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Martifer — Interim / Quarterly Report 2009
Sep 2, 2009
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Interim / Quarterly Report
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MARTIFER SGPS, S.A.
INTERIM CONSOLIDATED REPORT AND FINANCIAL STATEMENTS FOR THE 1ST HALF OF 2009
IFRS / NON AUDITED
Martifer SGPS, S.A.
Portuguese Public Company (Sociedade Aberta) Registered office: Zona Industrial de Oliveira de Frades, Oliveira de Frades Registered in the Companies Registry Office of Oliveira de Frades under the single registration and incorporation number 505 127 261 Share capital: 50.000.000 Euros
INTERIM MANAGEMENT REPORT FOR THE HALF YEAR ENDED 30 JUNE 2009
MESSAGE FROM THE BOARD OF DIRECTORS
During the first six months of 2009, a series of events occurred which impacted on the operational and financial performance of Martifer. In a challenging macroeconomic environment, Martifer has endeavoured to uphold the principles of solidity and sense of responsibility in its actions, defending the interests of its stakeholders.
With regard to the financial performance of this first half, on the one hand, we would like to mention the receipt, in the second quarter, of the amount agreed with Suzlon relating to the sale of Martifer's stake in Repower Systems, AG for the amount of 205 million euros, which generated a financial gain of 161 million euros. Between December 2008 and June 2009, Martifer received in various tranches the amount agreed at the time of the public bid launched by Martifer and Suzlon, totalling 270 million euros. At this time Martifer no longer holds any shares in Repower Systems, AG.
On the other hand, the macroeconomic instability in general and the turbulence in financial markets in particular have significantly affected the development of capital intensive projects, namely in renewable energy. In this regard, we considered it prudent to evaluate the portfolio of renewable energy projects, taking into account the increased difficulty in securing financing, as well as the uncertainty regarding electricity prices. As such, the Board of Directors has decided to recognize certain provisions and impairment losses with a 38 million euro impact on the consolidated financial results and position of the Group, of which 35.5 million euro in Electricity Generation and 2.5 million euro in Energy Systems.
As such, the consolidated profit of the Group for the first half of 2009 reached 112.6 million euros, which is not comparable to the previous periods due to the aforementioned facts.
In the Metallic Construction segment, this was a six month period of backlog building, with the spotlight on Spain, where we were recently awarded two significant contracts: the metallic structure for the Ulla flyover in Galicia and the Repsol headquarters in Madrid. Together, these contracts represent almost 40 million euro of backlog. The total backlog at the end of June reached 282 million euros.
In the Energy Systems segment, we believe in a partnership policy and we have a good example of this in the joint venture with Hirschfeld Industries for the steel tower for wind turbines factory in the USA. The construction of the factory started in June and we expect to manufacture the first towers in 2010.
In the Electricity Generation segment, we have over 100MW of operational renewable assets. We are focused on a reduced number of markets where we value partnerships as a means to accelerate development, local knowledge acquisition and share risk.
As a result of the continuous assessment that the Board of Directors carries out on the development of the different businesses that compose the Martifer Group, it has been decided that the Group will reduce its economic interest in the agriculture and biofuels business segment, composed of PRIO SGPS, SA (Prio) and its associate companies.
Martifer is a founding shareholder of Prio and holds a 60% participation in its share capital. This business has demonstrated a strong rate of growth in its activity and asset base. Although Prio has achieved a certain degree of maturity, continued operational growth means that it still needs growing financial resources and specialization of its human resources.
It is our conviction that there exists value creation in the different activities of Prio subsidiaries (in the food chain, in biodiesel and in fuel distribution) that cannot be fully explored within the current corporate structure of the group; that the potential for synergies with other Martifer Group companies is limited; that the future development of Prio business will further tend towards a growing interest in the food business, which is far removed from the other activities of the Martifer Group; and that Martifer should focus its human and financial resources on other business areas, where the strategic competencies of the Group lie.
The infrastructure and renewable energy sectors have been elected by the various governments as key sectors for the boosting of their economies. Martifer's strategy lies in strong investment in these two areas: consolidating its leadership position in metallic constructions and becoming a reference player in the renewables energy sector as a developer/constructor. As a result of the performance recorded in the first six months of the year, and given the current economic and financial situation, we believe it's appropriate to update the outlook for the end of the year:
- Consolidated Revenues are expected to be slightly above the ones recorded in 2008 in all business areas;
- In Metallic Constructions we expect to reach an Ebitda Margin of 10%, in line with guidance;
- In Energy Systems we expect to reach an Ebitda Margin between 7% and 8%;
- In Electricity Generation, Ebitda will be almost residual.
Despite the challenges that Martifer, its clients and suppliers are facing in the current environment, we will continue to consolidate our competitive position in the market enabling long term value creation for our shareholders and other stakeholders.
The Board of Directors of Martifer SGPS, SA
INTERIM MANAGEMENT REPORT FOR THE HALF YEAR ENDED 30 JUNE 2009
HIGHLIGHTS
- Year on year consolidated revenue growth of 2.2% to 278.2 million euros
- EBITDA of 26.7 million euros, representing a 5.4% growth and a 9.6% margin
- Receipt of the balance of 205 million euros due from the sale of Repower Systems, AG, resulting in a financial gain of 160.9 million
- Provisions and impairment losses of 38 million euros resulting from a revaluation of assets
- Decision to reduce the economic interest of Martifer Group in the Agriculture & Biofuels segment, resulting in the classification of this segment as an 'Operational unit held for sale'
- Net profit of 112.6 million euros. Excluding the impact of non recurring events and of the contribution of the operational unit held for sale, net profit was 1.3 million euros
- Net debt of 418.2 million euros at June 2009, which represents a decrease of 67.2 million euros when compared with December 2008, on a comparable basis
SELECTED FINANCIAL INDICATORS OF THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEARS ENDED 30 JUNE 2009 AND 2008 – IFRS / NON AUDITED
| In million euro | st Half 1 2009 |
st Half 1 2008 |
Change (%) |
nd Quarter 2 2009 |
nd Quarter 2 2008 |
Change (%) |
|---|---|---|---|---|---|---|
| Continued operations | ||||||
| Revenues | 278.2 | 272.1 | 2.2% | 132.7 | 161.3 | -17,7% |
| EBITDA | 26.7 | 25.4 | 5.4% | 13.7 | 14.4 | -4,9% |
| Depreciation and amortization costs | 10.7 | 7.5 | 41.7% | 5.6 | 3.8 | 48,3% |
| Provisions and impairment losses | 39.2 | 1.5 | >100% | 39.0 | 1.4 | >100% |
| EBIT | -23.2 | 16.4 | - | -31.0 | 9.1 | - |
| Financial results | 150.4 | -0.8 | - | 157.1 | 2.2 | >100% |
| Income taxes | 3.1 | 5.2 | -40.9% | 3.1 | 2.9 | 8,1% |
| Profit after tax | 124.2 | 10.3 | >100% | 123.0 | 8.4 | >100% |
| Earnings from business units held for sale | -11.6 | -0.7 | >100% | -10.9 | -0.2 | >100% |
| Consolidated profit for the 1st half | 112.6 | 9.7 | >100% | 112.1 | 8.2 | >100% |
| Attributable to shareholders of the Group | 116.1 | 8.0 | >100% | 116.0 | 7.4 | >100% |
| Attributable to minorities | -3.5 | 1.7 | - | -3.8 | 0.8 | - |
| EBITDA Margin | 9.6% | 9.3% | +0.3 p.p. | 10.3% | 8.9% | +1,4 p.p. |
| EBIT Margin | -8.3% | 6.0% | - | -23.3% | 5.7% | - |
| EBIT Margin adjusted for non recurring events | 5.3% | 6.0% | -0.7 p.p. | 5.3% | 5.7% | -0,4 p.p. |
Note:
Revenues = Sales and services rendered, Change in production and Own work
EBITDA = Earnings before interest, taxes, depreciation and amortizations, provisions and impairment losses
EBIT = Earnings before interest and taxes
SELECTED FINANCIAL INDICATORS OF THE BALANCE SHEET FOR THE PERIODS ENDED 30 JUNE 2009 AND 31 DECEMBER 2008 AND 31 DECEMBER 2008 PROFORMA (PLEASE REFER TO NOTE) IFRS / NON AUDITED
| 31 December | ||||||
|---|---|---|---|---|---|---|
| 30 June | 31 December | Change | 2008 | Change | ||
| In million euros | 2009 | 2008 | (%) | (pro forma – please | (%) | |
| (reported) | (reported) | refer to note 1) | ||||
| Total net assets | 1,327.8 | 1.348.5 | -1.5% | 1.348.5 | -1.5% | |
| Of which from business units held for sale (2) | 312.8 | 43.3 | 622.8% | 293.3 | 6.6% | |
| Equity (before minority interests) | 381.1 | 273.3 | 39.4% | 273.3 | 39.4% | |
| Net debt (3) | 418.2 | 609.3 | -31.4% | 485.4 | -13.8% | |
| Adjusted net debt (4) | 368.8 | 356.6 | 3.4% | 232.7 | 58.5% | |
| Capex (tangible and intangible fixed assets) in the 1st half (5) | 75.4 |
Note:
(2) This caption on 30 June 2009 is composed of the assets of the Agriculture and Biofuels segment and on 31 December 2008 by the stake in the share capital of Repower Systems AG.
(3) Net debt = Net financial debt (current and non current), financial lease obligations (current and non current) minus cash and equivalents and derivatives. (4) Adjusted net debt = Net debt minus the financial stake held by Martifer in shares of EDP at market prices (2.793 euros per share on 30 June 2009 e 2.695
euros per share on 31 December 2008) and by the stake in the share capital of Repower at selling value (205 million euros on 31 December 2008).
(5) In continued operations.
(1) Balance sheet captions at 31 December 2008 excluding contributions from the business units held for sale.
INTRODUCTORY NOTE
Since January 1st 2009, the Group has changed the consolidation method of associated companies Repower Portugal and Ventipower, held by the Group in 50% and 56.6% respectively. This change occurred because in 2009 Martifer lost the right to name the Chairman of Repower Portugal due to the rotation of the post, as agreed in the shareholders agreement between Martifer and REpower Systems, AG.
The impact of this change in the consolidation method on the consolidated financial position of Martifer on 30 June 2009 was a reduction of 9.7 million euros in total assets, a reduction of 4.2 million euros in total liabilities, a reduction of 5.4 million euros in minority interests and a negligible change in consolidated equity before minority interests. In the consolidated income statement for the period ended 30 June 2009 there was a reduction in revenues of 15.9 million euros, a reduction in EBITDA of 1.4 million euros and a reduction in profit for the 1st half of 1.2 million euros.
In June 2009, associate company Martifer Renewables SGPS, SA acquired 100% of the share capital of the company Parque Eólico Penha da Gardunha, SA. This company holds a 25% stake in Ventinveste, SA, which in turn holds 100% of Ventipower. As a result, the associated company Ventipower is held in 56.6% by the Group.
In June 2009, the Group classified the Agriculture & Biofuels segment (composed of Prio SGPS, SA and its subsidiaries) as a business unit held for sale. This change resulted from the fact that a plan to reduce the economic interest of the Group in Prio, currently held in 60%, to a position that determines loss of control is being carried out. Consequently, in compliance with IFRS 5, the contribution of the earnings of this segment is presented in a separate line in the consolidated income statement and in the statement of comprehensive consolidated income for the period ended 30 June 2009, and to allow comparability, for the same period of 2008.
The contributions of the assets and liabilities of the business unit held for sale to the consolidated financial position of Martifer on 30 June 2009 are presented in separate lines to the remaining assets and liabilities of the Group.
The details of these contributions are presented in Note 3) of the Notes to the Consolidated Financial Statements that are part of this Report.
The employment of IFRS 5 did not influence the consolidated net profit or the consolidated comprehensive income of the Group in the period ended 30 June 2009.
ANALYSIS OF FINANCIAL PERFORMANCE
INTRODUCTION
Due to the material influence of the non recurring events on the consolidated results of the Martifer Group and to assist in the analysis, below we present a table with the main financial indicators of the activity in the six month periods ended 30 June 2009 and 2008 for the continued operations excluding the impact of non recurring events, namely the capital gain in the sale of Repower Systems, AG shares held by the Group of 160.9 million euros and 38.0 million euros of provisions and impairment losses in the Electricity Generation and Energy Systems segments.
| Continued operations excluding non recurring events | st Half 1 |
st Half 1 |
Change |
|---|---|---|---|
| In million euros | 2009 | 2008 | (%) |
| Revenues | 278.2 | 272.1 | 2.2% |
| EBITDA | 26.7 | 25.4 | 5.4% |
| EBITDA Margin | 9.6% | 9.3% | +0.3 p.p. |
| Depreciation and amortization costs | 10.7 | 7.5 | 41.7% |
| Provisions and impairment losses | 1.2 | 1.5 | -17.4% |
| EBIT | 14.8 | 16.4 | -9.3% |
| EBIT Margin | 5.3% | 6.0% | -0.7 p.p. |
| Financial results | -10.5 | -0.8 | >100% |
| Income taxes | 3.1 | 5.2 | -40.9% |
| Consolidated profit for the 1st half | 1.3 | 10.3 | -87.5% |
| Attributable to shareholders of the Group | 1.6 | 1.6 | 4.7% |
| Attributable to minorities | -0.3 | 8.8 | - |
REVENUES AND EBITDA
The consolidated revenues of the Martifer Group in the 1st half of 2009 reached 278.2 million euros, representing a 2.2% year on year growth, resulting from the growth in the Energy Systems (+24.5%) and in Electricity Generation (+14.1%) which compensated the decline in revenue in the Metallic Construction business area (-18.8%).
Metallic Construction represented 45% of consolidated revenues, Energy Systems 53% and Electricity Generation 3%.
| Revenues | st Half 1 |
1 | st Half | |||
|---|---|---|---|---|---|---|
| 2009 | 2008 | Change | ||||
| In million Euro | € Mn | Weight | € Mn | Weight | (%) | |
| Consolidated | 278.2 | 272.1 | 2.2% | |||
| Metallic Construction | 125.4 | 45% | 154.5 | 57% | -18.8% | |
| Energy Systems | 147.4 | 53% | 118.4 | 44% | 24.5% | |
| Electricity Generation | 8.6 | 3% | 7.5 | 3% | 14.1% | |
| Holding, elim. and adjustments | -3.2 | -1% | -8.3 | -3% | -62.0% |
The distribution of revenues by geography was as follows: Portugal 44%, Spain 7%, Central Europe 24% and Rest of the World 25%. Especially significant was the greater activity in Spain in the second quarter of 2009 when compared to previous quarters and the growing contribution from the Rest of World, as new geographies gained ground (Brazil, Angola, other EU countries).
Operational earnings before amortizations, depreciation, provisions and impairment losses – EBITDA – reached 26.7 million euros, representing a 9.6% EBITDA margin. The EBITDA margin increased 0.3 p.p. versus the 1st half of 2008 due to the stronger contribution from the Metallic Construction business area.
| st Half 1 2009 |
st Half 1 2008 |
||||
|---|---|---|---|---|---|
| EBITDA | Change | ||||
| In million Euro | € Mn | Margin | € Mn | Margin | (%) |
| Consolidated | 26.7 | 9.6% | 25.4 | 9,3% | 5.4% |
| Metallic Construction | 16.3 | 13.0% | 15.9 | 10,3% | 2.1% |
| Energy Systems | 10.8 | 7.3% | 10.2 | 8,6% | 6.0% |
| Electricity Generation | 1.7 | 19.4% | -0.4 | -5.5% | 25.4% |
| Holding, elim. and adjustments | -2.0 | -0.3 | - |
EARNINGS
In the 1st half of 2009, amortization recorded year on year growth due to the growing fixed assets of the Group resulting from the continued capital expenditures in the last 12 months.
The Group recorded provisions and impairments losses amounting to 39.2 million euros, of which 38.0 million euros resulting from the valuation of assets in the portfolio of electricity generation projects in the Electricity Generation business area, reflecting the current market conditions, and from provisions in the Energy Systems business area.
As a result, operational earnings – EBIT – were negative 23.2 million euros. Excluding the impact of non recurring events, they would be 14.8 million euros, representing an EBIT margin of 5.3%.
Net financial expenses in the 1st half 2009, excluding the 160.9 million euros capital gain in the sale of Repower Systems, AG shares, reached 10.5 million euros, of which 10.1 million euros of net interest expenses.
Operational units classified as available for sale generated a negative contribution to results of 11.6 million euros.
Thus, the Group generated 112.6 million euros of profits in the 1st half of 2009, of which 116.1 million euros attributable to the shareholders of the Group. The profit from continued operations excluding the impact from non recurring events reached 1.3 million euros, of which -0.3 million euros attributable to the Group.
INVESTMENTS
In the period, the Group recorded capital expenditures in fixed tangible and intangible assets of 75.4 million euros, mainly in the construction of electricity generation assets in Romania and in Poland.
On June 30th 2009, the Group held 17.700.000 shares of EDP - Energias de Portugal, SA. At the closing price on that date, this stake was valued at 49.4 million euros and generated a potential gain of 1,734,600 euros, which was recorded directly in the caption 'Fair value reserves – Financial assets available for sale' in equity.
FINANCIAL POSITION
At the end of June 2009, the net debt of the Group – financial debt (current and non current), financial lease obligations (current and non current) minus cash and cash equivalents – reached 418.2 million euros, representing a decrease of 67.2 million euros from the end of 2008, excluding the contribution of the Agriculture & Biofuels segment.
Net debt adjusted for the stake held by the Group in EDP shares, valued at the closing price at 30 June 2009 (49.4 million euros), reached, on that date, 368.8 million euros.
Following the revised payment schedule with Suzlon related to the sale of Martifer's stake in Repower Systems AG, Martifer received, during the first half of 2009, 205 million euros. The receipt of this amount allowed the reduction of net debt of the Group during the 1st half of 2009, despite capital expenditures in tangible fixed assets in the period of 75.4 million euros, the work in Tavira Gran Plaza shopping centre in the period (with an impact of 22.9 million euros in net debt) and the increase in working capital due to the ramping up of the new industrial units and the start of work in new contracts in the solar segment.
| st half 2009 1 In million Euro |
Metallic Construction |
Energy Systems | Electricity Generation |
Holding | Continued operations |
Operational unit held for sale |
|---|---|---|---|---|---|---|
| Investment in fixed assets in the 1st half 2009 |
9.2 | 5.3 | 58.8 | 2.1 | 75.4 | 29.0 |
| Net debt end of 1st half 2009 | 169.0 | 92.2 | 158.4 | -1.4 | 418.2 | 147.2 |
PERFORMANCE BY BUSINESS AREA
METALLIC CONSTRUCTION
| In million Euro | 1st Half 2009 |
1st Half 2008 |
Change (%) |
|---|---|---|---|
| Revenues | 125.4 | 154.5 | -19% |
| EBITDA | 16.3 | 15.9 | 2% |
| EBITDA margin | 13.0% | 10.3% | 2,7 p.p. |
| EBIT | 12.3 | 12.4 | 0% |
| EBIT margin | 9.8% | 8.0% | 1,8 p.p. |
| Net financial expenses | 4.1 | 0.8 | 399% |
| Tax | 1.6 | 3.8 | -58% |
| Profit for the 1st half | 6.7 | 7.7 | -14% |
| Attrib. to minorities | 1.8 | 0.9 | 107% |
| Attrib. to the Group | 4.9 | 6.9 | -29% |
| In million Euro | June 2009 |
|---|---|
| Net debt | 169.0 |
| Capex (in fixed tangible and intangible assets) | 9.2 |
In the 1st half of 2009, revenues of Metallic Construction decreased 19% versus the same period last year and reached 125.4 million euros.
As already witnessed in the 1st quarter, raw material prices, especially steel and aluminium, continued to record year on year decreases resulting in a fall in revenues. There was also a year on year decrease in activity in the second quarter. External markets represented 44% of revenues in the 1st half of 2009, in line with the same period of 2008.
EBITDA reached 16.3 million euros, representing a 13.0% EBITDA margin versus a 10.3% margin in the same period last year. The completion of Tavira Gran Plaza in June 2009 and the recording of this asset as an investment property resulted in a 2.7 million euro impact on operational earnings in the period. The property related to the anchor shop of this shopping centre is not recorded as an investment property and is expected to be sold in the 3rd quarter of 2009.
Profit for this business area was negatively impacted by net financial expenses (4.1 million euros). This business continues to be influenced by currency losses in the activity in Poland and Romania. Profit for the 1st half reached 6.7 million euros.
Capital expenditure in the period achieved 9.2 million euros, mainly in the construction of the industrial units in Angola, which will enter into operation in the second half of 2009.
Compared to the end of 2008, net debt increased by 12.8 million euros to 169.0 million euros, mainly due to the increase in lease obligations relating to the construction of Tavira Gran Plaza, which contributed with 22.9 million euros to the increase in net debt. The value of investment properties at the end of June reached 57 million euros (9.5 million euros in the Benavente Industrial Park and 47.5 million euros in Tavira Gran Plaza shopping centre).
The backlog in Metallic Construction at June 2009 was of 282 million euro, 18 million euros higher than the value at the end of 2008. Of special importance is that in the 2nd quarter Martifer was awarded some relevant projects in Spain, namely the construction of the steel structure for a high speed railway bridge for the Eixo Atlántico in Galicia worth 20.8 million euros and the steel structure for the Repsol headquarters in Madrid worth 17.5 million euros. After the end of the 1st half, Martifer was awarded the construction of the metallic structure for a Renault factory in Morocco, a contract worth 25 million euros to be completed in 2010.
Some significant projects in progress (Project, Country, Value, Conclusion date)
Pego power station – Abrantes, Portugal - €7 Mn – 2010 Galp Sines refinery - Sines, Portugal - €6 Mn – 2009 Zerozero tower – Barcelona, Spain - €4.7 Mn – 2009 Corporate headquarters – Luanda, Angola - US\$8 Mn – 2009 Ulla Bridge – Corunha, Spain – €20.8 Mn – 2010 Repsol head office – Madrid, Spain – €17.5 Mn – 2010
Backlog: €282 Mn
ENERGY SYSTEMS
| In million Euro | 1st Half 2009 |
1st Half 2008 |
Change (%) |
|---|---|---|---|
| Revenues | 147.4 | 118.4 | 24% |
| EBITDA | 10.8 | 10.2 | 6% |
| EBITDA margin | 7.3% | 8.6% | -1.3 p.p. |
| EBIT | 5.2 | 8.3 | -38% |
| EBIT margin | 3.5% | 7.0% | -3.5 p.p. |
| Net financial expenses | 3.4 | -0.4 | - |
| Tax | 1.3 | 2.2 | -40% |
| Profit for the 1st half | 0.4 | 6.5 | -94% |
| Attrib. to minorities | -0.1 | 1.3 | -105% |
| Attrib. to the Group | 0.5 | 5.2 | -91% |
| Profit for the 1st half adjusted for non recurring events |
2.9 | 6.5 | -55% |
| In million Euro | June 2009 | |
|---|---|---|
| Net debt | 92,2 | |
| Capex (in fixed tangible and intangible assets) | 5,3 | |
| Revenues In million Euro |
1st Half 2009 |
1st Half 2008 |
| Wind – turnkey * | 72 | 33 |
| Wind – components * | 23 | 18 |
| Solar – turnkey + modules | 46 | 51 |
| Engineering + others | 26 | 20 |
* considering 100% of Repower Portugal and Gebox (both held in 50% and consolidated proportionally) and before eliminations
In the 1st half of 2009, revenues from the Energy Systems business area reached 147.4 million euros, representing a 24% year on year growth, mainly due to the contribution from the wind farm construction activity.
In this period, the consolidation method of Repower Portugal, 50% held by the Group, was changed from integral to proportional. The change in consolidation method of Repower Portugal had a negative impact of 15.9 million euros on the revenues of the period.
Consolidated revenues (after intersegment eliminations) from the wind power segment reached 82 million euros, of which 57 million euros relating to the construction of wind farms and 25 million euros from the production of equipment (towers, gearboxes and other components) and turbine assembly.
The growth in the wind farm construction business results from activity in Romania and Portugal. The positive evolution of revenues in the wind components results mainly from the start of operation of the components factory and the turbine assembly unit.
The consolidated revenues in the solar segment reached 45.8 million euros. The fall in year on year revenues is due to higher than normal activity in Spain in 2008 and to the lower price for PV systems in this period.
The EBITDA margin in the 1st half of 2009 was 7.3% and is below the margin of the same period last year due to the ramping up of the new industrial units that are working below installed capacity.
In the 1st half, provisions and impairment losses were recorded in associate Gebox that designs and manufactures gearboxes for wind turbines. These impairments had a 2.5 million euro impact on the profits of this business area and result from the assessment that some equipment was carried at higher amount than its economic value and from the impairment in inventories.
The growth in financial expenses results from the higher level of debt. It is important to mention that this business area invested heavily over the last 12 months, namely in the factories in the wind power division and in the modules factory in the solar division. Also contributing to net debt increase was the higher level of working capital, as several projects in the solar division began the construction stage this last quarter, mainly in Spain, Italy and Belgium. Net profit in the Energy Systems business area reached 0.4 million euros.
Capital expenditure in the period of 5.3 million euros was mainly in the wind power segment.
ELECTRICITY GENERATION
| In million Euro | 1st Half 2009 |
1st Half 2008 |
Change (%) |
|---|---|---|---|
| Revenues | 8.6 | 7,5 | 14,1% |
| EBITDA | 1.7 | -0,4 | - |
| EBITDA margin | 19.4% | -5,5% | - |
| EBIT | -38.1 | -3,8 | - |
| EBIT margin | -444.4% | -50,3% | - |
| Net financial expenses | 1.4 | 0,4 | 285% |
| Tax | 0.2 | -0,6 | - |
| Profit for the 1st half | -39.7 | -3,5 | - |
| Attrib. to minorities | -0.1 | -0,6 | - |
| Attrib. to the Group | -39.6 | -3,0 | - |
| Profit for the 1st half adjusted for non recurring events |
-4,2 | -3,5 | - |
| In million Euro | June 2009 |
|---|---|
| Net debt | 158,4 |
| Capex (in fixed tangible and intangible assets) | 58,8 |
Revenues in the 1st half of 2009 reached 8.6 million euros and result mainly from electricity sales from the wind farms in Germany (3.8 million euros) and Brazil (1.9 million euros), and from the solar PV parks in Spain (1.7 million euros). There is also a small contribution from recently commissioned wind farms 50% held by the Group in Portugal (Baião and Vila Franca de Xira) and from the Leki wind farm in Poland.
Wind farms in operation are gradually moving towards normal profitability levels. However, fixed and development costs still have a significant weight, leading to a negative impact on EBITDA. Investment in the 1st half reached 58.8 million euros of which 34.8 million euros in Romania, 13.0 million euros in Poland, 5.1 million euros in Portugal, 2.6 million euros in the USA and 1.7 million euros in Spain. At this time the Group has 104.3 MW in operation (Portugal 18.9 MW, Spain 7.6 MW, Poland 10.0 MW, Brazil 14.7 MW and Germany 53.1 MW).
Net debt of 158.4 million euros includes 47.0 million euros of project financing relating to wind farms in Germany and Brazil, 12.8 million euros of the Group's share of the lease obligations relating to the wind farms in Portugal and about 49 million euros of debt relating to financial investments.
Due to the macroeconomic instability in general and the turbulence of the financial markets in particular, a valuation of the portfolio of projects was undertaken which resulted in the recognition of 35.5 million euros of impairments, of which we highlight:
-
in the German subsidiaries : reduction of the carrying value of the licenses related to the Bippen and Holleben wind farms in the amount of 9.7 million euros, resulting from the incorporation of recent operational performance;
-
in several associate companies in Eastern Europe due to: (i) difficulty in the licensing and development of some projects; (ii) negative impact on internal rates of return resulting from the current conditions for project financing; and (iii) local regulatory uncertainty, the decision was taken to recognize impairments in Romania (13.4 million euros), Ukraine (6.0 million euros) and Slovakia (1.9 million euros).
| Country / Project | Capacity under development (MW) |
Type of tariff in the market |
Current status | Martifer stake |
|
|---|---|---|---|---|---|
| Portugal | Wind | 400 + 80 | Feed-in | Under development | 56,6% |
| Poland | Wind | 531 | Market / PPA | 16 MW in construction | 100% |
| Romania | Wind | 358 | Market / PPA | 42 MW in construction | 100% |
| USA (Texas) | Wind | 816 | Market / PPA | Under development | 72% |
| Brazil | Wind | 374 | Auction | Under development | 55% |
| Australia | Wind | 1 000 | PPA | Under development | 25% |
Main projects under development (does not include operating assets identified above)
RISKS AND UNCERTAINTIES FOR FUTURE PERIODS
The Martifer Group activity is grounded in the assumption of business continuity and value maximization. Thus, Martifer continually seeks to improve its strategic positioning and reinforce its competitive position in the sectors where it operates.
Martifer still seeks to identify risks, monitor the identified risks and implement corrective measures whenever it sees necessary, in order to limit possible impact on the Group's performance.
In this process, an assessment was made of the Group's assets, mainly in the Electricity Generation business area, which resulted in a set of provisions and impairment losses, described in this report.
Regarding the debt policy of the Group, it is Martifer's aim to maintain a robust balance sheet and a suitable coverage level, namely in two strategic business areas, Metallic Constructions and Electricity Generation.
With regard to the former, the financial market crisis led to greater pressure on working capital management, with particular emphasis on the need for a careful allocation of plafonds to clients. As regards the latter, the financial markets contraction and consequent increase in project finance structures, in terms of profitability requirements and time to structure operations, may impact the normal development of the business.
In general, Martifer moves towards to a closer match between the financing structures and maturities and project characteristics: project finance solutions have been sought in operations related to the area of development of electricity generation projects, while instruments of shorter term have been privileged in the working capital management.
The Group holds a relevant stake in EDP – Energias de Portugal, SA (EDP), representing circa 0.5% of its share capital. Unfavourable changes in the stock price of EDP can impact upon the income statement of the Group, if that change is objective evidence of impairment. The Group considers this investment to be strategic in nature, and as such has not hedged its exposure to the price risk.
Regarding inherent risks in different business areas, in the Metallic Constructions area the global crisis has conditioned the activity in some markets where the group operates, particularly in Spain and Central Europe.
On the other hand, since September 2008 we have seen an overall drop in the steel price in international markets. However, it is not expected that this decrease will impact in terms of profitability in the area.
In the Energy Systems area, greater levels of activity are expected in the second half because of predicted growth in solar turnkey projects. The nature of this activity carries a risk from the potential delays in obtaining financing or the necessary licenses by the end customers, with the consequent postponement of the deadlines for beginning work. Moreover, delays at the start of contract work may lead to difficulties in disposing of the production of the modules factory. It is expected that the drop in equipment prices in this segment that occurred in the first half of 2009 must stabilize in the second half of the year.
The wind segment expects to see a slowdown in the turnkey construction of wind farms with the completion of most works in progress. As these projects are in the final stage of construction, inherent risks of delays in execution are not expected and, consequently, no penalties. Regarding the activity of equipment production, in the second half of year the same level of Revenues are expected as in the first half, the main risks being related to the current economic climate, namely the credit market constraints that may lead to delays in the execution of projects from our clients and, consequently, the delay of the delivery of current orders for next year. Additionally, a reduction of the margin in this segment imposed by declining demand is expected
In the Electricity Generation area, the aforementioned contraction of financial markets requires an increasing robustness of the projects, in terms of resource, regulatory environment and financial structure. The combination of these two factors determines the implementation of procedures of periodic assessment of the projects under operation and development by the companies in this business area. In the second quarter of this year, the assets revaluation resulted in the registration of provisions and impairment losses already described. At the same time, the uncertainty of obtaining the appropriate financial structure for the projects may condition the development pace of the projects and consequently the start of park construction. Martifer believes that the best way to mitigate this additional complexity in business is the establishment of partnerships in each of the geographies.
The Group is implementing a plan to reduce its economic interest in the business area of Agriculture & Biofuels, currently at 60%. The eventual conclusion of this operation by the end of the year may impact the financial statements of the Group. This impact is not possible to quantify at this time.
OUTLOOK
Given the prospects of the company at the beginning of the year and the operating performance in the first half, the Board of Directors decided to make the following updates in the guidance up to the end of the year:
The Metallic Construction area is expected to finish the fiscal year with profits slightly above those reported last year and an Ebitda Margin of circa 10%, in line with previous expectations, the same to be applied to Capex.
The Energy Systems area expects Revenues in line with last year and an Ebitda Margin between 7% and 8%. With regard to the annual Capex, a reduction to 26 million euros is estimated, due largely to the shared investment in the tower fabrication plant in the US.
The Electricity Generation area, though anticipating the achievement of Guidance in terms of Revenues (expected to reach about 18 million), Ebitda will be residual as a result of higher costs incurred in the business structure and operating costs higher than expected associated with the entry into operation of new farms. Annual Capex should be approximately 100 million euros. This reduction on previous expectations is due to delays in licensing some of the projects.
MARTIFER SHARES
Martifer has been on Euronext Lisbon since June 2007. The closing price on June 30th 2009 was 3.42 euros per share, valuing Martifer's equity at 342.000.000 euros. Year to June, Martifer fell 9%. In the same period, the PSI-20 benchmark index gained 11%. The daily average trading volume in the period was 61.524 shares.
STATEMENTS OF COMPLIANCE ACCORDING TO ARTICLE 246 OF THE SECURITIES CODE (Código de Valores Mobiliários)
STATEMENT BY THE BOARD OF DIRECTORS
In the terms paragraph c) of the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários)
Dear Shareholders,
In accordance with paragraph c) on the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários), we hereby declare that, to the best of our knowledge:
(i) the financial consolidated statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2009 were compiled according to the applicable accounting standards, giving a true and appropriate picture of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter;
(ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the financial consolidated statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months.
Oliveira de Frades, 27th August 2009
The Board of Directors
Carlos Manuel Marques Martins Jorge Alberto Marques Martins
António Manuel Serrano Pontes Mário Jorge Henriques Couto
Jorge Paulo Sacadura Almeida Coelho Eduardo Jorge de Almeida Rocha
José Manuel de Almeida Rodrigues Luís A. de Castro de Valadares Tavares
Jorge Bento Ribeiro Barbosa Farinha
STATEMENT BY THE SUPERVISORY BOARD
In the terms paragraph c) of the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários)
Dear Shareholders,
In accordance with the law, statutes and our mandate, we hereby declare that, to the best of our knowledge:
(i) the financial consolidated statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2009 were compiled according to the applicable accounting standards, giving a true and appropriate picture of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter;
(ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the financial consolidated statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months.
Oliveira de Frades, 27th August 2009
___________________________________________________
___________________________________________________
___________________________________________________
Manuel Simões de Carvalho e Silva
President of the Supervisory Board
Carlos Alberto de Oliveira e Sousa
Member of the Supervisory Board
Carlos Alberto da Silva e Cunha
Member of the Supervisory Board
MANDATORY INFORMATION
SHARE DEALINGS ON THE FIRST HALF 2009 COMUNICATED BY GOVERNING BODIES AND RELATED PARTIES
According to number 7 of article 14 of CMVM Regulation 5/2008
| Date | Purchase | Sale | Average price |
Date | Purchase | Sale | Average price |
|---|---|---|---|---|---|---|---|
| 05-Jan-2009 | 21,410 | 3.64 € | 03-Apr-2009 | 8,110 | 2.85 € | ||
| 13-Jan-2009 | 5,000 | 3.55 € | 08-Apr-2009 | 3,237 | 2.77 € | ||
| 27-Jan-2009 | 4,806 | 3.38 € | 06-Apr-2009 | 770 | 2.85 € | ||
| 30-Jan-2009 | 5,000 | 3.35 € | 07-Apr-2009 | 3,020 | 2.82 € | ||
| 02-Feb-2009 | 14,633 | 3.32 € | 08-Apr-2009 | 3,237 | 2.83 € | ||
| 03-Feb-2009 | 2,050 | 3.32 € | 09-Apr-2009 | 11,760 | 2.92 € | ||
| 04-Feb-2009 | 17,000 | 3.30 € | 14-Apr-2009 | 10,270 | 2.92 € | ||
| 05-Feb-2009 | 11,570 | 3.28 € | 15-Apr-2009 | 3,215 | 3.04 € | ||
| 06-Feb-2009 | 1,650 | 3.31 € | 16-Apr-2009 | 12,110 | 3.21 € | ||
| 09-Feb-2009 | 1,070 | 3.32 € | 17-Apr-2009 | 6,610 | 3.43 € | ||
| 10-Feb-2009 | 7,431 | 3.32 € | 20-Apr-2009 | 13,160 | 3.22 € | ||
| 11-Feb-2009 | 1,666 | 3.29 € | 21-Apr-2009 | 8,590 | 3.28 € | ||
| 12-Feb-2009 | 1,219 | 3.27 € | 22-Apr-2009 | 1,811 | 3.24 € | ||
| 13-Feb-2009 | 1,450 | 3.29 € | 23-Apr-2009 | 1,370 | 3.30 € | ||
| 16-Feb-2009 | 1,290 | 3.27 € | 24-Apr-2009 | 2,500 | 3.16 € | ||
| 17-Feb-2009 | 6,931 | 3.20 € | 28-Apr-2009 | 6,546 | 3.38 € | ||
| 18-Feb-2009 | 1,535 | 3.14 € | 06-May-2009 | 4,130 | 3.47 € | ||
| 19-Feb-2009 | 4,951 | 3.10 € | 07-May-2009 | 10,000 | 2.85 € | ||
| 20-Feb-2009 | 2,341 | 3.12 € | 08-May-2009 | 4,748 | 3.46 € | ||
| 23-Feb-2009 | 2,150 | 3.12 € | 11-May-2009 | 2,100 | 3.50 € | ||
| 24-Feb-2009 | 5,435 | 3.05 € | 12-May-2009 | 15,013 | 3.37 € | ||
| 13-Mar-2009 | 6,027 | 2.82 € | 13-May-2009 | 530 | 3.25 € | ||
| 16-Mar-2009 | 1,600 | 2.84 € | 03-Jun-2009 | 5,000 | 3.41 € | ||
| 17-Mar-2009 | 825 | 2.80 € | 04-Jun-2009 | 6,700 | 3.36 € | ||
| 18-Mar-2009 | 1,050 | 2.79 € | 08-Jun-2009 | 5,000 | 3.27 € | ||
| 19-Mar-2009 | 6,280 | 2.78 € | 09-Jun-2009 | 70 | 3.32 € | ||
| 20-Mar-2009 | 7,400 | 2.68 € | 10-Jun-2009 | 50 | 3.32 € | ||
| 23-Mar-2009 | 500 | 2.70 € | 11-Jun-2009 | 350 | 3.31 € | ||
| 24-Mar-2009 | 2,531 | 2.71 € | 12-Jun-2009 | 100 | 3.43 € | ||
| 26-Mar-2009 | 4,950 | 2.64 € | 15-Jun-2009 | 2,330 | 3.45 € | ||
| 27-Mar-2009 | 8,705 | 2.59 € | 17-Jun-2009 | 1,360 | 3.36 € | ||
| 30-Mar-2009 | 3,300 | 2.59 € | 18-Jun-2009 | 4,350 | 3.27 € | ||
| 31-Mar-2009 | 3,805 | 2.57 € | 23-Jun-2009 | 6,755 | 3.42 € | ||
| 01-Apr-2009 | 4,310 | 2.63 € | 30-Jun-2009 | 3,000 | 3.42 € | ||
| 02-Apr-2009 | 3,675 | 2.73 € |
| I'M SGPS, SA - Share dealings of the first half 2009 | |||||||
|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | ------------------------------------------------------ | -- |
| price | Date | Purchase | Sale | Average price |
|---|---|---|---|---|
HOLDINGS OF MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
In accordance with paragraph b) of number 1 of article 9 of the CMVM Regulation 5/2008
| Management and Supervisory Body | Number of shares on 30 June 2009 |
|
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 70,030 |
| Jorge Alberto Marques Martins | Board of Directors | 131,760 |
| I'M – SGPS, S.A. * | Board of Directors | 41,520,570 |
| António Manuel Serrano Pontes | Board of Directors | 70,447 |
| Jorge Paulo Sacadura Almeida Coelho | Board of Directors | 0 |
| Eduardo Jorge de Almeida Rocha | Board of Directors | 20,000 |
| Mário Jorge Henriques Couto | Board of Directors | 0 |
| José Manuel de Almeida Rodrigues | Board of Directors | 24,453 |
| MOTA-ENGIL, SGPS, S.A. ** | Board of Directors | 37,500,000 |
| Luís Valadares Tavares | Board of Directors | 0 |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | 0 |
| Manuel Simões de Carvalho e Silva | Supervisory Board | 0 |
| Carlos Alberto da Silva e Cunha | Supervisory Board | 0 |
| Carlos Alberto de Oliveira e Sousa | Supervisory Board | 0 |
| Américo Agostinho Martins Pereira | Statutory Auditor | 0 |
| José Carreto Lages | Chairman of the General Meeting | 0 |
* Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins hold the total share capital of I'M – SGPS, S.A., and are Chairman and Member of the Board of Directors, respectively.
** Directors Eduardo Jorge de Almeida Rocha and Jorge Paulo Sacadura Almeida Coelho are Directors of MOTA-ENGIL, SGPS, S.A.
QUALIFIED SHAREHOLDINGS
In accordance with paragraph a) of number 1 of article 9 of the CMVM Regulation 5/2008
| Shareholder | Number of shares |
Percentage of the share capital |
Percentage of voting rights |
|---|---|---|---|
| I'M – SGPS, SA | 41,520,570 | 41.52% | 41.52% |
| Carlos Manuel Marques Martins * | 70,030 | 0.07% | 0.07% |
| Jorge Alberto Marques Martins * | 131,760 | 0.13% | 0.13% |
| Total | 41,722,360 | 41.72% | 41.72% |
| Mota - Engil – SGPS, SA | 37,500,000 | 37.50% | 37.50% |
| Eduardo Jorge de Almeida Rocha ** | 20,000 | 0.02% | 0.02% |
| Total | 37,520,000 | 37.52% | 37.52% |
* Member of a governing body of I'M SGPS, SA; ** Member of a governing body of Mota - Engil SGPS, SA;
CONSOLIDATED FINANCIAL STATEMENTS FOR THE 1ST HALF 2009 IFRS / NON AUDITED
CONSOLIDATED SEPARATE INCOME STATEMENTS FOR THE 6 MONTH AND 3 MONTH PERIODS ENDED AT 30 JUNE 2009 AND 2008
(Translation of consolidated financial statements originally issued in Portuguese - Note 28)
| Notes | st Half 1 2009 - IFRS (non audited) |
st Half 1 2008 - IFRS (non audited) |
nd Quarter 2 2009 - IFRS (non audited) |
nd Quarter 2 2008 - IFRS (non audited) |
|
|---|---|---|---|---|---|
| Sales and services rendered | 4 and 5 | 219,488,592 | 237,976,262 | 112,335,621 | 136,010,898 |
| Other income | 6 | 58,714,962 | 34,159,877 | 23,260,229 | 25,312,162 |
| Cost of goods sold and subcontractors | (189,116,495) | (188,108,589) | (86,175,355) | (112,999,479) | |
| Gross profit | 89,087,058 | 84,027,551 | 49,420,494 | 48,323,582 | |
| External supplies and services | (34,586,462) | (35,771,031) | (18,827,649) | (21,782,092) | |
| Staff costs | (35,853,896) | (22,320,125) | (18,837,680) | (12,676,627) | |
| Other gains and losses | 7 | 8,085,390 | (571,112) | 1,906,434 | 500,779 |
| 5 | 26,732,090 | 25,365,283 | 13,661,600 | 14,365,641 | |
| Amortizations | 5, 12 and 13 | (10,694,424) | (7,546,639) | (5,606,678) | (3,780,086) |
| Provisions and impairment losses | 8 | (39,200,838) | (1,456,670) | (39,028,438) | (1,449,242) |
| Operating Income | 5 | (23,163,171) | 16,361,974 | (30,973,515) | 9,136,313 |
| Financial Income | 9 | 172,426,378 | 8,978,443 | 161,564,921 | 6,254,989 |
| Financial Expenses | 9 | (21,994,242) | (9,804,804) | (4,618,265) | (4,069,289) |
| Gains and losses on associated companies | (21,203) | (465) | 171,109 | (465) | |
| Income tax | (3,068,495) | (5,190,937) | (3,128,499) | (2,894,373) | |
| Profit after tax | 124,179,266 | 10,344,210 | 123,015,751 | 8,427,175 | |
| Earnings of the business unit held for sale | 3 | (11,619,112) | (674,274) | (10,891,216) | (199,718) |
| Attributable to: | |||||
| Minority Interests | 3 | (5,151,007) | 148,820 | (4,810,713) | 473,124 |
| Shareholders of Martifer | 3 | (6,468,105) | (823,094) | (6,080,503) | (672,842) |
| Profit for the period | 112,560,154 | 9,669,936 | 112,124,535 | 8,227,456 | |
| Attributable to: | |||||
| Minority Interests | (3,510,813) | 1,715,695 | (3,840,805) | 809,989 | |
| Equity Holders of Martifer | 116,070,967 | 7,954,241 | 115,965,340 | 7,417,467 | |
| Earnings per share: | |||||
| Basic | 10 | 1.1607 | 0.0795 | 1.1597 | 0.0742 |
| of continued operations | 10 | 1.2254 | 0.0877 | 1.2205 | 0.0809 |
| of business unit held for sale | 10 | (0.0647) | (0.0082) | (0.0608) | (0.0067) |
| Diluted | 10 | 1.1607 | 0.0795 | 1.1597 | 0.0742 |
| of continued operations | 10 | 1.2254 | 0.0877 | 1.2205 | 0.0809 |
| of business unit held for sale | 10 | (0.0647) | (0.0082) | (0.0608) | (0.0067) |
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION AT 30 JUNE 2009 AND 31 DECEMBER 2008
(Translation of consolidated financial statements originally issued in Portuguese - Note 28)
| Notes | 30 June 2009 - IFRS (non audited) |
31 December 2008 - IFRS (non audited) |
|
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Goodwill | 11 | 50,100,292 | 67,995,855 |
| Intangible assets | 12 | 51,065,838 | 56,844,217 |
| Tangible assets | 13 | 387,080,889 | 503,425,141 |
| Investment property | 14 | 57,013,000 | 9,505,000 |
| Investments in associated companies | 55,147 | 30,243 | |
| Available for sale investments | 15 | 49,471,348 | 48,400,490 |
| Other non current receivables | 3,970,601 | 2,059,914 | |
| Deferred tax assets | 9,028,395 | 13,556,397 | |
| 607,785,510 | 701,817,256 | ||
| Non-current assets held for sale | - | 43,272,091 | |
| Assets of the business unit held for sale | 3 | 312,759,082 | - |
| Current assets | |||
| Inventories | 16 | 74,146,845 | 155,512,651 |
| Biological assets | 16 | - | 6,214,509 |
| Trade receivables | 125,601,496 | 180,200,925 | |
| Other receivables | 30,616,428 | 40,091,096 | |
| Current tax assets | 48,263,304 | 65,720,440 | |
| Other current assets | 17 | 80,476,195 | 75,524,379 |
| Derivatives | (784,358) | (4,128,504) | |
| Cash and cash equivalents | 48,935,321 | 84,275,825 | |
| 407,255,231 | 603,411,321 | ||
| Total assets | 5 | 1,327,799,822 | 1,348,500,668 |
| Equity | |||
| Share capital | 18 | 50,000,000 | 50,000,000 |
| Reserves | 215,016,334 | 215,874,718 | |
| Profit for the period | 116,070,967 | 7,439,955 | |
| Equity attributable to shareholders of the Group | 381,087,301 | 273,314,673 | |
| Minority interests | 19,876,571 | 60,375,467 | |
| Minority interests attributable to the business unit held for sale | 3 | 32,876,659 | - |
| Total equity | 433,840,532 | 333,690,141 | |
| Liabilities | |||
| Non-current liabilities | |||
| Loans | 19 | 160,631,483 | 168,617,782 |
| Obligations under finance leases | 28,323,865 | 68,952,493 | |
| Other liabilities | 3,234,144 | 2,353,647 | |
| Provisions | 21 | 7,518,476 | 3,937,654 |
| Deferred tax liabilities | 7,996,473 | 9,844,754 | |
| 207,704,442 | 253,706,329 | ||
| Liabilities related to the assets of the business unit held for sale | 3 | 204,100,594 | - |
| Current liabilities | |||
| Loans | 19 | 270,086,053 | 439,881,095 |
| Obligations under finance leases | 7,340,654 | 11,989,447 | |
| Trade payables | 78,640,752 | 135,236,807 | |
| Other debtors | 62,509,935 | 66,646,751 | |
| Current tax liabilities | 11,630,846 | 16,274,529 | |
| Other liabilities | 20 | 51,946,014 | 91,075,569 |
| 482,154,254 | 761,104,198 | ||
| Total liabilities | 5 | 893,959,290 | 1,014,810,527 |
| Total equity and liabilities | 1,327,799,822 | 1,348,500,668 |
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME FOR THE 6 MONTH PERIODS ENDED AT 31 JUNE 2009 AND 2008
(Translation of consolidated financial statements originally issued in Portuguese - Note 28)
| st Quarter 1 2009 - IFRS (non audited) |
st Quarter 1 2008 - IFRS (non audited) |
|
|---|---|---|
| Profit for the period | 112,560,154 | 9,669,935 |
| Other comprehensive income | ||
| Fair value of cash flow hedges (derivatives) | (1,576,097) | 110,995 |
| Fair value of available for sale financial investments | 1,734,600 | (21,744,838) |
| Exchange differences arising on (i) translation of financial statements expressed in foreign currencies and (ii) net investment in subsidiaries |
(7,961,915) | 4,644,560 |
| Gains on property revaluation | - | 1,428,954 |
| Income recognized directly in equity in the period | (7,803,412) | (15,560,329) |
| Total comprehensive income for the period | 104,756,742 | (5,890,394) |
| Total comprehensive income attributable: | ||
| To minority interests | (4,094,514) | 3,393,710 |
| To shareholders of the Group | 108,851,257 | (9,284,104) |
| D 2008 | |
|---|---|
| DED AT 30 JUNE 2009 AN | |
| ODS EN | |
| ONTH PERI | |
| OR THE 6 M | |
| QUITY F | |
| N E | |
| OF CHANGES I | |
| DATED STATEMENTS | |
| OLI | |
| ONS | |
| C | |
(Translation of consolidated financial statements originally issued in Portuguese - Note 28)
| Fair value reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Revaluation of fixed assets |
Available for sale investments |
derivatives Hedging |
Foreing currency transalation reserve |
Others | for the period Net earnings |
Equity attributable to shareholders of the Group |
Equity attributable to minority interests |
|
| Balance at 1 January 2008 | 50,000,000 | 186,500,000 | 12,139,606 | 252,250 | 362,931 | (3,641,487) | 9,747,990 | 26,423,647 | 281,784,936 | 3,690,499 |
| Appropriation of the profit of 2007 | - | - | - | - | - | - | 26,423,647 | (26,423,647) | - | - |
| translation of financial statements expressed in foreign currencies and (ii) net investment Exchange differences arising on (i) in subsidiaries |
- | - | - | - | - | 2,966,546 | - | - | 2,966,546 | 1,678,014 |
| Gain on the revaluation of land and buildings | - | - | 1,428,954 | - | - | - | - | - | 1,428,954 | - |
| Transfers | - | - | - | - | 2,151,513 | - | (2,151,513) | - | - | - |
| Other changes in the equity of subsidiaries | - | - | - | (21,744,838) | 110,995 | - | (2,643,265) | - | (24,277,108) | 44,307,016 |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | - | (547,354) |
| Profit for the period | - | - | - | - | - | - | - | 7,954,239 | 7,954,239 | 1,715,697 |
| Balance at 30 June 2008 | 50,000,000 | 186,500,000 | 13,568,560 | (21,492,588) | 2,625,439 | (674,941) | 31,376,859 | 7,954,239 | 269,857,567 | 50,843,872 |
| Balance at 1 January 2009 | 50,000,000 | 186,500,000 | 17,549,418 | 2,841,818 | (1,705,601) | (22,974,300) | 33,663,383 | 7,439,955 | 273,314,673 | 60,375,467 |
| Appropriation of the profit of 2008 | - | - | - | - | - | - | 7,439,955 | (7,439,955) | - | - |
| translation of financial statements expressed in foreign currencies and (ii) net investment Exchange differences arising on (i) in subsidiaries |
- | - | - | - | - | (9,786,888) | - | - | (9,786,888) | (356,855) |
| Exchange difference in goodwill | - | - | - | - | - | 1,931,456 | - | - | 1,931,456 | 250,373 |
| Other changes in the equity of subsidiaries | - | - | - | 1,734,600 | (1,098,878) | - | (1,078,628) | - | (442,906) | (207,254) |
| Dividend distributions | - | - | - | - | - | - | - | - | - | (450,000) |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | - | (3,347,687) |
| Profit for the period | - | - | - | - | - | - | - | 116,070,967 | 116,070,967 | (3,510,813) |
| Balance at 30 June 2009 | 50,000,000 | 186,500,000 | 17,549,418 | 4,576,418 | (2,804,479) | (30,829,733) | 40,024,710 | 116,070,967 | 381,087,301 | 52,753,231 |
CONSOLIDATED CASH FLOW STATEMENTS FOR THE 6 MONTH AND 3 MONTH PERIODS ENDED AT 30 JUNE 2009 AND 2008
(Translation of consolidated financial statements originally issued in Portuguese - Note 28)
| st Half 1 2009 - IFRS (non audited) |
st Half 1 2008 - IFRS (non audited) |
nd Quarter 2 2009 - IFRS (non audited) |
nd Quarter 2 2008 - IFRS (non audited) |
|
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Cash receipts from trade debtors | 377,693,635 | 335,079,347 | 200,162,939 | 140,867,219 |
| Cash paid to suppliers | (308,996,309) | (323,508,689) | (154,607,181) | (135,733,908) |
| Payments to employees | (40,061,266) | (17,877,928) | (21,006,164) | (9,229,606) |
| Cash flow generated by the operations | 28,636,060 | (6,307,270) | 24,549,594 | (4,096,296) |
| Income taxes (paid)/received | (4,362,863) | (3,119,700) | (6,947,191) | (1,911,494) |
| Other cash receipts/(payments) relating to operating activities | 4,175,353 | (33,831,646) | 482,982 | (36,562,389) |
| Others | (187,510) | (36,951,346) | (6,464,209) | (38,473,883) |
| Net cash flow from operating activities (1) | 28,448,550 | (43,258,616) | 18,085,385 | (42,570,179) |
| INVESTING ACTIVITIES | ||||
| Cash receipts arising from | ||||
| Investments | 182,499,473 | 2,274,706 | 182,499,473 | 2,274,706 |
| Tangible assets | 720,162 | 608,616 | 34,657 | 523,838 |
| Intangible assets | 24,133 | 14,586 | - | 14,586 |
| Grants | - | 1,111,811 | - | 1,111,811 |
| Interest and similar income | 2,706,656 | 1,505,666 | 1,422,820 | 781,052 |
| Dividends | 2,478,146 | 2,213,388 | 2,478,146 | 2,213,388 |
| Others | - | 45,813 | - | 45,813 |
| 188,428,570 | 7,774,586 | 186,435,096 | 6,965,194 | |
| Cash payments arising from: | ||||
| Investments | (8,859,640) | (21,437,896) | (6,767,656) | (8,123,012) |
| Tangible assets | (136,113,500) | (42,532,326) | (75,151,588) | (19,368,427) |
| Intangible assets | (10,875,527) | (4,670,434) | (5,141,309) | (2,993,227) |
| Others | - | (859,208) | - | (859,208) |
| (155,848,667) | (69,499,864) | (87,060,554) | (31,343,875) | |
| Net cash flow from investing activities (2) | 32,579,903 | (61,725,278) | 99,374,543 | (24,378,681) |
| FINANCING ACTIVITIES | ||||
| Cash receipts arising from: | ||||
| Loans obtained | 66,511,319 | 968,082,325 | 15,678,432 | 466,687,111 |
| Capital increases, supplementary capital and share premiums | - | 19,131,611 | - | 19,131,611 |
| Subsidies and donations | 147,652 | - | - | - |
| 66,658,971 | 987,213,936 | 15,678,432 | 485,818,722 | |
| Cash payments arising from: | ||||
| Loans obtained | (134,794,566) | (853,009,049) | (133,609,080) | (410,926,079) |
| Leasings | (8,650,827) | (2,187,949) | (5,653,465) | (449,523) |
| Interest and similar costs | (16,572,566) | (12,146,752) | (7,231,479) | (3,570,419) |
| Capital decreases and supplementary capital | - | (675,000) | - | (675,000) |
| (160,017,959) | (868,018,751) | (146,494,023) | (415,621,020) | |
| Net cash flow from financing activities (3) | (93,358,989) | 119,195,185 | (130,815,591) | 70,197,701 |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (32,330,536) | 14,211,291 | (13,355,664) | 3,248,842 |
| Changes in the consolidation perimeter and others | (43,756) | 832,828 | (11,811) | (1,463,694) |
| Effect of foreign exchange currencies | (2,966,212) | (101,269) | (3,060,565) | 311,389 |
| Cash and cash equivalents at the beginning of the period | 84,275,825 | 32,312,299 | 65,363,361 | 45,158,612 |
| Cash and cash equivalents at the end of the period | 48,935,321 | 47,255,149 | 48,935,321 | 47,255,149 |
NOTES TO THE FINANCIAL STATEMENTS
Introductory Note
Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as its main activity the construction of steel infrastructures, the production of energy equipments, the production of electric energy, the production of biofuels and agriculture and, also, the commercialization and management of retail and warehousing investments (Note 5).
Martifer SGPS was incorporated on 29 October 2004, having its share capital been realized through the delivery of shares, valuated at its market value, that the shareholders held in Martifer - Construções, S.A., a company that was incorporated in 1990 and which at that time, was the holding company of the current Martifer Group.
As from June 2007, Martifer SGPS, S.A. shares are listed on Euronext Lisbon.
At 30 June 2009, the Group develops its activity in Portugal, Spain, Poland, Slovakia, Germany, Romania, Czech Republic, Angola, Brazil, Ukraine, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgaria, France, Thailand and South Africa.
All the figures presented in this notes are expressed in Euro (rounded at unit), except if stated otherwise.
The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performace of the Group since the last annual reporting dated of 31 December 2008.
These financial statements are non-audited.
1. SIGNIFICANT ACCOUNTING POLICIES
These accompanying consolidated financial statements relate to the consolidated financial statements of the Martifer Group and were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in force at the beginning of the economic period started 1 January 2009. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.
The interim consolidated financial report for the period ended at 30 June 2009 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.
Until the end of 2008, the Group recognized income and costs associated with energy equipment construction contracts, on an individual basis, using the stage of completion method. From 1 January 2009, revenues and costs associated with energy equipment production are recognized as they are incurred. The related inventories are stated in accordance with the Group's accounting policies for inventories. The change of this accounting policy resulted in a decrease of assets amounting to 85,564 Euro.
Apart from the effect of new IFRS/IAS implemented in the period, and the accounting policy regarding the energy equipment production, referred to above, the accounting policies are unchanged from those applied to the Annual Report for 2008 prepared under the International Financial Reporting Standards (IFRS) approved by the EU.
These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the revaluation of certain non-current assets and certain financial instruments, which are stated at fair value.
New IASs/IFRSs implemented in the period
At 30 June 2009, the following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not yet occurred:
- Amendments to IAS 1, 7, 17, 18, 36, 38 and 39 to IFRS 2, 5 and 8, and also to IFRIC 9 and 16, mandatory at different moments, the first occurring at 1 July 2009;
- Amendments to IAS 27 and 39, mandatory at 1 July 2009;
- Amendment to IAS 39, mandatory at 1 July 2009, but not yet endorsed in the EU;
- Amendments to IFRS 2, mandatory at 1 January 2010;
- Amendments to IFRS 7, mandatory at 1 January 2009, but not yet endorsed in the EU;
- Amendments to IFRIC 9 and IAS 39, mandatory to annual periods ended in, or after, 30 June 2009, but not yet endorsed in the EU;
- Review of IFRS 1 "First-time Adoption of IFRS", mandatory at 1 July 2009;
- Review of IFRS 3 "Business Combinations" (includes amendments to IAS 27, 28 and 31), mandatory at 1 July 2009;
-
IFRIC 15 "Agreements for the Construction of Real Estate", both mandatory at 1 January 2009, but not yet endorsed in the EU;
-
IFRIC 17 "Distributions of Non-cash Assets to Owners", mandatory at 1 July 2009;
- IFRIC 18 "Transfers of Assets from Customers", mandatory at 1 July 2009.
On 30 June 2009, the Group adopted the changes to amendements to IFRS 5 and IAS 27. The application of the remaining standards and interpretations, when applicable, shall have no significant impact on the future Group's consolidated financial statements.
During the semester ended 30 June 2009, the Group adopted the changes contained in IAS 1 –"Presentation of Financial Statements", which resulted, essentially, in the redenomination of some financial headings and the inclusion of a new statement (Statement of comprehensive income).
Additionally, during the semester ended 30 June 2009, the Group adopted the new version of IAS 23 – "Borrowing Costs" (borrowing costs should be capitalized when they are directly attributable to the construction or production of a qualifying asset as part of the cost of that asset, should be applied for annual periods beginning on or after 1 January 2009), the application of this standard which did not produce significant impacts on the Group's consolidated financial statements as of 30 June 2009, due to the fact that the Group had already adopted this accounting policy in the past in some of its business.
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Group companies consolidated by the full consolidation method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:
Companies consolidated according to the full consolidation method
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Martifer SGPS, S.A. | Oliveira de Frades | Martifer SGPS | Parent | ||
| Martifer Inovação e Gestão, S.A. | Oliveira de Frades | Martifer Inovação | 100.00% | - | 100.00% |
| Martifer Metallic Constructions SGPS, S.A. | Oliveira de Frades | Martifer Metallic Constructions | 100.00% | - | 100.00% |
| Martifer - Construções Metalomecânicas, S.A. | Oliveira de Frades | Martifer Construções | - | 100.00% | 100.00% |
| Marifer Mota-Engil Coffey Construction Joint Venture Ltd | Dublin | MMECC | - | 60.00% | 60.00% |
| Martifer – Construcciones Metálicas España, S.A. | Madrid | Martifer Espanha | - | 100.00% | 100.00% |
| Martifer – Construções Metálicas Angola, S.A. | Luanda | Martifer Angola | - | 75.00% | 75.00% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 100.00% | 100.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 100.00% | 100.00% |
| Martifer Constructii SRL | Bucareste | Martifer Constructii | - | 100.00% | 100.00% |
| Martifer Konstrukcje Sp. z o.o. | Gliwice | Martifer Konstrukcje | - | 100.00% | 100.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 90.00% | 90.00% |
| Liszki Green Park, Sp.Zo.o | Gliwice | Liszki Green Park | - | 90.00% | 90.00% |
| Martifer Slovakia SRO | Bratislava | Martifer Slovakia | - | 100.00% | 100.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria a Velha | Madeiras do Vouga | - | 100.00% | 100.00% |
| Martifer - Gestão de Investimentos, S.A. | Oliveira de Frades | MGI | - | 100.00% | 100.00% |
| Nagatel Viseu, Promoção Imobiliária, S.A. | Oliveira de Frades | Nagatel Viseu | - | 100.00% | 100.00% |
| Martifer Retail & Warehousing Angola, S.A. | Luanda | Martifer Retail Angola | - | 100.00% | 100.00% |
| Martifer - Alumínios, S.A. | Oliveira de Frades | Martifer Alumínios | - | 55.00% | 55.00% |
| Martifer - Alumínios, S.A. | Madrid | Martifer Alumínios Espanha | - | 55.00% | 55.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Martifer Alumínios Angola | - | 50.60% | 50.60% |
| Martifer Aluminium Recycling S.R.L. | Bucareste | Martfer Aluminium Recycling 1) | - | 44.00% | 44.00% |
| Martifer Aluminium Sp. z o.o | Gliwice | Martifer Aluminium | - | 55.00% | 55.00% |
| Sassall Aluminium Pty, Ltd | Sidney | Sassall | - | 55.00% | 55.00% |
| Martifer Aluminium Limited | Dublin | Martifer Aluminium Irlanda | - | 55.00% | 55.00% |
| Martifer Aluminium S.R.L. | Bucareste | Martifer Aluminium Roménia | - | 55.00% | 55.00% |
| Martifer II Inox, S.A. | Sever do Vouga | Martifer II Inox | - | 75.00% | 75.00% |
| Martinox, S.A. | Luanda | Martinox Angola 1) | - | 48.00% | 48.00% |
| Martifer Beteiligungsverwaltungs GmbH | Viena | Martifer GmbH | 100.00% | - | 100.00% |
| M City Gliwice SP. Zo.o | Gliwice | M City Gliwice | - | 100.00% | 100.00% |
| M City Radom SP. Zo.o | Gliwice | M City Radom | - | 100.00% | 100.00% |
| Martifer Energy Systems SGPS, S.A. | Oliveira de Frades | Martifer Energy Systems | 100.00% | - | 100.00% |
| Martifer Wind Energy Systems LLC | San Angelo TX | Martifer Wind USA | - | 100.00% | 100.00% |
| Martifer Energia – Equipamentos para Energia, S.A. | Oliveira de Frades | Martifer Energia | - | 100.00% | 100.00% |
| Martifer Energy Systems PTY | Cape Town | Martifer Energia África do Sul | - | 85.00% | 85.00% |
| Martifer Energia RO SRL | Bucareste | Martifer Energia SRL | - | 100.00% | 100.00% |
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Martifer Energia Sp Z.o.o | Gliwice | Martifer Energia Polska | - | 100.00% | 100.00% |
| Martifer Energia LLC | Kiev | Martifer Energia Ucrânia | - | 100.00% | 100.00% |
| Navalria Docas, Construções e Reparações Navais, SA | Aveiro | Navalria | - | 100.00% | 100.00% |
| Martifer Solar, S.A. | Oliveira de Frades | Martifer Solar | - | 75.00% | 75.00% |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Martifer Solar Sistemas Solares | - | 75.00% | 75.00% |
| Solar Parks Construccion Parques Solares ETVE SA | Madrid | Solar Parks | - | 75.00% | 75.00% |
| Parque Solar Sesena I, S.L. | Madrid | Sesena I | - | 75.00% | 75.00% |
| Parque Solar Sesena II, S.L. | Madrid | Sesena II | - | 75.00% | 75.00% |
| Martifer Solar S.R.L. | Milão | Martifer Solar Itália | - | 75.00% | 75.00% |
| MTS1 SRL | Siracusa | MTS1 | - | 75.00% | 75.00% |
| MTS2 SRL | Siracusa | MTS2 | - | 75.00% | 75.00% |
| MTS3 SRL | Siracusa | MTS3 | - | 75.00% | 75.00% |
| MTS4 SRL | Siracusa | MTS4 | - | 75.00% | 75.00% |
| MTS5 SRL | Siracusa | MTS5 | |||
| Martifer Solar Inc | S. Francisco CA | Martifer Inc | - | 75.00% | 75.00% |
| A & M, Energy Systems | Santa Monica CA | AEM 1) | - | 75.00% | 75.00% |
| - | 38.25% | 38.25% | |||
| Martifer Solar Hellas, A.T.E. | Atenas | PVI 1) | - | 45.00% | 45.00% |
| Martifer Solar Angola | Luanda | Martifer Solar Angola | - | 56.25% | 56.25% |
| Martifer Solar NV | Deerlijk | Martifer Solar Bélgica | - | 75.00% | 75.00% |
| Martifer Solar SAS | Lyon | Martifer Solar França | - | 75.00% | 75.00% |
| Home Energy II, S.A. | Oliveira de Frades | Home Energy II 1) | - | 45.00% | 45.00% |
| PVGlass, S.A. | Oliveira de Frades | PVGlass | - | 52.50% | 52.50% |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades | Ventinveste Indústria | - | 56.60% | 56.60% |
| Prio SGPS, S.A. 2) | Oliveira de Frades | Prio SGPS | 60.00% | - | 60.00% |
| Prio Agricultura, S.A. | Oliveira de Frades | Prio Agricultura PT | - | 60.00% | 60.00% |
| Prio Agricultura, S.A. | Maputo | Prio Agricultura Moçambique 1) | - | 36.00% | 36.00% |
| Prio Agricultura, SRL | Bucareste | Prio Agricultura RO | - | 60.00% | 60.00% |
| Prio Agromart S.R.L. | Bucareste | Prio Agromart | - | 60.00% | 60.00% |
| Prio Balta S.R.L. | Bucareste | Prio Balta | - | 60.00% | 60.00% |
| Prio Facaieni S.R.L. | Bucareste | Prio Facaieni | - | 60.00% | 60.00% |
| Prio Ialomita S.R.L. | Bucareste | Prio Ialomita | - | 60.00% | 60.00% |
| Prio Rapita S.R.L. | Bucareste | Prio Rapita | - | 60.00% | 60.00% |
| Prio Terra Agricola S.R.L. | Bucareste | Prio Terra Agricola | - | 60.00% | 60.00% |
| Prio Turism Rural S.R.L | Bucareste | Prio Turism Rural | - | 60.00% | 60.00% |
| Agromec Balaciu | Bucareste | Agromec Balaciu | - | 52.16% | 52.16% |
| Miharox SRL | Bucareste | Miharox 1) | - | 49.56% | 49.56% |
| Zimbrul, S.A. | Bucareste | Zimbrul | - | 60.00% | 60.00% |
| Agrozootehnica, S.A. | Bucareste | Agrozootehnica | - | 59.98% | 59.98% |
| Prio Agriculture BV | Delft | Prio NL | - | 60.00% | 60.00% |
| Prio Agricultura e Extracção LTDA | S. Luís do Maranhão | Prio Agricultura e Extracção | |||
| Prio Extractie S.R.L. | Bucareste | Prio Extractie | - | 60.00% | 60.00% |
| Prio Biopaliwa, Sp. Z o.o. | Gliwice | Prio Biopaliwa | - | 60.00% | 60.00% |
| Prio Biocombustibil SRL | Bucareste | Prio Biocombustibil | - | 60.00% | 60.00% |
| - | 60.00% | 60.00% | |||
| Prio Biocombustíveis, S.A. | Oliveira de Frades | Prio Biocombustíveis | - | 60.00% | 60.00% |
| Prio Advanced Fuels, S.A. | Oliveira de Frades | Prio Advanced Fuels | - | 60.00% | 60.00% |
| Mondefin Veiga & Seabra, S.A. |
Coimbra Aguada de Baixo |
Mondefin Veiga & Seabra |
- - |
60.00% 60.00% |
60.00% 60.00% |
| Martifer Renewables SGPS, S.A. | Oliveira de Frades | Martifer Renewables SGPS | 100.00% | - | 100.00% |
| Martifer Renewables S.A. | Oliveira de Frades | Martifer Renewables SA | - | 100.00% | 100.00% |
| Martifer Renovables ETVE, S.A.U. | Madrid | Martifer Renovables | - | 100.00% | 100.00% |
| Eurocab FV 1 SL | Madrid | Eurocab 1 | - | 100.00% | 100.00% |
| Eurocab FV 2 SL | Madrid | Eurocab 2 | - | 100.00% | 100.00% |
| Eurocab FV 3 SL | Madrid | Eurocab 3 | - | 100.00% | 100.00% |
| Eurocab FV 4 SL | Madrid | Eurocab 4 | - | 100.00% | 100.00% |
| Eurocab FV 5 SL | Madrid | Eurocab 5 | - | 100.00% | 100.00% |
| Eurocab FV 6 SL | Madrid | Eurocab 6 | - | 100.00% | 100.00% |
| Eurocab FV 7 SL | Madrid | Eurocab 7 | - | 100.00% | 100.00% |
| Eurocab FV 8 SL | Madrid | Eurocab 8 | - | 100.00% | 100.00% |
| Eurocab FV 9 SL | Madrid | Eurocab 9 | - | 100.00% | 100.00% |
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Eurocab FV 10 SL | Madrid | Eurocab 10 | |||
| Eurocab FV 11 SL | Madrid | Eurocab 11 | - | 100.00% | 100.00% |
| Eurocab FV 12 SL | Madrid | Eurocab 12 | - | 100.00% | 100.00% |
| - | 100.00% | 100.00% | |||
| Eurocab FV 13 SL | Madrid | Eurocab 13 | - | 100.00% | 100.00% |
| Eurocab FV 14 SL | Madrid | Eurocab 14 | - | 100.00% | 100.00% |
| Eurocab FV 15 SL | Madrid | Eurocab 15 | - | 100.00% | 100.00% |
| Eurocab FV 16 SL | Madrid | Eurocab 16 | - | 100.00% | 100.00% |
| Eurocab FV 17 SL | Madrid | Eurocab 17 | - | 100.00% | 100.00% |
| Eurocab FV 18 SL | Madrid | Eurocab 18 | - | 100.00% | 100.00% |
| Eurocab FV 19 SL | Madrid | Eurocab 19 | - | 100.00% | 100.00% |
| Eurocab FV 20 SL | Madrid | Eurocab 20 | - | 100.00% | 100.00% |
| Martifer Renewables Investments ETVE, SA | Madrid | Eurocab 21 | - | 100.00% | 100.00% |
| Vesto EAD | Varna | Vesto | - | 100.00% | 100.00% |
| DVP1 Limited | Varna | DVP1 | - | 100.00% | 100.00% |
| DVP2 Limited | Varna | DVP2 | - | 100.00% | 100.00% |
| Ventania - Geração de Energia e Participações, S.A. | Fortaleza | Ventania | - | 55.00% | 55.00% |
| Eólica Faisa, Ltda | Fortaleza | Faisa | - | 55.00% | 55.00% |
| Faisa Biomassa Geração de Energia e Participações Ltda | Fortaleza | Faisa Biomassa | - | 55.00% | 55.00% |
| Eólica Embuaca, Ltda | Fortaleza | Embuaca | - | 55.00% | 55.00% |
| Eólica Mar e Terra, Ltda | Fortaleza | Mar e Terra | - | 55.00% | 55.00% |
| Eólica Bela Vista, Ltda | Fortaleza | Bela Vista | - | 55.00% | 55.00% |
| Eólica Cajueiro da Praia, Ltda | Fortaleza | Cajueiro | - | 55.00% | 55.00% |
| Eólica Cacimbas, Ltda | Fortaleza | Cacimbas | - | 55.00% | 55.00% |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda | Fortaleza | SBER 1) | - | 41.25% | 41.25% |
| Melosa – Geração de Energia e Participações, Ltda | Fortaleza | Melosa | - | 55.00% | 55.00% |
| Eólica Paraipaba, Ltda | Fortaleza | Paraipaba | - | 55.00% | 55.00% |
| Eólica Chapadão, Ltda | Fortaleza | Chapadão | - | 55.00% | 55.00% |
| Rosa dos Ventos Geração e Comercialização de Energia SA | Fortaleza | Rosa dos Ventos | - | 52.25% | 52.25% |
| Eviva Energy SRL | Bucareste | Eviva Energy SRL | - | 100.00% | 100.00% |
| Eviva Nalbant SRO | Bucareste | Eviva Nalbant | - | 99.60% | 99.60% |
| Eviva Agighiol SRL | Bucareste | Eviva Agighiol | - | 99.60% | 99.60% |
| Eviva Casimcea SRO | Bucareste | Eviva Casimcea | - | 99.60% | 99.60% |
| Total Natural, S.R.L. | Bucareste | Total Natural | - | 100.00% | 100.00% |
| Premium Management Consulting SRL | Bucareste | Premium Management | - | 85.00% | 85.00% |
| MW Topolog SRL | Bucareste | MW Topolog | - | 99.00% | 99.00% |
| Eviva SRO | Bratislava | Eviva SRO | - | 100.00% | 100.00% |
| Martifer Renewables, S.A. | Gliwice | Eviva S.A. | - | 100.00% | 100.00% |
| IWP Sp. Z o.o. | Gliwice | IWP | - | 100.00% | 100.00% |
| Bukowsko | Gliwice | Bukowsko | - | 100.00% | 100.00% |
| Eviva Zebowo SP | Gliwice | Eviva Zebowo | - | 51.00% | 51.00% |
| Eviva Gac SP | Gliwice | Eviva Gac | - | 51.00% | 51.00% |
| Eviva Drzezewo SP | Gliwice | Eviva Drzezewo | |||
| Eviva Mepe | Atenas | Eviva Mepe | - | 51.00% | 51.00% |
| - | 100.00% | 100.00% | |||
| Martifer Renewables Pty, Ltd. | Sidney | Eviva Pty | - | 80.00% | 80.00% |
| Eviva Beteiligungsverwaltungs GmbH | Viena | Eviva GmbH | - | 100.00% | 100.00% |
| Eviva Hidro SRL | Bucareste | Eviva Hidro | - | 100.00% | 100.00% |
| Martifer Deutschland GmbH | Berlim | Martifer Deutschland | - | 100.00% | 100.00% |
| Windpark Bippen GmbH & Co. KG | Bremen | Bippen KG | - | 100.00% | 100.00% |
| Windpark Holleben GmbH & Co. KG | Bremen | Holleben KG | - | 100.00% | 100.00% |
| Eviva Bippen GmbH | Berlim | Eviva Bippen | - | 100.00% | 100.00% |
| Eviva Rumsko Sp Z.o.o | Slupsk | Eviva Rumsko | - | 51.00% | 51.00% |
| Eviva Redecin Sp Z.o.o | Slupsk | Eviva Redecin | - | 51.00% | 51.00% |
| Martifer Renewables Electricity LLC | San Francisco CA | Eviva Electricity | - | 80.00% | 80.00% |
| Martifer Renewables Wind LLC | San Diego CA | Eviva Spinnaker | - | 72.00% | 72.00% |
| Martifer Renewables Solar Thermal LLC | San Diego CA | Eviva Solar LLC | - | 80.00% | 80.00% |
| Eviva Itália, S.R.L. | Roma | Eviva Itália | - | 100.00% | 100.00% |
| Gesto Energia SA | Oliveira de Frades | Gesto Energia | - | 75.00% | 75.00% |
| Eviva Energy SGPS, S.A. | Oliveira de Frades | Enerpetra | - | 100.00% | 100.00% |
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Wind Odrzechowa | - | 100.00% | 100.00% |
| Energia Wiatrowa Sp. Zo.o | Gliwice | Energia Wiatrowa | - | 100.00% | 100.00% |
| Eviva Gizalki Sp. Zo.o | Miastko | Eviva Gizalki | - | 60.00% | 60.00% |
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Wind Farm Bukowsko Sp. Zo.o | Gliwice | Wind Farm Bukowsko | - | 100.00% | 100.00% |
| Wind Farm Markowa Sp. Zo.o | Gliwice | Wind Farm Markowa | - | 100.00% | 100.00% |
| Wind Farm Lada Sp. Zo.o | Gliwice | Wind Farm Lada | - | 100.00% | 100.00% |
| Wind Farm Jawornik Sp. Zo.o | Gliwice | Wind Farm Jawornik | - | 100.00% | 100.00% |
| Wind Farm Piersno Sp. Zo.o | Gliwice | Wind Farm Piersno | - | 100.00% | 100.00% |
| Parque Eólico Penha da Gardunha, S.A. | Oliveira de Frades | PE Penha da Gardunha | - | 100.00% | 100.00% |
1) The full consolidation of these companies is justified as the Group has ultimate control.
2) These companies have been classified as held for sale (Note 3).
Companies consolidated through the proportional method
Companies consolidated through the proportional method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Gebox, S.A. | Ilhavo | Gebox | - | 50.00% | 50.00% |
| Promoquatro – Investimentos Imobiliários, Lda. | Oliveira de Frades | Promoquatro | - | 50.00% | 50.00% |
| WPT – Wind Power Transmission S.A. | Oliveira de Frades | WPT 1) | - | 33.33% | 33.33% |
| Ventinveste, S.A. | Lisboa | Ventinveste SA 2) | 5.00% | 51.60% | 56.60% |
| Ventinveste Eólica, SGPS, S.A. | Lisboa | Ventinveste Eólica 2) | - | 56.60% | 56.60% |
| Parque Eólico de Torrinheiras, S.A. | Lisboa | PE Torrinheiras 2) | - | 56.60% | 56.60% |
| Parque Eólico do Douro Sul, S.A. | Lisboa | PE Douro Sul 2) | - | 56.60% | 56.60% |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisboa | PE Pinhal do Oeste 2) | - | 56.60% | 56.60% |
| Parque Eólico de Vale Grande, S.A. | Lisboa | PE Vale Grande 2) | - | 56.60% | 56.60% |
| Parque Eólico de Vale do Chão, S.A. | Lisboa | PE Vale do Chão 2) | - | 56.60% | 56.60% |
| Parque Eólico do Cabeço Norte, S.A. | Lisboa | PE Cabeço Norte 2) | - | 56.60% | 56.60% |
| Parque Eólico da Serra do Oeste, S.A. | Lisboa | PE Serra do Oeste 2) | - | 56.60% | 56.60% |
| Parque Eólico do Planalto, S.A. | Lisboa | PE Planalto 2) | - | 56.60% | 56.60% |
| Eviva Dunowo, Sp. Z o.o. | Gliwice | Eviva Dunowo | - | 50.00% | 50.00% |
| SPEE 3 – Parque Eólico do Baião, S.A. | Lisboa | SPEE 3 | - | 50.00% | 50.00% |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | Oliveira de Frades | SPEE 2 | - | 50.00% | 50.00% |
| Macquarie Capital Wind Fund Pty Limited | Sidney | Macquarie | - | 50.00% | 50.00% |
| Silverton Wind Farm Holding (Silverton) (1) | Sidney | Silverton | - | 25.00% | 25.00% |
| Repower Portugal – Sistemas Eólicos, S.A. | Oliveira de Frades | Repower Portugal | - | 50.00% | 50.00% |
| Ventipower, S.A. | Oliveira de Frades | Ventipower 2) | - | 56.60% | 56.60% |
| Martifer – Hirschfeld Energy Systems LLC | San Angelo TX | Martifer Energy Systems USA | - | 50.00% | 50.00% |
1) The consolidation of these companies through proportional consolidation method results from the Group having joint control of their parent company, which in turn has joint or full control of the investee.
2) The consolidation of these companies through proportional consolidation method results from shareholder agreements that regulate joint control of the investee.
Companies consolidated through the equity method
Companies consolidated through the equity method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:
| Percentage of share capital held | |||||
|---|---|---|---|---|---|
| Company | Head Office | Designation | Directly | Indirectly | Total |
| Proempar | Porto | Proempar | - | 24.00% | 24.00% |
| Parque Tecnológico do Tâmega | Felgueiras | PTT | - | 19.40% | 19.40% |
| Green Vouga, SA | Oliveira de Frades | GreenVouga | - | 45.00% | 45.00% |
| Power Blades, S.A. | Oliveira de Frades | Power Blades | 10.00% | - | 10.00% |
| Ria Blades, S.A. | Oliveira de Frades | Ria Blades 1) | - | 56.60% | 56.60% |
| Global Façade Systems Company Limited | Banguecoque | Global Façade Systems | - | 26.95% | 26.95% |
| Pro Wind LLC | Simferopol | Pro Wind | - | 50.00% | 50.00% |
| Ground Investment Corp SRL | Bucareste | Ground Investment | - | 25.00% | 25.00% |
| Clean Energy Solutions | Norrköping | Clean Energy Solutions 2) | - | 50.10% | 50.10% |
| Nova Eco LLC | Kiev | Nova Eco 2) | - | 50.10% | 50.10% |
1) The consolidation of these companies through equity method results from shareholder agreements.
2) The consolidation of these companies through equity method results from the loss of economic control.
During the first half of 2009 and during 2008 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
In the first half of 2009: Martifer Solar SAS (Martifer Solar França) Parque Solar Sesena I, S.L. (Sesena I) Parque Solar Sesena II, S.L. (Sesena II) MTS1 SRL (MTS1) MTS2 SRL (MTS2) MTS3 SRL (MTS3) MTS4 SRL (MTS4) MTS5 SRL (MTS5) Martifer Aluminium Recycling S.R.L. (Martifer Aluminium Recycling) Martifer Wind Energy Systems LLC (Martifer Wind USA) Martifer Energy Systems PTY (Martifer Energia África do Sul)
In 2008:
Enerpetra SGPS, S.A. (Enerpetra) Eurocab FV 20 SL (Eurocab 20) Martifer Renewables Investments ETVE, SA (Eurocab 21) Eviva California Solar Holdings LLC (Eviva Solar LLC) Eviva Itália S.R.L. (Eviva Itália) Eviva Spinnaker Energy LLC (Eviva Spinnaker) Gesto – Energia, SA (Gesto Energia) Green Vouga, S.A. (Green Vouga) Home Energy II, S.A. (Home Energy II) Marifer Mota-Engil Coffey Construction Joint Venture Limited (MMECC) Martifer Alumínios Angola, SA (Martifer Alumínios Angola) Martifer Aluminium Limited (Martifer Aluminium Irlanda) Martifer Aluminium S.R.L. (Martifer Aluminium Roménia) Martifer Construction Limited (Martifer Irlanda) Martifer Energia LLC (Martifer Energia LLC Ucrânia) Martifer Energia Sp Z.o.o (Martifer Energia Polónia) Martifer Energy Systems LLC (Martifer Energy Systems LLC USA) Martifer Enerq – Sistemas de Energias Renováveis, S.A. (Martifer Enerq) Martifer Solar (Martifer Solar NV) Martifer Solar, S.R.L. (Martifer Solar Itália) Martinox, S.A. (Martinox Angola) Prio Agriculture BV (Prio NL) Prio Extractie S.R.L. (Prio Extractie) PVGlass, S.A. (PVGlass) Sassall Aluminium Pty, Ltd (Sassall)
SPEE 3 – Parque Eólico do Baião, SA (SPEE 3) Wind Farm Bukowsko Sp. zo.o (Wind Farm Bukowsko) Wind Farm Jawornik Sp. zo.o (Wind Farm Jawornik) Wind Farm Lada Sp. zo.o (Wind Farm Lada) Wind Farm Markowa Sp. zo.o (Wind Farm Markowa) Wind Farm Odrzechowa Sp. zo.o (Wind Farm Odrzechowa) Wind Farm Piersno Sp. zo.o (Wind Farm Piersno)
Acquired companies:
In the first half of 2009: Miharox SRL (Miharox) Premium Management Consulting S.R.L. (Premium Management) Ground Investment Corp S.R.L. (Ground Investment) Parque Eólico Penha da Gardunha, S.A. (PE Penha da Gardunha)
In 2008:
A & M – Energy Systems (A&M) DVP1 Limited (DVP1) DVP2 Limited (DVP2) Energia Wiatrowa Sp. Zo.o (Eviva Wiatrowa) Eólica Bela Vista, Ltda (Bela Vista) Eólica Cacimbas, Ltda (Cacimbas) Eólica Cajueiro da Praia, Ltda (Cajueiro) Eólica Chapadão, Ltda (Chapadão) Eólica Embuaca, Ltda (Embuaca) Eólica Faisa, Ltda (Faisa) Eólica Mar e Terra, Ltda (Mar e Terra) Eólica Paraipaba, Ltda (Paraipaba) Eviva Bippen GmbH (Eviva Bippen) Eviva Gizalki Sp. Zo.o (Eviva Gizalki) Eviva Redecin Sp. Z.o.o (Eviva Redecin) Eviva Rumsko Sp. Z.o.o (Eviva Rumsko) Faisa Biomassa – Geração de Energia e Participações, Ltda (Faisa Biomassa) Global Façade Systems Company Limited (Global Façade Systems) Macquarie Capital Wind Fund Pty Limited (Macquarie) Melosa – Geração de Energia e Participações, Ltda (Melosa) Navalria – Docas, Construções e Reaparações Navais, S.A. (Navalria) Pro Wind LLC (Pro Wind) Martifer Solar Hellas, A.T.E. (PVI) Rosa dos Ventos – Geração e Comercialização de Energia, S.A. (Rosa dos Ventos) SBER – Sociedade Brasileira de Energias Renováveis, Ltda (SBER) Silverton Wind Farm Holding (Silverton) SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. (SPEE 2) Total Natural, S.R.L. (Total Natural) Veiga & Seabra S.A. (Veiga & Seabra) Ventania - Geração de Energia e Participações, S.A. (Ventania) Vesto EAD (Vesto)
Changes in the consolidation method:
In the first half 2009:
Repower Portugal – Sistemas Eólicos, S.A. (Repower Portugal) – from full to proportional consolidation method Ventipower, S.A. (Ventipower) – from full to proportional consolidation method Martifer – Hirschfeld Energy Systems LLC (Martifer Energy Systems USA) – from full to proportional consolidation method Clean Energy Solutions (CES) – from full consolidation method to equity method Nova Eco LLC (Nova Eco LLC) – from full consolidation method to equity method
In 2008:
Clean Energy Solutions – from proportional to full consolidation method Nova Eco LLC (Nova Eco LLC) – from proportional to full consolidation method Power Blades, S.A. (Power Blades) – from full consolidation method to equity method Ria Blades, S.A. (Ria Blades) - from full consolidation method to equity method Solar Parks Construccion Parques Solares ETVE S.A. (Solar Parks) – from proportional to full consolidation method
3. BUSINESS UNIT HELD FOR SALE
On 26 June 2009, the Board of Directors of Martifer approved the strategy of reduction of the economic interest in the Agriculture & Biofuels business segment and the respective plan to implement that strategy.
In accordance with IFRS 5, the assets and liabilities related to the segment 'Agriculture & Biofuels' (which includes PRIO SGPS SA and its associate companies), currently held by the Group in 60%, were classified as 'Assets of the business unit held for sale' and 'Liabilities related to assets of the business unit held for sale', respectively, and the net earnings in the caption 'Earnings of the business unit held for sale'. The Agriculture & Biofuels segment includes the agriculture, extraction, trading and distribution of biofuels activities.
The breakdown of assets and liabilities of the business unit held for sale on 30 June 2009 are as follows (net of intragroup eliminations):
| 30 June 2009 | |
|---|---|
| Goodwill related to the business unit held for sale | 13,113,078 |
| Non current assets | 194,752,192 |
| Current assets | 98,332,904 |
| Cash and cash equivalents | 6,560,908 |
| Assets of the business unit held for sale | 312,759,082 |
| Minority interests related to assets of the business unit held for sale | 32,876,659 |
| Non current liabilities | 64,812,872 |
| Current liabilities | 139,287,722 |
| Liabilities related to assets of the business unit held for sale | 204,100,594 |
| Assets net of liabilities and minority interests of the business unit held for sale | 75,781,829 |
The amounts detailed above are net of balances arising from intragroup transactions, with the amount eliminated totalling 4,123,850 Euros in Assets and 17,009,030 Euros in Liabilities. Additionaly, in the consolidation process 75,000,000 Euros of Supplementary Capital from Martifer SGPS, SA to Prio SGPS, SA was eliminated.
During the 6 month period ended 30 June 2009, the net earnings of the bussiness unit held for sale (net of intragroup eliminations) was negative 11,619,112 Euros, of which 6,468,105 Euros attributable to the Group, as detailed below.
| st Half 2009 1 |
|
|---|---|
| Sales and services rendered | 129,395,180 |
| Operational costs | (136,851,284) |
| Other gains and losses | 5,080,716 |
| (2,375,388) | |
| Amortisations and provisions | (4,348,166) |
| Operational earnings | (6,723,554) |
| Gains / (losses) in associate companies | - |
| Financial results | (5,949,159) |
| Income taxes | 1,053,601 |
| Earings for the period | (11,619,112) |
| Attibutable: | |
| To minority interests | (5,151,007) |
| To the Group | (6,468,105) |
The above detailed amounts are net of intragroup eliminations of 351.993 Euros in 'Sales and services rendered' and of Euro 1,187,609 Euros in operational costs.
4. SALES AND SERVICES RENDERED
The breakdown of sales and services rendered for the 6 month periods ended 30 June 2009 and 2008 is as follows:
| st Half 2009 1 |
st Half 2008 1 |
|
|---|---|---|
| Revenue from the sale of merchandise | 51,822,631 | 106,818,502 |
| Revenue from the sale of goods | 128,439,293 | 104,898,849 |
| Services rendered | 39,226,668 | 26,258,912 |
| 219,488,592 | 237,976,262 | |
5. INFORMATION BY BUSINESS SEGMENTS
The Group bases its disclosure of information for primary segments on its internal organisation in terms of management.
The Group is organised in four major operating segments – Metallic Construction, Energy Systems, Electricity Generation and Agriculture & Biofuels - that are coordinated and supported by Martifer SGPS. The Metallic Construction segment includes all the construction activities and retail & warehousing management and development. The Energy Systems segment includes the production of wind, solar and wave power systems, as well as the construction of wind farms and solar parks. The Electricity Generation segment includes the production, distribution and sale of electricity generated from renewable energy sources. Amounts related with Martifer SGPS and Martifer Inovação e Gestão S.A. (MIG) are included in the 'Holding and MIG' caption.
The adoption of IFRS 8 – Business Segments did not result in any change in the reportable segments of the Group as the management uses information based on the same segmentation. Nevertheless, due to the application of IFRS 5 to the 'Agriculture and Biofuels' segment, the same is not presented in the information below. Additionally, the accounting policies used in the preparation of the information by business segments is the same used in preparation of the enclosed financial statements (Note 1).
The breakdown of sales and services rendered by segment for the 6 month period ended 30 June 2009 and 2008 is as follows:
| Sales to external customers | Intersegment sales | Total | ||||
|---|---|---|---|---|---|---|
| st Half 1 2009 |
st Half 1 2008 |
st Half 1 2009 |
st Half 1 2008 |
st Half 1 2009 |
st Half 1 2008 |
|
| Holding and MIG | 263,241 | 193,703 | 3,667,943 | 2.655.698 | 3.931.185 | 2.849.401 |
| Metallic Construction | 115,735,970 | 124,442,920 | 71,818,084 | 94.618.477 | 187.554.054 | 219.061.397 |
| Energy Systems | 94,910,508 | 107,337,437 | 75,942,908 | 57.703.769 | 170.853.416 | 165.041.206 |
| Electricity Generation | 8,578,873 | 6,002,203 | 652,990 | 10.550 | 9.231.863 | 6.012.752 |
| 219,488,592 | 237,976,262 | 152,081,926 | 154.988.494 | 371.570.517 | 392.964.756 | |
| Intersergment eliminations | (96,310,594) | (124,705,181) | ||||
| Own work capitalized (Note 6) | (55,771,331) | (30,283,313) | ||||
| Sales and services rendered to external customers - Total | 219,488,592 | 237,976,262 |
The change in sales and services rendered in the Metallic Construction segment result mainly from lower level of activity in the period and changes in raw material prices (mainly steel and aluminium) that have influenced the value of construction contracts.
The earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA) and earnings before interest and taxes (EBIT) by operating segment for the 6 month period ended 30 June 2009 and 2008 are as follows:
| EBITDA | EBIT | |||
|---|---|---|---|---|
| st Half 2009 1 |
st Half 2008 1 |
st Half 2009 1 |
st Half 2008 1 |
|
| Holding and MIG | (1,139,196) | (1,228,456) | (1,680,678) | (1,385,243) |
| Metallic Construction | 16,263,356 | 15,933,007 | 12,330,692 | 12,359,522 |
| Energy Systems | 10,777,698 | 10,165,867 | 5,155,024 | 8,267,215 |
| Electricity Generation | 1,665,847 | (412,753) | (38,132,593) | (3,787,138) |
| 27,567,706 | 24,457,666 | (22,327,555) | 15,454,356 | |
| Eliminations with the business unit held for sale (Note 3) | (835,616) | 907,618 | (835,616) | 907,618 |
| 26,732,090 | 25,365,283 | (23,163,171) | 16,361,974 |
The Group's net assets and liabilities by operating segments on 30 June 2009 and 31 December 2008 are as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 30 June 2009 |
31 December 2008 |
30 June 2009 |
31 December 2008 |
|
| Holding and MIG | 423,746,081 | 378,199,751 | 17,160,417 | 148,637,768 |
| Metallic Construction | 571,419,640 | 544,883,797 | 477,621,886 | 451,157,606 |
| Energy Systems | 333,688,995 | 397,860,455 | 292,858,626 | 305,920,595 |
| Electricity Generation | 872,674,834 | 763,857,719 | 745,213,681 | 533,346,514 |
| Agriculture & Biofuels | - | 488,491,169 | - | 376,773,544 |
| Intra-group eliminations | (1,186,488,810) | (1,224,792,224) | (842,995,913) | (801,025,500) |
| 1,015,040,741 | 1,348,500,668 | 689,858,696 | 1,014,810,527 | |
| Attributable to the business unit held for sale | 312,759,082 | 204,100,594 | ||
| 1,327,799,822 | 893,959,290 |
The Group's capital expenditures (acquisition of tangible and intangible assets) and amortisations by operating segments during the 6 month period ended 30 June 2009 and during 2008 are as follows:
| Capital expenditures | Amortisations | |||
|---|---|---|---|---|
| st Half 2009 1 |
2008 | st Half 2009 1 |
st Half 2008 1 |
|
| Holding and MIG | 2,071,509 | 7,213,112 | 492,126 | 156,787 |
| Metallic Construction | 9,231,270 | 14,570,079 | 3,063,842 | 2,822,532 |
| Energy Systems | 5,292,060 | 51,165,958 | 2,859,607 | 1,192,934 |
| Electricity Generation | 58,836,781 | 140,046,529 | 4,278,849 | 3,374,385 |
| Agriculture & Biofuels | - | 53,052,421 | - | - |
| 75,431,620 | 266,048,099 | 10,694,424 | 7,546,639 | |
| Attributable to the business unit held for sale | 28,975,139 | |||
| 104,406,759 |
6. Other income
For the 6 month periods ended at 30 June 2009 and 2008, the breakdown of the caption 'Other income' is as follows:
| st Half 2009 1 |
st Half 2008 1 |
|
|---|---|---|
| Change in production | 2,943,630 | 3,876,565 |
| Own work capitalized | 55,771,331 | 30,283,313 |
| 58,714,962 | 34,159,877 |
The 'Own work capitalized' in the 6 month period ended 30 June 2009 includes mostly the wind farm construction activity in Portugal, Romania and Poland, and the construction of industrial units in Angola in the Metallic Construction segment. The business segments with the larger contribution are Metallic Construction with 5,565,612 Euros (2008: 20,618,294 Euros) and the Energy Systems with 46,544,290 Euros (2008: 9,643,855 Euros).
The 'Change in production' in the 6 month period ended 30 June 2009 results mainly from the production of wind power components.
7. OTHER GAINS AND LOSSES
This caption in the 6 month period ended 30 June 2009 includes mostly the effect resulting from the capitalization of wind farm development costs in the wind farms under construction in the period in the Electricity Generation Segment and also the gain resulting from the fair value assessment of the Tavira Gran Plaza shopping centre recorded in 'Investment property' (please refer to note 14) in the Metallic Construction business area, in the amount of 2,740,402 Euros.
8. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses for the 6 month periods ended 30 June 2009 and 2008 are as follows:
| st Half 2009 1 |
st Half 2008 1 |
|
|---|---|---|
| Goodwill impairment (Note 11) | 13,214,457 | - |
| Financial investments impairment | 4,275,172 | - |
| Tangible and intangible fixed assets impairment | 16,374,865 | - |
| Trade and other debtors impairment | 723,708 | 541,179 |
| Inventory impairment | 456,279 | - |
| Provisions | 4,156,357 | 915,492 |
| 39,200,838 | 1,456,670 |
Due to the macroeconomic instability in general and the turbulence of the financial markets in particular, that influenced significantly the development of renewable energy generation projects, the Electricity Generation business area carried out an assessment of the portfolio of projects which resulted in the recognition of 35,503,048 Euros of impairments, of which we highlight (i) in the subsidiaries in Germany: reduction of the carrying value of the licences related to the Bippen and Holleben wind farms in the amount of 9.7 million euros, resulting from the incorporation of recent operational performance; and (ii) in several associate companies in Eastern Europe due to difficulty in the licensing and development of some projects, negative impact on internal rates of return resulting from the current conditions for project financing and local regulatory uncertainty, the decision was taken to recognize the non recoverability of some investments undertaken in Romania amounting to 13,417,333 Euros, in the Ukraine amounting to 6,030,398 Euros, in Bulgaria amounting to 194,768 Euros, in Slovakia amounting to 1,925,579 Euros and in other projects amounting to 4,246,726 Euros.
Additionally, the Energy Systems business area has assessed the value of some basic equipment and inventories, which resulted in the recognition at 30 June 2009 of impairments of 2,056,970 Euros and 457,557 Euros, respectively.
9. NET FINANCIAL RESULTS
The net financial results for the periods ended at 30 June 2009 and 2008 can be analyzed as follows:
| st Half 2009 1 |
st Half 2008 1 |
|
|---|---|---|
| Financial Income | ||
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 1,542,316 | 1,031,886 |
| Available for sale investments | ||
| - Dividend income | 2,478,147 | 2,213,388 |
| - Gains on the sale of financial assets | 19,528 | 84,939 |
| Held for sale investments | ||
| - Gains on the sale of financial assets | 160,885,470 | - |
| Other financial income and expenses related to other financial assets | ||
| - Foreign exchange gains | 7,024,905 | 4,445,678 |
| - Financial discounts received | 431,765 | 908,993 |
| - Other financial income | 44,246 | 293,559 |
| 172,426,378 | 8,978,443 |
| st Half 2008 1 |
|---|
| 7,774,486 |
| (456,670) |
| 1,473,626 |
| 22,166 |
| 991,197 |
| 9,804,804 |
The amount recorded in both periods in the caption 'Dividend income' relates to the dividends received by the Group relating to the financial investment in shares of EDP – Energias de Portugal, S.A.
The 'gains in held for sale investments' in the 6 month period ended 30 June 2009 relate to the financial gain recorded on the sale of the equity stake held by the Group in the share capital of Repower Systems, AG that was concluded in the second quarter of the year.
The change in 'interest expenses' in the 6 month period ended 30 June 2009 relate to the higher level of loans when compared to the same period last year.
The increase of 'foreign exchange gains' and 'foreign exchange losses' result from the increase usage of foreign currency, mainly in the Metallic construction and Energy Systems segments.
10. EARNINGS PER SHARE
The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of 50,000,000 Euros.
At 30 June 2009 and 2008, the basic and diluted earnings per share can be summarised as follows:
| st Half 2009 1 |
st Half 2008 1 |
|
|---|---|---|
| Profit for the period (I) | 116,070,967 | 7,954,241 |
| Weighted average number of shares outstanding (II) | 100,000,000 | 100,000,000 |
| Basic and diluted earnings per share (I) / (II) | 1.1607 | 0.0795 |
| of continued operations | 1.2254 | 0.0877 |
| of business unit held for sale | (0.0647) | (0.0082) |
During the period ended 30 June 2009 no dividends were distributed.
11. GOODWILL
The relevant information regarding the companies acquired by the Group during the 6 month period ended at 30 June 2009 can be summarised as follows:
| Acquired company | Business activity | Acquisition date |
% acquired | Acquisition cost |
|---|---|---|---|---|
| Parque Eólico Penha da Gardunha, Lda | Electricity generation | June 09 | 100% | 3,476,538 |
| Macquarie Capital Wind Fund Pty Limited | Holding company | June 09 | - | 2,903,938 |
| Ground Investment Corp S.R.L. | Electricity generation | January 09 | 25% | 1,687,500 |
| Miharox S.R.L. | Agriculture | January 09 | 95% | 234,484 |
| Silverton Wind Farm Holding | Wind farms development | June 09 | - | 230,428 |
| Premium Management Consulting S.R.L. | Electricity generation | January 09 | 85% | 170,000 |
| Home Energy II, S.A. | Energy certification | June 09 | 5% | 148,421 |
| A & M Energy Systems | Solar panel installation | March 09 | 1% | 7,184 |
| Sassall Aluminium Pty Ltd | Aluminium façades installer | June 09 | 20% | 1,147 |
| 8,859,640 | ||||
| Attributable to the business unit held for sale | 234.484 | |||
| 8,625,156 |
Those acquisitions were accounted in accordance with the purchase method and represented cash out flows. The goodwill generated on these acquisitions is carried in the 'Goodwill' caption as the fair value exercise is not concluded.
Fair value allocation of the acquired assets and liabilities can be summarised as follows:
| Carrying amounts | |||
|---|---|---|---|
| of acquired assets | |||
| and liabilities | Fair | ||
| before the | value | Fair | |
| acquisition | allocation | value | |
| Net assets acquired: | |||
| Tangible assets | 374,052 | - | 374,052 |
| Intangible assets | 663,884 | - | 663,884 |
| Inventories | 66,633 | - | 66,633 |
| Trade and others debtors | 3,334,824 | - | 3,334,824 |
| Cash and cash equivalents | 6,055 | - | 6,055 |
| Loans | (507,741) | - | (507,741) |
| Suppliers and others creditors | (4,254,702) | - | (4,254,702) |
| Others | 32,240 | - | 32,240 |
| (284,754) | - | (284,754) | |
| Goodwill | 9,144,394 | ||
| Attributable to the business unit held for sale | 176,888 | ||
| Attributable to the continued activities | 8,967,506 | ||
| Total acquisition cost: | 8,859,640 | ||
| Attributable to the business unit held for sale | 234,484 | ||
| Attributable to the continued activities | 8,625,156 | ||
| Acquisition cost paid in cash | 8,859,640 | ||
| Cash flows generated by the acquisitions: | |||
| - Cash and cash equivalents paid | 8,859,640 | ||
| - Cash and cash equivalents in the acquired companies | (6,055) | ||
| 8,853,584 |
The contribution of the acquired companies to the revenues and to the profit for the 6 month period ended 30 June 2009, starting from the acquisition date, is imaterial.
At 30 June 2009 and 31 December 2008 the movement occurred in the caption 'Goodwill' is as follows:
| st Half 2009 1 |
2008 | |
|---|---|---|
| Cost | ||
| Opening balance | 70,681,731 | 33,345,622 |
| Acquisition of subsidiaries | 9,144,394 | 38,369,318 |
| Reductions arising from the realization of deferred tax assets not previously recognized | ||
| - SPEE 2 | (1,300,000) | - |
| - Ventania | (596,193) | |
| Sale of subsidiaries | (981,156) | - |
| Effect of foreign currency exchange differences | 2,181,828 | (908,709) |
| Others | (16,901) | (124,500) |
| Closing balance | 79,113,703 | 70,681,731 |
| Attributable to the business unit held for sale | 13,113,078 | |
| Attributable to the continued activities | 66,000,625 | |
| Accumulated impairment losses |
| Opening balance | 2,685,876 | - |
|---|---|---|
| Impairment losses recognized in the period (Note 8) | 13,214,457 | 2,685,876 |
| Closing balance | 15,900,333 | 2,685,876 |
| Carrying amount at the beginning of the period | 67,995,855 | 33,345,622 |
| Carrying amount at the end of the period | 63,213,370 | 67,995,855 |
| Attributable to the business unit held for sale | 13,113,078 | |
| Attributable to the continued activities | 50,100,292 |
At 30 June 2009 and 31 December 2008, the breakdown of 'Goodwill' is as follows:
| 30 June 2009 | 2008 | |||
|---|---|---|---|---|
| Accumulated | ||||
| Cost | impairment losses | Carrying amount | Carrying amount | |
| Martifer Construções | 5,448,792 | - | 5,448,792 | 5,448,792 |
| Martifer Metallic Construction | 4,127,466 | - | 4,127,466 | 4,127,466 |
| Martifer Energy Systems | - | - | - | 981,156 |
| MGI | 8,373 | - | 8,373 | 8,373 |
| Agromec | 634,064 | - | 634,064 | 634,064 |
| Bukowsko | 796,974 | - | 796,974 | 796,974 |
| CES | 1,595,582 | 1,595,582 | - | 1,595,582 |
| Eviva Drzezewo | 634,959 | - | 634,959 | 634,959 |
| Eviva Gac | 148,633 | - | 148,633 | 148,633 |
| Eviva Zebowo | 148,633 | - | 148,633 | 148,633 |
| Eviva Polska | 7,329,313 | - | 7,329,313 | 7,329,313 |
| IWP | 574,545 | - | 574,545 | 574,545 |
| Eviva Energy s.r.l. | 9,368,124 | 9,368,124 | - | 9,368,124 |
| Eviva GmbH | 5,587 | 5,587 | - | 5,587 |
| Eviva Hidro | 16,901 | - | 16,901 | 16,901 |
| Martifer GmbH | 6,026 | - | 6,026 | 6,026 |
| Eviva s.r.o. | 1,656,260 | 1,656,260 | - | 1,656,260 |
| Martifer Solar | 1,493,776 | - | 1,493,776 | 1,493,776 |
| Agrozootehnica | 295,190 | - | 295,190 | 295,190 |
| Zimbrul | 441,888 | - | 441,888 | 441,888 |
| Prio SGPS | 11,100,000 | - | 11,100,000 | 11,100,000 |
| Macquarie | 14,302,786 | - | 14,302,786 | 9,759,920 |
| Ventania | - | - | - | 596,193 |
| Navalria | 1,618,675 | - | 1,618,675 | 1,618,675 |
| Sassall Glass & Joinery | 3,660,805 | - | 3,660,805 | 3,134,454 |
| Solar Parks | 2,685,876 | (2,685,876) | - | - |
| Energia Wiatrowa | 1,857,699 | - | 1,857,699 | 1,857,699 |
| SPEE 2 | - | - | - | 1,300,000 |
| Eviva Rumsko | 637,197 | - | 637,197 | 637,197 |
| Eviva Gizalki | 602,432 | - | 602,432 | 602,432 |
| Veiga & Seabra | 474,381 | - | 474,381 | 474,381 |
| Total Natural | 509,173 | (509,173) | - | 509,173 |
| A & M | 351,046 | - | 351,046 | 305,609 |
| PVI | 72,205 | - | 72,205 | 72,205 |
| Eviva Redecin | 232,945 | - | 232,945 | 232,945 |
| Vesto | 17,895 | (17,895) | - | 17,895 |
| Pro Wind | 61,835 | (61,835) | - | 61,835 |
| Eviva Bippen | 3,000 | - | 3,000 | 3,000 |
| Ground Investment | 1,642,048 | - | 1,642,048 | - |
| Premium Management | 201,653 | - | 201,653 | - |
| Miharox | 167,554 | - | 167,554 | - |
| Parque Eólico Penha da Gardunha | 3,673,386 | - | 3,673,386 | - |
| Home Energy II | 154,280 | - | 154,280 | - |
| Sassall Aluminium Pty Ltd | 142,219 | - | 142,219 | - |
| Silverton | 230,428 | - | 230,428 | - |
| Total | 79,113,703 | (15,900,333) | 63,213,370 | 67,995,855 |
| Attributable to the business unit held for sale | 13,113,078 | - | 13,113,078 | |
| Attributable to the continued activities | 66,000,625 | (15,900,333) | 50,100,292 | |
During the 6 month period ended 30 June 2009, the Group concluded the allocation of the fair value of the assets and liabilities acquired through the acquisitions of associate companies Ventania and SPEE2 and the recognized goodwill was reclassified to the caption 'Intangible assets – licences'. For the remaining acquisitions, the fair value allocation process has not been concluded.
12. INTANGIBLE ASSETS
At 30 June 2009 and 31 December 2008 the gross amount of 'Intangible assets' can be analysed as follows:
| Software and other rights |
Intangible assets in progress |
Advances for the acquisition of intangible assets |
Total | |
|---|---|---|---|---|
| 31 December 2008 | ||||
| Opening balance | 51,805,753.60 | 159,964 | - | 51,965,718 |
| Additions | 3,508,905 | 10,354,723 | 1,127,664 | 14,991,292 |
| Sales, disposals and write-offs | 175,235 | - | - | 175,235 |
| Effect of foreign currency exchange differences | (21,381) | 127,198 | - | 105,817 |
| Changes in the consolidation perimeter | 1,709 | - | - | 1,709 |
| Transfers and other movements | (6,113,875) | 2,206,116 | - | (3,907,759) |
| 49,005,876 | 12,848,001 | 1,127,664 | 62,981,541 | |
| 30 June 2009 | ||||
| Opening balance | 49,005,876 | 12,848,001 | 1,127,664 | 62,981,541 |
| Additions | 1,575,172 | 4,580,416 | 2,351,383 | 8,506,971 |
| Sales, disposals and write-offs | 24,312 | - | - | 24,312 |
| Effect of foreign currency exchange differences | 624,863 | (117,516) | - | 507,346 |
| Changes in the consolidation perimeter | (571,226) | (28,742) | - | (599,968) |
| Impairments | (9,688,243) | - | - | (9,688,243) |
| Transfers and other movements | 8,653,922 | (4,720,883) | - | 3,933,039 |
| 49,576,051 | 12,561,276 | 3,479,046 | 65,616,374 |
The additions in intangible fixed assets during the 6 month period ended 30 June 2009 relates mostly to the transfer, from intangible assets in progress, of the investment in the ERP SAP system being implemented in the Group, as well as the recording of the fair value of the licences in associate companies Ventania and SPEE2 previously recorded under 'Goodwill'.
At 30 June 2009 and 31 December 2008, the accumulated depreciation and impairment losses of 'Intangible assets' can be analysed as follows:
| Advances for | ||||
|---|---|---|---|---|
| the acquisition | ||||
| Software and | Intangible assets | of intangible | ||
| other rights | in progress | assets | Total | |
| 31 December 2008 | ||||
| Opening balance | 3,032,946 | - | - | 3,032,946 |
| Additions | 3,727,224 | - | - | 3,727,224 |
| Sales, disposals and write-offs | 131,130 | - | - | 131,130 |
| Effect of foreign currency exchange differences | (32,680) | - | - | (32,680) |
| Transfers and other movements | (459,035) | - | - | (459,035) |
| 6,137,325 | - | - | 6,137,325 | |
| 30 June 2009 | ||||
| Opening balance | 6,137,325 | - | - | 6,137,325 |
| Additions | 1,884,318 | - | - | 1,884,318 |
| Sales, disposals and write-offs | 6,753 | - | - | 6,753 |
| Effect of foreign currency exchange differences | (6,106) | - | - | (6,106) |
| Changes in the consolidation perimeter | (36,968) | - | - | (36,968) |
| Transfers and other movements | (4,990) | - | - | (4,990) |
| 7,966,824 | - | - | 7,966,824 | |
| Carrying amount: | ||||
| 31 December 2008 | 42,868,552 | 12,848,001 | 1,127,664 | 56,844,217 |
| 30 June 2009 | 41,609,227 | 12,561,276 | 3,479,046 | 57,649,549 |
| Attributable to the business unit held for sale | 6,583,712 | - | - | 6,583,712 |
| 35,025,515 | 12,561,276 | 3,479,046 | 51,065,838 |
13. TANGIBLE ASSETS
At 30 June 2009 and 31 December 2008 the gross amount of land and buildings, equipments, tangible assets in progress and other tangible assets can be analysed as follows:
| Land and | Tangible assets | Other tangible | |||
|---|---|---|---|---|---|
| buildings | Equipments | in progress | assets | Total | |
| 31 December 2008 | |||||
| Opening balance | 132,956,707 | 122,566,244 | 54,107,594 | 5,745,469 | 315,376,015 |
| Additions | 16,620,889 | 25,187,330 | 156,755,986 | 52,492,602 | 251,056,807 |
| Sales, disposals and write-offs | 285,414 | 2,547,786 | - | 9,645 | 2,842,845 |
| Foreign exchange differences | (5,646,846) | (4,457,572) | (970,919) | (517,475) | (11,592,811) |
| Changes in the perimeter | 1,321,584 | 1,972,087 | 8,878,956 | 630,059 | 12,802,686 |
| Transfers, other movements | 56,916,867 | 15,495,948 | (61,336,518) | (2,228,587) | 8,847,710 |
| 201,883,787 | 158,216,251 | 157,435,099 | 56,112,423 | 573,647,562 | |
| 30 June 2009 | |||||
| Opening balance | 201,883,787 | 158,216,251 | 157,435,099 | 56,112,423 | 573,647,562 |
| Additions | 1,688,236 | 6,912,877 | 83,759,827 | 3,538,848 | 95,899,788 |
| Sales, disposals and write-offs | 49,985 | 923,051 | 160,517 | 418,039 | 1,551,592 |
| Foreign exchange differences | 476,349 | 2,039,403 | (4,113,652) | 42,284 | (1,555,615) |
| Changes in the perimeter | (101,282) | (398,597) | 311,788 | (596,692) | (784,783) |
| Impairments | (39,927) | (2,071,567) | (4,413,499) | (161,628) | (6,686,622) |
| Transfers, other movements | 24,526,771 | 15,656,842 | (33,647,141) | (14,605,592) | (8,069,119) |
| 228,383,949 | 179,432,158 | 199,171,906 | 43,911,604 | 650,899,619 |
The additions to tangible fixed assets in the period ended 30 June 2009 are related mainly to the construction of wind farms in the Electricity Generation segment (2009: 58,836,776 Euros) and the construction of industrial units in Angola in the Metallic Construction segment (2009: 5,762,431 Euros). The construction of wind farms in Romania, Poland and Portugal was responsible for additions totalling 53,512,765 Euros.
The amount recorded in 'Changes in the perimeter' is related mainly to the change in consolidation method of associate companies Repower Portugal and Ventipower.
The impairments of tangible fixed assets result mainly from the depreciation of assets in the Energy Systems segment (2,056,970 Euros) and Electricity Generation segment (4,629,652 Euros).
At 30 June 2009 and 31 December 2008, the accumulated depreciation and impairment losses of 'Tangible fixed assets' can be analysed as follows:
| Land and buildings |
Equipments | Tangible assets in progress |
Other tangible assets |
Total | |
|---|---|---|---|---|---|
| 31 December 2008 | |||||
| Opening balance | 15,679,067 | 34,562,200 | - | 218,621 | 50,459,888 |
| Additions | 6,588,955 | 12,223,477 | - | 314,619 | 19,127,051 |
| Sales, disposals and write-offs | 8,636 | 1,582,968 | - | 6,342 | 1,597,946 |
| Foreign exchange differences | (181,609) | (607,288) | - | 14,756 | (774,141) |
| Changes in the perimeter | 259,578 | 613,668 | - | 284,555 | 1,157,800 |
| Transfers, other movements | 716,469 | 773,879 | - | 359,421 | 1,849,769 |
| 23,053,824 | 45,982,967 | - | 1,185,630 | 70,222,421 | |
| 30 June 2009 | |||||
| Opening balance | 23,053,824 | 45,982,967 | - | 1,185,630 | 70,222,421 |
| Additions | 3,944,043 | 7,835,276 | - | 778,952 | 12,558,272 |
| Sales, disposals and write-offs | - | 581,881 | - | 15,690 | 597,571 |
| Foreign exchange differences | (70,833) | (144,679) | - | 6,990 | (208,521) |
| Changes in the perimeter | - | (118,290) | - | 10,657 | (107,633) |
| Transfers, other movements | (14,398) | 25,271 | - | (5,609) | 5,263 |
| 26,912,636 | 52,998,665 | - | 1,960,930 | 81,872,230 | |
| Carrying amount | |||||
| 31 December 2008 | 178,829,963 | 112,233,284 | 157,435,099 | 54,926,793 | 503,425,141 |
| 30 June 2009 | 201,471,313 | 126,433,494 | 199,171,906 | 41,950,674 | 569,027,388 |
| Attributable to the business unit held for sale |
105,048,855 | 20,993,610 | 53,767,468 | 2,136,565 | 181,946,498 |
| 96,422,458 | 105,439,883 | 145,404,438 | 39,814,110 | 387,080,889 |
The increase in amortisations of equipments in the 6 month period ended 30 June 2009 is mostly due to the capital expenditures in industrial units and in electricity generation assets, in previous periods.
14. INVESTMENT PROPERTY
At 30 June 2009, the caption 'Investment property' relates to the Benavente Business Centre (construction concluded in 2008) and the Tavira Gran Plaza shopping centre (concluded and opened in June 2009), both held by Martifer Group to earn rental income. These assets are carried at fair market value, according to an independent appraisal made by Cushman & Wakefield – Consultoria Imobiliária, Unipessoal, Lda, according to international practices (RICS Red Book).
Martifer Group will perform regular revaluations of this property, and gains and losses arising from changes in the fair value will be charged to profit or loss in the period in which they arise.
At 30 June 2009 and 31 December 2008, the fair market value of these properties amounted to 9,5 million Euro and 47.5 million Euros, respectively. To reach the fair market value, the rent income method was used, which compares a contractual rent to the estimated market rent. The fair market value of the Benavente Business Centre at 30 June 2009 is not expected to be materially different.
15. AVAILABLE FOR SALE INVESTMENTS
At 30 June 2009 and 31 December 2008, available for sale investments are as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| EDP Energias de Portugal, S.A. | 49,436,100 | 47,701,500 |
| Others | 41,251 | 698,990 |
| 49,477,351 | 48,400,490 | |
| Attributable to the business unit held for sale | 6,003 | |
| 49,471,348 |
At 30 June 2009, the Group owned 17,700,000 shares of EDP – Energias de Portugal, S.A. corresponding to a 0.48% financial stake of the share capital of that company. The change in fair value of the EDP stake is recorded in the caption 'Fair value reserves on available for sale investments' in 'Equity'. For the period ended 30 June 2009, the company did not reclassify any financial investments.
The changes in the 6 month period ended 30 June 2009 and in 2008 in 'Available for sale investments' were as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Opening balance | 48,400,490 | 10,830,270 |
| Additions | - | 116,919,900 |
| Sales | - | (82,191,498) |
| Changes in fair value | 1,734,600 | 2,841,818 |
| Other changes | (657,739) | - |
| Closing balance | 49,477,351 | 48,400,490 |
| Attributable to the business unit held for sale | 6,003 | |
| 49,471,348 | ||
16. INVENTORIES AND BIOLOGICAL ASSETS
At 30 June 2009 and 31 December 2008, 'Inventories and biological assets' are as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Raw-materials, subsidiaries and other consumables | 32,472,898 | 57,439,478 |
| Work in progress | 4,572,391 | 3,858,831 |
| Merchandise | 46,564,582 | 45,712,085 |
| Finished goods | 6,753,063 | 7,019,765 |
| Advances for the purchase of inventories | 6,946,796 | 41,482,493 |
| Carriyng amount excluding biological assets | 97,309,730 | 155,512,651 |
| Biological assets | 13,235,190 | 6,214,509 |
| 110,544,920 | 161,727,160 | |
| Attributable to the business unit held for sale | 36,398,075 | |
| 74,146,845 |
The change in 'Raw materials, subsidiaries and other consumables' results from the reduction in inventories at the business unit available for sale and in the Energy Systems and Metallic Construction segments.
The change in 'Advances for the purchase of inventories' reflects mainly the conclusion of the works in Tavira Gran Plaza and its subsequent reclassification as an 'Investment property'.
17. OTHER CURRENT ASSETS
At 30 June 2009 and 31 December 2008, the breakdown of the caption 'Other current assets' is as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Acrrued income | ||
| Prodution not invoiced (construction contracts) | 68,654,447 | 63,486,769 |
| Interest to be received | 213,669 | 333,276 |
| Other accrued income | 4,950,157 | 5,357,256 |
| 73,818,274 | 69,177,302 | |
| Prepayments | ||
| Insurances | 1,277,182 | 1,045,393 |
| Interest and other financial costs | 937,345 | 120,356 |
| Rents | 469,965 | 1,388,118 |
| Other prepayments | 6,946,908 | 3,793,210 |
| 9,631,400 | 6,347,077 | |
| 83,449,674 | 75,524,379 | |
| Attributable to the business unit held for sale | 2,973,479 | |
| 80,476,195 |
18. SHARE CAPITAL
Martifer SGPS, SA share capital, fully subscribed and paid at 30 June 2009, amounts to 50,000,000 Euro and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share.
At 30 June 2009, the share capital of Martifer SGPS, SA was held in 41.52% by I'M SGPS, SA and in 37.5% by Mota-Engil SGPS, SA. The remaining represents free-float listed in Euronext Lisbon.
19. LOANS
At 30 June 2009 and 31 December 2008, 'Loans' obtained can be analysed as follows:
| 31 December 2008 | Till 1 year | 2 years | Between 3 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|---|
| Loans obtained from financial institutions | |||||
| Bank loans | 97,141,807 | 19,327,014 | 47,622,263 | 32,295,010 | 196,386,094 |
| Bank overdrafts | 89,768,866 | - | - | - | 89,768,866 |
| Authorized overdrafts | 64,641,750 | - | - | - | 64,641,750 |
| Other obtained loans | |||||
| Commercial paper | 187,200,000 | 4,000,000 | 12,000,000 | 2,000,000 | 205,200,000 |
| Other loans | 1,128,672 | 841,911 | 1,105,903 | 49,425,680 | 52,502,166 |
| 439,881,095 | 24,168,926 | 60,728,166 | 83,720,690 | 608,498,877 |
| 30 June 2009 | Till 1 year | 2 years | Between 3 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|---|
| Loans obtained from financial institutions | |||||
| Bank loans | 49,819,626 | 38,129,375 | 54,560,492 | 33,707,779 | 176,217,273 |
| Bank overdrafts | 40,209,774 | - | - | - | 40,209,774 |
| Authorized overdrafts | 76,145,868 | - | - | - | 76,145,868 |
| Other obtained loans | |||||
| Commercial paper | 150,500,000 | - | - | - | 150,500,000 |
| Other loans | 38,704,522 | 1,105,903 | 276,476 | 62,244,495 | 102,331,396 |
| 459,856,495 | 26,079,713 | 70,092,620 | 95,432,336 | 651,461,164 | |
| Attributable to the business unit held for sale | 85,293,737 | 17,624,415 | 11,286,159 | 482,463 | 114,686,774 |
| 270,086,053 | 21,610,863 | 43,550,809 | 95,469,811 | 430,717,536 |
The change in Loans results from the monies received from the sale of the financial investment in Repower Systems AG. The loans with more than 5 year maturity increased mostly due to the increase of the financing related to the Tavira Gran Plaza. The reduction in 'Commercial paper' results from debt renegotiation.
20. OTHER CURRENT LIABILITIES
At 30 June 2009 and 31 December 2008, 'Other current liabilities' can be analysed as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Accrued costs | ||
| Holiday pay and bonuses | 8,094,536 | 6,415,577 |
| Interest beared but not yet overdue | 2,510,365 | 3,011,617 |
| Production performed by third parties not yet invoiced | 1,023,701 | 369,995 |
| Other accrued expenses | 13,760,864 | 12,882,569 |
| 25,389,467 | 22,679,758 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 28,058,468 | 62,235,801 |
| Subsidies / Government grants | 824,538 | 756,900 |
| Other deferred income | 2,874,537 | 5,403,110 |
| 31,757,543 | 68,395,811 | |
| 57,147,010 | 91,075,569 | |
| Attributable to the business unit held for sale | 5,200,995 | |
| 51,946,014 |
The change in the caption 'Deferred income – Production invoiced and not yet performed' is related mainly to wind farm construction contracts and the impact of the change in consolidation method of Repower Portugal.
21. PROVISIONS
At 30 June 2009 and 31 December 2008, the caption 'Provisions' can be detailed as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Quality guarantees | 2,070,521 | 2,463,396 |
| Legal claims in progress | 239,555 | 226,527 |
| Provisions arising from the use of the equity method | 1,229,594 | 766,309 |
| Others | 4,578,806 | 481,421 |
| 8,118,476 | 3,937,654 | |
| Attributable to the business unit held for sale | 600,000 | |
| 7,518,476 |
The changes in 'Provisions' in the 6 month period ended 30 June 2009 result mainly from the asset assessement carried out in the Electricity Generation segment disclosed in Note 8.
The information regarding changes in provisions, with reference to the above mentioned period, is as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Opening balance | 3,937,654 | 6,325,137 |
| Increases (Note 8) | 4,756,357 | 1,597,619 |
| Decreases | 400,000 | 501,059 |
| Change of consolidation perimeter, exchange rate differences and transfers | (175,534) | (3,484,043) |
| Closing balance | 8,118,476 | 3,937,654 |
| Attributable to the business unit held for sale | 600,000 | |
| 7,518,476 |
22. CONTINGENT LIABILITIES
On 30 June 2009, there is a liability arising from warranties provided by Martifer SGPS, SA to associate company Gebox, SA, in accordance with the terms of the 'Joint Venture Contract' between Gebox, SA and Pujol Muntalá, SA.
As the argument on the rightfulness of the cancelation of the above mentioned contract is currently being discussed in a Court of Arbitration, it is not possible to quantify the indemnity or on which party such liability will fall.
23. RELATED PARTIES TRANSACTIONS
Group companies have commercial relationships between them that qualify as 'Related parties transactions'. All of these transactions are performed on an arm's length basis.
During the consolidation procedures all of these transactions have been eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as an unique company.
Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 30 de Junho 2009.
In addition to the companies included in the consolidated financial statements (Note 2), the list of the Martifer Group related parties is disclosed below:
Aenor – Auto-Estradas do Norte, S.A. ("Aenor") Aenor Douro - Estradas do Douro Interior, SA Almaque - Serviços Técnicos, S.A. ("Almaque") Ambigere, SA ("Ambigere") Ambilital – Investimentos Ambientais no Alentejo, EIM. ("Ambilital") Areagolfe - Gestão, Construção e Manutenção de Campos de Golf, S.A. ("Areagolfe") Ascendi - Concessões de Transportes, SGPS, S.A. ("Ascendi SGPS") Ascendi-Serv. Assessoria Gestão Operação, S.A. ("Ascendi SA") Asinter – Comércio Internacional, Lda. ("Asinter") Aurimove – Utilidades, Equip. e Invest. Imobiliários, Lda. ("Aurimove") Auto Sueco Angola, S.A. ("Auto Sueco Angola") Beiratir - Terminais da Covilhã, Lda. ("Beiratir") Berd - Projecto Investigação e Engenharia de Pontes, SA ("Berd") Calçadas do Douro - Sociedade Imobiliária, Lda. ("Calçadas do Douro") Cimertex & Companhia- Comércio Equip. e Ser. Técnicos, Lda. ("Cimertex & Companhia") Cimertex Angola – Sociedade de Máquinas e Equipamentos, Lda. ("Cimertex Angola") Citrup – Centro Integrado de Resíduos, Lda. ("Citrup") Companhia Portuguesa de Trabalhos Portuários e Construções, S.A. ("CPTP") Construcciones CRESPO, SA ("Crespo") Constructora Autopista Perote Xalapa, S.A. de C.V. Corgimobil - Empresa Imobiliária das Corgas, Lda. ("Corgimobil") Correia & Correia, Lda. ("Correia & Correia") Creativ S.A. Detalhes Urbanos, SA E.A.Moreira - Agentes de Navegação, S.A. ("E.A. Moreira") Ecolezíria - Empresa Intermunicipal para o Tratamento de Resíduos Sólidos, E. I. M. ("Ecolezíria") Edifício Mota - Viso – Soc. Imobiliária, Lda. ("Mota Viso") Edipainel – Utilidades, Equipamentos e Investimentos Imobiliários, Lda. ("Venimove") Ekosrodowisko Spółka z.o.o. ("Ekosrodowisko") Emocil – Empresa Moçambicana de Construção Imobiliária ("Emocil")
EMSA – Empreendimentos e Exploração de Estacionamentos, S.A. ("EMSA") Engil 4i – SGPS, S.A. ("Engil 4I") Enviroil – Resíduos e Energia, Lda. ("Enviroil") Estia Development, Lda Estia R&W, Srl ESTIA, SGPS, S.A. Ferreiros & Almeida, S.A. Ferrovias e Construções, S.A. ("Ferrovias") Geogranitos – Pedreiras de Amarante, Lda. ("Geogranitos") Glan Agua Ltd God Project Development ("GOD") Grossiman, SL ("Grossiman") GT - Investimentos Internacionais SGPS, SA ("GT SGPS") Hifer Construccion Conservación e Servicios, S.A. ("Hifer") Horizon Living Oporto, S.A. I´M MINING SGPS, SA I'M, SGPS, S.A. (anteriormente denominada MTO SGPS, S.A.) Icer – Indústria de Cerâmica, Lda. ("Icer") Indaqua – Indústria e Gestão de Águas, S.A. ("Indaqua") Indaqua Fafe – Gestão de Águas de Fafe, S.A. ("Indaqua Fafe") Indaqua Feira - Indústria de Águas de Santa Maria da Feira, S.A. ("Indaqua Feira") Indaqua Matosinhos - Gestão Águas de Matosinhos, S.A. ("Indaqua Matosinhos") Indaqua Santo Tirso – Gestão de Águas de Santo Tirso, S.A. ("Indaqua St. Tirso") Indaqua Vila do Conde - Gestão de Águas de Vila do Conde S.A. ("Indaqua Conde") INVESPORT HOLDING, BV InvestAmbiente - Recolha de Resíduos e Gestão de Sistemas de Saneamento Básico, SA ("Investambiente") Jasz-Vasut, Kft ("Jasz-Vasut") Kiev Project1,LLC Kiev Project2,LLC Kilińskiego Project Development Sp. z o.o. Kordylewskiego Project Development Sp. z o.o. ("Kord") Kozielska Sp. z o.o. ("Kozielska") Kozielska, Sp Zoo Largo do Paço – Investimentos Turísticos e Imobiliários, Lda. ("Largo do Paço") Liscont - Operadores de Contentores, S.A. ("Liscont") Lisprojecto - Consultoria e Soluções Informáticas, S.A. ("Lisprojecto") Logz - Atlantic Hub, S.A. Lokemark - Soluções de Marketing ("Lokemark") LusoLisboa AE da Grande Lisboa, S.A. ("LusoLisboa") Lusoscut – Auto Estradas do Grande Porto, S.A. ("Lusoscut GP") Lusoscut – Auto-Estradas da Costa de Prata, S.A. ("Lusoscut CP") Lusoscut – Auto-Estradas das Beiras Litoral e Alta, S.A. ("Lusoscut BLA") M City Bialystok M City Legnica M City Siedem M City Szczecin M City Szesc Mamaia Investments, Srl Manvia - Manutenção e Exploração de Instalações e Construção, S.A. ("Manvia") Maprel - Nelas, Indústria de Pré- Fabricados, S.A. ("Maprel Nelas") M-E Kruszywa S.A. ("ME-Kruszywa") MEGAJOULE Lda MEIC - Mota-Engil Ireland Construction Limited ("MEIC") ME-Investitii AV s.r.l. ("ME-Investitii") MEITS, Mota-Engil Imobiliário e Turismo, S.A. ("MEIT") MESP- Mota Engil , Serviços Partilhados, Administrativos e de Gestão, S.A. ("MESP") Metroepszolg, RT ("Metroepszolg") MI 2 Sp Zoo MI 2 Spółka z ograniczoną odpowiedzialnością ("MI-2") Mil e Sessenta – Sociedade Imobiliária, Lda. ("Mil e Sessenta") M-Invest Barrandov, a.s. ("Barrandov") M-Invest Bohdalec, A.S. ("Bohdalec") M-Invest Devonska, s.r.o. ("M-Invest Devonska") M-Invest Jihlavska, A.S. ("Jihlavska") M-Invest Polska, Sp. z.o.o. ("M-Invest Polska") M-Invest Portugalia, s.r.o. ("M-Invest Portugalia") M-Invest Slovakia Mierova, s.r.o. ("Mierova") M-Invest Slovakia Trnavska, s.r.o. ("Trnavska") M-Invest Slovakia, s.r.o. ("M-Invest Slovakia") M-Invest, sro ("M-Invest") MKContructors, LLC ("MKC") Moravské Pozemní Stavby, s.r.o. ("MPS")
Mota Engil Irish Services Ltd Mota Engil, SGPS, S.A., sociedade aberta (" Mota Engil SGPS") Mota Internacional – Comércio e Consultadoria Económica, Lda ("Mota Internacional") Motadómus - Sociedade Imobiliária, Lda. ("Motadómus") Mota-Engil Concessões de Transportes, SGPS, S.A. ("MECT") Mota-Engil Engenharia e Construção, S.A. ("Mota-Engil Engenharia") Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. ("MEASII") Mota-Engil Magyarorszag, Rt ("Mota-Engil Magyarorszag") Mota-Engil Pavimentações, S.A. ("ME-Pavimentações") Mota-Engil Polska, S.A. ("Mota-Engil Polska") Mota-Engil Real Estate Hungary ("Merehun") Mota-Engil S.Tomé e Principe ("ME S.Tomé") Mota-Engil Slovakia, a. s. ("Mota-Engil Eslováquia") Mota-Engil Srodowisko, Sp. z.o.o. ("MES") Mota-Engil, Ambiente e Serviços, SGPS, S.A. ("Mota-Engil Ambiente e Serviços") Mota-Engil, Tecnologias de Informação, S.A. ("METI") MTO GmbH Multiterminal - Soc. De Estiva e tráfego, S.A. ("Multiterminal") Nana Fundulea Project Develo, BV Norcargas - Cargas e Descargas, Lda. ("Norcargas") Nortedómus, Lda. ("Nortedómus") Nova Beira - Gestão de Resíduos, SA ("Nova Beira") Novaflex - Técnicas do Ambiente, SA ("Novaflex") Obol Invest Kft Öböl XI Kft. Operadora Douro Interior - Operação e Manutenção Rodoviária, SA Operadora GL - Op. e Manut. de Auto-Estradas, SA ("Operadora LusoLisboa") Operadora Lusoscut CP – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut CP") Operadora Lusoscut BLA – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut BLA") Operadora Lusoscut GP – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut GP") Operanor – Operação e Manutenção de Auto Estradas, S.A. ("Operanor") Operport - Sociedade Portuguesa de Operadores Portuários, Lda. ("Operport") Parquegil - Planeamento e Gestão de Estacionamento, S.A. ("Parquegil") Piastowska Project Development Sp. z o.o. ("Piastowska") Planinova – Sociedade Imobiliária, S.A. ("Planinova") Plaza Center I Porthold Project Dev, BV Prefal – Préfabricados de Luanda, Lda. ("Prefal") Probigalp Ligantes Betuminosos, S.A. ("Progalp") Promo Jeden Promodois, S.A. Promodoze, Lda. Promojoden, SA Promoquinze S.A. Promovinte, S.A. Qualibetão – Comercialização de Betões, Lda.("Qualibetão") Quartzolita, Lda Real Verde - Técnicas de Ambiente, SA ("Real Verde") Realmota, sro ("Realmota") Relevente Função - Gestão e Valorização Resíduos, Lda Rentaco - Equipamentos de Construção, Transportes, Combustíveis e Serviços, Sociedade Unipessoal, Lda. ("Rentaco") Rentaco Angola ("Rentaco Angola") Resiges - Gestão de Resíduos Hospitalares, Lda. ("Resiges") Resilei – Tratamento de Resíduos Industriais, Lda ("Resilei") Rima – Resíduos Industriais e Meio Ambiente, S.A. ("Rima") RO SUD, S.R.L. RTA - Rio Tâmega, Turismo e Recreio, S.A. ("RTA") Sadomar - Ag. de Naveg. e Trânsitos, S.A. ("Sadomar") Sadoport - Terminal Marítimo do Sado, S.A. ("Sadoport") Sealine - Navegação e Afretamentos ("Sealine") Sedengil – Sociedade Imobiliária, Lda. ("Sedengil") Sefimota, AS ("Sefimota") SGA – Sociedade do Golfe de Amarante, S.A. ("SGA") SIGA - Serviço Integrado Gestão Ambiental ("Siga") SLPP - Serviços Logísticos de Portos Portugueses, S.A. ("SLPP") Socarpor - Soc. Cargas Port. (Aveiro), S.A. ("Socarpor Aveiro") Socarpor - Soc. Gestora de Participações Sociais (Douro e Leixões), S.A. ("Socarpor SGPSD/L") Sołtysowska Project Development Sp. z o.o. ("Soltysowska") Sonauta-Sociedade de Navegação, Lda. ("Sonauta") Soprocil – Sociedade de Projectos e Construções Civis, S.A. ("Soprocil") SOSEL, S.A. Sotagus - Terminal de Contentores de Santa Apolónia, S.A. ("Sotagus")
SRI - Gestão de Resíduos, Lda SUMA – Serviços Urbanos Meio Ambiente, S.A. ("SUMA") SUMA (Douro) Serviços Urbanos e Meio Ambiente, Lda. ("SUMA Douro") SUMA (Esposende) Serviços Urbanos, Lda. ("SUMA Esposende") SUMA (Matosinhos) Serviços Urbanos, S.A. "Suma Matosinhos" SUMA (Porto) - Serviços Urbanos e Meio Ambiente, S.A. Tabella Holding, BV ("Tabella") Takargo-Trasporte de Mercadorias, S.A. TCL - Terminal de Contentores de Leixões, S.A. ("TCL") Tecnocarril – Sociedade de Serviços Industriais e Ferroviários, Lda. ("Tecnocarril") TEN - Tráfego e Estiva do Norte, SA ("TEN") Ternor - Sociedade de Exploração de Terminais, S.A. ("Ternor") Tersado - Terminais Portuários do Sado, S.A. ("Tersado") Tertir - Concessões Portuárias, SGPS, SA ("Tertir SGPS") Tertir - Terminais de Portugal, S.A. ("Tertir") Tetenyi Project Development ("Tetenyi") Timoz - Transformadora Industrial de Mármores de Estremoz, Lda ("Timoz") Tracevia – Sinalização Segurança e Gestão de Tráfego, Lda. ("Tracevia") Tracevia Angola ("Tracevia Angola") Transitex - Trânsitos Extremadura, SL ("Transitex") Transitiber - Logística e Transporte Internacional, S.A. ("Transitiber") Translei, S.A. ("Translei") Tratofoz- Sociedade de Tratamento de Resíduos, S.A.("Tratofoz") Traversofer Industrie et Services Ferroviaires SARL ("Traversofer") Triu - Tecnicas de Resíduos Industriais e Urbanos, S.A. ("Triu") TTRM, Transferência e Triagem de Resíduos da Madeira ACE ("TTRM") Turalgo-Sociedade de Promoção Imobiliária e Turística do Algarve, S.A. ("Turalgo") VBT - Projectos e Obras de Arquitectura Paisagística, Lda Vibeiras – Sociedade Comercial de Plantas, S.A. ("Vibeiras") Vortal – Comércio Electrónico, Consultadoria e Multimédia, S.A. ("Vortal") Wideland Vision Lda Wilenska Project Development Sp. z.o.o. ("Wilenska")
24. JOINTLY CONTROLLED COMPANIES
At 30 June 2009 and 31 December 2008, jointly controlled companies contribution to the Group's consolidated financial statements, before intragroup eliminations, is as follows:
| 30 June 2009 |
31 December 2008 |
|
|---|---|---|
| Current assets | 32,237,822 | 14,818,498 |
| Non-current assets | 37,150,534 | 21,779,707 |
| Current liabilities | 38,456,448 | 11,143,427 |
| Non-current liabilities | 26,662,399 | 23,202,208 |
| st Half 2009 1 |
st Half 2008 1 |
|
| Total revenues | 20,186,852 | 2,161,341 |
| Total costs | 22,320,231 | 2,399,998 |
| Contribution to the earnings of the period | (2,413,776) | (177,905) |
The changes in the captions identified above at 30 June 2009 related to the change in consolidation method of Repower Portugal and Ventipower are: (i) increase of the contribution to current assets and non-current assets amounting to 17,876,531 Euros and 7,247,961 Euros, respectively; (ii) increase of the contribution to current liabilities and non-current liabilities amounting to 13,221,378 Euros and 7,105,278 Euros, respectively; (iii) increase in the contribution to total revenues and total costs of 17,706,355 Euros and 16,215,822 Euros, respectively; and (iv) increase in the contribution to the earnings of the period of 1,273,934 Euros.
There are no jointly controlled companies in the business unit held for sale as of 30 June 2009.
25. SUBSEQUENT EVENTS
No subsequent relevant events have occurred between the balance sheet date and the approval of these financial statements.
26. CASH FLOW STATEMENTS NOTES
Cash receipts related to financial investments in the 6 month period ended 30 June 2009 correspond, essentially, to the sale of Group's position in shares of Repower Systems AG that was completed in the second quarter of the year.
Cash payments related to financial investments in the 6 month period ended 30 June 2009 correspond to acquisitions of associate companies identified in Note 11.
27. APPROVAL OF THE FINANCIAL STATEMENTS
These financial statements were approved by the Board of Directors on 27 August 2009.
28. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS
These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails.
__________________________________ __________________________________
Oliveira de Frades, 27 August 2009
Chief Accountant Board of Directors
Lourenço Santos Matos Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ António Manuel Serrano Pontes
__________________________________ José Manuel de Almeida Rodrigues
__________________________________
Mário Jorge Henriques Couto
__________________________________ Jorge Paulo Sacadura Almeida Coelho
__________________________________ Eduardo Jorge de Almeida Rocha
Luís Valadares Tavares
__________________________________ Jorge Bento Ribeiro Barbosa Farinha
__________________________________