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contents
Business Segments and Activities
Orascom Construction Industries (OCI) focuses on Egyptian Container Handling Company (50%)
Stevedoring services at Adabiya port
National Bag Company (75%)
Cement, building materials and agriculture bags
three high growth business activities – construction – Sokhna Port Development Company (70%)
Stevedoring services at Sokhna port Mehsas National Bag Company (50%)
– Egyptian Maritime Services (90%) Cement, building materials and foodstuff bags
services, cement manufacturing and infrastructure Inland and intermodal transportation services
National Steel Fabrication (50%)
concessions. Our Construction Group provides Nile Valley Gas Company (20%) Steel cutting, bending, welding, and painting services
Natural gas distribution in southern half of Egypt
engineering, procurement and construction services United Paints & Chemicals (50%)
Auto Gas Company (20%) Pre-blended dry plaster, putty, and tile adhesives
on industrial, commercial, infrastructure and railway Natural gas vehicle refueling stations – Egyptian Gypsum Company (45%)
Gypsum manufacturer
projects for public and private customers in the Egyptian Company for Tunnels (12%) – MBT Egypt (50%)
Maintenance of subway systems Construction chemicals
Middle East and North Africa. Our Cement Group – Den Braven Egypt (87.5%)
Silicone and acrylic sealants
owns and operates cement production plants in – A-Build Egypt (50.1%)
Waterproofing contractor
Egypt and Algeria. Our Concessions Group Alico Egypt (50%)
participates as an equity investor in long-term Building facade, curtain walling, and window systems
industrial parks and natural gas distribution systems. SCIB Chemical (15%)
Paints and building chemicals
highlights
Revenue EBITDA
2003 4,403 2003 1,204
Onsi Sawiris
Chairman
A Remarkable Year
Few could have predicted the events which occurred over the past year. Even fewer could have predicted how positively
some of these events would affect our company. During the first quarter, consolidated revenue jumped, net income soared
and our stock price increased by 60%. By the end of June, our construction group had a record backlog, cement prices
began to rebound and revenue from sources outside Egypt reached 54% of total revenue. By September, Algerian Cement
Company had dispatched its first bag of cement and had captured an average daily market share of 10%. For the year,
consolidated revenue was up 51% to a record LE 4.4 billion and net income rose by 53% to a record LE 558 million
surpassing our expectations. Based on this outstanding performance, the Board of Directors intends to recommend a
dividend of LE 1.5 per share which represents an increase of 50% over last year and a payout ratio of 26%.
Operational Performance
As uncertainty gave way to optimism during the year, our dedicated managers and employees continued to generate
superior results by securing new business opportunities with customers throughout the region. From our home base in
Egypt, our operations have grown far and wide. During the year, OCI companies delivered cement to a customer in the
United States, supplied structural steel for a project in Tunisia, constructed a medical college in Qatar, and repaired damaged
infrastructure in Afghanistan. Our aim under the 50-05 Action Plan launched last year had been to generate 50% of
consolidated revenue from sources outside of Egypt by 2005. Perhaps we did not aim high enough. During the year,
revenues from sources outside of Egypt grew by 240% and reached LE 2.3 billion, 46% of total revenue.
Revenue from our Construction Group grew by 80% and reached LE 3.2 billion, contributing 65% of total revenue. As new
construction opportunities emerged throughout the region, our Construction Group secured a record LE 3.3 billion in new
work during the year, the majority of which was outside of Egypt and denominated in foreign currency. Our backlog of
construction work totaled LE 2.4 billion at year end, a 4% increase over last year. During the year, OCI completed work on
the five-star JW Marriott Hotel Mirage City located on the outskirts of Cairo and on the liquefied natural gas storage tanks
and offshore marine works for the new Union Fenosa LNG plant located in Damietta. Contrack International benefited
significantly from the reconstruction work undertaken in the region and was awarded a multi-year contract to provide
design-build construction services for a variety of humanitarian related projects in Afghanistan. We are also immensely
proud of their outstanding performance on the prestigious Weill Cornell Medical College in Qatar.
Revenue from our Cement Group grew by 31% and reached LE 1.2 billion, contributing 25% of total revenue. Egyptian
Cement Company benefited from a rebound in local cement prices and robust demand for cement exports in the Middle
East, Africa and the United States. During the year, Egyptian Cement Company maintained an EBITDA margin of 53% and
successfully exported 2.1 million tons of cement to 24 different countries. Algerian Cement Company dispatched its first
bag of cement in September marking the successful launch of its early cement program. Construction work on the kiln is
well ahead of schedule and is expected to be completed in February 2004.
Revenue from our Concessions Group and other building materials businesses grew by 25% and reached LE 507 million,
contributing 10% of total revenue. Egyptian Container Handling Company transferred the majority of its stevedoring
operations from the Adabiya port to the new Sokhna port which resulted in an 72% increase in revenue over last year. The
Sokhna port received a total of 176 vessels and handled more than 148 thousand container TEUs and 1.2 million tons of
bulk cargo. National Steel Fabrication produced a record 30,507 tons of fabricated steel products, 44% of which was
exported to customers in six different countries. National Bag Company increased net income by 80% due to strong
demand, higher production and improved margins. During the year, OCI acquired a 50% stake in Algerian bag producer
Groupe Mehsas through a Euro 2.15 million capital increase. The investment is expected to help ensure a stable supply of
cement bags to Algerian Cement Company at a competitive cost.
Business Strategies
Reflecting on the past year, it is clear that our strategic decision to pursue regional growth opportunities has had the
greatest financial impact on our company. Our managers and employees have proven that our successful business model in
Egypt can be replicated in new markets. Our entry into the construction and cement markets in Algeria has been timely and
rewarding. Algerian Cement Company should generate 25% of corporate earnings next year and income from our
construction activities in Algeria may well exceed those from Egypt. Contrack International has also demonstrated their
ability to undertake a diverse range of large scale projects in multiple foreign markets under difficult conditions while
maintaining their standards for safety, quality and timely performance.
It is also clear that our Cement Group will be the foundation of future earnings growth and provide significant and
consistent cash flows for new corporate investments and dividends to shareholders. Our cement subsidiaries are widely
recognized as efficient, low cost producers of high quality cement. By utilizing our construction capabilities to quickly
develop new cement ventures at a significantly reduced investment cost, we have transformed our Cement Group into a
leading regional producer and a respected global market competitor. We will continue to pursue a business strategy which
focuses on expanding the productive capacity and geographical diversity of our cement operations.
While all our business lines performed well during the year, the earnings growth from our infrastructure concessions and
other building materials operations has become marginalized in comparison with our construction and cement operations.
Although each of our concessions and other building materials operations has strategic value to the company as whole, this
value has diminished as our operations have become more regional. Moving forward, our intention is to consolidate our
business activities and divest these existing operations on favorable terms as market conditions may permit.
Financial Condition
To purse regional growth opportunities in the construction and cement markets, however, we must have a solid financial
base. Our strong balance sheet and investment grade credit rating have enabled us to access lines of credit through regional
and multinational financial institutions and obtain bid and performance bonding critical to our construction operations. Our
financial strength has enabled us to move quickly in response to market opportunities and marshal the resources necessary
to undertake large, complex and demanding projects. And our strong cash position provides us with ample resources to
fund internal growth, make selective acquisitions and pay dividends to shareholders.
Our creditors have expressed their confidence in our business model and continue to support our growth. During the year,
Algerian Cement Company finalized a US$ 156 million syndicated loan package arranged by Citigroup with participation
from the International Finance Corporation (IFC), the European Investment Bank (EIB), Eksport Kredit Fonden (EkF) and
Deutsche Investitions-und Entwicklungsgellschaft (DEG). Egyptian Cement Company completed its first corporate bond
issuance totaling LE 1 billion and used the proceeds to retire its existing portfolio of medium and long-term bank loans.
OCI also received shareholder approval for an LE 400 million corporate bond issuance which should be completed early
next year. At year end, cash and cash equivalents stood at LE 917 million and the EBITDA interest cover ratio was 16.
Corporate Governance
In response to the managerial and accounting scandals in the United States and Europe, new standards for corporate governance
and financial disclosure have been introduced by legislators and regulators to help restore investor confidence in the publicly
traded companies listed on stock exchanges around the world. The Cairo and Alexandria Stock Exchanges have set new
standards which affect our company and we have adopted new guidelines to ensure our continued compliance with all
applicable laws and regulations. Under our new corporate governance guidelines, the Board of Directors has established three
committees to provide oversight of audit, compensation, nominating and corporate governance issues. The Board of Directors
has also published a code of business conduct and ethics which applies to all company employees including executive officers
and senior financial managers. By taking these actions, the Board of Directors hopes to not only meet the corporate governance
standards established by Egyptian regulators, but also those set by officials in the United States and the United Kingdom.
We have always demanded that our auditors be independent, that our executives provide accurate and timely disclosure of
material information to our shareholders, and that all our employees conduct their affairs professionally and ethically. As our
company has grown, we have strengthened our internal controls and risk management systems to safeguard company assets
and assure transparency in our financial accounts and transactions. During the year, the Board of Directors also chose to alter
its composition in an effort to improve its performance. The Board of Directors accepted the resignation of Naguib Sawiris
and Samih Sawiris and welcomed the appointment of three new independent non-executive members – Tarek Hatem, Alaa
Sabaa and Mohamed Farouk Abdel Moneim. Dr. Tarek Hatem is a Professor of Strategic Management, International Business
and Public Administration at the American University in Cairo. Mr. Alaa Sabaa is the Managing Director of Beltone Asset
Management and was formerly the Managing Director of Asset Management at EFG-Hermes. Mr. Mohamed Abdel Moneim
is the Chief Executive Officer of Mobica. The Board of Directors also welcomed the appointment of Karim Camel-Toueg,
President of Contrack International, as an executive member. Our new members have demonstrated outstanding leadership
skills in their respective fields and bring a broad range of experience and financial expertise to our Board.
Future Outlook
Based on an improved outlook for the local Algerian cement market, we intend to move forward with our plan to construct
a second production line at Algerian Cement Company increasing total plant production capacity to 4.4 million tons of
cement annually. The total investment cost of the second production line is estimated at US$ 187 million. The Algerian
Investment Authority has already approved an incentive package for the second production line which includes a 10 year
tax holiday from the start of operations.
We are closely monitoring events in the region and looking for opportunities where we can put our technical, financial and
human resources to work. In addition to our existing operations in Egypt, Algeria and Qatar, we believe that the economic
and political environment in Iraq will ultimately improve over time and present our company with tremendous opportunities
both as a contractor and cement producer. Preparations have been made to position manpower and equipment resources
in Iraq in expectation of a lengthy reconstruction program.
We intend to utilize the proceeds of our LE 400 million corporate bond issuance in the coming months to strengthen our
position as a leading contractor and cement manufacturer in the region. We believe our financial strength will enable us to
react quickly to new opportunities, better serve the needs of our customers and safeguard our competitive advantage in our
markets. By working with our customers to build a better future, we expect to deliver sustainable long-term growth and
generate attractive returns for shareholders.
During the year, Orascom Construction Industries (OCI) Cementech Limited provided procurement and engineering
completed work on the five-star JW Marriott Hotel Mirage services to the F.L.Smidth/OCI consortium undertaking the
City, a new call centre and headquarters building for Egypt construction of the first production line at Algerian Cement
Telecom, the liquefied natural gas storage tanks and offshore Company as well as procurement and erection work for a
jetty for the Union Fenosa LNG plant, a cement production new cement plant in Libya. Working together with OCI,
line for Cimpor, and a new passenger terminal for the Cairo Cementech has built ten cement production lines in the last
Airport Authority. OCI and its consortium partners made eight years making it one of the most experienced cement
progress on the construction of the Nagaa Hamadi barrage plant contractors in the world.
The new college was designed by renowned Japanese architect Arata Isozaki
and consists of a two-story building split into two wings with connecting
bridges at the mezzanine level. The building itself is huge, covering 33,000
square meters and spanning the length of two football fields. The north wing
accommodates extensive teaching space while the south wing houses
administration and faculty offices as well as research laboratories. In a central
courtyard, four geodesic lecture halls rise above the ground on stilts and give
the building its unique character. In the shape of an icosahedron (20 sides), a
dodecahedron (12 sides) and two artistic ovoids, the lecture halls are truly an
architectural marvel. All the exterior and interior walls of the building
incorporate modern interpretations of Arab-Islamic geometric patterns, and
the building structure includes double wall and double roof systems to insulate
against the heat.
Dr Antonio M Grotto
Dean of Weill Cornell Medical College, New York
Sami Haddad
IFC Regional Director
In 1998, the Algerian Government began restructuring its greenfield cement plant with a production capacity designed
cement industry in preparation for a privatization program by to reduce Algeria’s need for imported cement. OCI managers
transferring ownership of all 12 existing cement plants to 4 met regularly with Algerian Government officials over the
regional state-owned cement companies. The Algerian next 18 months to finalize an initial framework of concessions
cement plants had a combined production capacity of 11.5 from the Algerian Government and agree on an appropriate
million tons annually, but dispatched only 8 million tons location for the greenfield plant.
during the year due to chronic plant inefficiencies. Demand
for cement in Algeria rose to 9 million tons in 1999, a 12% In late 2001, OCI received its final regulatory approval to
increase over 1998, with the 1 million ton deficit filled by proceed with the construction of the new ACC plant in
cement imports. M’sila, located 250 km southeast of Algiers. Within weeks, an
ACC management team was formed, local contractors were
Having witnessed a similar progression of events in Egypt, hired to begin the necessary infrastructure work to deliver
OCI seized the opportunity to become the first private sector power, water and natural gas to the site, quotations were
participant in the Algerian cement market and began requested from plant equipment manufacturers, and Citibank
negotiations with Algerian Government officials to form was retained as the lead arranger for a US$ 156 million
Algerian Cement Company (ACC) in early 2000. Realizing syndicated loan package needed to finance the planned US$
the uncertainties of open competition against other global 260 million total investment cost. In March 2002, ACC signed
cement companies in the privatization program, OCI contracts with an F.L.Smidth/OCI consortium to supply and
proposed that ACC would simultaneously develop a construct a cement plant with a production capacity of 2.2
Orascom Construction Industries SAE is subject to the disclosure and accepted the resignation of two existing directors. Naguib
rules and the new listing rules set by the Cairo and Alexandria Sawiris and Samih Sawiris resigned as non-executive directors.
Stock Exchanges (“CASE”) and approved by the Egyptian Capital Karim Camel-Toueg, President of Contrack International, was
Markets Authority on 18 June 2002. The Company has been in appointed as an executive director, and Alaa Sabaa, Tarek Hatem
compliance with the corporate governance, financial reporting and Mohamed Farouk Abdel Moneim were appointed as non-
and disclosure provisions of the CASE listing rules throughout the executive directors. The Board now consists of nine directors.
year ended 31 December 2003. The US Securities and Exchange Three of the directors are non-executive.
Commission (“SEC”) approved CASE as “designated offshore
securities markets” within the meaning of rule 902(b) under The Board maintains an orientation program for new directors.
Regulation S of the US Securities Act of 1933 on 16 April 2003. The new directors have attended the orientation program which
included briefings by senior management to familiarize them
The Global Depositary Receipts of the Company are listed on the with the Company’s strategic plans, financial statements and key
London Stock Exchange (“LSE”) and the Company is therefore policies and practices. The Board maintains a continuing
subject to the rules of the LSE as well as the rules of the United education program for all directors to assist them in carrying out
Kingdom Listing Authority (“UKLA”) and the Financial Services their duties and responsibilities.
Authority (“FSA”). The Company has been in compliance with its
continuing obligations under the UKLA Listing Rules throughout The Board has reviewed the status of all the non-executive
the year ended 31 December 2003. directors and has determined that they are to be regarded as
independent. The Board has adopted a definition of
In July 2003, the revised Combined Code on Corporate “independent” which complies with the provisions set out in the
Governance (“Combined Code”) was issued and the FSA and the Combined Code and Section 303A.02 of the NYSE listing rules.
UKLA have determined that the revised Combined Code will The process and criteria used by the Board to determine the
apply for reporting years beginning on or after 1 November independence of each director is detailed in the Corporate
2003. UKLA listing rules require that companies incorporated in Governance Guidelines of the Company. The non-executive
the United Kingdom include in their annual report and accounts directors are encouraged to meet privately in regular executive
an additional disclosure statement in relation to how the sessions without management participation during the year. The
company applies the principles in Section 1 of the Combined non-executive directors have elected Alaa Sabaa to serve as the
Code and an explanation of any non-compliance. As an overseas senior independent director and lead non-management director.
company with a secondary listing by the UKLA, the Company is
not required to present this additional disclosure statement. The Board met six times during the year. The Board has a formal
schedule of matters reserved to them for decision which includes
The shares and global depositary receipts of the Company are approval of the long-term strategic objectives and business
not registered under the US Securities Act of 1933 and the plans of management, major corporate transactions including
Company is not subject to US securities laws or the rules and significant capital allocations and expenditures, and
listing standards of the SEC or the New York Stock Exchange compensation of the chief executive officer and executive officers
(“NYSE”). In July 2002, the US Government passed the Sarbanes- of Company. All board meetings during the year were attended
Oxley Act which has introduced a number of changes to the by the full board. The directors were given appropriate
corporate governance, disclosure and reporting requirements of documentation in advance of each board meeting. All directors
US domestic and non-US registered issuers. The Sarbanes-Oxley have had access to the services of the company secretary and
Act codifies the view that company management should be have been empowered to seek independent professional advice
aware of material information that is filed with regulatory at the Company’s expense.
authorities and released to investors, and should be held
accountable for the fairness, thoroughness and accuracy of that Corporate Governance Guidelines
information. In November 2003, the NYSE issued new corporate The Board has adopted Corporate Governance Guidelines
governance rules for listed companies which were approved by (“Guidelines”) to provide a framework for the effective
the SEC. The corporate governance rules issued by the NYSE governance of the Company in an effort to enhance long-term
allow certain exemptions for foreign private issuers and shareholder value. The Guidelines address several key governance
controlled companies. The Company is not required to comply issues and principles including board responsibilities, director
with the provisions of the Sarbanes-Oxley Act or the NYSE qualifications, director responsibilities, board structure and
corporate governance rules. operations, board committees, executive sessions, access to
management and independent advisors, director compensation,
The Board continues to monitor developments in corporate director orientation and continuing education, management
governance and the actions taken by regulators worldwide to evaluation and succession, board performance evaluation, and
improve financial reporting and disclosure. The Board has relations with shareholders. The Guidelines are publicly available
reviewed the recent changes in applicable securities laws and from the Company’s website www.orascomci.com and a copy
stock exchange regulations and has concluded that the Company may be requested by shareholders from the Company’s investor
is in compliance with all those provisions which are currently in relations officers. The Board believes the Guidelines adopted
force. In addition, the Board has chosen to make the following generally comply with the provisions set out in the Combined
voluntary disclosure to assist shareholders in their evaluation of Code and Section 303A of the NYSE listing rules.
the corporate governance practices of the Company.
Board Committees
Board of Directors The Board has established three committees to assist it in
At the Annual General Meeting held on 29 April 2003, discharging its oversight responsibilities: Audit, Compensation,
shareholders approved the appointment of four new directors and Nominating and Corporate Governance. The purpose and
responsibilities of each committee are described in their developing and recommending to the Board a set of corporate
respective charters. Members of the committees meet the governance guidelines applicable to the Company, (d) overseeing
independence and experience requirements to the extent the evaluation of the Board and management, and (e) preparing
required under applicable securities laws and stock exchange and publishing an annual Committee report on corporate
regulations. Committee members have access to the services of governance and such other reports to the extent required under
the company secretary and have been empowered to seek any applicable securities laws and stock exchange regulations.
independent professional advice at the Company’s expense. The role and responsibilities of the Nominating and Corporate
Governance Committee are set out in written terms of reference,
The Audit Committee consists of three independent non- the Nominating and Corporate Governance Committee Charter,
executive directors and is chaired by Alaa Sabaa. The Board has and includes determining on an annual basis the independence
determined that Alaa Sabaa has recent and relevant financial of each director as may be required under any applicable
experience and shall be regarded as the audit committee securities laws and stock exchange regulations, the compliance
financial expert. The Audit Committee met six times during the of each director and executive officer with the Company’s code
year. The primary purpose of the Audit Committee is to (a) to of business conduct and ethics, and such other activities as the
assist the Board in its oversight of (i) the integrity of the Board may assign to the committee from time to time.
Company’s financial statements, (ii) the Company’s compliance
with legal and regulatory requirements, (iii) the independent Internal Control and Risk Management
auditor’s qualifications and independence, and (iv) the The Board confirms that there is an ongoing process for
performance of the Company’s internal audit function and identifying, evaluating and managing the significant risks faced
independent auditors, and (b) to prepare and publish an annual by the Company, that the process has been in place for the year
Committee report and such other reports to the extent required under review and up to the date of approval of the annual report
under any applicable securities laws and stock exchange and accounts, that the process is regularly reviewed by the Board
regulations. The role and responsibilities of the Audit Committee and accords with the Turnbell Guidance on internal control
are set out in written terms of reference, the Audit Committee contained in the Combined Code.
Charter, and includes the appointment, compensation and
retention of the independent auditor, review of the Company’s The Company maintains a sound system of internal controls and
interim and annual financial statements with management and risk management which is embedded in its operations, is capable
the independent auditor, and review of the Company’s internal of responding quickly to evolving risks to the business arising
control and risk management systems. from factors with the company and to changes in the business
environment, and includes procedures for reporting immediately
The Compensation Committee consists of three directors and is to appropriate levels of management any significant control
chaired by Onsi Sawiris. The Compensation Committee met four weaknesses that are identified together with corrective action
times during the year. The primary purpose of the Compensation being undertaken. The Company’s system is designed to manage
Committee is (a) to assist the Board in its oversight of all matters rather than eliminate the risk of failure to achieve business
relating to director and executive officer compensation and (b) to objectives and can only provide reasonable and not absolute
prepare and publish an annual Committee report on director and assurance against material misstatement or loss.
executive compensation and such other reports to the extent
required under any applicable securities laws and stock exchange The business of the Company is conducted by its employees,
regulations. The role and responsibilities of the Compensation managers and executive officers, under the direction of the chief
Committee are set out in written terms of reference, the executive officer and the oversight of the Board, to enhance the
Compensation Committee Charter, and includes the review, long-term value of the Company for its shareholders. The Board
evaluation and approval of director and executive officer is elected by shareholders to oversee and counsel management.
compensation, incentive-compensation plans and equity-based The Board acknowledges that it is responsible for the Company’s
plans. In determining the compensation of the directors and system of internal controls and for reviewing its effectiveness to
executive officers of the Company, the Compensation Committee safeguard shareholders’ investment and the Company’s assets.
considers the Company’s performance and relative shareholder
return, the compensation level of directors and executive officers The Audit Committee of the Board reviews the Company’s
at comparable companies, and the compensation of the directors internal control and risk management systems, monitors the
and executive officers in past years. No director is solely involved effectiveness of the Company’s internal audit function, identifies
in deciding their own compensation. Executive officers do not matters in respect of which it considers that action or
receive additional compensation for their service as an executive improvement is needed, and makes recommendations to the
director. Non-executive directors receive an annual stipend. There Board as to the steps to be taken. The Audit Committee relies on
is no potential dilution from stock options outstanding or periodic reports from the Company’s executive officers, senior
available for grant under the employee stock ownership plan of financial managers, internal audit staff, and external auditors to
the Company. obtain reasonable assurance that appropriate controls are in
place and functioning effectively.
The Nominating and Corporate Governance Committee consists
of three directors and is chaired by Onsi Sawiris. The Nominating The Chief Executive Officer and Chief Financial Officer are
and Corporate Governance Committee met four times during responsible for the day-to-day control of the Company’s
the year. The primary purpose of the Nominating and Corporate operations and for the design of internal control and risk
Governance Committee is to assist the Board in (a) identifying management systems. These executive officers are held
individuals qualified to become Board members and responsible for the disclosure of all significant deficiencies and
recommending to the Board the director nominees for the next materials weaknesses in the internal control over financial
annual meeting of shareholders, (b) recommending to the Board reporting and any fraud, whether or not material, which involves
director nominees for each committee of the Board, (c) management to the Audit Committee and external auditors.
These executive officers also are held responsible for the director at the principal office of the Company. The senior
preparation and integrity of the Company’s published financial independent director will notify the Board or the chairperson of
statements which shall fairly present in all materials respects the the relevant committee of the Board regarding those matters that
financial condition and results of operations of the Company. are appropriate for further action or discussion.
Seasonality Revenue
Construction 3,208.8 64.7% 1,784.2 56.9% 79.8%
The Construction Group’s activities consist principally of major
Cement 1,242.1 25.1% 946.5 30.2% 31.2%
construction projects, which are not generally affected by
Other 506.5 10.2% 405.5 12.9% 24.9%
seasonal demand fluctuations. In addition, because of Egypt’s
Adjustments (554.3) (225.4)
generally warm and dry climate, the Group’s activity levels are not
significantly affected by weather conditions. The timing of major
Total 4,403.1 100% 2,910.8 100% 51.3%
religious holidays, including principally Ramadan, can have a
material impact on activity levels and, consequently, the allocation
of revenues and earnings between accounting periods. The time
of year in which religious holidays take place will vary from year Revenue from the Construction Group increased by 79.8% to LE
to year in accordance with the lunar calendar. 3,208.8 million in 2003, as compared to LE 1,784.2 million in
2002. This substantial growth in sales is attributable to the
The Cement Group’s activity levels are driven by seasonal demand expansion of international construction activities by OCI Algeria,
fluctuations in the general construction and residential housing Contrack International and Cementech. Changes in the foreign
sectors. As a result, the Group’s sales are normally higher in the exchange rates had a positive impact on revenue received from
second and third quarter of each year. international contracts. Revenue during the year was primarily
from the following major construction contracts: Union Fenosa
Demand for the other building materials may be subject to LNG storage tanks and marine facilities, Amreyah (Cimpor)
fluctuation, while the infrastructure concessions activities are not cement plant, Nagaa Hammadi dam, ACC Line 1, Fayed airbase,
generally affected by seasonal fluctuations. Weill Cornell Medical College, Education City infrastructure
works, and various reconstruction projects in Afganistan. In
2003, OCI itself contributed LE 1,108.8 million to total
consolidated revenue, as compared to LE 984.9 million in 2002,
representing 34.6% of the Construction Group’s revenue for the
year, as compared to 56.7% in 2002.
Revenue from the Cement Group increased by 31.2% to LE The cost of goods sold and services for the Concessions and Other
1,242.1 million in 2003, as compared to LE 946.5 million in Building Materials Group increased by 28.7% to LE 386.0 million
2002. This increase is attributable to sales growth at ECC in 2003, as compared to LE 299.9 million in 2002. The cost of
resulting from higher export sales volumes and initial sales at goods sold and services as a percentage of revenue increased to
ACC resulting from the successful launch of its early cement 76.2% for the year, as compared to 74.0% during 2002. The
program. Growth in cement sales volumes at ECC offset a increase was attributable principally to the increase in raw material
decrease in local market prices during the period. ECC costs for several building materials subsidiaries. In 2003,
represented 92.7% of the Cement Group’s revenue for the depreciation and amortization expenses decreased to LE 21.7
year, as compared to 100% in 2002. million, as compared to LE 26.7 million in 2002.
Revenue from the Concessions and Other Building Materials Selling, General and Administrative Expenses
Group increased by 24.9% to LE 506.5 million in 2003, as In 2003, selling, general and administrative expenses increased
compared to LE 405.5 million in 2002. The increase is by 56.3% to LE 225.9 million, as compared to LE 144.5 million
attributable to higher stevedoring revenue at ECHCO resulting in 2002. Selling, general and administrative expenses as a
from increased traffic at the Sokhna Port as well as higher sales percentage of revenue increased to 5.1% in 2003, as compared
revenue and production volumes at NSF and NBC. to 5.0% in 2002. Selling, general and administrative expenses
increased in proportion with revenue during the year.
Cost of Services and Goods Sold
In 2003, the Company’s consolidated cost of services and goods Income from Operations
sold increased by 48.4% to LE 3,193.5 million, as compared to In 2003, the Company’s consolidated income from operations
LE 2,151.4 million in 2002. The cost of services and goods sold increased by 60.3% to LE 945.2 million, as compared to LE
as a percentage of revenue decreased to 72.5% in 2003, as 589.7 million in 2002. The Company’s operating margin
compared to 73.9% in 2002. Depreciation and amortization increased to 21.5% in 2003, as compared to 20.3% in 2002.
expenses are a significant component of the cost of services and
goods sold. In 2003, depreciation and amortization expenses The table below sets forth the contribution to income from
increased by 25.7% to LE 254.3 million, as compared to operations by each of the Company’s operating groups and the
LE 202.3 million in 2002. operating margin for each of the operating groups.
The table below sets forth the cost of services and goods sold by Year ended Year ended
each of the Company’s operating groups. The “adjustments” 31 Dec 2003 31 Dec 2002 2003 vs.
LE millions % LE millions % 2002 (%)
below include the elimination of intra-group transactions, of
which building materials supplied to the Construction Group and
Income from Operations
the Cement Group are the most significant transactions.
Construction 500.0 52.9% 180.1 30.5% 177.6%
– Operating margin 15.6% 10.2%
Year ended Year ended
31 Dec 2003 31 Dec 2002 2003 vs. Cement 384.6 40.7% 385.5 65.4% -0.2%
LE millions % LE millions % 2002 (%) – Operating margin 31.0% 40.7%
Other 60.6 6.4% 24.1 4.1% 151.5%
Cost of Services – Operating margin 12.0% 5.9%
& Goods Sold
Construction 2,661.6 70.3% 1,507.8 64.2% 76.5% Total 945.2 100% 589.7 100% 60.3%
Cement 737.6 19.5% 539.4 23.0% 36.7%
Other 386.0 10.2% 299.9 12.8% 28.7%
Adjustments (591.7) (195.7) Income from operations for the Construction Group increased by
177.6% to LE 500.0 million in 2003, as compared to LE 180.1
Total 3,193.5 100% 2,151.4 100% 48.4% million in 2002. The operating margin for the Construction Group
increased to 15.6% in 2003, as compared to 10.2% in 2002. This
increase is due principally to the mix of projects undertaken during
The cost of services for the Construction Group increased by 76.5% the year which included a higher proportion of industrial and
to LE 2,661.6 million in 2003, as compared to LE 1,507.8 million infrastructure contracts that have higher gross profit margins.
in 2002. The cost of services as a percentage of revenue decreased
to 82.9% for the year, as compared to 84.5% during 2002. This Income from operations for the Cement Group decreased by 0.2%
decrease is due principally to the mix of projects undertaken to LE 384.6 million in 2003, as compared to LE 385.5 million in
during the year which included a higher proportion of industrial 2002. The operating margin for the Cement Group decreased to
and infrastructure contracts that have higher gross profit margins. 31.0% in 2003, as compared to 40.7% in 2002. This decrease
In 2003, depreciation and amortization expenses increased to LE was attributable principally to lower cement sales prices at ECC,
76.8 million, as compared to LE 55.0 million in 2002. increased depreciation expenses at ECC resulting from the first full
year of operations for their fourth production line, and pre-operating
The cost of cement sold for the Cement Group increased by 36.7% expenses at ACC associated with the start-up of operations.
to LE 737.6 million in 2003, as compared to LE 539.4 million in
2002. The cost of cement sold as a percentage of revenue Income from operations for the Concessions and Other Building
increased to 59.4% for the year, as compared to 57.0% during Materials Group increased by 151.5% to LE 60.6 million in 2003,
2002. This increase was attributable principally to lower average as compared to LE 24.1 million in 2002. The operating margin
sales prices at ECC on cement products sold locally during the for the Group increased to 12.0% in 2003, as compared to
year. In 2003, depreciation and amortization expenses increased 5.9% in 2002. This increase was attributable principally to the
to LE 154.5 million, as compared to LE 130.6 million in 2002. growth of stevedoring operations at the Sokhna port by ECHCO.
The table below sets forth the cost of services and goods sold
by each of the Company’s operating groups. The “adjustments”
below include the elimination of intra-group transactions, of
which building materials supplied to the Construction Group and
the Cement Group are the most significant transactions.
Provision for Income Taxes At and for the year end 31 December
The Company’s consolidated provision for income taxes in 2002 2003 2002 2001
amounted to LE 9.0 million, as compared to LE 10.6 million in LE millions LE millions LE Millions
2001.
Cash & Cash Equivalents
Minority Interests Beginning of year 787.5 1,072.3 615.7
In 2002, income allocated to minority interests amounted to LE End of year 917.4 787.5 1,072.3
102.1 million, as compared to LE 142.2 million in 2001. The
minority interest in profits of the subsidiaries was attributable Net increase (decrease) 129.9 (284.8) 456.6
principally to the financial performance of ECC.
Net Cash Provided
Net Income by (Used in)
As a result of the foregoing, the Company’s net income increased Operating activities 551.8 677.0 256.4
by 19.8% to LE 363.9 million in 2002, as compared to Investing activities (1,473.6) (656.5) (440.4)
LE 303.8 million in 2001. Financing activities 1,051.7 (305.3) 640.6
The Company’s cash flow from operations has been supplemented The Investment Guarantees and Incentives Law further provides
by borrowings to enable the Company to implement its growth that all listed joint-stock companies are entitled to an elevated
strategy and finance the construction of its cement plant in threshold for their taxable revenues, according to a formula
Algeria. The Company’s borrowings include: based on an amount equivalent to the percentage of the paid in
capital determined at the CBE lending and discount rate for the
(i) US$ 55 million medium term loan from the International year subject to accountability, and to three years’ exemption from
Finance Corporation (IFC), the date of registration in the Commercial Registry from stamp
(ii) 6 million Euro from European Investment Bank, taxes and notarization and registration fees due on articles of
(iii) US$ 11.5 million from DEG bank, and incorporation of companies (required for the organization of the
(iv) US$ 156 million syndicated loan from a consortium of companies) loans and mortgage contracts. Moreover, the
financial institutions registration of land contracts required for establishing the
companies and their activities are also exempted from the taxes
The local affiliate of Fitch Ratings reaffirmed the A+ credit rating and fees described above. Interest on bonds and financing
of OCI for the fourth consecutive year, and maintained the debentures and other income from similar securities issued by
outlook on the Company as ‘Positive’ since last year. joint stock companies are exempted from the revenues on
moveable capital tax, provided the securities are sold in a public
In January 2003, the Egyptian Government allowed market forces offering and they are listed on the CSE. Companies operating, or
to revalue the Egyptian Pound against foreign currencies. The projects established, in Egypt’s “free zones” (the industrial areas
balances of the Company’s monetary assets and liabilities in around Alexandria, Suez, Port Said, Cairo, Damietta and Ismailia)
foreign currencies, and the exchange rates used to revaluate are exempt from import/export laws and regulations, custom
these balances were as follows: duties, sales taxes and other fees. Finally, the Investment
Guarantees and Incentives Law provides that establishments
At 31 December operating under the law cannot be nationalized, have their assets
confiscated or placed under custody and no administrative
2003 2002 2001
LE millions LE millions LE Millions authority can interfere in their pricing or profit margin policies.
Companies have the right to own the land on which they
Monetary Assets operate, apart from in free zones, regardless of the nationality or
& Liabilities residence of their owners. Such tax holidays, exemptions and
Assets 986.5 935.2 236.1 other benefits are designed to encourage the formation of
Liabilities (1,660.0) (962.5) (183.0) industries in Egypt generally and in the designated development
zones in particular.
Net assets (liabilities) (673.5) (27.3) 53.1
All joint-stock companies with a year-end taxable profit in excess
of LE 18,000 are also subject to a further 2% “Development of
Foreign Exchange Rates State Resources Duty” on such taxable profit. OCI and its
US Dollar LE 6.18 LE 5.00 LE 4.55 subsidiaries and affiliates are also subject to certain other taxes
Euro LE 7.76 LE 5.24 LE 4.02 and duties, including social security subscriptions, import and
customs duties, stamp duties and sales tax.
Community Service
During the year, OCI continued performing the civil work
portion on a new US$ 70 million children’s cancer hospital in
Cairo without profit.
The nine principles of the Global Compact which OCI has agreed
to follow are:
Audit Committee
Mr Alaa Saba
Dr Tarek Hatem
Mr Mohamed Abdel Moneim
We have audited the accompanying consolidated Balance Sheets of In our opinion, based on our audit and the reports of the other
Orascom Construction Industries company (OCI) as of 31 December auditors, the consolidated financial statements referred to above
2003, and the related consolidated Statements of Income, together with the notes attached thereto present fairly, in all
Changes in Shareholders’ Equity, and Cash Flows for the year material respects, the consolidated financial position of Orascom
then ended. The comparative financial information presented Construction Industries company as of 31 December 2003 and
for the years 2002 and 2001 are based on the audited financial the consolidated results of its operations and its cash flows for the
statements for those years, on which we have issued qualified year then ended in conformity with Egyptian accounting standards
audit opinion on 10 May 2003, and on 29 April 2002, and comply with applicable Egyptian laws and regulations.
respectively. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility Without qualifying our opinion, we draw attention to Note (9)
is to express an opinion on these consolidated financial of the notes to the financial statements. One of the Company’s
statements based on our audits. We did not audit the financial subsidiaries applied International Accounting Standard No. (17) –
statements of some of the Company’s subsidiaries, which Accounting for Capital Leases – to record its capital leases
statements reflect total assets constituting 46 percent and total transactions, which concluded during the years 2001, 2002 and
revenues constituting 38 percent, of the related consolidated 2003 for some fixed assets, instead of applying the Egyptian
totals. Those statements were audited by other auditors whose Accounting Standard No. (20) to record such transactions.
reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for the said subsidiaries, is based
solely on the reports of those auditors.
Management is responsible for the preparation and integrity of The Audit Committee, which is composed of independent
the consolidated financial statements of Orascom Construction directors, meets periodically with management, the internal
Industries. The consolidated financial statements and notes have auditors and the independent auditors to review the manner in
been prepared in accordance with Egyptian Accounting Standards, which these groups are performing their responsibilities and to
which are not materially different from International Accounting carry out the Audit Committee’s oversight role with respect to
Standards. As such, the consolidated financial statements include auditing, internal controls and financial reporting matters.
certain amounts that are estimates based upon currently available
information and management’s judgment of current conditions There are inherent limitations in the effectiveness of any system
and circumstances. Management also prepared the other of internal control, including the possibility of human error and
information included in the annual and interim reports and is the circumvention or overriding of controls. Accordingly, even an
responsible for their accuracy and consistency with the consolidated effective internal control system can provide only reasonable
financial statements. assurance with respect to financial statement preparation.
Furthermore, the effectiveness of an internal control system may
The annual consolidated financial statements have been audited change over time.
by the independent accounting firm, KPMG (Hazem Hassan),
which was given unrestricted access to all financial records and Management assessed the Company’s internal control system in
recorded data, including minutes of all the meetings of the Board relation to criteria for effective internal control over financial
of Directors and committees of the Board. statement preparation. Based upon that assessment, management
believes that, as of 31 December 2003, its system of internal
The Company maintains a system of internal control over financial control over financial statement preparation met those criteria.
reporting, which is intended to provide reasonable assurance to
the Company’s management and Board of Directors regarding the
preparation of the consolidated financial statements. The system
includes a documented organizational structure and division of
responsibility, established policies and procedures, and the careful
selection and development of staff. Internal auditors monitor the
operation of the internal control system and report findings and
recommendations to management and the Audit Committee of
the Board of Directors. Corrective actions are taken to control Nassef Sawiris Adel Bishai
deficiencies and other opportunities for improving the system as Chief Executive Officer Chief Financial Officer
they are identified.
Revenue
Construction revenue 3,208,807 1,784,254 1,421,315
Cement revenue 1,242,102 946,475 821,961
Concessions and other building materials revenue 506,559 405,503 352,088
Costs
Construction cost 2,661,612 1,507,811 1,127,275
Cement cost 737,584 539,418 433,839
Concessions and other building materials cost 386,007 299,873 262,670
Expenses
Selling, general and administrative expenses 225,929 144,539 98,661
Provision for claims and doubtful debts 38,581 25,229 57,016
The accompanying notes form an integral part of the financial statements and are to be read therewith.
Assets
Current assets
Cash and cash equivalents (3) 917,421 787,494 1,072,340
Accounts receivable – customers (net) (4) 585,456 480,413 374,147
– customers holdback 137,348 113,864 37,387
– other (net) (5) 470,303 416,696 312,603
– due from affiliated companies (21) 32,990 47,319 132,750
Marketable securities 8,077 – –
Construction contracts in progress 159,904 188,968 145,204
Inventories (6) 501,789 350,552 209,229
Property held for resale 68,151 67,545 70,944
Long-term assets
Investment in associated companies (7) 86,589 81,960 88,166
Investments available for sale 404 412 452
Property, plant and equipment (net) (8) 3,610,567 2,862,359 2,349,758
Projects under construction 1,378,012 842,661 762,723
Long-term receivables 4,952 6,494 5,211
Other assets (net) (11) 149,536 80,696 72,343
Liabilities
Current liabilities
Bank overdraft and current portion of long-term loans (12) 714,442 757,958 1,122,264
Accounts payable – suppliers and sub-contractors 204,627 317,948 163,687
– creditors, accrued liabilities and provisions (13) 697,434 696,027 498,285
– advances from customers 231,455 287,205 216,715
– due to affiliated companies (21) 37,139 2,602 26,859
Billings in excess of cost and estimated earnings on incomplete contracts 192,854 203,090 103,732
Income taxes payable 28,637 8,966 10,611
Long-term liabilities
Long-term loans (12) 2,562,979 1,655,902 1,395,364
Other long-term liabilities (14) 138,150 81,971 66,166
Shareholders’ equity
Share capital (15) 952,875 952,875 825,000
Legal reserve (16) 38,737 34,493 23,381
Retained earnings 981,344 535,017 403,436
Cumulative gain on translation of foreign companies 195,564 4,874 4,661
Treasury stock (17) (10,291) (87,788) (9,973)
The accompanying notes form an integral part of the financial statements and are to be read therewith.
The accompanying notes form an integral part of the financial statements and are to be read therewith.
Cumulative gain
General Retained on translation of
reserve earnings foreign companies Total
LE ’000 LE ’000 LE ’000 LE ’000
303,767 303,767
(11,882) (11,882)
5,505 5,505
(4,061) –
(5,094) –
15,000 (15,000) –
(37,500) (37,500)
(15,000) (60,000) –
(16,667) (16,667)
(12,324) (12,324)
2,468
2,955 2,955
363,852 363,852
(18,257) (18,257)
7,955 7,955
(11,112) –
127,875 (127,875) –
(127,875) –
(45,375) (45,375)
(22,761) (22,761)
(2,395) (2,395)
(246)
(90,020)
(12,451) –
213 213
558,286 558,286
(25,465) (25,465)
11,071 11,071
(4,244) –
(95,288) (95,288)
(10,588) (10,588)
12,451 90,020
(896) (968)
190,690 190,690
Income from operating activities before changes in working capital 1,377,279 824,810 707,652
Net cash provided by (used in) financing activities 1,051,749 (305,353) 640,657
Net increase (decrease) in cash and cash equivalents 129,927 (284,846) 456,678
Cash and cash equivalents at beginning of year 787,494 1,072,340 615,662
Cash and cash equivalents at end of year (3) 917,421 787,494 1,072,340
The accompanying notes form an integral part of the financial statements and are to be read therewith.
1 General
The Companies Authority approved the amendment of the legal form of Orascom Company (Eng. Naguib Onsi Sawiris & Co.) – a
limited partnership – to become an Egyptian joint stock company under the provisions of Companies’ law No. 159/1981 and the
change of its legal name to “Orascom Construction Industries Company” – hereunder referred to as the “Company” or “OCI”.
Annotation of the aforementioned changes has been effected in the Commercial Registry on 30 March 1998. The Company’s
formation contract and its articles of association have been published in the Companies Gazette issue No. 658 in April 1998. The
Company’s purpose is general contracting, the manufacture, supply and installation of machinery, equipment, tools, materials and
supplies required for construction activities, the undertaking of infrastructure works and the engineering and technical
consultation required for projects being implemented by the Company as well as the import of necessary equipment and
instruments. The Company’s purpose also includes the undertaking of commercial agencies and import and export activities.
The consolidated financial statements are prepared according to Egyptian Accounting Standards. The significant accounting
policies adopted in the preparation of these consolidated financial statements are set out below:
OCI’s financial statements also include its pro-rata interest in the assets, liabilities, revenues and expenses of its Joint Ventures (JVs)
through full or proportionate consolidation – depending on the level of control over the JV – of these items, into corresponding
accounts in the Company’s financial statements on item-by-item basis, for a period of twelve months except Nagga Hammadi
Project for which the financial statements were prepared for a period of 19 months starting 3 June 2002. The Company’s direct
participations in the Joint Ventures and its pro-rata interest therein are as follows:
Agreements concluded between the Company and its partner in each joint venture stipulate that both parties are jointly
responsible. The agreements also stipulate that the tax declaration by each partner should include each partner’s share of the
taxable profits realized from the joint venture.
The financial statements also include the assets, liabilities, revenues and expenses of the Company’s Yemen Branch and Jordan Branch
for the periods of 1 January 2003 to 30 June 2003 and 31 March 2003 respectively, as these branches were closed at these dates.
• All material intra-group balances, transactions and unrealized profits are eliminated.
• Minority interest in the equity and results of the entities that are controlled by the Company is shown as a separate item in
the consolidated financial statements and calculated as the minority’s proportion of the carrying amounts of the assets,
liabilities and equity of the subsidiary.
• The cost of acquisition is allocated as follows:
a) The fair value of the assets and liabilities acquired as of the date of the acquisition to the extent of the Company’s interest
obtained in the acquisition.
b) The excess of the cost of acquisition over the Company’s interest in the fair value of the identifiable assets and liabilities
acquired as of the date of acquisition is recognized as goodwill and amortized over a period of 5 years, except for ECHCO
(50% owned by OCI) and Egyptian Gypsum Company (50% owned by United Paints and Chemicals (UPC)) which are
amortized over 20 years. The managements of OCI and these subsidiaries have determined that there are adequate
reasons to extend the amortization of these goodwill to 20 years as allowed under Egyptian Accounting Standards.
c) The excess of the Company’s interest in the fair value of the identifiable assets and liabilities at the date of acquisition over
the acquisition cost is recognized as negative goodwill and amortized over a period of 5 years.
Cement and other building materials revenue is recognized upon delivery and acceptance of the sold products to the related
customers.
Concessions revenue is recognized upon signing the property’s selling contract and, in the case of services, when the service is
delivered and the invoice is issued.
Income from investments is recorded when the general meeting of the related company approves its profit appropriations.
2.7 Inventories
Inventories of raw materials, spare parts and supplies are valued at cost on the moving average basis. Work in progress is valued at
accumulated cost of production. Inventories of finished goods are stated at the lower of cost and net realization value. Cost is
determined by using the average cost method.
2.14 Taxation
Each financial period is charged by its fair share of the corporate income tax liability. Due to the nature if the Eygptian tax law and
legislation, applying the principles of deferred taxes according to the International Accounting Standards “taxes on income” will
not usually result in material deferred tax liabilities. However, if the application results in deferred tax assets, they will be recognized
in the financial statements whenever there is a sufficient assurance that these assets will be realized in the foreseeable future.
* Banks – current accounts include blocked amounts of LE 23.4 million (2002, LE 3.1 million) (2001, LE 5.7 million) held as
collateral against letters of credit and letters of guarantee related to subsidiary companies.
** Banks – time deposits include blocked deposits of LE 149.5 million held as collateral against letters of credit and short-term
loans of OCI and its subsidiaries (2002, LE 205.8 million) (2001, LE 738.1 million).
The provision for doubtful debts amounting to LE 16.8 million is deducted from the accounts receivable – customers in the
consolidated balance sheet (2002, LE 19.3 million) (2001, LE 13.5 million).
This item, which is presented net of a provision for doubtful debts of LE 11.1 million (2002, LE 4.2 million) (2001, LE 3.3 million),
consists of the following:
6 Inventories
This item represents the long-term investment in associated companies. All these companies are incorporated under the
Egyptian laws, except Mehsas National Bag Company which is incorporated under Algerian laws.
Nile Valley Gas Company (20% owned by OCI) 12,311 8,646 8,328
National Pipes Company (40% owned by OBMH) 6,868 19,108 22,915
Egyptian Gypsum Company (50% owned by UPC)* 46,151 43,534 45,676
SCIB Chemicals (13.3% owned by UPC) 4,134 10,420 –
Mehas National Bag Company (50% owned by OCIA) 16,873 – –
Others (net) 252 252 11,247
* Includes a goodwill balance of LE 15.1 million, which is net of the related amortization for the year of LE 0.9 million.
Cost
Balance at 1/1/2003 43,719 124,414 3,138,444 63,247 94,120 21,842 25,994 3,511,780
Additions – 282,502 521,546 18,385 45,368 22,036 9,224 899,061
Disposals (6,643) (2,013) (25,749) (5,115) 4,205 74 (15,140) (50,381)
Balance at 31/12/2003 37,076 404,903 3,634,241 76,517 143,693 43,952 20,078 4,360,460
Accumulated depreciation
Balance at 1/1/2003 33,491 435,599 21,454 37,283 7,572 12,993 548,392
Depreciation 12,155 185,458 12,381 17,082 6,241 3,248 236,565
Disposals accumulated depreciation (920) (23,321) (2,012) (823) 59 (8,047) (35,064)
8 Property, Plant and Equipment (Net)
Net book value at 31/12/2003 37,076 360,177 3,036,505 44,694 90,151 30,080 11,884 3,610,567
Net book value at 31/12/2002 43,719 91,328 2,590,365 38,299 54,448 38,143 6,057 2,862,359
Net book value at 31/12/2001 47,253 87,554 2,139,801 17,202 46,040 6,164 5,744 2,349,758
* Additions of buildings and construction includes LE 112.9 million representing the cost of buying units in Nile City tower from Nile City Investment Company
according to a contract signed on 21/12/2003. As of 31 December 2003, LE 40.1 million were paid and the remaining balance of $13.6 million of which 50% will
be paid in USD and the other 50% in Egyptian Pounds at the maximum rate LE 4.5 per US Dollar. The equivalent to the first installment due on 1/1/2004
amounting to LE 18.7 million is shown in the “creditors, accured liabilities and provisions” item in the current liabilities and the equivalent of the second installment
due on 1/1/2005 amounting to LE 54.0 million is shown in “other long term liabilities” item.
The above mentioned administrative units are pledged in Bank Misr, the seller (Nile City Investment Company) is committed to cancel the pledge as soon as the
above installments are settled otherwise OCI has the right for a compensation claim equal to 50% of the total amount paid.
** Machinery and equipment item, and vehicles item include the following assets, which have been acquired and accounted for under capital lease transactions:
Notes to the Consolidated Financial Statements continued
45
Notes to the Consolidated Financial Statements continued
9 Capital Leases
LE ‘000
As the leases transfer substantially all of the benefits and risks of ownership related to the leased properties from the lessors to
ECC, they have been accounted for as capital leases in accordance with International Accounting Standards (IAS 17). The total
amounts of the leased assets are included in property, plant and equipment in the balance sheet. The lease obligations are
included in long-term liabilities in the balance sheet, with the current portion shown under current liabilities.
Egyptian Accounting Standards (EAS 20) require that all leases should be accounted for as operating leases. Accordingly, the
effect of applying IAS 17 instead of EAS 20 is overstating consolidated net income by LE 10.1 million as follows:
LE ‘000
Total lease payments payable over 60 months at annual rent of LE 6.1 million 23,918
Lease term: 20 to 60 months
Estimated useful life of leased equipment: 5 years
Selling price at end of lease term: LE 0.9 million
Payments during 2003 to other lessors amounted to LE 5.6 million
10 Joint Ventures
A summary of OCI and CII’s pro rata share in the assets, liabilities, revenues and expenses of the Joint Ventures, based on the
financial statements of those Joint Ventures, are as follows:
There is a dispute between the management of a Joint Venture and the owner of its assigned project concerning the project’s
final handing over date. This dispute resulted in differences in the final account of the project. A provision was made by
management of the Joint Venture to cover the difference in case of settlement of the dispute in favor of the owner.
12 Loans
The Company and its subsidiaries have obtained loan facilities from various lending institutions. As of 31 December 2003,
the outstanding balances were as follows:
Egyptian Container Handling Company CIB loan (due 31 December 2006) 0.5% over rate of the CIB
CIB overdraft 0.5% over rate of the CIB
Egyptian Cement Company Bonds (due December 2008) 13% fixed on 60% of the bonds and variable 2%
over the Central Bank rate on the remaining 40%
Shareholders’ financing Interest free
Different banks – overdraft 12%
Algerian Cement Company (ACC) IFC (first installment 15 September 2005) 4.55 - 4.82%
EIB-A (first installment 15 September 2005) 3.37 - 4.07%
EIB-B (first installment 15 September 2005) 3.08 - 3.80%
CNEP (first installment 15 September 2005) 8.50%
Citibank (first installment 15 September 2005) 8.50%
Total 31/12/2003
Total 31/12/2002
Total 31/12/2001
280,000 280,000
12,629 12,629 Promissory notes
12,923 12,923 Promissory notes
106,796 106,796 Time deposit LE 77.5 million
165,540 165,540 Time deposit LE 165.5 million
and LE 120 million promissory notes
46,585 46,585
71,106 71,106
188,585 141,438 47,147
154,577 154,577
1,782 1,782
30,042 30,042
Joint Ventures payables and other credit balances 153,297 256,227 189,172
Sundry creditors 183,111 211,574 117,731
Provisions for claims and probable contingent
liabilities 143,259 93,403 72,444
Accrued expenses and interest 128,754 101,614 104,858
Taxes withheld (employees and suppliers) 89,013 33,209 14,080
* Includes LE 21.3 million value of sales tax installments due on imported machinery, equipments and purchases of fixed assets.
In addition, this balance also includes LE 14.1 million represents the long-term installments related to capital lease agreements.
** Includes LE 24.5 million loan to National Steel Fabrication Company from one of its shareholders.
15 Share Capital
OCI’s shares have been listed on the Cairo & Alexandria Stock Exchange since March 1999. In September 2002, the Company also
listed part of its shares (53% as at 31 December 2003) on the London Stock Exchange in the form of Global Depository Receipts
(GDRs), each representing two shares. The Bank of New York was appointed to act as the depository bank.
16 Legal Reserve
OCI is legally required to establish and maintain a legal reserve to which an amount equal to 5% of the annual net profits after
taxation should be transferred to. However, this transfer may be discontinued if the carrying balance of this legal reserve reaches
50% – at least – of the Company’s issued capital.
17 Treasury Stock
As of 31 December 2003, the treasury stock item amounting to LE 10.3 million represents the carrying cost of 449,637 OCI
shares owned by OCI ESOP Limited and OCI Asia Telecommunication.
OCI has a plan to provide some of its employees with stock options on its shares. According to this plan, OCI ESOP Limited, a
British Virgin Island Company, purchases OCI shares equivalent to the value of options issued to the employees. The purchase is
made from the stock market at the stock option price to the employees. This purchase is financed by an interest free loan granted
by OCI, when the options vest, the employee has the right to exercise the options through a cashless exercise by which the
employee receives the appreciation on the share value between the stock option price and the actual sale price. The remainder of
the proceeds of the sale is used by OCI ESOP Limited to repay the loan due to OCI or to finance other options.
On 27 June 2002, the Company purchased 3 million of its own shares, representing 3.15% of the total Company’s shares, from
Egyptian Investment and Development Co. (formerly, Orascom for Investment & Development Co. – affiliated company) at a total
cost of LE 90.0 million at the market value of LE 30 per share. The purchase price was deducted from the balance due from this
affiliated company. On 17 July 2002, the Company sold these shares to OCI International Limited – OCII (a subsidiary company) –
at the same cost.
In September 2002, these shares were converted to 1.5 million Global Depository Receipts (GDRs), each representing two shares.
On 27 December 2002, OCII entered into an agreement with an international financial institution to sell these GDRs for US$ 15.7
million. Pursuant to this agreement, the financial institution had 180 days to market the shares and any profits earned from the
sale of these GDRs are to be split evenly between OCII and the institution. If the shares remain unsold, OCII has agreed to
repurchase these shares for US$ 15.7 million. In 2002, this liability was recorded under the “Creditors, Accrued Liabilities and
Provisions” item in the consolidated balance sheet. Since the Company had not surrendered the rights or lost the control over
these GDRs, they were not eliminated from the financial statements.
On 28 June 2003, the agreement with the international financial institution was extended to end at 28 December 2003. During
the period ending 28 December 2003, the sale of all GDRs in the London Stock Exchange was completed, realizing net proceeds
of the equivalent of LE 124.0 million after deducting all expenses and commissions, which were transferred by OCII to OCI. In
accordance with the agreements in 2002 to settle the amounts due to OCI by the Egyptian Investment and Development
Company from the proceeds of sale of the OCI shares, the balance of sale of the GDRs amounting LE 34.0 million remaining after
reducing the debt by LE 90.0 million on 27 June 2002, was used to further reduce such debt.
Earnings per share is calculated by dividing the net income available for shareholders’ dividends, after deducting the employees’
profits share, by the weighted average number of shares outstanding during the period, as follows:
Accordingly, the weighted average number of shares, adjusted for the share dividends retroactively to 1/1/2001 and the
outstanding treasury stocks at year-end, is 94,837,863 shares (2002, 91,935,561 shares) (2001, 94,941,208 shares).
Letters of guarantee issued by banks for OCI and subsidiaries’ accounts in favor of others as at 31 December 2003 were as follows:
ECC issued bonds at a total value of LE 1 billion. OCI is committed to the bonds’ holders to maintain its ownership interest, together
with any multinational company specialized in the production and marketing of cement – directly or indirectly, at not less than 51%
of ECC’s issued capital. This bonds’ condition also requires that the ownership interest of the multinational company should not be
less than 40% of ECC’s issued capital. As of the balance sheet date, OCI owns, directly and indirectly, 53.66% of ECC’s issued capital.
As of 31 December 2003, the unpaid portion of the cost of aquisition of ECC’s new offices in Nile City towers amounted to
LE 9.1 million.
The Company has a commitment to cover any deficit pertaining to the financing of construction of the Algerian Cement
Company’s (ACC) plant – an indirectly owned subsidiary – to a maximum of US$ 52 million. The Company also guarantees this
subsidiary for US$ 4.8 million until 20 April 2006 to the benefit of a lending bank. The Company is also committed to maintain –
directly or indirectly – an ownership interest of 51% at least in ACC’s capital.
CII has US$ 30 million in credit facilities with US$ 3.5 million overdraft coverage available from two banks. The outstanding
balances of these facilities reduce the amounts available in the credit facilities at 31 December 2003. A Shareholder of the
Company personally guarantees the credit facilities.
The major portion of the business of the Company’s US subsidiary (Contrack International, Inc. (CII)) involves contracting with
departments and agencies of the U.S. Government. Such contracts are subject to audit and possible adjustments by the respective
agencies. The U.S. Government is currently investigating the nature of the relationship between a Joint Venture, in which CII has a
40% share, and one of the contractors with whom the Joint Venture has subcontracted work in a number of projects in Egypt.
Management believes that the ultimate resolution of any such audits and investigations will not have a negative impact on
reported results.
According to the agreement signed on 24 October 2002 between UPC (a subsidiary company) and a company purchased some of
SCIB shares’ (affiliated company), UPC undertakes to bear all of taxes liabilities that may arise concerning SCIB for the period from
1 January 1997 until 30 June 2002.
During 2003, OCI entered into currency swap agreements with certain local banks. The swap transactions outstanding at
31 December 2003 are as follows:
Settlement
Date Amount Currency Exchange rate Period
As at 31 December 2003, the total value of this currency swap agreement was LE 75.31 million, and OCI’s obligation to close the
agreement was LE 71.81 million. The net value of this agreement amounting to LE 3.5 million is included in “Accounts receivable-
other” (note 5) in the consolidated balance sheet in accordance with International Accounting Standard (39).
The financial instruments of OCI and its subsidiaries are represented in the financial assets (cash, banks, investments in securities,
accounts receivable and some debtors and debit accounts) and financial liabilities (banks-overdraft, short-term loans, long-term
loans, suppliers and subcontractors, notes payable and some creditors and credit accounts) in the consolidated balance sheet.
The group manages this risk by matching its liabilities in foreign currencies (mainly credit facilities granted to the group) with its
sources of funds in foreign currencies (mainly customer payments).
As of 31 December 2003, the group has monetary assets denominated in foreign currencies amounting to LE 987 million, and
liabilities in foreign currencies amounting to LE 1,660 million.
Foreign currency:
US Dollar (120.4) (27.8) 53.1
Euro 9.2 22.9 –
OCI and its subsidiaries have entered into various commercial transactions with affiliated companies. The material intra-group
transactions, balances and unrealized profits have been eliminated, while balances with non-consolidated companies and joint
ventures are reported in the consolidated balance sheet under Due from and Due to affiliated companies, as follow:
22 Comparative Figures
23 Subsequent Event
On 12 January 2004, OCI made a public offering of LE 400 million six-year non-convertible bonds, issued at the face value of LE
100 per bond, which had been approved at the extraordinary general meeting of the Shareholders on 14 October 2003. The
bonds are issued in two tranches; the first constituting 60% of the total bonds issued (LE 240 million) yielding a fixed semi-annual
coupon rate of 13%, and the second constituting the remaining 40% (LE 160 million) yielding a variable semi-annual coupon rate
of 2% over the Egyptian Central Bank’s discount rate. This second bond issue by OCI was fully subscribed on 15 February 2004.
Revenue
2003 External revenue 2,945,011 1,147,502 310,631 – 4,403,144
2003 Intra-group revenue 263,796 94,600 195,928 (554,324) –
Operating profit
2003 455,522 384,626 60,531 44.473 945,152
2002 181,335 382,275 35,040 (8,970) 589,680
2001 233,811 339,689 38,990 (10,631) 601,859
Interest and dividend income
2003 8,940 497 609 – 10,046
2002 56,954 1,943 7,826 – 66,723
2001 24,580 4,306 1,784 – 30,670
Interest expense
2003 70,424 174,528 18,430 – 263,382
2002 124,795 135,281 22,285 – 282,361
2001 97,989 70,831 9,786 – 178,606
Total assets (net)
2003 4,070,801 7,388,765 1,148,660 (4,496,727) 8,111,499
2002 3,209,510 4,743,796 1,038,027 (2,663,900) 6,327,433
2001 2,888,046 2,986,847 807,912 (1,112,548) 5,633,257
Liabilities
2003 2,330,418 4,973,041 447,301 (2,973,043) 4,807,717
2002 1,944,297 2,949,027 532,313 (1,413,968) 4,011,669
2001 1,872,872 1,737,267 347,104 (353,560) 3,603,683
Depreciation and amortization
2003 76,787 162,917 21,709 (7,139) 254,274
2002 54,956 130,195 26,696 (9,490) 202,357
2001 56,142 104,905 15,985 (2,946) 174,086
Revenue
2003 2,658,071 1,047,175 1,221,801 30,421 (554,324) 4,403,144
2002 2,552,050 298,925 274,323 10,933 (225,397) 2,910,835
2001 2,477,343 742 117,279 – (180,660) 2,414,704
Total assets (net)
2003 7,504,648 4,781,099 168,007 154,472 (4,496,727) 8,111,499
2002 7,254,291 1,445,634 165,583 125,825 (2,663,900) 6,327,433
2001 6,679,752 6,524 5,538 53,994 (1,112,548) 5,633,257
* Africa includes primarily Algeria, Eritrea, Guinea, Libya, Nigeria, and Sudan.
** Asia includes primarily Afghanistan, Bahrain, Iraq, Kuwait, Qatar, and Yemen.
Investor Relations
Mr Hassan Badrawi
Tel (202) 3015477
hassan.badrawi@orascomci.com
Orascom Construction Industries (OCI) focuses on Egyptian Container Handling Company (50%)
Stevedoring services at Adabiya port
National Bag Company (75%)
Cement, building materials and agriculture bags
three high growth business activities – construction – Sokhna Port Development Company (70%)
Stevedoring services at Sokhna port Mehsas National Bag Company (50%)
– Egyptian Maritime Services (90%) Cement, building materials and foodstuff bags
services, cement manufacturing and infrastructure Inland and intermodal transportation services
National Steel Fabrication (50%)
concessions. Our Construction Group provides Nile Valley Gas Company (20%) Steel cutting, bending, welding, and painting services
Natural gas distribution in southern half of Egypt
engineering, procurement and construction services United Paints & Chemicals (50%)
Auto Gas Company (20%) Pre-blended dry plaster, putty, and tile adhesives
on industrial, commercial, infrastructure and railway Natural gas vehicle refueling stations – Egyptian Gypsum Company (45%)
Gypsum manufacturer
projects for public and private customers in the Egyptian Company for Tunnels (12%) – MBT Egypt (50%)
Maintenance of subway systems Construction chemicals
Middle East and North Africa. Our Cement Group – Den Braven Egypt (87.5%)
Silicone and acrylic sealants
owns and operates cement production plants in – A-Build Egypt (50.1%)
Waterproofing contractor
Egypt and Algeria. Our Concessions Group Alico Egypt (50%)
participates as an equity investor in long-term Building facade, curtain walling, and window systems
industrial parks and natural gas distribution systems. SCIB Chemical (15%)
Paints and building chemicals
contents
Business Segments and Activities
Orascom Construction Industries (OCI) focuses on Egyptian Container Handling Company (50%)
Stevedoring services at Adabiya port
National Bag Company (75%)
Cement, building materials and agriculture bags
three high growth business activities – construction – Sokhna Port Development Company (70%)
Stevedoring services at Sokhna port Mehsas National Bag Company (50%)
– Egyptian Maritime Services (90%) Cement, building materials and foodstuff bags
services, cement manufacturing and infrastructure Inland and intermodal transportation services
National Steel Fabrication (50%)
concessions. Our Construction Group provides Nile Valley Gas Company (20%) Steel cutting, bending, welding, and painting services
Natural gas distribution in southern half of Egypt
engineering, procurement and construction services United Paints & Chemicals (50%)
Auto Gas Company (20%) Pre-blended dry plaster, putty, and tile adhesives
on industrial, commercial, infrastructure and railway Natural gas vehicle refueling stations – Egyptian Gypsum Company (45%)
Gypsum manufacturer
projects for public and private customers in the Egyptian Company for Tunnels (12%) – MBT Egypt (50%)
Maintenance of subway systems Construction chemicals
Middle East and North Africa. Our Cement Group – Den Braven Egypt (87.5%)
Silicone and acrylic sealants
owns and operates cement production plants in – A-Build Egypt (50.1%)
Waterproofing contractor
Egypt and Algeria. Our Concessions Group Alico Egypt (50%)
participates as an equity investor in long-term Building facade, curtain walling, and window systems
industrial parks and natural gas distribution systems. SCIB Chemical (15%)
Paints and building chemicals
Orascom Construction Industries
Annual Report 2003
T (202) 3026930
F (202) 3030506 / 3440201
dynamic region
www.orascomci.com
contents
Business Segments and Activities
Orascom Construction Industries (OCI) focuses on Egyptian Container Handling Company (50%)
Stevedoring services at Adabiya port
National Bag Company (75%)
Cement, building materials and agriculture bags
three high growth business activities – construction – Sokhna Port Development Company (70%)
Stevedoring services at Sokhna port Mehsas National Bag Company (50%)
– Egyptian Maritime Services (90%) Cement, building materials and foodstuff bags
services, cement manufacturing and infrastructure Inland and intermodal transportation services
National Steel Fabrication (50%)
concessions. Our Construction Group provides Nile Valley Gas Company (20%) Steel cutting, bending, welding, and painting services
Natural gas distribution in southern half of Egypt
engineering, procurement and construction services United Paints & Chemicals (50%)
Auto Gas Company (20%) Pre-blended dry plaster, putty, and tile adhesives
on industrial, commercial, infrastructure and railway Natural gas vehicle refueling stations – Egyptian Gypsum Company (45%)
Gypsum manufacturer
projects for public and private customers in the Egyptian Company for Tunnels (12%) – MBT Egypt (50%)
Maintenance of subway systems Construction chemicals
Middle East and North Africa. Our Cement Group – Den Braven Egypt (87.5%)
Silicone and acrylic sealants
owns and operates cement production plants in – A-Build Egypt (50.1%)
Waterproofing contractor
Egypt and Algeria. Our Concessions Group Alico Egypt (50%)
participates as an equity investor in long-term Building facade, curtain walling, and window systems
industrial parks and natural gas distribution systems. SCIB Chemical (15%)
Paints and building chemicals