asset additionsStart-up expenses (Note 5) Tangible fixed assets (Note 7) Intangible assets (Note 6) Long-term investments (Note 8) 21,686 5,361 30,218 Other deferred revenues (Note 20) 12 Additions to goodwill (Notes 2-c and 9) 986 583 482 Long-term debtLoans and other credits 1,795 Deferred charges 275 8,871 196 46,506 Dividend paid to minority interests (Note 14) 803 - - 394 19,345 Effect of translation differences Use of provisions for contingencies and expenses (Note 19) 29,730 Repayment or transfer to short term of long-term debt 171 602 2,055 7,817 11 1,625 1,648 7,645 Fixed asset disposalsIntangible assets (Note 6) Tangible fixed assets (Note 7) Long-term investments (Note 8) Changes in the scope of consolidation (Note 2-c) - - 9,219 339 Interim dividend paid during the year (Note 13) - 4,782 1,472 71,839 Effect of translation differences 97,775 80,830 8,991 112,452 14,677 80,830 Total 155 112,452 80,830 112,452 Total Funds Applied Funds Obtained in Excess of Funds Applied (Increase in Working Capital) Total Annual Report 2002 Increase 81,208 14,277 - Decrease Decrease 10,194 68,544 7,122 634 95,485 2001 28,378 297 86,494 2002 11,069 555 2,020 354 28,675 8,991 Increase Inventories Accounts receivable Accounts payable Short-term investments Cash Asset accrual accounts 13,998 - Thousands of Euros Total 14,677 Income per books Income for the year attributed to minority interests (Note 14) Depreciation and amortization expense (Notes 5, 6 and 7) Variation in investment valuation allowances and allowances for long-term loans (Note 8) Losses on fixed assets Deferred charges taken to income Goodwill amortization expense (Note 9) Period provision for contingencies and expenses (Note 19) Allocation to extraordinary income (Note 5) Income of companies accounted for by the equity method (Note 8) Gains on fixed assets (Notes 7) Amortization of negative difference in consolidation Deferred revenues taken to income (Note 20) Thousands of Euros - (2,549) (81) 27 974 1,742 176 790 4,318 17,159 845 16,249 (1,400) 28,887 (239) (1,851) (433) - 450 110 7 855 3,324 12,730 504 14,830 2001 (1,189) 38,461 2002 The reconciliation of the income per books for the years ended December 31, 2002 and 2001, to the funds obtained from operations is as follows: - Financial Statements Variation in Working Capital 156 27. Explanation added for translation to English These consolidated financial statements are presented on the basis of accounting principles generally accepted in Spain. Certain accounting practices applied by the Group that conform with generally accepted accounting principles in Spain may not conform with generally accepted accounting principles in other countries. Annual Report 2002 157 Company Baracaldo (Vizcaya) Nerva (Huelva) Espinardo (Murcia) Seville Seville Valencia Seville Ajalvir (Madrid) Cádiz Location Line of Business Group and Associated Companies AMA subgroupAlianza Medioambiental, S.L. Complejo Medioambiental de Andalucía, S.A. Etrinsa, Europea de Tratamientos Industriales, S.A. Procesos Ecológicos, S.A. Procesos Ecológicos Vilches, S.A. Suministros Petrolíferos del Mediterráneo, S.L. Abensur Medio Ambiente, S.A. Cartera Ambiental, S.A. Unión Química Naval e Industrial, S.L. Valencia Gijón (Asturias) Baracaldo (Vizcaya) Murcia Madrid TRESPI, S.L. Felguera Fluidos, S.A. Rontealde, S.A. Alfagran, S.L. Trademed, Tratamientos del Mediterráneo, S.L. Buenos Aires (Argentina) Madrid Las Palmas (Canary Is.) Palos de La Frontera (Huelva) Zaragoza Borg Austral, S.A. Befesa Gestión Residuos Industriales, S.A. Ecología Canaria, S.A. (1) Alianza Befesa Egmasa, S.L. (3) Comercial Sear, S.L. Trápaga (Vizcaya) Trápaga (Vizcaya) Trápaga (Vizcaya) Zaratamo (Vizcaya) Holding company Treatment of oils and electricity cogeneration Technical environmental counseling Industrial cleaning Sewer services and effluxation Manufacture of machinery for the recovery and handling of fluids Industrial cleaning Industrial chemical cleaning Holding company Special waste storage Decontamination of transformers Holding company for liquid manure companies Liquid manure, cogeneration Classification of waste and transfer center Environmental engineering Waste transfer center Physicochemical treatment of biological and oily sludge Sorting of waste and transfer center Water and environmental treatment Manufacture of sulfuric acid from waste sulfur Recycling of plastics and electricity Cogeneration Treatment of oils, physicochemical, safe storage Incineration, inertization and safe storage Industrial waste management Collection, transportation, storage, treatment and elimination of industrial waste Hazardous waste management Waste transfer center Berako subgroupLaitek Luz y Tecnología, S.A. Berako, S.A. Berako Equipos Especiales, S.A. Ecomat, S.A. Zaratamo (Vizcaya) Zaratamo (Vizcaya) Madrid Huelva Hidro-Limp, S.A. Hidro Clean, S.A. Financial Statements Tratamiento de Aceites y Marpoles, S.L. subgroup- (3) Tratamiento de Aceites y Marpoles, S.L. Aurecan, Aceites Usados y Recuperación Energética de Andalucía, S.L. 158 100% 100% 100% 90% 93.07% (2) Deloitte & Touche Ernst & Young (2) (2) Deloitte & Touche (2) Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche (2) Auditoría y Consulta Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Audited by L.R. F.A. L.R. L.R. L.R. L.R. - F.A. F.A. F.A. F.A. F.A. F.A. F.A. L.R. F.A. F.A. F.A. Type of Engagement (*) 60 124 3 326 150 3 1,958 60 150 9,962 15 902 23,543 1,797 55,109 2,615 1,211 481 1,232 638 3,294 355 6 Capital 861 694 1,788 1,586 171 2,058 243 (360) 668 482 90 1,178 20,056 1,759 438 3,012 139 (6) (5) (34) 134 2,479 1,041 Reserves (**) 1,307 39 540 417 157 674 (70) 210 52 191 (283) (196) 184 4,482 263 2,102 229 5,926 3,543 257 47 (27) (131) 642 163 Income (loss) (**) - (9) (177) (120) - - - - (5,330) (3,400) (100) - Interim Dividend Thousands of Euros (12/31/02) 98% 100% 45% Touche Touche Touche Touche 240 962 6,682 1,104 Percentage of Ownership 50% 100% Deloitte Deloitte Deloitte Deloitte L.R. L.R. 15,028 2,344 100% 100% 100% 50% 60% 99.91% 100% 80% (***) 100% 70% 70% 70% 70% Deloitte & Touche Deloitte & Touche L.R. L.R. & & & & 70% 70% Deloitte & Touche Deloitte & Touche 159 50% 50% Annual Report 2002 Valencia Treatment of oils and electricity cogeneration Treatment of oils and electricity cogeneration Line of Business Madrid Treatment of oils and electricity cogeneration Location Cartagena Company Alfaro (La Rioja) Madrid Elche (Alicante) Uruguay Vigo (Pontevedra) Aureval, S.L. Aureca, Aceites Usados y Recuperación Energética de Madrid, S.L. Aceites Usados y Recuperación Energética de Murcia, S.L. Retraoil, S.L. Ecolube, S.A. (1) Altamira Medioambiental, S.L. Adenur. S.A. Recuperación de Rodas e Madeira, S.L. Treatment of oils Recovery of oils Recovery of products Holding company Recovery of wheels, wood and products of any other type Sorting of waste and transfer center Reprocessing of oils Integral corporate management services Seville Palma de Mallorca Madrid Madrid Abensur Servicios Urbanos, S.A. subgroupAbensur Servicios Urbanos, S.A. Seville Seville Di Nuncio, S.A. Urbaoil, S.A. Befesa Servicios Corporativos, S.A. Iniciativas Hidroelécticas, S.A. Abensurasa, A.I.E. Holding company Development of hydraulic infrastructures, treatment of water and integral management of water cycle Water usage concession in Cerrato (Palencia) Concession-holder company which obtains the financing for ELSUR Management of municipal services of El Ejido Erandio (Vizcaya) El Ejido MRH Residuos Metálicos subgroupMRH, Residuos Metálicos, S.L. Erandio (Vizcaya) Erandio (Vizcaya) Empresa Mixta de Servicios Municipales de El Ejido, S.A.- ELSUR Aser Recuperación del Zinc, S.L. subgroupAser Recuperación del Zinc, S.L. Compañía Industrial Asúa-Erandio (ASER), S.A. Erandio (Vizcaya) Sondika (Vizcaya) Amorebieta (Vizcaya) Vizcaya Holding company Recovery of metal- and mineralcontaining waste Distribution Recovery of metals Recovery of metals Recovery of metal- and mineralcontaining waste Financial Statements Recycling Logistics, S.A. Sondika Zinc, S.A. Zindes, S.A. Aser, Compañía Industrial del Zinc, S.L. 160 70% 50% 100% 100% 50% 50% 100% 50% 15% 50% 100% 45.01% 50% 50% 50% Percentage of Ownership Deloitte & Touche Auditoría y Consulta Auditoría y Consulta Auditoría y Consulta Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche EPG Auditores (2) (2) (2) Deloitte & Touche Deloitte & Touche Deloitte & Touche Audited by L.R. F.A. L.R. F.A. F.A. F.A. L.R. L.R. L.R. F.A. F.A. - L.R. L.R. L.R. Type of Engagement (*) 60 1,102 180 605 6,010 4,260 42,747 60 2,455 2,945 10,289 19 60 991 3 4,306 3 8 141 2,403 2,819 1,923 Capital 234 637 3,992 - 9,966 7,701 26,845 1,015 (6) - 1,951 (15) (56) 2,866 (1,222) (43) 1,767 1,782 107 Reserves (**) 2,181 112 223 - 2,132 2,809 4,471 604 - 811 18 (544) 24 1 (151) (52) 592 (96) 310 (750) - (1,800) (750) (4,025) - - - - - - - - Thousands of Euros (12/31/02) 100% Deloitte & Touche Deloitte & Touche F.A. F.A. F.A. L.R. 161 Interim Dividend 100% 100% Deloitte & Touche Deloitte & Touche Deloitte & Touche (2) Income (loss) (**) 100% 51% 51% 100% Annual Report 2002 Company Remetal, S.L. and subsidiaries (Remetal subgroup)Remetal, S.L. Refinados del Aluminio, S.A. (REFINALSA) Valcritec, S.A. Galdan, S.A. Aluminio en Discos, S.A. Remetal T.R.P., Ltd. Deydesa 2000, S.L. (1) Financial Statements Intersplav (1) 162 Location Erandio (Vizcaya) Valladolid Valladolid Alsasua (Navarra) Sabiñánigo (Huesca) United Kingdom. Legutiano (Alava) Ukraine Line of Business Recovery of metals Production and recycling of aluminum Treatment of aluminum waste Production of liquid aluminum Manufacture of aluminum Recovery of metals Recovery and production of metals and plastics Treatment of waste Audited by F.A. F.A. F.A. F.A. F.A. F.A. L.R. Type of Engagement (*) 273 36,804 5,866 5,523 1,394 3,000 14,423 1,495 Capital 5,837 14,860 3,049 3,315 (319) (784) (1,044) 4,432 Reserves (**) 4,334 1,397 (488) 360 (213) (928) (1,682) 1,954 Income (loss) (**) - - Thousands of Euros (12/31/02) Percentage of Ownership Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Deloitte & Touche Blueprint Audit Ltd. Charman Auditores F.A. Companies not required to have their financial statements audited. 163 Interim Dividend 100% 100% 100% 50% 66.67% 100% 40% PriceWaterHouseCoopers Includes adjustments for the purposes of uniformity. statements – L.R. Limited review with scope for the Group’s consolidated financial Type of engagement: Full audit – F.A. 50.84% (*) (**) (***) On January 15, 2003, the remaining 20% of the shares of Cartera Ambiental, S.A. were Consolidated by the proportional integration method. Carried by the equity method (Notes 2-b and 8). acquired, through the AMA subgroup, for approximately €3,713 thousand. (2) (1 (3) The data shown in the foregoing tables were provided by the Abensur, AMA and MRH Subgroup companies. Annual Report 2002 Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails. Management Report Management Report in 2002: expansion policy and as a result the following noteworthy transactions were carried out In the year ended December 31, 2002, the Group continued to implement its established Portugal, and it is also expanding in Latin America (Peru and Mexico). autonomous communities as well as in the Ukraine, Russia, Argentina, the U.K. and The Befesa Group currently carries on its business activities in practically all the Spanish ownership are shown in the tables and in the Exhibit in the financial statements. and Abensur Servicios Urbanos, S.A. The companies and the related percentages of three subgroups headed by MRH Residuos Metálicos, S.L., Alianza Medioambiental, S.L. The more than 50 companies currently composing the Befesa Group are divided into business group. Since 2000 Befesa has belonged to Abengoa, making up the environmental services • Environmental engineering • Industrial and oil and gas cleaning • Industrial waste management • Recycling of zinc and desulfurization waste • Recycling of saline slag • Recycling of aluminum waste subsidiaries divided into the following business areas: company in this industry listed on the Spanish stock market. It operates through is the leader in Spain in integral industrial waste management services and the only Since it was incorporated, Befesa has rapidly developed a major industrial Group which protection and recovery through profitable, state-of-the-art operations. on, directly or through its investees, industrial activities aimed at environmental Befesa Medio Ambiente, S.A. (“Befesa”) was incorporated in September 1993 to carry 1. Introduction Consolidated Group. is the head of a corporate group, the report refers to the business activities of the Readers of this management report should note that, since Befesa Medio Ambiente, S.A. for the Year Ended December 31, 2002 164 Trademed, Tratamientos del Mediterráneo, S.L. in an upstream merger by absorption • In 2002 Prisma Promoción de Industrias y Servicios Medioambientales, S.L. absorbed effective for accounting purposes January 1, 2002, the post-merger company adopting the name of the latter. • In April Berako, S.A., Berako Equipos Especiales, S.L., Hidro Clean, S.A. and HydroLimp, S.A. joined the group through the acquisition of 70% of their holding companies by Laitek Luz y Teconología, S.A. and Ecomat, S.A., which engage in industrial cleaning. Residuos, S.L. were also included in the Group in 2002 through the acquisition of all • The waste transfer center companies Comercial Sear, S.L. and Logística y Control de their shares. public-sector company Empresa de Gestión Medioambiental, S.A. (Egmasa), which is • Alianza Befesa Egmasa, S.L. was incorporated on an equal-footing basis with the responsible for managing various recycling and waste elimination processes. • The Group subscribed to a capital increase at Complejo Ambiental Andino, S.A. (Peru), which engages in the deposit of industrial waste, and a 50% holding in its capital stock was acquired. • The percentage of ownership of Suministros Petrolíferos del Mediterráneo, S.L. was increased to 99.91%. Medioambiental de Andalucía, S.A. was acquired, thereby making it a wholly-owned • In December 2002 52.5% of the capital stock of the subsidiary Complejo investee. 2. Business performance The Group’s main data for the year ended December 31, 2002, and the variations with respect to the year ended December 31, 2001 are as follows: 2002 Annual Report 165 166 Management Report Balance sheet (Thousands of Euros) Total assets Shareholders’ equity Net financial debt (1) Income statement (Thousands of Euros) Net sales Operating income before interest, tax, depreciation and amortization (EBITDA) Attributable net income Cash flow (2) Ratios Self financing (%) Financial leverage (3) (%) equivalents. 30.2 36.7 40,888 16,249 38,461 403,061 547,312 165,425 95,837 2002 33.7 34.9 40,559 14,830 28,887 365,119 491,288 165,565 88,776 2001 0.8% 9.5% 13.9% 10.4% 11.4% 0% 7.9% % Variation (1) Bank debt and other financial debt – Short-term financial investments – Cash and cash + amortization/reversal of goodwill or negative consolidation difference – deferred revenues (2) Attributable net income + minority interests + depreciation and amortization ± period provisions taken to income. (3) Net financial debt / Shareholders' equity + Net financial debt. 288,821 114,240 2002 253,976 111,143 2001 13.7% 2.8% % Variation The detail of net sales, distinguishing between those to the Spanish market and exports, is as follows: Net sales (Thousands of Euros) Spain Exports 164,974 19,158 43,808 27,864 38,226 109,031 403,061 2002 193,673 19,152 42,820 21,570 20,455 67,449 365,119 2001 -14.8% 0% 2.3% 29.2% 86.9% 61.6% 10.4% % Variation The detail of sales by line of business and of the variations therein in 2002 is as follows: Sales figures (Thousands of Euros) Recycling of aluminum waste Recycling of saline slag Recycling of zinc waste (**) Management of industrial waste Industrial and oil and gas cleaning Environmental engineering and other (**) Including Rontealde’s desulfurization line of business. In 2002 the Befesa Group, in addition to the equity investments described above, invested €16.1 million in organic growth, including most notably the investments in Compañía Industrial Asua-Erandio, S.A. and Remetal Total Reclamation Plant Ltd., as well as various investments in the Remetal and Alianza Medioambiental subgroups. The average headcount in 2002 was 1,378 employees, up significantly on previous years. 3. Outlook The deterioration of the economic situation in 2002 has affected the environmental industry, especially the aluminum business. Nonetheless, Befesa managed to increase its net sales and EBITDA, thereby maintaining a pattern of growth. Accordingly, given the Group’s solid financial structure and good earnings figures despite the current economic climate, the outlook for the future is favorable. The above, coupled with the growth vocation of our main shareholder, with a strong presence in countries where Befesa does not yet operate, the strategy of alliances with other groups and the growing body of environmental legislation in Spain and the European Union will doubtlessly permit the future growth of the Group. 2002 Annual Report 167 168 Management Report 4. Acquisition of shares of Befesa Medio Ambiente, S.A. In 2002 the Company did not own, either directly or through its subsidiaries, any shares of treasury stock, and this was also the case at year-end. Similarly, no shares of Befesa Medio Ambiente, S.A. were owned by third parties which could be acting in their own name but on behalf of the Group companies. On June 18, 2002, the Shareholders' Meeting of Befesa authorized the Board of Directors to acquire treasury stock representing up to 5% of capital stock for a period of 18 months. 5. Capital stock and shareholder structure of Befesa Medio Ambiente, S.A. As of December 31, 2002, the Company's capital stock consisted of 27,113,479 fully 70.20% 15.06% 6.25% 4.88% 3.61% 100.00% % of Ownership paid shares of €3.01 par value each, fully paid in and owned as follows. ASA Environment & Energy Holding A.G. (*) Abengoa, S.A. Sociedad Inversora de Energía y Medio Ambiente, S.A. (*) Terraire, S.A. Other shareholders (*) Companies wholly owned by Abengoa, S.A. 6. Governing bodies of the Company As of the date of preparation of these consolidated financial statements the composition Chairman: ASA Environment & Energy Holding AG, Manuel Barrenechea Guimón Javier Molina Montes of the Company’s Board of Directors was as follows: Deputy chairman: Alfonso Castresana Alonso de Prado Jesús Pérez Rodríguez Salvador Martos Hinojosa Ignacio de las Cuevas Miaja Álvaro Castro Cabeza de Vaca Manuel Blanco Losada represented by Raoul Bussmann Directors: Nondirector secretary: 2002 Annual Report 169 Board of Directors Board of Directors Chairman Manuel Barrenechea Guimón Javier Molina Montes Directors Nondirector secretary Alfonso Castresana Alonso de Prado Jesús Pérez Rodríguez Salvador Martos Hinojosa Ignacio de las Cuevas Miaja Álvaro Castro Cabeza de Vaca represented by Raoul Bussmann ASA Environment & Energy Holding AG, Manuel Blanco Losada Deputy Chairman Board of Directors 172 Corporate Governance Corporate Governance • Articles of Association • Internal Regulations on Conduct in matters related with the Stock Market • Board of Directors’ Regulations - Yes Mercantile Register Yes Yes Yes Cnmv (*) those in progress related to the incorporation of said recommendations. site. In point 4 here-below, a detailed explanation is given on the actions taken and shall be recorded in the Mercantile Register. It shall also be incorporated in Befesa’s web Shareholders’ Meeting and which, once approved, shall be forwarded to the Cnmv and Operating Regulations for General Shareholders’ Meetings, to be approved at the next accordance with these recommendations and has prepared, among others, the Recommendations” the company has updated the aforementioned regulations in 1.5 Additionally, and as explained in point 4 hereafter “Incorporation of the Aldama Report (*) at the Cnmv (Spanish Securities and Exchange Commission) website (http:/www.cnmv.es) Yes nature, while others are available to the general public from the specified registers. and regulations contained in the documents listed below. Some are of an internal 1.4 Therefore, Befesa Medio Ambiente’s governing bodies operate according to the rules the instructions in the Code of Conduct. rights and obligations and include the rules that must govern his actions, in line with contain the legal status of a Director of Befesa Medio Ambiente, and which limit his 1.3 On 13th December 2001, the Board of Directors approved these Regulations which internal Regulations regarding Conduct in Matters Related with the Stock Market. Befesa Madio Ambiente approved, at the meeting held on 12th December 2000, the in the professional actions of the Directors and managers, the Board of Directors of 1.2 With a view to establishing a set of rules and regulations to protect ethical behaviour the Bye-laws. administering and representing the company with the faculties attributed it by Law and deliberating body, and the Board of Directors as the body responsible for managing, Association which contemplate the General Shareholders’ Meeting as the supreme 1.1 Befesa’s current governing structure is established under article 9 of the Articles of 1. Rules of Governance applied for the Company Corporate Governance 174 2. Summary of the rules and regulations applicable to the governing bodies 2.1 Articles of Association The Board of Directors is regulated under articles 17 to 21, both inclusive, of the Articles of Association. • Number of Directors: The Board is made up by 8 Directors, a number included within the statutory provisions, which establish that the Board shall be formed by a number of Directors that cannot be less than three (3), nor more than twelve (12). • Requirements to be appointed Director: One does not have to be a shareholder, except in the case of temporary appointment for co-optation carried out by the Board itself, in accordance with Law. • Term of office: 4 years. • Offices: one Chairman, one Deputy Chairman and a Secretary (non-director). 2.2 Board of Directors’ Rules and Regulations These rules and regulations establish standards of ethical conduct and responsible business practice aimed at ensuring the increase in value of the company. They also establish the legal status of a director of Befesa Medio Ambiente. shareholders equally. It must also open the necessary channels to ensure regular • Relations with Shareholders (article 5): The Board of Directors must treat all exchange of information. to ensure the transparency of the Company in respect of financial markets, promote • Stock Market (article 7): The Board of Directors must take the appropriate measures the correct formation of the company’s share prices and supervise the financial information that is publicised periodically. and those laid down in the articles of association regarding appointment to office, • Appointment requirements (article 10): In addition to meeting legal requirements directors must also be acknowledgedly solvent and possess the personal status, experience, skills and expertise required to perform directorship functions. Annual Report 2002 175 176 Corporate Governance or more times, for a similar term. • Term of office and retirement (article 11): 4 years. Directors may be re-elected, one • Restriction on outgoing directors: Outgoing directors must refrain from occupying a position in a rival company for 2 years from the time when their term of office finalised. • Directors’ duties: They must monitor the performance of, and provide effective guidance and leadership for the management of the company to ensure that its value increases to the benefit of the shareholders; acting independently and solely in the interests of the company, they must observe all confidentiality requirements; they must report any shares they hold (either directly or indirectly); they may not hold any kind of position in rival companies (whether directly or through a third party) and may not act as representatives or consultants to such companies; they must not make use of company information that is not public; they must not use the company’s assets or use their position in the company to increase their personal wealth. 2.3 Internal Regulations on Conduct in Stock Market Matters This is a set of rules and regulations intended to ensure ethical conduct in the exercise of professional activities, not only by the members of the Board of Directors, but also by the company’s executive officers. These obligations also extend to the immediate family environment (spouses, offspring) and to participated companies. position they hold or the information to which they have access so requires. • Scope of application: Members of the Board of Directors and employees when the • Obligations: They must safeguard all information or data relating to the company or its shares; they must not use such information for their own benefit or for that of third parties; they must not make recommendations on the purchase or sale of company shares; they must establish a regulatory regime and a register of specific people and operations which are considered to be “Relevant Facts”, subject to revision by the internal auditors; they must report all acquisitions or transfers of Befesa Medio Ambiente shares quoted on organised stock markets made by each person on their own behalf or on behalf of others (spouses, offspring or companies). 3. Composition of governing bodies and meeting regime Deputy Chairman: Chairman: Asa Environment & Energy Holding, Manuel Barrenechea Guimón Javier Molina Montes • Board of Directors. Directors: represented by Raoul Bussman. Manuel Blanco Losada Alvaro Castro Cabeza de Vaca Ignacio de las Cuevas Miaja Salvador Martos Hinojosa Secretary (non-director): Minimum 6 for the year 2003. Alfonso Castresana Alonso de Prado Jesus Perez Rodriguez Meetings: Members: Chairman: Minimum 6 for the year 2003. Alfonso Castresana Alonso de Prado Javier Molina Montes (Executive Director) Manuel Blanco Losada (Independent Director) • Auditing Committee. Secretary: Ignacio de la Cuevas Miaja (Independent Director) Meetings: • Appointments and Payments Commission It is foreseen that the designation of an Appointments and Payments Commission, and its corresponding rules and regulations, be presented for approval at the next Meeting of the Board of Directors, to be held in April 2003. 4. Incorporation of the Recommendations of the Aldama Report As a consequence of the recommendations regarding corporate governance included in the Aldama Report, of January 2003, Befesa has considered it convenient to revise the content of its corporate governance internal rules and regulations in order to incorporate, in the same, the recommendations that are compatible with its governance structure and reunify and reorder the other provisions that were already contemplated and developed in its internal rules and regulations. Thus, the following provisions have been taken into consideration, at the time of publishing this Report, to be imminently implemented: Annual Report 2002 177 178 Corporate Governance 4.1 Functioning Regime Regulations for the General Shareholders’ Meeting The development of General Shareholders’ Meetings of the Company is governed by what is stipulated in Corporate Law and in the Articles of Association. However, the Company considers that the elaboration of Internal Rules and Regulations would be appropriate for the functioning and development of the General Shareholders’ Meetings. The same has been elaborated and will be presented for approval at the next General Shareholders’ Meeting to be held during the course of the first half of 2003. 4.2 Board of Directors’ Commissions In accordance with what is established under Law 44/2002 of 22nd November related with Financial System Reforming Measures, article 47 “Auditing Committee”, the Board of Directors of Befesa Medio Ambiente agreed at the meeting held on 18th December 2002, to establish an Auditing Committee and the same has been registered with the Cnmv. The Committee is permanently integrated by three directors. Two of the same are nonexecutive and thus maintain the majority of non-executive members established by said Law. The office of Chairman falls enforceably on one of the non-executive members and shall rotate annually among the same. The maximum term of office shall not be greater than 4 years and at least one year must go by prior to the same director being reelected chairman. Moreover, it is foreseen that the constitution of an Appointments and Payments Committee be presented for approval at the next Board of Directors’ Meeting to be held in April 2003. The Cnmv shall be opportunely notified of said approval so that it may register the same. in a sole text 4.3 Consolidation of the internal rules and regulations for Corporate Governance Befesa currently employs, apart from the Articles of Association, the Rules and Regulations for the Board of Directors and the Internal Conduct Rules and Regulations for Matters related with the Stock Market and, once the Rules and Regulations for the General Shareholders’ Meetings, the Auditing Committee and Appointments and Payments Commission Rules and Regulations have been approved, all these regulations shall be integrated in one document to be called “Internal Corporate Governance Rules and Regulations” which shall be registered with the Cnmv and incorporated at Befesa’s website. 4.4 Basic obligations in the event of a Conflict of Interests Befesa’s Internal Corporate Governance Rules and Regulations regulate the obligations and procedures to be executed in the event of its administrators or executives encountering a situation of conflict of interests . However, and upon having taken the recommendations of the Aldama Report, in this respect, into consideration, the Company has decided that it would be convenient to revise the Board of Directors’ Rules and Regulations, in order to redefine and regroup the basic obligations of the Administrators in conflict of interests situations (notification, confidentiality, etc.) that were already contemplated in said Board of Directors’ Rules and Regulations. 4.5 Company’s ethical-social framework This Company Annual Report has already reflected the activities of a social and beneficial nature carried out by the Company. Nonetheless, a specific and detailed caption has been included, and the same will be published in Befesa’s web site. 4.6 External Services Providers The Company is in agreement with the recommendations made in the Aldama Report regarding the cautiousness and reservations that must be adopted by the providers of professional external services in order to guarantee the transparency of independency of said services. As regards its relations with third parties, the company shall demand compliance with and verification of said obligations. 4.7 Other information The content of Befesa’s web site is being revised and updated in order to incorporate in the same, as veracious and complete information, to be made available to the shareholders and general public, the commercial, economic and legal information available within the Company, including, among others, that related to Corporate Governance rules and regulations, economic information that is periodically forwarded to the Cnmv and the Stock Markets, Relevant Facts, information regarding General Shareholders’ Meetings, Annual Report, etc. Annual Report 2002 179 Directory Valcritec, S.A. Salt Slag Recycling • Assistant Manager • Economic-Financial Donsplav Intersplav Deydesa, 2000, S.L. Aluminio en Discos, S.A. (Aludisc) Galdán, S.A. Refinados del Aluminio, S.A. (Refinalsa) Remetal, S.L. Aluminium Waste Recycling • Commercial • Economic-Financial • Quality • Trading • Technical Corporative Services • Legal Adviser • Consolidation and Auditing • Financial • Information and Management Systems • Human Resources Befesa Medio Ambiente, S.A. • Chairman • Deputy Chairman Adrian Platt Rubén Calderón Alonso Manuel Barrenechea Guimón Carlos Ruiz de Veye Asier Zarraonandía Ayo Alexander Shevelev Victor Ivanovich Boldenkov Ion Olaeta Bolinaga Manuel Barrenechea del Arenal Pedro Ugartemendia Merino Pablo Núñez Ortega Federico Barredo Ardanza Federico Barredo Ardanza Alvaro Aguirre Lipperheide Asier Zarraonandía Ayo Carlos Ruiz de Veye Fernando Zufía Sustacha Ignacio Alfaro Abreu Antonio Marín Hita Asier Zarraonandía Ayo Eduardo Martín Onorato Ignacio García Hernández Álvaro Polo Guerrero Javier Molina Montes Manuel Barrenechea Guimón Shropshire SY13 3PA (England) 47011 - Valladolid 48950 - Erandio (Vizcaya) 83008 Donetsk (Ukraine) 349200 Sverdlovsk (Ukraine) 01170 - Legutiano (Villarreal de Álava) 22600 - Sabiñánigo (Huesca) 31800 - Alsasua (Navarra) 47011 - Valladolid 48950 - Erandio (Vizcaya) 48950 - Erandio (Vizcaya) 48903 Luchana-Baracaldo (Vizcaya) 28010 - Madrid Location Ctra. Bilbao-Plencia, 21 Fenns Bank Whitchurch Ctra. De Cabezón, s/n Ctra. Luchana-Asúa, 13 Luganskaya Oblats Pol.Ind. Gojain - San Antolín, 6. Avda. de Huesca, 25 Pol. Ind. Ibarrea Ctra. de Cabezón, s/n Ctra. Luchana-Asúa, 13 Ctra. Luchana-Asúa, 13 Buen Pastor s/nº Fortuny, 18 Postal address 94.453.50.30 [email protected] 44.1948.78.04.41 [email protected] 983.26.40.08 [email protected] 4.453.02.00 [email protected] 380.622.53.47.69 [email protected] 380.643.47.53.55 [email protected] 945.46.54.12 [email protected] 974.48.33.61 [email protected] 948.56.36.75 [email protected] 983.25 06.00 [email protected] 94.453.02.00 [email protected] 94.453.02.00 [email protected] 94.497.05.33 [email protected] 91.308.40.44 [email protected] Phone / e-mail 44.1948.78.05.09 983.26.40.77 94.453.00.97 380.622.53.30.63 380.642.50.13.40 945.46.54.55 974.48.29.67 948.56.31.11 983.25.64.99 94.453.00.97 94.453.00.97 94.497.02.40 91.310.50.39 Fax Directory Remetal TRP Limited 48950 Asúa-Erandio (Vizcaya) 94.453.33.80 Manuel Barrenechea Guimón Ana Martínez de Urbina Iñigo Urcelay González Isabel Herrero Sangrador Javier Vallejo Ochoa de Alda Directory Zinc and Desulphurisation Waste Recycling • Commercial • Supplies and Factory Administration • Economic - Financial • Technica 182 Postal address Phone / e-mail 94.453.33.80 Fax Location 94.453.50.30 [email protected] 94.453.28.53 Ctra. Bilbao-Plencia, 21 94.673.08.00 48950 Asúa - Erandio (Vizcaya) 94.673.09.30 [email protected] 94.497.02.40 Manuel Barrenechea Guimón Barrio Euba, s/n 94.497.00.66 [email protected] 91.700.08.12 Compañía Industrial Asúa-Erandio, S.A. (Aser) 48340 - Amorebieta (Vizcaya) Buen Pastor s/n 91.700.08.09 [email protected] 91.700.08.12 Sangroniz Bidea, 24 Joseba Arróspide Ercoreca 48903 - Luchana-Barakaldo (Vizcaya) Fernando el Santo, 27 91.700.08.09 [email protected] 959.58.00.43 48150 - Sondika (Vizcaya) Zindes, S.A. Manuel Barrenechea Guimón 28010 - Madrid Fernando el Santo, 27 959.58.00.43 [email protected] Joseba Arróspide Ercoreca Rontealde, S.A. José Francisco Núñez Martín Iñigo Molina Montes Antonio Rodriguez Mendiola Leopoldo Sánchez del Río Santiago Ortiz Domínguez Apolinar Abascal Montes Jacobo del Barco Galván 28010 Madrid Ctra. Nerva - El Madroño, Km. 20 Sondika Zinc, S.A. Industrial Waste Management • Assistant to Management • Commercial • Business Development • Industrial • Levante Region • Southern Region José Francisco Núñez Martín 21670-Nerva (Huelva) 94.471.14.45 [email protected] Befesa Gestión de Residuos Industriales, S.A. (Bgri) Santiago Ortiz Dominguez 91.884.49.73 Complejo Medioambiental de Andalucía, S.A. (CMA) 91.884.46.72 [email protected] 96.132.25.61 968.16.70.22 96.134.08.80 [email protected] 91.700.08.12 968.16.70.01 [email protected] Ciudad de Barcelona, 21 91.700.08.09 [email protected] 976-10.72.17 Ctra. Nal. 343, Km.9, Valle de Escombreras 46988 - Paterna (Valencia) Fernando el Santo, 27 976.10.72.11 [email protected] 959.36.93.30 30350-Cartagena (Murcia) Apolinar Abascal Montes 28010 - Madrid Polígono Malpica-Alfindén C/Almendro - Nave 75/81 959.36.93.46 91.310.50.39 Apolinar Abascal Montes Suministros Petrolíferos del Mediterráneo, S.L. (SPM) Daniel González Martín 50171 La Puebla de Alfindén (Zaragoza) Pol. Ind. Nuevo Puerto 91.308.40.44 [email protected] 968.63.22.33 Tratamientos del Mediterráneo, S.L. (Trademed) Ciclafarma, S.A. Roberto Caudevilla Mallén 21810 Palos de la Frontera (Huelva) Fortuny, 18 968.63.22.21 [email protected] 91.535.12.84 28864 - Ajalvir (Madrid) Comercial Sear, S.L. Carmen Figal Fernández 28010 - Madrid Pol. Ind. Las Salinas C/Salinas, s/nº 91.535.91.73 Antonio Rodríguez Mendiola Alianza Befesa Egmasa, S.L. (Albega) Alfredo Velasco Erquicia 30840 - Alhama de Murcia (Murcia) Guzmán el Bueno, 133 - Pla. 6ª Cartera Ambiental, S.A. Industrial Cleaning and Hydrocarbons Jesús Bueno Abella 28003 Madrid Pol. Ind. Los Olivos Atlántico, 23 Alfagran, S.L. Jesús Fuente de Prada Eduardo Pitto Romero 183 Tratamientos de Aceites y Marpoles, S.L. (Tracemar) 2002 Annual Report Latin America Abensur Medio Ambiente Elsur, S.A. Felguera Fluidos, S.A. Abensur Servicios Urbanos • International • Economic - Financial Environmental Engineering Befesa Tratamientos Especiales, S.L. Ecomat, S.A. Hidro Clean, S.A. Berako Limpiezas Industriales, S.A. Europea de Tratamientos Industriales, S.A. (Etrinsa) José Giménez Burló Juan Abaurre Llorente Germán Ayora López Manuel Caballos Piñero Rafael González García José Marañón Martín Fernando García Hoyo Justo Bolaños Hernández José Marañón Martín Ignacio Muñoz Donat José Antonio Rivero Río José María Ortiz de Zárate Apodaca José Antonio Aguirre Allende Antonio Navarro Mompean 1063 - Buenos Aires (Argentina) 41018 - Seville 41018 - Seville 04700 El Egido (Almería) 33204 - Gijón (Asturias) 41018 - Seville 41018 Seville 46988 - Paterna (Valencia) 48480 Zarátamo (Vizcaya) 48510 Trapagarán (Vizcaya) 48510 Trapagarán (Vizcaya) 30395-Cartagena (Murcia) Paseo de Colón, 728 - piso 10 Avda. de la Buhaira, 2 Avda. de la Buhaira, 2 Plaza Mayor, 20 Ctra. Villaviciosa, 40 Avda. de la Buhaira, 2 Avda. de la Buhaira, 2 Ciudad de Barcelona, 21 Polígono Barrondo, Pab. 4 Carretera de San Vicente, s/nº Carretera de San Vicente, s/nº Polig. Ind. Cabezo Beaza. Avda. de Bruselas, 148 - 149 Postal address 5411.43.44.78.00 95.493.71.11 954.93.71.11 [email protected] 950.48.90.50 [email protected] 98.513.17.18 [email protected] 954.93.71.11 [email protected] 954.93.71.11 [email protected] 96.134.08.80 94.671.34.38 [email protected] 94.472.40.50 [email protected] 94.496.73.00 [email protected] 968.32.06.21 [email protected] Phone / e-mail 5411.43.44.78.77 954.93.70.18 954.93.70.11 950.57.01.63 98.513.19.87 954.93.70.18 954.93.70.18 96.132.25.61 94.671.34.28 94.472.40.51 94.495.00.15 968.12.21.61 Fax Location Borg Austral, S.A. Canaval y Moreyra 654, piso 7 511.224.7609 San Isidro - Lima (Peru) 52. 55.5262.7150 511.224.5489 [email protected] 52.55.5262.7111 [email protected] 5521.2217.3337 Ignacio Baena Blázquez Percy Irribarren Ibáñez 11300 Mexico D.F. (Mexico) Bahía de Santa Bárbara 174 Col. Verónica Anzures 5521.2217.3300 [email protected] Complejo Ambiental Andino, S.A. CAASA 20020-080 Rio de Janeiro (Brazil) Av. Marechal Câmara 160, salas 1833/1834 Norberto del Barrio Brun Rogério Ribeiro Abreu dos Santos Befesa Mexico, S.A. Directory MTC Engenharia, S.A. 184