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Martifer — Interim / Quarterly Report 2013
Sep 2, 2013
1938_ir_2013-09-02_b08144ce-c4e9-488e-a2d2-ac755d605d53.pdf
Interim / Quarterly Report
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BEING GLOBAL REPORT
1H 2013
CONTENTS
| MANAGEMENT REPORT | 03 |
|---|---|
| 01 MARTIFER GROUP | 05 |
| Highlights | 06 |
| Key Financial Indicators | 06 |
| Main Events | 07 |
| Economic outlook | 09 |
| 02 FINANCIAL PERFORMANCE | 09 |
| Results Analysis | 10 |
| Revenues | 11 |
| EBITDA and Net Profit | 12 |
| CAPEX | 13 |
| Capital Structure Analysis | 13 |
| 03 ANALYSIS BY SEGMENT | 15 |
| Metallic Constructions | 16 |
| Solar | 18 |
| RE Developer | 19 |
| 04 FUTURE PROSPECTS | 28 |
| 05 MARTIFER SHARE'S PERFORMANCE | 21 |
| CONSOLIDATED FINANCIAL INFORMATION | 23 |
| 06 INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 25 |
07 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 31
MANAGEMENT REPORT
01 | MARTIFER GROUP
HIGHLIGHTS
- Operating Revenues of 289 M€ increasing by 18.5 % YoY, reflecting the significant improvement in volume of the core business area Solar
- EBITDA of 2.3 M€ (versus 21.2 M€ in 1H 2012), reflecting mostly a negative performance of the metallic constructions business area
- Net consolidated Profit of -48.7 M€
- Total Order Book of 428 M€: Metallic Construction (248 M€) and Solar (180 M€)
- Total Net Consolidated Debt of 380 M€, approx. 3 M€ above the FY 2012, mostly due to the CAPEX of 9 M€ and investment in Working Capital
- Extended Debt maturity, from ST to MLT (7yr.) of 97 M€ at the holding level.
- In July 2013, Martifer sold part of the share capital of its subsidiary PRIO ENERGY, SGPS, SA to the company OxyCapital - Sociedade de Capital de Risco, S.A., reducing its participation from 49 % to 10 %. This operation will allow the Martifer Group a reduction in its debt in around 31.2 M€ in the 2H 2013
| €M - IFRS | 1H13 | MARG. | 1H12 | MARG. | VAR.% |
|---|---|---|---|---|---|
| Revenues | 288.8 | 243.8 | 18.5% | ||
| EBITDA | 2.3 | 0.8% | 21.2 | 8.7% | -89.1% |
| EBIT | -27.4 | -9.5% | 6.7 | 2.8% | n.m. |
| Financial Results | -19.4 | -13.3 | -46.2% | ||
| Profit before tax | -46.8 | -6.5 | <-100% | ||
| Income tax | -1.8 | -3.4 | 45.5% | ||
| Consolidated Net Profit | -48.7 | -16.9% | -9.9 | -4.1% | <-100% |
| Attributable | |||||
| to non-controlling interests | 1.5 | 2.4 | -39.5% | ||
| to shareholders | -50.1 | -12.4 | <-100% |
MAIN FINANCIAL INDICATORS
MAIN EVENTS
JANUARY 2013
Inspira Martifer Solar signs contract for first rooftop PV project in India
Inspira Martifer Solar, a subsidiary of Martifer Solar for the Indian market, has signed an EPC contract with Mapro Foods for the construction of a 350 kW rooftop PV project in India.
Martifer Solar and the Valouro Group sign a new contract for the construction of seven PV projects in Portugal
Martifer Solar signed a new contract with Valouro Group, for the construction of seven new PV small generation projects, with a 1.3 MW peak power.
MARCH 2013
Martifer Solar and Montepio Crédito establish a partnership for financing small generation projects
Martifer Solar signed a protocol with Montepio Crédito, a company of the Montepio Group, to facilitate the access to the possibility of financing of PV small generation projects to companies in Portugal.
Martifer concludes two ships for Douro Azul
Navalria, a subsidiary of Martifer Metallic Constructions, concluded the construction of Queen Isabel and Amavida. The baptism of these two hotel ships took place on March 23rd. The two ships were built in only nine months.
APRIL 2013
Martifer concludes the Arena Fonte Nova Stadium's roof structure
Martifer Construções Metálicas, a subsidiary of Martifer Metallic Constructions in Brazil, concluded, in April, the construction of the structural steelwork for the roof of its second stadium for the Brazil World Cup.
Martifer Solar completes a utility scale solar PV plant cluster in the UK with a total capacity of 28.1 MWp
Martifer Solar developed a cluster of utility scale photovoltaic plants totalling 28.1 MWp in the United Kingdom. This is one of the largest clusters of utility scale solar PV plants ever built simultaneously in the country to date.
Martifer ships the first pieces for the structural steelwork and roof of Arena Amazônia
Martifer Metallic Constructions shipped the first pieces for Arena Amazônia, the third 2014 World Cup Stadium, which is expected to be concluded in December 2013.
MAY 2013
Martifer Solar to build Latin America's largest PV plant in Mexico
Martifer Solar is building a 30 MW photovoltaic plant in Mexico, the largest to date in Latin America. The company is responsible for the EPC (engineering, procurement and construction) services of the plant and will also provide the Operation and Maintenance (O&M) services upon completion.
JUNE 2013
Martifer Renewables agreed to sell Rosa dos Ventos' wind farms in Brazil
Martifer Renováveis Geração de Energia e Participações S.A., 55 % controlled by Martifer Renewables, signed a contract to sell 100 % of the company Rosa dos Ventos, which explores the wind farms (i) Canoa Quebrada and (ii) Lagoa do Mato, with a 10.5 MW and 3.2 MW capacity, respectively.
The total price of the acquisition was R\$99.7m, which corresponds to an R\$62m equity and R\$37.7m net debt.
The values of transaction can suffer changes when the sale is concluded, which should happen in the end of the year. The agreement is subject to several conditions.
Meanwhile, Rosa dos Ventos was already registered as asset held for sale in the 1H 2013.
Martifer Renewables concludes Rymanów wind farm for the Ikea Group
Martifer Renewables and the Ikea Group have officially opened a 26 MW wind farm in Rymanów, in the Podkarpackie province, south-east Poland.
The wind farm will avoid the emission of over 66,000 tons of CO2 which is the equivalent of the domestic power consumption of around 30,000 households. It was developed, built and operated for the Ikea Group, and has the capacity to generate an output of around 61 GWh/year.
The sale of the wind farm to the Ikea Group was agreed on October 2011, when it was sold three of its wind farms projects in Poland: Leki Dukielskie (10 MW), Bukowsko (18 MW) and Rymanow (26 MW). The sale of these assets is in accordance with the asset rotation policy implemented by the management of Martifer Renewables, the RE developer area of Martifer Group.
MAIN SUBSEQUENT EVENTS
JULY 2013
Martifer sells a 39 % stake in Prio Energy , SGPS, SA
Martifer, SGPS, S.A. sold part of its stake in its subsidiary PRIO ENERGY, SGPS, S.A. to the company OxyCapital - Sociedade de Capital de Risco, S.A., changing the share capital participation from 49 % to 10 %.
This operation will allow a debt reduction of approximately 31.2 million euros in Martifer Group.
This operation is pending approval of the Competition Authority.
ECONOMIC OUTLOOK
The most important highlights in the 1H 2013 are:
- − Despite all turmoil during 2013, with political issues in Italy, bail-out of Cyprus and the Political issues in Portugal, the indexes that track the impacts in the financial markets showed that situation changed, when compared with other past periods, and capital market is more stable, now.
- − The Euro will remain intact, that is the general markets' conviction. In other words, Europe is not a concern anymore. Most of the economists believe in it.
- − In the later months, China's growth has been point out as the major.
- − US suffered change in the 10 yield bond, in the last months. Although FED already recognized that message was not correct, and affirmed that the policy would be slowly implemented in the next years, his first declarations had led to a huge drop in the market – as Mr. Ben Bernanke has suggested the end-game for the central's bank \$85billion (a month) bond buying program.
FINANCIAL PERFORMANCE
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| €M | 1H2013 | 1H2012 | VAR.% |
|---|---|---|---|
| Revenues | 288.8 | 243.8 | 18.5% |
| Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) | 2.3 | 21.2 | -89.1% |
| EBITDA margin | 0.8% | 8.7% | -7.9 pp |
| Depreciation & Amortization | 8.7 | 9.1 | -4.2% |
| Provisions & Impairment Losses | 21.1 | 5.4 | >100% |
| Operating Income (EBIT) | -27.4 | 6.7 | n.m. |
| EBIT margin | -9.5% | 2.8% | -12.3 pp |
| Financial Results | -19.4 | -13.3 | -46.2% |
| Profit before taxes | -46.8 | -6.5 | <-100% |
| Income tax | 1.8 | 3.4 | -45.5% |
| Net Profit | -48.7 | -9.9 | <-100% |
| Attributable to non-controlling interests | 1.5 | 2.4 | -39.5% |
| Attributable to shareholders | -50.1 | -12.4 | <-100% |
| per share € | -0.51 | -0.13 |
REVENUES
In the 1H 2013 Operating Revenues increased by 18.5 % YoY to 288.8 million euro, reflecting the significant improvement in volume of the Solar core business area.
Metallic Construction business area reported a decrease of -6.8 % YoY in Revenues, due to the slower pace in projects because of their complexity and added value in terms of engineering. The strongest markets were Brazil, Saudi Arabia, Angola and France.
The Solar business ended 1H 2013 with 159.8 million euro of Operating Revenues, increasing by 45.2 % YoY, justified by the take-off of projects in several geographies, highlighting the progress of the project in Mexico, currently the biggest project in Latin America.
| 1H13 | 1H12 | ||||
|---|---|---|---|---|---|
| REVENUES | €M | WEIGHT | €M | WEIGHT | VAR.% |
| Martifer Consolidated | 288.8 | 243.8 | 18.5% | ||
| Metallic Construction | 122.0 | 42.3% | 130.9 | 53.7% | -6.8% |
| Solar | 159.8 | 55.3% | 110.0 | 45.1% | 45.2% |
| RE Developer | 9.1 | 3.2% | 7.1 | 2.9% | 27.5% |
| Others, Holding and Adjust. | -2.1 | -0.7% | -4.3 | -1.7% | 50.5% |
Portugal represented in the 1H 2013 only 13 % of the total Operating Revenues, which is comparable with 19 % in the FY 2012 and which proves the strong efforts of the Group's internationalization
REVENUES BREAKDOWN – 1H2013
EBITDA AND NET PROFIT
Consolidated EBITDA in the 1H 2013 reached 2.3 million euro, versus 21.2 million euro in the same period last year, which reflects a margin of 0.8 %, which compares with the 8.7 % margin registered in the 1H 2012.
EBITDA in the 1H 2013 was mostly negatively impacted by the performance in the Metallic Construction business.
In Metallic Constructions, EBITDA in the 1H 2013 registered -16 million euros, which compares with 5.8 million euros in the 1H 2012, reflecting the following effects:
- 1) Deterioration of market conditions in Europe, with effects on the margins;
- 2) Remaining effect of the exit of the Polish market;
- 3) Unpredicted additional costs in ongoing projects.
In Solar, the EBITDA reached 12 million euro with a margin of 7.5 % v.s. 9.8 %. The weak comparison with last year performance is mainly due to the poor performance of the USA market, which showed a negative EBITDA of 5.4 million euro. Meanwhile since the beginning of 2013 the company is running a plan with several measures under way, such as the control of the business at 100 %, change in the management and the implementation of a new operational and strategic plan.
From the remaining companies with contribution for the EBITDA, RE Developer had a positive contribution of 6.3 million euro, reaching (+80.1 % YoY).
| 1H13 | 1H12 | ||||
|---|---|---|---|---|---|
| EBITDA | €M | MARG. | €M | MARG. | VAR.% |
| Martifer Consolidated | 2.3 | 0.8% | 21.2 | 8.7% | -89.1% |
| Metallic Construction | -16.0 | -13.1% | 5.8 | 4.5% | n.m. |
| Solar | 12.0 | 7.5% | 10.8 | 9.8% | 11.6% |
| RE Developer | 6.3 | 69.2% | 3.5 | 49.0% | 80.1% |
| Others, Holding and Adjust. | 0.0 | 1.1 | n.m. |
The Depreciation & Amortization has shown a slight decrease of 4.2 % to 8.7 million euros.
The Provisions & Impairment Losses registered in the semester of 21.1 million euro, are mainly concerned with: a) goodwill in the aluminium activity in Australia, b) impairments in Martifer Renewables' wind and solar projects, respectively in Romania and Spain, where changes in the regulatory framing that recently took place.
Net Financial Expenses totalled 19.4 million euro, comparable with 13.3 million euro in the 1H 2012.
Net interest Expense was 14.2 million euro in the 1H 2013, above the 9.2 million euro in the same period last year, what is explained by the capitalized interests in the Silverado project in the USA of roughly 4.0 million euro.
Therefore, the Net Profit attributable to shareholders in the 1H 2013 amounted to negative 48.2 million euro, decreasing from the negative 9.9 million euro in the 1H 2012.
CAPEX
The amount of investment in fixed assets in the 1H 2013 was 9.0 million euros, mostly applied as follows:
(1) Development of solar projects by Martifer Solar (3.8 million euros). This does not mean long term investment, as they are assets held for sale.
(2) In Metallic Construction business area, 4.0 million euro, which corresponds to maintenance capex, namely in the conclusion of investments in Brazil and a new transportation crane in Navalria;
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | 1H2013 | 2012 | VAR. % |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 252.2 | 331.8 | -24.0% |
| Other non current assets | 173.4 | 187.7 | -7.6% |
| Inventory and Receivables | 453.8 | 383.8 | 18.2% |
| Cash and cash equivalents | 34.5 | 38.0 | -9.4% |
| Assets held for sale | 32.7 | 35.1 | -6.8% |
| Total Assets | 946.6 | 976.4 | -3.1% |
| Shareholders Equity | 120.1 | 176.3 | -31.8% |
| Non-controlling interests | 52.9 | 51.0 | 3.8% |
| Total Equity | 173.0 | 227.3 | -23.9% |
| Non-current debt and leasings | 144.0 | 170.4 | -15.5% |
| Other non-current liabilities | 41.7 | 38.2 | 9.2% |
| Current debt and leasings | 270.7 | 244.8 | 10.6% |
| Other current liabilities | 304.4 | 286.2 | 6.3% |
| Liabilities related with Assets held for sale | 12.8 | 9.5 | 34.1% |
| Total Liabilities | 773.5 | 748.5 | 4.2% |
Total assets at 30th June 2013, amounted to 946.6 million euro, which compares to 976.4 million euro at 31st December 2012. Noncurrent assets reached 425.6 million euro compared with 519.5 million euro, at the end of 2012.
Total Equity at 30th June 2013 was 173.0 million euro with compares with 227.3 million euro in the end of 2012. This decrease is due to the registry of losses in the period.
NET DEBT
| M€ | METALLIC CONSTRUCTION |
SOLAR | RE DEVELOPER |
HOLDING | MARTIFER CONSOLIDATED |
|---|---|---|---|---|---|
| Corporate Net Debt | 99 | 86 | 21 | 147 | 353 |
| Corporate Net Debt allocated to non-operating activities |
27 | 27 | |||
| Total Net Debt | 126 | 86 | 21 | 147 | 380 |
| FY 12 Total Net Debt | 120 | 62 | 40 | 155 | 377 |
| Absolute variation (M€) | +6 | +24 | -19 | -8 | +3 |
Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents
The Group's Consolidated Net Debt at 30th June 2013 totalled 380 million euro, 3 million euro above the 377 million euro registered at the end of 2012.
In the 2H 2013 the Net Debt will reflect the effect of the sale of 39 % of PRIO ENERGY SGPS, expected to be approximately 31.2 million euros.
Already in the 2H 2013 the group extended the debt maturity from ST to MLT (7 years) of 97 million euro at the holding level.
It is the Group's goal to continue the process of debt reduction, so it will continue to be committed to the non-core asset sale process, especialy wind farms, solar projects and residually, from the sale of real estate projects, during 2013 and 2014.
Meaning, the objective continues to be achieving a debt level between 230 and 250 million euro by the end of 2014.
ANALYSIS BY SEGMENT
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
SECTOR TRENDS
- − In Europe, the environment around construction sector had no major changes in the 1H 2013, indicators continue depressed in all segments. Austerity measures across several countries, and still ongoing, and the weak financial health in the public sector totally affected the demand of infrastructures and buildings. Euroconstruct institute estimates a decrease of -1.5 % for the sector in Europe in 2013.
- − Only emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in Asia and South America.
ACTIVITY
The order book registered 248 million euros. The current list of works is mostly from 12 countries. Highlight in 1H 2013 for a new African market, Mozambique, in a joint venture.
The main projects are:
- In Brazil, the Transcarioca Bridges and Tomorrow's Museum in Rio de Janeiro, and the Arena Amazônia stadium in Manaus
- In Saudi Arabia, the King Abdullah Financial City in Riyadh, and the Stadium of King Abdullah Sports City in Jeddah
- In Portugal, the highlight goes to the ships under construction in Navalria
- In the UK, the spotlight goes to Scotland's National Arena and Birmingham New Street Station
BACKLOG BY GEOGRAPHY
| GEOGRAPHY | VALUE (M€) | % |
|---|---|---|
| Western Europe | 83.7 | 34% |
| Brazil | 68.3 | 28% |
| Eastern Europe and Middle East | 59.2 | 24% |
| Africa | 33.5 | 13% |
| Peru | 3.7 | 1% |
| TOTAL | 248.3 |
RESULTS
Metallic Construction Revenues in the 1H 2013 reversed the growth trend registered in the 1Q 2013 and decreased by 6.8 %, totally explained by the slower pace in projects due to their complexity and added value in terms of engineering.
The internationalization effort in the last three years and the focus on countries with economic growth and infrastructure investment plans are starting to be visible, but have negative impacts of all the strategic changes, currently reflected in the cost structure.
EBITDA in the 1H 2013 registered -16 million euros, which compares with 5.8 million euros in the 1H 2012, reflecting the following effects:
- 1) Deterioration of market conditions in Europe, with effects on the margins;
- 2) Remaining effect of the exit of the Polish market;
- 3) Unpredicted additional costs in ongoing projects.
The 26.6 million euros EBIT is negatively affected by the goodwill impairment loss of 4.6 million euros, concerning activity in Australia.
Net Financial Expenses in the 1H 2013 had an increase of 34.0 % to the 7.4 million euro, due to the increase in the spreads and financing commissions applied by the banks.
Net Profit in the 1H 2013 totalled -36.9 million euro, of which 0.1 million euro attributable to non-controlling interests in Martifer Angola.
Net Financial Debt in Metallic Constructions at 30th June 2013 reached the 126 million euro, more 6 million euro than FY 2012, more 4 million than 1Q 2013. Of the total Net Debt, 27 million euro is allocated to projects in the Retail area, not considered core business. The needs for working capital decreased 30 million euros from Dec/2012.
Total CAPEX at the 1H 2013 reached 4.0 million euro, which corresponds to maintenance investment in metallic construction, namely investments in Brazil and a new gantry crane in Navalria.
| METALLIC CONSTRUCTION | |||
|---|---|---|---|
| €M | 1H13 | 1H12 | VAR. % |
| Revenues | 122.0 | 130.9 | -6.8% |
| EBITDA | -16.0 | 5.8 | n.m. |
| EBITDA Margin | -13.1% | 4.5% | -17.6 pp |
| EBIT | -26.6 | -2.4 | <-100% |
| EBIT Margin | -21.8% | -1.9% | -20 pp |
| Net Financial Expenses | 7.4 | 5.6 | 34.0% |
| Income tax | 2.9 | 1.2 | >100% |
| Results from assets held for sale | 0.0 | 0.0 | n.m. |
| Net Profit | -36.9 | -9.2 | <-100% |
| Attributable to non-controlling interests | 0.1 | 0.4 | -70.8% |
| Attributable to shareholders | -37.1 | -9.6 | <-100% |
SOLAR
SECTOR TRENDS
Outlook – Key indicators:
- A. Global solar energy installations exceed 100 GW for the first time;
- B. The first quarter of 2013 showed a very strong growth in markets such as the UK and Greece;
- C. Forecasts for 2013 aim at a world installation level of 36 SW, maintaining a 10 % world market growth
- D. The forecasted drops in the number of MW installed in Europe are compensated by the growth in new markets (LATAM, China and Japan)
The trends shaping the global solar industry this semester were the following:
POSITIVE DRIVERS:
- − New solar markets will boost, increasing demand for equipment. Examples of these new markets are Japan, China, Latin America and India. Japan is looking for nuclear replacement, with strong Government incentives and Latin American countries offer excellent solar conditions and rising demand of electricity to supply the industry;
- − Emerging markets as Saudi Arabia, Malaysia and Thailand presented new goals for the sector, creating a positive feeling about increase in demand for the next few years.
NEGATIVE DRIVERS:
- − Regulatory cuts and changes in the remuneration schemes of renewable assets, particularly in Romania, Bulgaria, Greece and more recently in Spain, which are expected to be clear out late in October;
- − Indefinition on the enquiry process on the subsidies and dumping raised by the European Union on solar products from China.
ACTIVITY
The backlog of turnkey contracts is currently 180 million euro, with Mexico, United Kingdom, Portugal and India with the higher weight.
RESULTS
In 1H 2013 Solar Revenues increased significantly by 45.2 % YoY, totalling 159.8 million euro, justified by the strong take-off of projects in several geographies, highlighting the progress in the project in Mexico, currently the biggest project in Latin America.
In the performance in the semester, besides Mexico, the projects with better contribution were in the UK, Portugal, Ukraine and Romania.
The EBITDA in the Solar in the 1H 2013 totalled 12 million euro, with a margin of 7.5 v.s. 9.8 %. The weak comparison with last year performance is mainly due to the weak performance of the USA market, which showed a negative EBITDA of 6.7 million euro. Meanwhile since the beginning of 2013 the company is running a plan with several measures under way, such as the control of the business at 100 %, change in the management and the implementation of a new operational and strategic plan.
Net Financial Expenses in 1H 2013 increased significantly from 2.4 million euro to 7.8 million euro, what is explained by the capitalization of interests with Silverdo Project in the USA
CAPEX in the 1H 2013 was 3.8 million euro, applied in project development.
Net Debt in the 1H 2013 suffered an increase of 23 million euros to 86.2 million euros. This increase is mainly due to the increase in working capital, related to the peak in activity and also due to the invested capital in Greenfield and Brownfield projects.
| SOLAR | |||
|---|---|---|---|
| €M | 1H13 | 1H12 | VAR. % |
| Revenues | 159.8 | 110.0 | 45.2% |
| EBITDA | 12.0 | 10.8 | 11.6% |
| EBITDA Margin | 7.5% | 10% | -2.3 pp |
| EBIT | 8.9 | 9.3 | -4.2% |
| EBIT Margin | 5.6% | 8.4% | -2.9 pp |
| Net Financial Expenses | 7.8 | 2.4 | >100% |
| Income tax | -1.2 | 2.1 | s.s. |
| Net Profit | 2.3 | 4.7 | -51.1% |
| Attributable to non-controlling interests | 0.7 | -0.6 | s.s. |
| Attributable to shareholders | 1.6 | 5.3 | -69.2% |
Activity Outlook for the following periods:
- − Western European market continues its decreasing trend concerning capacity to install. The company is implementing several actions in order to adapt its structure to a new European reality and is making a strategic move towards the growth of the Operation and Maintenance division in mature markets.
- − The USA is still facing challenges, despite all efforts to increase the weight of renewable energy in the country.
- − Asian markets currently concentrate the highest order value, that is why Martifer Solar decided to consolidate its presence in the Indian market and analyse new opportunities by opening an office in Singapore and Japan.
RE DEVELOPER
RESULTS
RE Developer's Operating Revenues increased by 27.5 % in the 1H2013 YoY to 9.1 million euro, a result of the beginning of operations of the totality of the wind farm in Babadag, Romania (42 MW) in the 2H 2012.
The Revenues are affected by the wind and solar farms in operation in the period, totalling 64 MW, located in Spain, Romania and Brazil.
EBITDA reached 6.3 million euros in the 1H 2013, showing an improvement of 80.1 % YoY, and reflecting also a 20.2 p.p. increase in its margin, achieved by the enhancement in the operational performance of the parks in operation in Spain and Romania, and by the beginning of operation of more MW, and consequent dilution of fixed and development costs.
In the 1H 2013, should be highlighted the conclusion of the sale of the Rymanów wind farm in Poland to the Ikea Group. However, the impact of the capital gains in the results was eased by the registry of impairment losses, mainly because of the recent changes in policies applied to renewable projects in Spain and Romania.
Net Profit attributable to shareholders in the 1H 2013 was positive at 1.9 million euros, compared with the 0.1 Net Loss in the 1H 2012.
CAPEX in the reported period was 1.2 million euro.
Net Debt at the end of the 1H 2013 was 20.5 million euro. To the significant net financial debt reduction in the RE Developer area has decisively contributed the sale of the company Rosa dos Ventos, which debt was 12 million euro in June 2013, and is classified as an asset for sale.
| RE Developer | ||||
|---|---|---|---|---|
| €M | 1S13 | 1S12 | VAR. % | |
| Revenues | 9.1 | 7.1 | 27.5% | |
| EBITDA | 6.3 | 3.5 | 80.1% | |
| EBITDA Margin | 69.2% | 49.0% | 20,2 pp | |
| EBIT | -8.7 | -0.2 | <-100% | |
| EBIT Margin | -95.9% | -3.3% | -92,6 pp | |
| Net Financial Expenses | -10.5 | -0.2 | <-100% | |
| Income tax | 0.1 | 0.0 | >100% | |
| Net Profit | 1.7 | 0.0 | n.m. | |
| Attributable to non-controlling interests | -0.2 | 0.1 | n.m. | |
| Attributable to shareholders | 1.9 | -0.1 | n.m. | |
04 | FUTURE PROSPECTS
For the end of 2013:
- − The Group's operational revenues growth in the FY 2013 is confirmed.
- − In the Solar business, a good performance in the 2H 2013 is also expected.
- − Debt reduction is happening and will be more visible in the 2H 2013, after reflecting the already communicated sale of part of Prio Energy and the sale of Rosa dos Ventos (wind farms in Brazil).
- − The execution of the divestment plan in non-core renewable assets continues until 2014.
- − Despite all adversities, the strategic plan is still on track.
SHARE PERFORMANCE
04 | SHARE PRICE PERFORMANCE
SHARE PERFORMANCE
Source: Reuters
The end of the 1H 2013 was characterized by an increased volatility in the markets, with the DAX and Footsie indexes still being the refuge in Europe, with 4.6 % and 5.4 %, respectively, increases in their performances. At the same time, reference indexes in Portugal and Spain continue to be the most affected, devaluing YTD on -1.7 % and -5 %, respectively.
As for the North American markets, they had a quite positive performance: 13.8 % increase in Dow Jones Industrial; 12.6 % in S&P500 and 9.3 % in NASDAQ. The emerging markets registered sharp drops – mainly Brazil, decreasing 22.1 % YTD, followed by China, which dropped by 12.8 % in the semester.
At the end of 1H 2013, Martifer's shares increased by 8.1 %, while the PSI-20, the main stock index in Euronext Lisbon, decreased 1.96 % when compared with FY 2012. Martifer's share price ended the 1H 2013 at 0.61 €/share. The highest price achieved was 0.82 €/share and the lowest price was 0.57 €/share. The daily average volume of stock traded during the 1H 2013 was 27,799 shares, which mean a significant increase compared with the average volume in 1H 2012, of 14,897 shares daily average.
Overall, Martifer's market capitalization totalled 61 million euro at the end of the first quarter period of 2013.
Oliveira de Frades, 30th August 2013
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice- Chairman of the Board of Directors)
Luís Filipe Cardoso da Silva (Member of the Board of Directors) Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
MANDATORY INFORMATION
SHAREHOLDINGS OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
In accordance with article 447 of the Portuguese Companies Code, the securities issued by Martifer SGPA, SA and companies dominated by it, held by members of the governing bodies in the period from 1 January 2013 through to 30 June 2013, are the following:
| HOLDER | GOVERNING BODY | NUMBER OF SHARES HELD ON 30/06/2013 |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 70,030 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| I'M – SGPS, S.A. * | Board of Directors | 42,697,047 |
| Arnaldo José Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| Luís Filipe Cardoso da Silva | Board of Directors | 2,000 |
| MOTA-ENGIL, SGPS, S.A. ** | Board of Directors | 37,500,000 |
| Luís Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Manuel Simões de Carvalho e Silva | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| João Carlos Tavares Ferreira de Carreto Lages | Supervisory Board | - |
| PRICEWATERHOUSECOOPERS & Associados – Sociedade de Revisores Oficiais de Contas, Lda |
Statutory Auditor | - |
| José Carreto Lages | Chairman of the General Meeting | - |
* Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins are holders of the share capital of I'M SGPS, SA and are, respectively, its Chairman of the Board of Directors and Director.
** Directors Arnaldo José Nunes da Costa Figueiredo and Luís Filipe Cardoso are Directors of MOTA-ENGIL, SGPS, S.A.
EVENTS DESCRIBED IN ARTICLE 447 OF THE PORTUGUESE COMPANIES CODE
| SHARES HELD | SHARE TRANSACTIONS DURING 2012 | SHARES HELD | ||
|---|---|---|---|---|
| GOVERNING BODY | ON 31.12.2012 | PURCHASES | SALES | ON 30.06.2013 |
| Carlos Manuel Marques Martins | 70,030 | - | - | 70,030 |
| Jorge Alberto Marques Martins | 230,260 | - | - | 230,260 |
| Arnaldo José Nunes da Costa Figueiredo | 3,000 | - | - | 3,000 |
| Luís Filipe Cardoso da Silva | 2,000 | - | - | 2,000 |
Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins, respectively Chairman and Vice-Chairman of the Board of Directors, besides the shares held as described above, are sole equal shareholders of I'M SGPS, SA, that, on 30 June 2012, held a total of 42,697,047 shares of Martifer SGPS, S.A.
HOLDERS OF QUALIFING SHAREHOLDINGS
According to paragraph 1b) of article 8 of CMVM regulation number 5/2008, and fulfilling article 448 of the Portuguese Companies Code, the following is the list of qualifying shareholders, with an indication of number of shares and percentage of voting rights held, calculated according to article 20 of the Securities Code (CMVM), as of 31 December 2012:
| SHAREHOLDERS | NR. OF SHARES | % OF SHARE CAPITAL | % OF VOTING RIGHTS 1 |
|---|---|---|---|
| I'M – SGPS, SA | 42,697,047 | 42.70% | 43.66% |
| Carlos Manuel Marques Martins* | 70,030 | 0.07% | 0.07% |
| Jorge Alberto Marques Martins* | 230,260 | 0.23% | 0.24% |
| Total Imputable to I'M – SGPS, SA | 42,997,337 | 43.00% | 43.97% |
| Mota-Engil – SGPS, SA | 37,500,000 | 37.50% | 38.35% |
| Arnaldo José Nunes da Costa Figueiredo ** | 3,000 | 0.00% | 0.00% |
| Luís Filipe Cardoso da Silva ** | 2,000 | 0.00% | 0.00% |
| Total Imputable to Mota-Engil , SGPS, SA | 37,505,000 | 37.51% | 38.35% |
1 % Voting rights = Number shares / (N.º Number shares – Own shares)
* Holder of a position in the Governing Bodies of I'M SGPS, SA
** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA
STATEMENT OF COMPLIANCE ACCORDING TO ARTICLE 245, NUMBER 1, PARAGRAPH C) OF THE SECURITIES CODE (CMVM)
Dear Shareholders,
According to article 245, number 1, paragraph c) of the Securities Code (CMVM) and to the best of our knowledge:
- (i) The information contained in the consolidated management report faithfully reports the evolution of trading, the performance and the position of Martifer SGPS SA and of the companies in its consolidation perimeter and contains a description of the main risks and uncertainties facing its business; and
- (ii) The information contained in its financial statements and accompanying notes, was prepared in accordance with the applicable accounting practices, giving a true and fair view of the assets, liabilities, financial position and financial results of Martifer SGPS SA, and of the companies included in its consolidation perimeter.
Oliveira de Frades, 30th August 2013
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Luis Filipe Cardoso da Silva (Member of the Board of Directors) Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
INTERIM CONSOLIDATED FINANCIAL INFORMATION
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 1ST HALF OF 2013 AND 2012 AND FOR THE QUARTERS OF 30 JUNE 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| NOTES | ST HALF 2013 IFRS 1 (NON AUDITED) |
ST HALF 2012 1 IFRS (NON AUDITED) |
ND QUARTER 2 2013 IFRS (NON AUDITED) |
ND QUARTER 2 2012 IFRS (NON AUDITED) |
|
|---|---|---|---|---|---|
| Sales and services rendered | 3 and 4 | 273,377,531 | 241,113,058 | 147,097,541 | 130,050,716 |
| Other income | 5 | 15,391,126 | 2,669,746 | 13,689,824 | 1,496,722 |
| Costo of goods sold | 6 | (114,819.995) | (106,821,855) | (66,489,713) | (57,591,748) |
| Subcontractors | 6 | (74,852,709) | (46,007,521) | (36,596,908) | (23,848,294) |
| Gross profit | 99,095,953 | 90,953,428 | 57,700,744 | 50,107,396 | |
| External supplies and services | 7 | (51,306,568) | (36,998,661) | (33,907,098) | (19,644,330) |
| Staff costs | 8 | (41,042,507) | (42,935,439) | (20,471,830) | (22,153,607) |
| Other operational gains and losses | 9 | (4,443,251) | 10,184,984 | (3,639,711) | 2,602,618 |
| 2,303,627 | 21,204,312 | (317,895) | 10,912,077 | ||
| Amortizations | 3, 16 and 17 | (8,700,091) | (9,079,951) | (4,237,236) | (4,550,313) |
| Provisions | 10 | (3,404,563) | (4,569,595) | (3,007,947) | (4,159,373) |
| Impairment losses | 10 and 30 | (17,648,186) | (827,500) | (17,027,118) | (827,500) |
| Operating income | (27,449,213) | 6,727,265 | (24,590,196) | 1,374,890 | |
| Financial income | 11 | 16,844,786 | 13,590,116 | 13,176,807 | 7,097,169 |
| Financial expenses | 11 | (26,309,743) | (26,811,601) | (15,214,931) | (12,521,949) |
| Gains / (losses) on associate companies and joint arrangements |
12 | (9,932,462) | (48,404) | (6,171,192) | 361,887 |
| Profit before tax | (46,846,632) | (6,542,623) | (32,799,511) | (3,688,002) | |
| Income tax | 13 | (1,830,432) | (3,356,405) | (1,852,121) | (1,655,929) |
| Profit after tax | (48,677,064) | (9,899,028) | (34,651,632) | (5,343,931) | |
| Earnings of the assets as held for sale | 26 | (23,701) | (158,086) | (21,549) | |
| Attributable to: | |||||
| non-controlling interests | - | - | |||
| owners of Martifer | - | (23,701) | (158,086) | (21,549) | |
| Profit for the year | (48,677,064) | (9,922,729) | (34,809,718) | (5,365,480) | |
| Attributable to: | |||||
| non-controlling interests | 27 | 1,469,861 | 2,428,806 | 1,182,038 | 2,287,506 |
| owners of Martifer | (50,146,924) | (12,351,535) | (35,991,755) | (7,652,986) | |
| Earnings per share: | |||||
| Basic | 14 | (0.5128) | (0.1261) | (0.3681) | (0.0782) |
| from continuing operations | (0.5128) | (0.1259) | (0.3665) | (0.0780) | |
| from Assets held for sale | 0.0000 | (0.0002) | (0.0016) | (0.0002) | |
| Diluted | 14 | (0.5128) | (0.1261) | (0.3681) | (0.0782) |
| from continuing operations | (0.5128) | (0.1259) | (0.3665) | (0.0780) | |
| from Assets held for sale | 0.0000 | (0.0002) | (0.0016) | (0.0002) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 1ST HALF OF 2013 AND 2012 AND FOR THE QUARTERS OF 30 JUNE 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| ST HALF 2013 1 (NON AUDITED) |
ST HALF 2012 1 (NON AUDITED) |
ND QUARTER 2 2013 (NON AUDITED) |
ND QUARTER 2 2012 (NON AUDITED) |
|
|---|---|---|---|---|
| Profit for the year | (48,677,064) | (9,922,729) | (34,809,718) | (5,365,480) |
| Fair value of cash flow hedges (derivatives), net of tax | 911,827 | (48,811) | 418,737 | (43,151) |
| Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill |
(5,405,629) | (215,776) | (5,307,545) | (1,290,719) |
| Income recognized directly in equity | (4,493,801) | (264,587) | (4,888,807) | (1,333,870) |
| Total comprehensive income for the period | (53,170,866) | (10,187,316) | (39,698,526) | (6,699,350) |
| Attributable to: | ||||
| non-controlling interests | 963,854 | 2,532,702 | 615,372 | 2,312,885 |
| owners of Martifer | (54,134,720) | (12,720,018) | (40,313,898) | (9,012,235) |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2013 AND 31 DECEMBER 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| NOTES | 30 JUNE 2013 (NON AUDITED) |
31 DECEMBER 2012 (AUDITED) |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 15 | 13,568,333 | 18,947,967 |
| Intangible assets | 16 | 9,315,905 | 39,441,872 |
| Tangible assets | 17 | 229,301,666 | 273,367,524 |
| Investment property | 18 | 16,200,252 | 16,206,768 |
| Financial assets under the equity method | 19 | 14,770,418 | 15,680,011 |
| Available for sale investments | 20 | 686,127 | 2,310,267 |
| Other non-current receivables | 22 | 128,579,699 | 140,174,902 |
| Deferred tax assets | 13 | 13,130,648 | 13,343,738 |
| 425,553,048 | 519,473,049 | ||
| Current assets | |||
| Inventories | 21 | 78,482,844 | 24,392,062 |
| Trade receivables | 22 | 167,413,608 | 150,357,128 |
| Other receivables | 22 | 53,865,832 | 62,272,521 |
| Income tax | 23 | 2,467,469 | 2,692,473 |
| Current tax assets | 23 | 21,882,418 | 18,337,239 |
| Other current assets | 24 | 129,694,539 | 125,718,650 |
| Cash and cash equivalents | 25 | 34,181,628 | 38,024,569 |
| Derivatives | 278,025 | - | |
| Assets held for sale | 26 | 32,732,188 | 35,107,509 |
| 520,998,551 | 456,902,151 | ||
| Total assets | 946,551,599 | 976,375,200 | |
| EQUITY | |||
| Issued capital | 27 | 50,000,000 | 50,000,000 |
| Share premium | 186,500,000 | 186,500,000 | |
| Treasury stock | (2,868,519) | (2,868,519) | |
| Reserves | (63,342,564) | (1,499,182) | |
| Profit for the year | (50,146,924) | (55,852,988) | |
| Equity attributable to owners of Martifer | 120,141,993 | 176,279,311 | |
| Non-controlling interests | 27 | 50,158,245 | 50,975,912 |
| Non-controlling interests attributable to Assets held for sale | 26 | 2,734,866 | - |
| Total equity | 173,035,104 | 227,255,223 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 28 | 131,098,367 | 164,900,867 |
| Obligation under finance leases | 12,942,001 | 12,169,176 | |
| Other non-current liabilities | 29 | 22,650,072 | 22,068,545 |
| Provisions | 30 | 15,889,902 | 12,520,693 |
| Deferred tax liabilities | 13 | 3,133,705 | 3,583,895 |
| Current liabilities | 185,714,047 | 215,243,176 | |
| Borrowings | 28 | 263,583,477 | 229,030,832 |
| Obligation under finance leases | 7,067,091 | 8,586,378 | |
| Trade payables | 29 | 185,071,401 | 165,013,219 |
| Other payables | 29 | 34,336,377 | 50,500,917 |
| Income tax | 31 | 5,628,958 | 3,623,443 |
| Current tax liabilities | 31 | 13,043,350 | 16,596,598 |
| Other current liabilities | 32 | 66,129,177 | 50,489,688 |
| Derivatives | 167,225 | 510,804 | |
| Liabilities related with Assets held for sale | 26 | 12,775,392 | 9,524,921 |
| 587,802,448 | 533,876,801 | ||
| Total liabilities | 773,516,495 | 749,119,977 | |
| Total equity and liabilities | 946,551,599 | 976,375,200 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 1ST HALF OF 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| FAI | R V ALU E R ESE RVE |
S | FOR EIG N |
EQU ITY |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ISS UED CAP ITA L |
SHA RE PRE MIU M |
TRE ASU RY STO CK |
REV F FIXE ALU ATIO N O D AS SET S |
AVA LE FOR ILAB SA LE INV EST MEN S |
CAS H F LOW HED GE DER IVA TIV ES |
CUR REN CY NSL ON TRA ATI RES ERV ES |
STO CK O PTIO NS RES ES ERV |
OTH ER RES ES ERV |
NET PR OFIT OF T HE Y EAR |
ATT RIB UTA BLE TO OW S O NER F TH E PAR ENT |
NON CO NTR OLL ING INT ERE STS |
TOT AL EQU ITY |
|
| Bala at 1 Jan 20 12 nce uary |
50, 000 ,000 |
186 ,500 ,000 |
(2,4 15,6 30) |
- | - | (28 9,98 5) |
(19 ,563 ,61 1) |
198 ,979 |
70,0 91,0 04 |
(48 ,587 ,256 ) |
235 ,933 ,501 |
31,7 83,6 23 |
267 ,717 ,124 |
| App riati f th rofit of 201 1 rop on o e p |
- | - | - | - | - | - | - | - | (48 ,587 ,256 ) |
48, 587 ,256 |
- | - | - |
| Com hen sive inc for the |
|||||||||||||
| pre ome yea r: |
|||||||||||||
| fit fo Pro r the yea r E xch e d iffer risin n (i) enc es a |
- | - | - | - | - | - | - | - | - | (12 5) ,35 1,53 |
(12 5) ,35 1,53 |
2,42 8,80 6 |
(9,9 29) 22,7 |
| ang g o fore nd ( ii) n tran slat ing ign ratio et ope ns a inve in s ubs idia ries stm ent |
- | - | - | - | - | (68 3) 6,82 |
- | - | - | (68 3) 6,82 |
123 ,662 |
(56 61) 3,1 |
|
| Exc han ge d iffer risin dwi ll enc es a g on goo |
- | - | - | - | - | - | 347 ,385 |
- | - | - | 347 ,385 |
- | 347 ,385 |
| Oth han in e quit y of sub sidi arie er c ges s |
- | - | - | - | - | (29 ,044 ) |
- | - | - | - | (29 ,044 ) |
(19 ,766 ) |
(48 ,81 1) |
| Tota l co ehe nsiv e in e fo r the mpr com yea r |
- | - | - | - | - | (29 ) ,044 |
(33 9) 9,43 |
- | - | (12 5) ,35 1,53 |
(12 ) ,720 ,018 |
2,5 32,7 02 |
(10 ) ,187 ,316 |
| Acq uisit ion o f tre ry st ock asu |
- | - | (44 9,46 0) |
- | - | - | - | - | - | - | (44 9,46 0) |
- | (44 9,46 0) |
| Sha apit al in se i bsid iarie re c crea n su s |
102 ,000 |
102 ,000 |
|||||||||||
| Oth han in e quit y of sub sidi arie er c ges s |
- | - | - | - | - | - | - | (2,9 40,7 66) |
- | (2,9 40,7 66) |
1,41 1,00 1 |
(1,5 29,7 66) |
|
| Cha s in the lida tion rime ter nge co nso pe |
- | - | - | - | - | - | - | 41,4 40 |
- | 41,4 40 |
- | 41,4 40 |
|
| Non ntro lling inte rest s tra ctio -co nsa ns |
- | - | - | - | - | - | - | (3,4 72,3 70) |
- | (3,4 72,3 70) |
17,9 57, 172 |
14,4 84,8 02 |
|
| Bala at 3 0 Ju ne 2 012 nce |
50, 000 ,000 |
186 ,500 ,000 |
(2,8 65,0 90) |
- | - | (31 9,02 9) |
(19 ,903 ,049 ) |
198 ,979 |
15,1 32, 051 |
(12 ,35 1,53 5) |
216 ,392 ,326 |
53, 786 ,498 |
270 ,178 ,824 |
| Bala at 1 Jan 20 13 nce uary |
50, 000 ,000 |
186 ,500 ,000 |
(2,8 68,5 19) |
- | - | (90 2,4 33) |
(18 ,903 ,670 ) |
- | 18,3 06, 920 |
(55 ,852 ,988 ) |
176 ,279 ,311 |
50, 975 ,912 |
227 ,255 ,223 |
| f th rofit of App riati 201 2 rop on o e p |
- | - | - | - | - | - | - | - | (55 ) ,852 ,988 |
55, 852 ,988 |
- | - | - |
| Com hen sive inc for the pre ome yea r: |
|||||||||||||
| Pro fit fo r the yea r |
- | - | - | - | - | - | - | - | - | (50 ,146 ,924 ) |
(50 ,146 ,924 ) |
1,46 9,86 1 |
(48 ,677 ,063 ) |
| Exc han ge d iffer risin n (i) enc es a g o slat ing fore ign ratio nd ( ii) n tran et ope ns a inve stm ent in s ubs idia ries |
- | - | - | - | - | - | (4,1 144 ) 55, |
- | - | - | (4,1 144 ) 55, |
(54 3,8 05) |
(4,6 98,9 50) |
| Exc han ge d iffer risin dwi ll enc es a g on goo |
- | - | - | - | - | - | (70 2,6 91) |
- | - | - | (70 2,6 91) |
(3,9 88) |
(70 6,67 9) |
| Oth y of han in e quit sub sidi arie er c ges s |
- | - | - | - | - | 870 ,04 1 |
- | - | 870 ,04 1 |
41, 786 |
911 ,827 |
||
| Tota l co ehe nsiv e in e fo r the mpr com yea r |
- | - | - | - | 870 ,04 1 |
(4,8 57,8 36) |
- | - | (50 ,146 ,924 ) |
(54 ,134 ,719 ) |
963 ,854 |
(53 ,170 ,864 ) |
|
| Oth han in e quit y of sub sidi arie er c ges s |
- | - | - | - | - | - | - | - | 375 ,785 |
- | 375 ,785 |
282 ,426 |
658 ,21 1 |
| Cha s in the lida tion rime ter nge co nso pe |
- | - | - | - | - | - | - | - | (4,2 39) |
- | (4,2 39) |
(74 ) ,149 |
(78 ) ,387 |
| N trol ling inte rest s tra ctio on- con nsa ns |
- | - | - | - | - | - | - | - | (2,3 74, 146 ) |
- | (2,3 74, 146 ) |
745 ,067 |
(1,6 29,0 78) |
| Bal 30 Jun e 20 13 e at anc |
50, 000 ,000 |
186 ,500 ,000 |
(2,8 68,5 19) |
- | - | (32 ,392 ) |
(23 ,76 1,50 6) |
- | (39 ,548 ,667 ) |
(50 ,146 ,924 ) |
120 ,14 1,99 3 |
52, 893 ,111 |
173 ,035 ,104 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 1ST HALF OF 2013 AND 2012 AND FOR THE QUARTERS OF 30 JUNE 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| ST HALF 2013 IFRS 1 |
ST HALF 2012 1 |
ND QUARTER 2 |
ND QUARTER 2 |
|
|---|---|---|---|---|
| (NON AUDITED) | IFRS (NON AUDITED) |
2013 IFRS (NON AUDITED) |
2012 IFRS (NON AUDITED) |
|
| OPERATING ACTIVITIES | ||||
| Receipts from customers | 328,373,592 | 289,135,721 | 174,116,025 | 132,142,745 |
| Payments to suppliers | (277,063,500) | (253,183,252) | (145,169,664) | (123,719,996) |
| Payments to employees | (39,220,738) | (40,400,675) | (19,645,666) | (20,735,180) |
| Cash generated from operations | 12,089,354 | (4,448,206) | 9,300,695 | (12,312,430) |
| Income tax paid | 435,409 | (3,703,358) | (302,036) | (3,159,199) |
| Other receipts/(payments) relating to operating activities |
(3,194,318) | (6,013,999) | (3,854,469) | 1,609,072 |
| Cash generated from other operating activities | (2,758,909) | (9,717,357) | (4,156,505) | (1,550,127) |
| Net cash generated by operating activities (1) | 9,330,445 | (14,165,562) | 5,144,190 | (13,862,557) |
| INVESTING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Financial assets | 6,619,520 | 2,698,813 | 6,481,740 | 2,698,813 |
| Tangible assets | 1,182,660 | 1,199,212 | 398,917 | 790,119 |
| Intangible assets | 134,427 | 623,707 | 132,263 | 212,195 |
| Investment grants | - | 1,336,652 | - | 1,336,652 |
| Interest and similar income | 1,648,406 | 1,875,125 | 991,477 | 636,318 |
| Others | 95,690 | 408,500 | 33,831 | - |
| 9,680,703 | 8,142,008 | 8,038,228 | 5,674,096 | |
| Payments arising from: | ||||
| Financial assets | (1,622,859) | (883,937) | (1,122,859) | - |
| Tangible assets | (7,122,212) | (11,387,271) | (1,174,647) | (3,969,035) |
| Intangible assets Others |
(1,617,529) (186,898) |
(10,953,929) (5,000) |
- (185,300) |
(6,743,695) - |
| (10,549,498) | (23,230,137) | (2,482,805) | (10,712,730) | |
| Net cash generated by investing activities (2) | (868,795) | (15,088,129) | 5,555,423 | (5,038,634) |
| FINANCING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Borrowings | 285,753,308 | 297,705,908 | 194,221,241 | 222,515,460 |
| Issue of equity shares, supplementary capital and share premiums |
- | - | - | - |
| Grants and donations | - | 16,043 | - | - |
| Others | 1,382,244 | 607,829 | 877,920 | 349,633 |
| 287,135,552 | 298,329,780 | 195,099,161 | 222,865,093 | |
| Payments arising from: | ||||
| Borrowings | (285,003,163) | (292,040,226) | (197,242,378) | (208,784,001) |
| Leasings Interest and similar costs |
(746,462) (7,736,824) |
(2,432,859) (14,982,871) |
- (2,473,617) |
(883,054) (8,621,959) |
| Acquisition of treasury stock | - | (449,460) | - | (42,181) |
| Others | (1,597,196) | (2,848,198) | (1,042,206) | (2,576,718) |
| (295,083,645) | (312,753,614) | (200,758,201) | (220,907,913) | |
| Net cash generated by financing activities (3) | (7,948,093) | (14,4423,834) | (5,659,040) | 1,957,180 |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) |
513,557 | (43,677,525) | 5,040,573 | (16,944,011) |
| Changes in the consolidation perimeter and others |
(3,929,971) | (4,262,697) | (3,476,192) | 16,639,825 |
| Effect of foreign exchange currencies | (426,527) | (36,525) | (400,621) | 433,717 |
| Cash and cash equivalents at the beginning of the year |
38,024,569 | 77,886,483 | 33,017,868 | 29,780,204 |
| Cash and cash equivalents at the end of the year |
34,181,628 | 29,909,735 | 34,181,628 | 29,909,735 |
NOTES TO INTERIM CONSOLIDATED FINANCIAL SATEMENTS
06 | NOTES TO INTERIM CONSOLIDATED 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 and solar activity - which focuses on the development of photovoltaic projects, the installation of turnkey photovoltaic parks or under the EPC and the development of architectural integration projects and micro generation. They also have other activities which highlight the promotion and development of renewable energy projects (Note 3).
Martifer SGPS was incorporated on 29 October 2004, its share capital having been realized through the delivery of shares, valued 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 of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.
At 30 June 2013, the Group has developed its activity in Portugal, Spain, Poland, Slovakia, Romania, Czech Republic, Angola, Brazil, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgaria, Netherlands, France, Morocco, United Kingdom, Canada, Mexico, Saudi Arabia, Germany, Chile, Ecuador, Ukraine, Turkey, Senegal, Singapore, India and Japan.
The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2012.
All the amounts presented in these notes are expressed in Euros (rounded at unit), unless otherwise stated.
These consolidated financial statements are not audited.
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
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 2013. 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"), that have been endorsed by the European Union.
The interim consolidated financial report for the period ended at 30 June 2013 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.
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 financial instruments, which are stated at fair value.
The accounting policies adopted are consistent with those considered in the financial statements for the year ended as of 31 December 2012 and disclosed in the corresponding notes.
The amendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force during the period ended in 30 June 2013 had no significant impact on the Group's consolidated financial statements.
The consolidated financial statements were presented in Euros since this is the main currency of the Group's operations.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were performed taking into consideration the best knowledge available at the financial statements approval date of the events and the dealings in progress.
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 30 June 2013 are as follows:
COMPANIES CONSOLIDATED THROUGH 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 | Holding | ||
| Martifer Inovação e Gestão, S.A. | Oliveira de Frades | Martifer Inovação | 100.00% | - | 100.00% |
| Martifer Gestiune Si Servicii, S.R.L. | Bucharest | Martifer Inovação Roménia | 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% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
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 | - | 78.75% | 78.75% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 100.00% | 100.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 100.00% | 100.00% |
| Martifer Constructions, SAS | Rungis | Martifer França | - | 100.00% | 100.00% |
| Martifer Constructii SRL | Bucharest | Martifer Constructii | - | 100.00% | 100.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 100.00% | 100.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Martifer Konstrukcje | - | 100.00% | 100.00% |
| Martifer Slovakia S.R.O. | 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 | - | 100.00% | 100.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Martifer Alumínios Angola | - | 100.00% | 100.00% |
| Martifer Aluminium Pty, Ltd | Sidney | Sassall | - | 100.00% | 100.00% |
| Martifer Aluminium Limited | Dublin | Martifer Aluminium Irlanda | - | 100.00% | 100.00% |
| Martifer Aluminium UK Limited | London | Martifer Aluminium Reino Unido | - | 100.00% | 100.00% |
| Martifer Aluminium SAS | Rungis | Martifer Aluminium França | - | 100.00% | 100.00% |
| Martifer Alumínios Ltda | São Paulo | Martifer Alumínios Brasil | - | 99.99% | 99.99% |
| Martifer UK Limited | London | Martifer UK | - | 100.00% | 100.00% |
| MT Construction Maroc, S.A.R.L. | Tânger | Martifer Marrocos | - | 100.00% | 100.00% |
| Martifer - Construções Metálicas, Ltda. | Fortaleza | Martifer Brasil | - | 99.80% | 99.80% |
| Saudi Martifer Constructions LLC | Riyadh | Martifer Arábia Saudita | - | 100.00% | 100.00% |
| Martifer Beteiligungsverwaltungs GmbH | Viena | Martifer GmbH | 100.00% | - | 100.00% |
| M City Gliwice Sp. Zo.o | Gliwice | M City Gliwice | - | 100.00% | 100.00% |
| Martifer Energy Systems SGPS, S.A. | Oliveira de Frades | Martifer Energy Systems | 100.00% | - | 100.00% |
| Martifer Energia S.R.L. | Bucharest | Martifer Energia Roménia | - | 100.00% | 100.00% |
| Martifer Energia LLC | Kiev | Martifer Energia Ucrânia | - | 100.00% | 100.00% |
| Martifer Wind Energy Systems LLC | San Angelo TX | Martifer Wind USA | - | 100.00% | 100.00% |
| Martifer Energy Systems PTY | Cape Town | Martifer Energia África do Sul | - | 85.00% | 85.00% |
| Navalria – Docas, Construções e Reparações | Aveiro | Navalria | - | 100.00% | 100.00% |
| Navais, S.A. | |||||
| Gebox, S.A. | Ílhavo | Gebox | - | 100.00% | 100.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Martifer Global SGPS, S.A. | Oliveira de Frades | Martifer Global | 100.00% | - | 100.00% |
| Martifer Construcciones Peru, S.A. | Lima | Martifer Peru | - | 100.00% | 100.00% |
| Martifer Solar SGPS, S.A. | Oliveira de Frades | Martifer Solar SGPS | 100.00% | - | 100.00% |
| Martifer Solar, S.A. | Oliveira de Frades | Martifer Solar | - | 55.00% | 55.00% |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Martifer Solar Sistemas Solares | - | 55.00% | 55.00% |
| Solar Parks Construccion Parques Solares | Madrid | Solar Parks | - | 55.00% | 55.00% |
| ETVE, S.A. | |||||
| Parque Solar Seseña III, S.L. | Madrid | Seseña III | - | 55.00% | 55.00% |
| MTS Solar Sistemas Solares, S.A. | Mexico City | Martifer Solar México | - | 54.45% | 54.45% |
| Martifer Solar Chile Holding, Lda | Santiago do Chile | Martifer Solar Chile | - | 55.00% | 55.00% |
| Martifer Solar Chile Operaciones Limitada | Santiago do Chile | Solar Chile Operaciones | - | 55.00% | 55.00% |
| Martifer Solar Sistemas Solares Equador S.A. | Sangolquí | Martifer Solar Equador | - | 54.45% | 54.45% |
| Martifer Solar S.R.L. | Milan | Martifer Solar Itália | - | 55.00% | 55.00% |
| MTS1 S.R.L. | Syracuse | MTS1 | - | 55.00% | 55.00% |
| MTS2 S.R.L. | Syracuse | MTS2 | - | 55.00% | 55.00% |
| MTS3 S.R.L. | Syracuse | MTS3 | - | 55.00% | 55.00% |
| MTS4 S.R.L. | Syracuse | MTS4 | - | 55.00% | 55.00% |
| Martifer Solar RO S.R.L. | Bucharest | Martifer Solar Roménia | - | 55.00% | 55.00% |
| Martifer Solar Inc. | S. Francisco CA | Martifer Inc. | - | 55.00% | 55.00% |
| Martifer Solar USA, Inc. | Santa Monica CA | AEM | - | 54.61% | 54.61% |
| Martifer Aurora Solar, LLC | Santa Monica CA | Solar Aurora 1) | - | 34.58% | 34.58% |
| MT Silverado Fund LLC | S. Francisco CA | Silverado 1) | - | 31.42% | 31.42% |
| Martifer Solar Finance LLC | S. Francisco CA | Martifer Solar Finance | - | 55.00% | 55.00% |
| Martifer Solar Hellas, A.T.E. | Athens | PVI 1) Martifer Solar Angola 1) |
- | 39.13% | 39.13% |
| Martifer Solar Angola | Luanda | - | 41.25% | 41.25% | |
| Martifer Solar N.V. | Deerlijk | Martifer Solar Bélgica | - | 55.00% | 55.00% |
| Martifer Solar UK Limited Martifer Solar S.A.S. |
London Lyon |
Martifer Solar UK Martifer Solar França |
- - |
55.00% 55.00% |
55.00% 55.00% |
| Martifer Solar CZ | Praga | Martifer Solar República Checa | - | 55.00% | 55.00% |
| Home Energy France SAS | Lyon | Home Energy França | - | 55.00% | 55.00% |
| PVGlass, S.A. | Oliveira de Frades | PVGlass | - | 55.00% | 55.00% |
| PVGlass S.r.l | Milan | PVGlass Itália | - | 55.00% | 55.00% |
| MPrime Solar Solutions, S.A. | Oliveira de Frades | Mprime | - | 55.00% | 55.00% |
| MPrime Italia S.r.l | Oliveira de Frades | MPrime Itália | - | 55.00% | 55.00% |
| MPrime GMBH | Munique | MPrime GMBH | - | 55.00% | 55.00% |
| Sol Cativante, Lda. | Sever do Vouga | Sol Cativante | - | 55.00% | 55.00% |
| Sol Cativante VII, Lda. | Viseu | Sol Cativante VII | - | 55.00% | 55.00% |
| Martifer Solar Investments, B.V. | Amesterdam | Martifer Solar Holanda | - | 55.00% | 55.00% |
| Martifer Solar Canadá, Ltd. | Toronto | Martifer Solar Canadá | - | 55.00% | 55.00% |
| MTS6 S.R.L. | Syracuse | MTS61) | - | 46.75% | 46.75% |
| Martifer Solar SK s.r.o. | Dolny Kubin | Martifer Solar Eslováquia | - | 55.00% | 55.00% |
| Ginosa Solar Farm, S.R.L. | Rome | Ginosa Solar Farm | - | 55.00% | 55.00% |
| Solar Spritehood S.R.L | Rome | Solar Spritehood | - | 55.00% | 55.00% |
| MTS7, S.R.L. | Rome | MTS7 | - | 55.00% | 55.00% |
| Canopy - Naos | Paris | Canopy Naos | - | 55.00% | 55.00% |
| MTS Trewidland Solar, Ltd | London | MTS Trewidland Solar | - | 55.00% | 55.00% |
| Steadfast Fairview Solar, Ltd | Andover | Steadfast Fairview Solar | - | 55.00% | 55.00% |
| Steadfast Molland Solar, Ltd | Andover | Steadfast Molland Solar | - | 55.00% | 55.00% |
| Steadfast Apsley Solar, Ltd | Andover | Steadfast Apsley Solar | - | 55.00% | 55.00% |
| Martifer Solar UA, LLC | Kyiv | Martifer Solar Ucrânia | - | 55.00% | 55.00% |
| Inspira Martifer Solar Limited | Mumbai | Inspira Martifer Solar 1) | - | 28.05% | 28.05% |
| Societé Developpement Local SA | Dakar | Martifer Solar Senegal 1) | - | 28.05% | 28.05% |
| Martimak Solar | Besiktas | Martimak1) | - | 44.00% | 44.00% |
| Martiper Solar | Besiktas | Martiper1) | - | 44.00% | 44.00% |
| Martifer Solar Singapura PTE. LTD. | Singapura | Martifer Solar Singapura | - | 55.00% | 55.00% |
| Martifer Solar Japan KK | Tokyo | Martifer Solar Japan | - | 55.00% | 55.00% |
| EVIVA SOLAR 1 LTD | Athens | Eviva Solar 1 | - | 54.90% | 54.90% |
| EVIVA SOLAR 2 LTD | Athens | Eviva Solar 2 | - | 54.90% | 54.90% |
| MTS Downs Farm Solar Limited | London | MTS Downs | - | 55.00% | 55.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| MTS Spittleborough Solar Limited | London | MTS Spittleborough | - | 55.00% | 55.00% |
| MTS Tonge Solar Limited | London | MTS Tonge | - | 55.00% | 55.00% |
| MTS Rydon Solar Limited | London | MTS Rydon | - | 55.00% | 55.00% |
| Martifer Solar MZ, S.A. | Maputo | Martifer Solar Moçambique 1) | - | 28.05% | 28.05% |
| Greencoverage Unipessoal, Lda. | Oliveira de Frades | Greencoverage | - | 55.00% | 55.00% |
| Martifer Solar, Ltda | Pindamonhangaba | Martifer Solar Brasil | - | 54.45% | 54.45% |
| LRCC – La Rad Campo Charro – Energias Renováveis, Lda. |
São Martinho do Porto |
LRCC | - | 55.00% | 55.00% |
| Inovsun, Lda. | Oliveira de Frades | Inovsun | - | 55.00% | 55.00% |
| 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 S.L. | Madrid | Eurocab 1 | - | 100.00% | 100.00% |
| Eurocab FV 2 S.L. | Madrid | Eurocab 2 | - | 100.00% | 100.00% |
| Eurocab FV 3 S.L. | Madrid | Eurocab 3 | - | 100.00% | 100.00% |
| Eurocab FV 4 S.L. | Madrid | Eurocab 4 | - | 100.00% | 100.00% |
| Eurocab FV 5 S.L. | Madrid | Eurocab 5 | - | 100.00% | 100.00% |
| Eurocab FV 6 S.L. | Madrid | Eurocab 6 | - | 100.00% | 100.00% |
| Eurocab FV 7 S.L. | Madrid | Eurocab 7 | - | 100.00% | 100.00% |
| Eurocab FV 8 S.L. | Madrid | Eurocab 8 | - | 100.00% | 100.00% |
| Eurocab FV 9 S.L. | Madrid | Eurocab 9 | - | 100.00% | 100.00% |
| Eurocab FV 10 S.L. | Madrid | Eurocab 10 | - | 100.00% | 100.00% |
| Eurocab FV 11 S.L. | Madrid | Eurocab 11 | - | 100.00% | 100.00% |
| Eurocab FV 12 S.L. | Madrid | Eurocab 12 | - | 100.00% | 100.00% |
| Eurocab FV 13 S.L. | Madrid | Eurocab 13 | - | 100.00% | 100.00% |
| Eurocab FV 14 S.L. | Madrid | Eurocab 14 | - | 100.00% | 100.00% |
| Eurocab FV 15 S.L. | Madrid | Eurocab 15 | - | 100.00% | 100.00% |
| Eurocab FV 16 S.L. | Madrid | Eurocab 16 | - | 100.00% | 100.00% |
| Eurocab FV 17 S.L. | Madrid | Eurocab 17 | - | 100.00% | 100.00% |
| Eurocab FV 18 S.L. | Madrid | Eurocab 18 | - | 100.00% | 100.00% |
| Eurocab FV 19 S.L. | Madrid | Eurocab 19 | - | 100.00% | 100.00% |
| Eviva Energy S.R.L. | Bucharest | Eviva Roménia | - | 100.00% | 100.00% |
| Eviva Nalbant S.R.O. | Bucharest | Eviva Nalbant | - | 100.00% | 100.00% |
| Eviva Agighiol S.R.L. | Bucharest | Eviva Agighiol | - | 99.00% | 99.00% |
| Eviva Casimcea S.R.O. | Bucharest | Eviva Casimcea | - | 99.00% | 99.00% |
| Premium Management Consulting, S.R.L. | Bucharest | Premium Management | - | 85.00% | 85.00% |
| MW Topolog, S.R.L. | Bucharest | MW Topolog | - | 99.00% | 99.00% |
| Martifer Renewables, S.A. | Gliwice | Eviva Polónia | - | 100.00% | 100.00% |
| Martifer Renewables Pty, Ltd. | Sidney | Eviva Austrália | - | 100.00% | 100.00% |
| Eviva Beteiligungsverwaltungs GmbH | Viena | Eviva GmbH | - | 100.00% | 100.00% |
| Eviva Hidro S.R.L. | Bucharest | Eviva Hidro | 1.00% | 99.00% | 100.00% |
| Martifer Deutschland GmbH | Berlin | Martifer Deutschland | - | 100.00% | 100.00% |
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Wind Odrzechowa | - | 100.00% | 100.00% |
| Eviva Gizalki Sp. Zo.o | Miastko | Eviva Gizalki | - | 100.00% | 100.00% |
| 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% |
| Wind Farm Oborniki Sp. Zo.o | Gliwice | Wind Farm Oborniki | - | 100.00% | 100.00% |
| Martifer Renewables Brazil B.V. | Amesterdam | Renewables Holanda | - | 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% |
| Martifer Renewables Investments ETVE, S.A. | Madrid | Eurocab 21 | - | 100.00% | 100.00% |
| Martifer Renewables Italy BV | Amesterdam | Renewables Italy Holanda | - | 100.00% | 100.00% |
| Martifer Renewables Brasil Participações LTDA | Fortaleza | Martifer Renewables Brasil | - | 100.00% | 100.00% |
| Martifer Renováveis - Geração de Energia e Participações S.A. |
Fortaleza | Ventania | - | 55.00% | 55.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| 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, S.A |
Fortaleza | Rosa dos Ventos 3) | - | 55.00% | 55.00% |
| Eólica Macaúbas, Ltda. | Fortaleza | Macaúbas | - | 54.99% | 54.99% |
| Eólica Sobradinho, Ltda. | Fortaleza | Sobradinho | - | 54.99% | 54.99% |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades | Ventinveste Indústria 2) | - | 46.00% | 46.00% |
1) The full consolidation of these companies is justified as the Group has ultimate control.
2) The consolidation of this company through the full consolidation method results from shareholder agreements that regulate the control of the investee.
3) This company has been classified as Asset held for sale (Note 26).
COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | |||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | COMPANY | HEAD OFFICE | ||
| Metallic Construction | |||||||
| Associate companies: | |||||||
| Liszki Green Park, Sp. Zo.o | Gliwice | Liszki Green Park | - | 45.00% | 45.00% | ||
| Martifer Amal, S.A. | Nacala | Martifer Amal | - | 35.00% | 35.00% | ||
| Jointly controlled companies: | |||||||
| Promoquatro – Investimentos Imobiliários, Lda. | Oliveira de Frades | Promoquatro | - | 50.00% | 50.00% | ||
| M City Bialystok Sp. Zo.o | Gliwice | M City Bialystok | - | 50.00% | 50.00% | ||
| M City Radom Sp. Zo.o | Gliwice | M City Radom | - | 50.00% | 50.00% | ||
| M. City Szczecin Sp. Z o.o. | Gliwice | M City Szczecin | - | 50.00% | 50.00% | ||
| Solar | |||||||
| Associate companies: | |||||||
| Parque Solar Seseña I, S.L. | Madrid | Seseña I | - | 20.63% | 20.63% | ||
| Canaverosa Renovables, SL | Madrid | Canaverosa | - | 26.94% | 26.94% | ||
| Empresa de Energia Renovable Maria del Sol Norte S.A. |
Santiago | Maria del Sol | - | 26.95% | 26.95% | ||
| Other | |||||||
| Associate companies: | |||||||
| Nutre SGPS, S.A. | Oliveira de Frades | Prio SGPS | 49.00% | - | 49.00% | ||
| Nutre, S.A. | Oliveira de Frades | Prio Foods | - | 49.00% | 49.00% | ||
| Nutre - Industrias Alimentares, S.A. | Oliveira de Frades | Prio Alimentar | - | 49.00% | 49.00% | ||
| Nutre MZ. S.A. | Maputo | Nutre Moçambique | - | 49.00% | 49.00% | ||
| Nutre Farming, S.R.L. | Bucharest | Nutre Farming Roménia | - | 49.00% | 49.00% | ||
| Prio Agromart S.R.L. | Bucharest | Prio Agromart | - | 49.00% | 49.00% | ||
| Prio Balta S.R.L. | Bucharest | Prio Balta | - | 49.00% | 49.00% | ||
| Prio Facaieni S.R.L. | Bucharest | Prio Facaieni | - | 49.00% | 49.00% | ||
| Prio Ialomita S.R.L. | Bucharest | Prio Ialomita | - | 49.00% | 49.00% | ||
| Prio Rapita S.R.L. | Bucharest | Prio Rapita | - | 49.00% | 49.00% | ||
| Nutre Farming West Part S.R.L. | Bucharest | Nutre West Part | - | 49.00% | 49.00% | ||
| Prio Terra Agricola S.R.L. | Bucharest | Prio Terra Agricola | - | 49.00% | 49.00% | ||
| Prio Turism Rural S.R.L | Bucharest | Prio Turism Rural | - | 49.00% | 49.00% | ||
| Agromec Balaciu | Bucharest | Agromec Balaciu | - | 42.60% | 42.60% | ||
| Miharox S.R.L. | Bucharest | Miharox | - | 40.47% | 40.47% | ||
| Zimbrul. S.A. | Bucharest | Zimbrul | - | 49.00% | 49.00% | ||
| Agrozootehnica. S.A. | Bucharest | Agrozootehnica | - | 48.98% | 48.98% | ||
| Prio Agrotrans S.R.L. | Bucharest | Prio Agrotrans | - | 49.00% | 49.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | COMPANY | HEAD OFFICE |
| Prio Foods Brasil LTDA | S. Luís do Maranhão | Prio Foods Brasil | - | 49.00% | 49.00% |
| Prio Extractie S.R.L. | Bucharest | Prio Extractie | - | 22.05% | 22.05% |
| Prio Agro Industries. Sp. Z o.o. | Gliwice | Prio Polónia | - | 49.00% | 49.00% |
| Prio Biocombustibil S.R.L. | Bucharest | Prio Biocombustibil | - | 22.05% | 22.05% |
| Prio Meat S.R.L | Bucharest | Prio Meat | - | 49.00% | 49.00% |
| Prio Foods – AJFS Construções, ACE | Lisbon | Prio Foods ACE | - | 24.50% | 24.50% |
| Nutre Farming B.V. | Amesterdam | Nutre Farming | - | 49.00% | 49.00% |
| Bunge Prio Cooperativa U.A. | Amesterdam | Bunge Prio Cooperativa | - | 22.05% | 22.05% |
| Bunge Roménia S.R.L. | Buzau | Bunge Roménia | - | 22.05% | 22.05% |
| Centralrest, Lda | Ilhavo | Centralrest 1) | - | 9.80% | 9.80% |
| Prio Agriculture, B.V. | Delft | Prio Holanda | - | 49.00% | 49.00% |
| Porthold Project Development BV | Amesterdam | Porthold | - | 49.00% | 49.00% |
| Fertilis Agro-Indústrias, Lda | Luanda | Fertilis | - | 29.4% | 29.4% |
| Prio Energy SGPS. S.A. | Oliveira de Frades | Prio Energy SGPS | 49.00% | - | 49.00% |
| Prio Biocombustíveis. S.A. | Oliveira de Frades | Prio Biocombustíveis | - | 49.00% | 49.00% |
| Prio Energy. S.A. | Oliveira de Frades | Prio Energy | - | 49.00% | 49.00% |
| Mondefin | Coimbra | Mondefin | - | 49.00% | 49.00% |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades | Prio Tanques | - | 49.00% | 49.00% |
| Prio.E-Electric, S.A. | Oliveira de Frades | Prio.E-Electric | - | 49.00% | 49.00% |
| Park Charge-Energy Systems, Lda | Oliveira de Frades | Park Charge | - | 49.00% | 49.00% |
| Prio. E – SGPS, S.A. | Oliveira de Frades | Prio E SGPS | - | 49.00% | 49.00% |
| Share Motivation, Lda. | Oliveira de Frades | Share Motivation | - | 49.00% | 49.00% |
| Jointly controlled companies: | |||||
| Ventinveste, S.A. | Lisbon | Ventinveste SA | 5.00% | 41.00% | 46.00% |
| Ventinveste Eólica, SGPS, S.A. | Lisbon | Ventinveste Eólica | - | 46.00% | 46.00% |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | PE Torrinheiras | - | 46.00% | 46.00% |
| Parque Eólico do Douro Sul, S.A. | Lisbon | PE Douro Sul | - | 46.00% | 46.00% |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | PE Pinhal do Oeste | - | 46.00% | 46.00% |
| Parque Eólico de Vale Grande. S.A. | Lisbon | PE Vale Grande | - | 46.00% | 46.00% |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | PE Vale do Chão | - | 46.00% | 46.00% |
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | PE Cabeço Norte | - | 46.00% | 46.00% |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | PE Serra do Oeste | - | 46.00% | 46.00% |
| Parque Eólico do Planalto, S.A. | Lisbon | PE Planalto | - | 46.00% | 46.00% |
| Eviva Dunowo, Sp. Z o.o. | Gliwice | Eviva Dunowo | - | 50.00% | 50.00% |
| SPEE 3 – Parque Eólico do Baião, S.A. | Lisbon | 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% |
| Parque Eólico da Penha da Gardunha, Lda. | Oliveira de Frades | PE Penha da Gardunha | - | 50.00% | 50.00% |
1) The consolidation of this company through the equity method results from the Group having significant influence of its parent company, which in turn has significant influence on the investee.
During the first half of 2013 and during 2012 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
During the first half of 2013:
Nutre Farming West Part S.R.L. (Nutre West Part) Martifer Construcciones Peru, S.A. (Martifer Peru) Martifer Aluminium SAS (Martifer Aluminium França) Eólica Macaúbas Ltda (Macaúbas) Eólica Sobradinho Ltda (Sobradinho) MTS Downs Farm Solar Limited (MTS Downs) MTS Spittleborough Solar Limited (MTS Spittleborough) MTS Tonge Solar Limited (MTS Tonge) MTS Rydon Solar Limited (MTS Rydon) Martifer Solar Japan KK (Martifer Solar Japan) Martifer Alumínios Ltda (Martifer Alumínios Brasil)
During 2012:
Martifer Solar RO S.R.L (Martifer Solar Roménia) Martifer Solar Finance LLC (Martifer Solar Finance) Martifer Solar Sistemas Solares Equador S.A. (Martifer Solar Equador) Martifer Solar Chile Operaciones Limitada (Solar Chile Operaciones) Empresa de Energia Renovable Maria del Sol Norte S.A. (Maria del Sol) Nutre Farming B.V. (Nutre Farming) Prio.E – SGPS, S.A. (Prio E SGPS) Martifer Solar Chile Holding, Lda (Solar Chile) Martifer Global SGPS, S.A. (Martifer Global) Martifer Aluminium UK Limited (Martifer Aluminium UK) MTS Trewidland Solar, Ltd (MTS Trewidland Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar) Martifer Solar UA, LLC (Martifer Solar Ucrânia) Inspira Martifer Solar Limited (Inspira Martifer Solar) Bunge Prio Cooperativa U.A. (Bunge Prio Cooperativa) Martifer-Amal, S.A (Martifer Amal) Martimak Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martimak Solar) Martiper Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martiper Solar) Societé Developpement Local SA (Solar Senegal) Martifer Solar Singapura PTE. LTD. (Solar Singapura) Sol Cativante VII, S.A. (Sol Cativante VII) Eviva Solar 1 Ltd (Eviva Solar 1) Eviva Solar 2 Ltd (Eviva Solar 2)
Acquired companies:
During the first half of 2013:
Fertilis Agro-Indústrias, Lda (Fertilis)
During 2012:
M. City Szczecin Sp. Z o.o. (M. City Szczecin) LRCC – La Rad Campo Charro – Energias Renováveis, Lda. (LRCC) Share Motivation – Inv. Imobiliários Unipessoal, Lda. (Share Motivation) Magnum Cap Electrical Power, Lda. (Magnum Cap) Martifer Solar, Ltda (Martifer Solar Brasil) Steadfast Fairview Solar, Ltd (Steadfast Fairview Solar) Steadfast Molland Solar, Ltd (Steadfast Molland Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Apsley Solar, Ltd (Steadfast Apsley Solar) Bunge Roménia s.r.l. (Bunge Roménia) Sol Cativante III, S.A. (Sol Cativante III) Steadfast Parkhouse Solar Limited (Parkhouse) Centralrest, Lda. (Centralrest)
Sold companies:
During the first half of 2013:
Martifer Renewables Bippen GmbH (Eviva Bippen) Eviva Mepe (Eviva Grécia) Energia Wiatrowa Sp. Zo.o ( Energia Wiatrowa)
During 2012:
Eviva Energy SGPS, S.A. (Enerpetra) Sol Cativante IV, S.A. (Sol Cativante IV) Sol Cativante II, S.A. (Sol Cativante II) Sol Cativante VI, Lda.(Sol Cativante VI) Martifer – Hirschfeld Energy Systems LLC (Martifer – Hirschfeld Energy Systems) Silverton Wind Farm Holding (Silverton Wind Farm) Parque Solar Seseña II, S.L. (Parque Solar Seseña II) Parque Solar Segovia, S.L. (Parque Solar Segovia) Parque Solar Quintanar, S.L. (Parque Solar Quintanar) Eurocab FV 20 S.L. (Eurocab FV 20) Veiga & Seabra. S.A. (Veiga & Seabra) Parque Tecnologico do Tamega (PTT) Proempar, S.A (Proempar) MTS 5 (MTS5) Magnum Cap, Lda. (Magnum Cap) Sol Cativante III, S.A. (Sol Cativante III) Sol Cativante V, S.A. (Sol Cativante V) Steadfast Parkhouse Solar Limited (Parkhouse) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar)
Changes in the consolidation method:
During the first half of 2013:
Prio Agriculture B.V. (Prio Holanda) - from full consolidation method to equity method after its sale by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.
Porthold Project Development BV (Porthold) - from full consolidation method to equity method after the sale of Prio Agriculture B.V. by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.
In 2012:
Resun Developments, S.A. – In 2011 was consolidated through the full consolidation method. In 2012, after the sale of its financial participation in this entity, Martifer Group maintained only 10% of participation, which is recorded at the cost.
MS – Participações Societárias, S.A. (MS Brasil) – from equity method to the cost, after the loss of join control of this company with Santander Brazil.
Eólica Embuaca, Ltda. (Embuaca) - from equity method to the cost, after the loss of join control of this company with Santander Brazil.
Eólica Mar e Terra, Ltda (Mar e Terra) - from equity method to the cost, after the loss of join control of this company with Santander Brazil.
Eólica Bela Vista, Ltda. (Bela Vista) - from equity method to the cost, after the loss of join control of this company with Santander Brazil.
Eólica Icaraí, Ltda. (Icaraí) - from equity method to the cost, after the loss of join control of this company with Santander Brazil.
Other changes in the consolidation perimeter:
During the first half of 2013:
Porthold Project Development BV (Porthold) - increase in financial participation by Prio Agriculture B.V from 55% to 100%.
Eviva Gizalki Sp.Zo.o (Eviva Gizalki) – increase in financial participation by Martifer Renewables SGPS, S.A. from 72% to 100%.
Martifer Solar USA, Inc. (AEM) – increase in financial participation by Martifer Solar Inc. from 63.5% to 99.293%.
Eviva Nalbant S.R.O. (Eviva Nalbant) – increase in financial participation by Eviva Energy S.R.L. from 99% to 100%.
Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in financial participation by Martifer Renováveis-Geração de Energia e Participações, S.A. from 97.5% to 100%.
During 2012:
Martifer Recycling Sp. Z.o.o. (Martifer Recycling Polónia) – merge by incorporation in Martifer Konstrukcje Sp. Z o.o. (Martifer Konstrukcje)
Martifer - Alumínios, S.A. (Martifer Alumínios Espanha) - merge by incorporation in Martifer – Construcciones Metálicas España, S.A. (Martifer Espanha)
Gebox, S.A (Gebox) – increase in financial participation by Martifer Energy Systems SGPS, S.A. from 65% to 100%.
Martifer Solar SGPS, S.A. (Martifer Solar SGPS) – decrease in financial participation by Martifer SGPS, S.A. from 75% to 55%.
Sol Cativante, Lda (Sol Cativante) – increase in financial participation by Martifer Solar, S.A. from 9.1% to 100%.
Ennebiuno S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company.
Ennebidue S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company.
Ennebitre S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company.
Fvexcava S.R.L – acquisition of 100% of shares by MTS3, s.r.l., followed by merge in this company.
Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in financial participation by MS - Participações Societárias, S.A. from 95% to 97.5%.
3. 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 two core business areas: 'Metallic Construction' and 'Solar' that are coordinated and supported by Martifer SGPS. The Metallic Construction business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and navy. In the 'Solar' segment the focus is on the production of PV panels, as well as the turnkey solar parks delivery, promotion, licensing, operation and maintenance of projects.
The Group includes also the 'RE Developer' segment for the promotion and development of projects of renewable energy, with special emphasis in the wind sector.
Amounts related with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO) are reported as 'Others'.
The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the attached financial statements (Note 1).
At 30 June 2013 and 2012, the breakdown of sales and services rendered by primary segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | TOTAL | |||||
|---|---|---|---|---|---|---|---|
| 6M'13 EURO |
6M'12 EURO |
6M'13 EURO |
6M'12 EURO |
6M'13 EURO |
6M'12 EURO |
||
| Metallic Construction | 117,941,348 | 124,785,539 | 21,689,188 | 39,127,574 | 139,630,536 | 163,913,113 | |
| Solar | 145,696,202 | 107,987,660 | 58,974,435 | 22,683,121 | 204,670,637 | 130,670,781 | |
| RE Developer | 9,109,834 | 7,140,410 | 23,467 | 1,829,204 | 9,133,302 | 8,969,614 | |
| Others | 630,148 | 1,199,450 | 1,787,973 | 2,988,541 | 2,418,121 | 4,187,991 | |
| 273,377,532 | 241,113,058 | 82,475,063 | 66,628,440 | 355,852,595 | 307,741,499 | ||
| Intersegment eliminations | (80,458,414) | (63,822,128) | |||||
| Own work capitalized (Note 5) | (2,016,650) | (2,806,313) | |||||
| 273,377,531 | 241,113,058 | ||||||
Sales and services rendered by geographical segments are as follows:
| 6M'13 | 6M'12 | |
|---|---|---|
| EURO | EURO | |
| Iberian Peninsula | ||
| Metallic Construction | 51,958,306 | 29,588,219 |
| Solar | 27,660,475 | 45,174,758 |
| RE Developer | 2,206,251 | 2,773,136 |
| Others | 600,215 | 1,054,466 |
| European Union (other) | ||
| Metallic Construction | 24,784,988 | 39,647,734 |
| Solar | 69,137,673 | 49,367,761 |
| RE Developer | 4,053,692 | 728,788 |
| Others | 29,933 | 144,984 |
| Other markets | ||
| Metallic Construction | 41,198,053 | 55,549,586 |
| Solar | 48,898,054 | 13,442,361 |
| RE Developer | 2,849,891 | 3,641,264 |
| 273,377,531 | 241,113,058 |
At 30 June 2013 and 2012, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:
| EBITDA | EBIT | PROFIT AFTER TAX | |||||
|---|---|---|---|---|---|---|---|
| 6M'13 EURO |
6M'12 EURO |
6M'13 EURO |
6M'12 EURO |
6M'13 EURO |
6M'12 EURO |
||
| Metallic Construction | (16,027,944) | 5,839,126 | (26,634,551) | (2,433,764) | (36,944,277) | (9,043,813) | |
| Solar | 12,030,179 | 10,778,526 | 8,872,077 | 9,264,913 | 2,294,717 | 4,693,300 | |
| RE Developer | 6,305,610 | 3,515,287 | (8,736,859) | (220,540) | 1,651,258 | (123,274) | |
| Others | (4,218) | 1,071,373 | (949,880) | 116,657 | (15,678,762) | (5,425,241) | |
| 2,303,627 | 21,204,312 | (27,449,213) | 6,727,265 | (48,677,064) | (9,899,028) |
The Group's net assets and liabilities by operating segments at 30 June 2013 and 31 December 2012 are as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 30 JUNE 2013 | 31 DECEMBER 2012 |
30 JUNE 2013 | 31 DECEMBER 2012 |
|
| Metallic Construction | 362,566,451 | 382,567,279 | 321,615,618 | 322,965,218 |
| Solar | 325,489,643 | 288,991,897 | 243,077,570 | 208,354,852 |
| RE Developer | 187,075,002 | 224,126,986 | 59,583,277 | 94,798,380 |
| Others | 543,889,858 | 550,627,281 | 177,155,104 | 168,533,767 |
| Intra-group eliminations | (472,469,355) | (469,938,243) | (27,915,074) | (45,532,240) |
| 946,551,599 | 976,375,200 | 773,516,495 | 749,119,977 |
The amount of assets and liabilities at 30 June 2013 above includes Assets held for sale (see Note 26).
The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 30 June 2013 and 2012, are as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||
|---|---|---|---|---|
| 30 JUNE 2013 | 30 JUNE 2012 | 6M'13 EURO |
6M'12 EURO |
|
| Metallic Construction | 4,001,843 | 4,539,591 | 3,606,263 | 4,192,995 |
| Solar | 3,787,966 | 16,642,270 | 1,503,192 | 1,350,161 |
| RE Developer | 1,248,577 | 851,413 | 2,644,974 | 2,582,079 |
| Others | 45,435 | 382,939 | 945,662 | 954,716 |
| 9,083,821 | 22,416,213 | 8,700,091 | 9,079,951 |
4. SALES AND SERVICES RENDERED
At 30 June 2013 and 2012, the breakdown of sales and services rendered is as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Revenue from the sale of merchandise | 71,403,406 | 44,615,288 |
| Revenue from the sale of goods | 60,704,723 | 68,474,606 |
| Services rendered | 141,269,402 | 128,023,164 |
| 273,377,531 | 241,113,058 |
5. OTHER INCOME
At 30 June 2013 and 2012 the breakdown of the caption 'Other income' is as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Change in production | 13,374,476 | (136,567) |
| Own work capitalized | 2,016,650 | 2,806,313 |
| 15,391,126 | 2,669,746 |
The caption Change in production is, mainly, related with the development of solar projects that are being developed in United States of America (Note 21).
The amount included under the heading 'Own work capitalized', during the first half of 2013 is related primarily to the construction of solar parks in the segment 'Solar' in Italy, and with work carried out in Brazil in the segment 'Metallic Construction'.
6. COST OF GOODS SOLD AND SUBCONTRACTORS
At 30 June 2013 and 2012 the cost of goods sold and subcontractors is as follows:
| 30 JUNE 2012 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 7,959,678 | 14,706,812 | 22,666,490 |
| Purchases | 20,934,123 | 82,238,442 | 103,172,565 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
509,273 | 235,333 | 744,606 |
| Closing balance of the continued operations | 8,318,913 | 11,442,893 | 19,761,806 |
| Cost of goods sold | 21,084,161 | 85,737,694 | 106,821,855 |
| Subcontractors | 46,007,521 | ||
| 152,829,376 |
| 30 JUNE 2013 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 6,557,447 | 10,825,365 | 17,382,812 |
| Purchases | 41,623,887 | 75,893,609 | 117,517,496 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
907,203 | 812,221 | 1,719,424 |
| Reclassification to fixed assets (Notes 16 and 17) | 6,416,400 | - | 6,416,400 |
| Closing balance of the continued operations | 13,455,391 | 14,760,746 | 28,216,137 |
| Cost of goods sold | 42,049,546 | 72,770,449 | 114,819,995 |
| Subcontractors | 74,852,709 | ||
| 189,672,704 |
7. EXTERNAL SUPPLIES AND SERVICES
At 30 June 2013 and 2012 the external supplies and services are as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Transportation of goods | 10,604,892 | 5,651,874 |
| Specialized works | 16,168,990 | 9,078,680 |
| Leases and rents | 7,961,088 | 7,754,972 |
| Service Fees | 3,358,747 | 865,161 |
| Travelling expenses | 2,872,658 | 2,498,225 |
| Electricity and Fuel | 2,099,451 | 2,012,207 |
| Insurance | 1,714,001 | 1,852,188 |
| Maintenance and repairs | 939,339 | 776,205 |
| Communications | 865,571 | 916,737 |
| Security | 755,315 | 724,455 |
| Legal and notarial fees | 657,089 | 236,588 |
| Commissions | 516,303 | 1,068,868 |
| Advertising | 498,081 | 564,383 |
| Cleaning, health and safety | 322,668 | 348,161 |
| Tools and devices | 294,557 | 506,448 |
| Other | 1,677,819 | 2,143,510 |
| 51,306,568 | 36,998,661 |
8. STAFF COSTS
At 30 June 2013 and 2012, staff costs are as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Salaries | 31,558,794 | 32,763,021 |
| Social contributions | 9,483,713 | 10,172,419 |
| 41,042,507 | 42,935,439 |
The caption 'social contributions' includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation.
9. OTHER OPERATIONAL GAINS AND LOSSES
At 30 June 2013 and 2012, the caption 'Other operational gains and losses' is as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Taxes | (2,454,680) | (469,022) |
| Impairment losses and reversals of impairment losses | ||
| - Trade debtors | (1,205,325) | (43,169) |
| - Other impairment losses | (934,757) | 61,359 |
| Supplementary income | 551,260 | 950,759 |
| Capital Gains / (Losses) in non-financial assets | 387,621 | 97,301 |
| Operating subsidies | 35,999 | 363,808 |
| Investments subsidies | 73,238 | 1,089,209 |
| Foreign exchange gains/ losses | 546,769 | - |
| Other operational gains / losses | (1,443,377) | 8,134,739 |
| (4,443,251) | 10,184,984 |
In the first half of 2012, the caption "Other operational gains / losses' included the effect of the capitalization of development costs of wind farms in the 'RE Developer' segment, which are already finished.
10. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the first half of 2013 and 2012 were as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Impairment losses | - | |
| Goodwill (Note 15) | 4,658,577 | - |
| In intangible assets (Note 16) | 892,255 | - |
| In tangible assets (Note 17) | 12,097,355 | 827,500 |
| 17,648,186 | 827,500 | |
| Provisions (Note 30) | - | |
| Arising from the use of the equity method | 450,103 | 496,722 |
| Quality guarantees | 17,374 | 257,381 |
| Legal claims in progress | 1,603,992 | - |
| Others | 1,333,094 | 3,815,493 |
| 3,404,563 | 4,569,595 |
11. NET FINANCIAL RESULTS
The net financial results for the first half of 2013 and 2012 can be analysed as follows:
| FINANCIAL INCOME | 6M'13 EURO |
6M'12 EURO |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 2,478,842 | 3,052,619 |
| Financial assets available for sale | ||
| - Dividend income | - | 203 |
| - Gains on the sale of financial assets | 10,865,883 | 150,925 |
| Other financial income related to other financial assets | ||
| - Foreign exchange gains | 2,508,724 | 10,025,787 |
| - Other financial income | 991,337 | 360,582 |
| 16,844,786 | 13,590,116 |
| FINANCIAL EXPENSES | 6M'13 EURO |
6M'12 EURO |
|---|---|---|
| Loans and accounts payable | ||
| - Interest expenses in bank loans and in finance leases | 16,645,873 | 12,246,676 |
| Available for sale financial assets | ||
| - Losses on the sale of financial assets | 457,490 | 156,233 |
| Other financial income related to other financial liabilities | ||
| - Foreign exchange losses | 3,276,378 | 9,667,471 |
| - Other financial expenses | 5,930,002 | 4,741,221 |
| 26,309,743 | 26,811,601 |
At 30 June 2013 the caption 'gains on the sale of financial assets' includes the financial gain with the sale by Martifer Renewables, SGPS, S.A. of the share capital interest of Energia Wiatrowa, Sp. Zo.o, in June 2013. This sale, agreed in 30 September 2011, was conditional to compliance with some terms and conditions set out in the agreement, namely the conclusion of the Rymanow Project, a wind farm with 13 turbines, in the region of Podkarpackie, that is being developed by Energia Wiatrowa.
The captions 'Foreign exchange gains / (losses)' are related to the occurrence of currency fluctuations, particularly in affiliated companies out of Euro zone.
12. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS
At 30 June 2013 and 2012, the gains and losses on associate companies and joint-ventures are as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Group Nutre | (11,562,083) | (2,149,350) |
| Group Prio Energy | 1,038,629 | 1,115,618 |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | 584,166 | 308,495 |
| Ventinveste, S.A. | - | (326,248) |
| SPEE 3 – Parque Eólico do Baião, S.A. | 239,458 | 110,958 |
| Canaverosa Renovables, SL | (52,333) | - |
| Parque Eólico da Penha da Gardunha, Lda. | - | 18,616 |
| Promoquatro – Investimentos Imobiliários, Lda. | (29,089) | (456,039) |
| Macquarie | 132 | 1,393,146 |
| MS Participações Societárias | - | (367,530) |
| Liskin Green Park | (143,303) | 135,043 |
| Martifer Amal | (85,734) | - |
| Parque Solar Seseña 1 | 77,695 | - |
| Other | - | 168,887 |
| (9,932,462) | (48,404) |
13. INCOME TAXES
The reconciliation between current tax and income tax is summarized as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Current tax | 1,795,109 | 4,079,182 |
| Deferred tax - generated by temporary differences | - | (504,979) |
| Deferred tax - reversal of temporary differences | 1,304,634 | 748,774 |
| Effect of changes in the income tax rate | (13,287) | (20,710) |
| Deferred tax - tax losses recognition | (1,215,113) | (909,182) |
| Other | (40,911) | (36,679) |
| Deferred tax | 35,323 | (722,777) |
| Income tax | 1,830,432 | 3,356,405 |
14. EARNINGS PER SHARE
Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.
Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is necessary to determine if these stock options, independently of being or not exercisable, are diluted, which happened when the exercise price of the opting is lower than the average market price of the shares.
Once the average market price of Martifer' s shares, in the period between 1 January 2013 and 30 June 2013, was Euro 0.67, lower than the exercise price of the stock options (Euro 3.84), these stock options are non-diluted because, if the options were exercised, the number of shares outstanding would be reduced.
Therefore, at 30 June 2013 there were no differences between the basic earnings per share and the diluted earnings per share calculation.
The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of Euro 50,000,000.
The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.
At 30 June 2013 and 2012, the basic and diluted earnings per share can be summarised as follows:
| 6M'13 EURO |
6M'12 EURO |
|
|---|---|---|
| Profit for the year (I) | (50,146,924) | (12,351,535) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 97,942,272 |
| Basic and diluted earnings per share (I) / (II) | (0.5128) | (0.1261) |
| from continuing operations | (0.5128) | (0.1259) |
| from Assets as held for sale | 0.0000 | (0.0002) |
15. GOODWILL
At 30 June 2013 and 31 December 2012, the movement occurred in the caption 'Goodwill' is as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Gross amount | ||
| Opening balance | 19,043,523 | 18,926,458 |
| Acquisition of subsidiaries | 734,899 | |
| Sale of subsidiaries | (109,934) | |
| Effect of foreign currency exchange differences | (706,679) | 172,355 |
| Write-off of goodwill fully impaired | - | (790,190) |
| Closing balance | 18,226,910 | 19,043,523 |
| Accumulated impairment losses | ||
| Opening balance | 95,555 | 790,190 |
| Impairment losses recognized in the year | 4,658,577 | 95,555 |
| Sale of subsidiaries | (95,555) | - |
| Write-off of goodwill fully impaired | - | (790,190) |
| Closing balance | 4,658,577 | 95,555 |
| Carrying amount at the beginning of the period | 18,947,967 | 18,136,269 |
| Carrying amount at the end of the period | 13,568,333 | 18,947,967 |
At 30 June 2013 and 31 December 2012, the breakdown of 'Goodwill' is as follow:
| 30 JUNE 2013 | 31 DE DEZEMBRO DE 2012 |
|||
|---|---|---|---|---|
| COST | IMPAIRMENT LOSSES |
CARRYING AMOUNT |
CARRYING AMOUNT |
|
| Martifer Construções | 5,448,792 | - | 5,448,792 | 5,448,792 |
| Sassall Aluminium | 4,658,577 | (4,658,577) | - | 5,356,394 |
| Martifer Metallic Constructions | 3,898,809 | - | 3,898,809 | 3,898,809 |
| Navalria | 1,618,675 | - | 1,618,675 | 1,618,675 |
| Martifer Solar | 1,493,776 | - | 1,493,776 | 1,493,776 |
| Martifer Solar USA | 379,333 | - | 379,333 | 388,195 |
| Martifer Solar Hellas | 72,205 | - | 72,205 | 72,205 |
| LRCC-La Rad Campo Charro - Energias Renováveis, Lda | 70,843 | - | 70,843 | 70,843 |
| Porthold | - | - | - | 14,379 |
| MGI | 8,373 | - | 8,373 | 8,373 |
| Martifer GmbH | 6,026 | - | 6,026 | 6,026 |
| M PRIME GMBH | 3,000 | - | 3,000 | 3,000 |
| MTS4 | 464,665 | - | 464,665 | 464,665 |
| MTS3 | 103,836 | - | 103,836 | 103,836 |
| Total | 18,226,909 | (4,658,577) | 13,568,333 | 18,947,967 |
During the fist half of 2013 was recognized an impairment loss by the full amount of goodwill in Sassall Aluminium.
16. INTANGIBLE ASSETS
This caption is analysed as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Gross amount, reduced by impairment losses: | ||
| Software and other rights | 20,240,107 | 26,145,255 |
| Intangible assets in progress | 1,181,419 | 24,119,844 |
| Advances for the acquisition of intangible assets | - | 99,623 |
| 21,421,526 | 50,364,722 | |
| Accumulated depreciation: | ||
| Software and other rights | 12,105,622 | 10,922,850 |
| Intangible assets in progress | - | - |
| Advances for the acquisition of intangible assets | - | - |
| 12,105,622 | 10,922,850 | |
| Carrying amount | 9,315,905 | 39,441,872 |
At 30 June 2013 and 2012, the gross amount of 'Intangible assets', reduced by impairment losses, can be analysed as follows:
| SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|
| 30,057,374 | 17,841,233 | 687,015 | 48,585,622 |
| 2,297,848 | 8,656,081 | - | 10,953,929 |
| - | - | (623,707) | (623,707) |
| 178,314 | 312,221 | 19,044 | 509,579 |
| (174,273) | (5,775,700) | - | (5,949,973) |
| - | - | - | - |
| (123,600) | (214,575) | - | (338,175) |
| 32,235,663 | 20,819,260 | 82,352 | 53,137,275 |
| 30 JUNE 2013 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance 1 January 2013 | 26,145,255 | 24,119,844 | 99,623 | 50,364,722 |
| Additions | 1,253,647 | 363,882 | - | 1,617,529 |
| Sales, disposals and write-offs | - | - | (100,491) | (100,491) |
| Effect of foreign currency exchange differences | (102,928) | 165,317 | 868 | 63,257 |
| Changes in the consolidation perimeter | 671,224 | (57,982) | - | 613,242 |
| Impairment losses | (892,254) | - | (892,254) | |
| Reclassification to inventories (Note 21) | (4,544,300) | (23,899,774) | - | (28,444,074) |
| Transfers and other movements | (2,290,538) | 490,133 | - | (1,800,405) |
| Closing balance 30 June 2013 | 20,240,106 | 1,181,420 | - | 21,421,526 |
At 30 June 2013 and 2012, the accumulated amortization and impairment losses of 'Intangible assets' can be analysed as follows:
| SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|
| 8,584,677 | - | - | 8,584,677 |
| 1,163,941 | - | - | 1,163,941 |
| 344 | - | - | 344 |
| 5,032 | 5,032 | ||
| (10,392) | - | - | (10,392) |
| 9,743,602 | - | - | 9,743,602 |
| 30 JUNE 2013 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance 1 January 2013 | 10,922,850 | - | - | 10,922,850 |
| Additions | 1,192,330 | - | - | 1,192,330 |
| Effect of foreign currency exchange differences | (2,340) | - | - | (2,340) |
| Transfers and other movements | (7,218) | - | - | (7,218) |
| Closing balance 30 June 2013 | 12,105,622 | - | - | 12,105,622 |
| Carrying Amount: | ||||
| 30 June 2012 | 22,492,061 | 20,819,260 | 82,352 | 43,393,673 |
| 30 June 2013 | 8,134,484 | 1,181,420 | - | 9,315,905 |
17. TANGIBLE ASSETS
This caption is analysed as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Gross amount, reduced by impairment losses: | ||
| Land and buildings | 85,919,616 | 91,325,592 |
| Equipments | 89,019,297 | 105,292,662 |
| Tangible assets in progress | 72,619,140 | 97,542,316 |
| Other tangible assets | 64,255,513 | 62,614,240 |
| 311,813,567 | 356,774,810 | |
| Accumulated depreciation: | ||
| Land and buildings | 17,826,508 | 17,935,741 |
| Equipments | 50,550,387 | 52,821,114 |
| Other tangible assets | 14,135,006 | 12,650,431 |
| 82,511,901 | 83,407,286 | |
| Carrying amount | 229,301,666 | 273,367,524 |
At 30 June 2013 and 2012, the gross amount of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 30 JUNE 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2012 | 96,012,887 | 109,258,138 | 91,880,914 | 62,919,117 | 360,071,056 |
| Reclassification for Assets held for sale (note 26) | (131,695) | (1,110,374) | (1,242,069) | ||
| Additions | 164,043 | 1,937,781 | 9,224,265 | 136,195 | 11,462,284 |
| Sales, disposals and write-offs | - | (1,195,500) | (44) | (3,668) | (1,199,212) |
| Effect of foreign currency exchange differences | 199,592 | (1,398,681) | (1,510,847) | (169,132) | (2,879,068) |
| Changes in the consolidation perimeter | (43,298) | 1,086,405 | (4,518,433) | 973,130 | (2,502,196) |
| Impairment losses | - | (735,600) | - | (91,900) | (827,500) |
| Transfers and other movements | 6,461,916 | 1,582,987 | (8,191,189) | (80,254) | (226,540) |
| Closing balance 30 June 2012 | 102,663,445 | 110,535,530 | 85,774,292 | 63,683,488 | 362,656,755 |
| 30 JUNE 2013 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2013 | 91,325,592 | 105,292,661 | 97,542,317 | 62,614,240 | 356,774,810 |
| Reclassification for Assets held for sale (note 26) | (3,084,329) | (18,106,567) | (48,272) | (2,143,938) | (23,383,105) |
| Additions | 223,280 | 559,707 | 5,273,783 | 1,409,522 | 7,466,292 |
| Sales, disposals and write-offs | (610,670) | (1,531,196) | (94,099) | (1,000) | (2,236,965) |
| Effect of foreign currency exchange differences | (1,721,952) | (1,705,931) | (1,114,916) | (209,712) | (4,752,511) |
| Changes in the consolidation perimeter | (256,096) | - | 489 | - | (255,607) |
| Impairment losses | - | - | (7,597,355) | (4,500,000) | (12,097,355) |
| Reclassification to inventories (note 21) | - | - | (8,863,255) | - | (8,863,255) |
| Transfers and other movements | 43,791 | 4,510,622 | (12,479,551) | 7,086,401 | (838,737) |
| Closing balance 30 June 2013 | 85,919,616 | 89,019,296 | 72,619,141 | 64,255,513 | 311,813,567 |
During the first half of 2013, it was recognized, beyond the impairment loss of Poland facility, in Metallic Construction segment, impairment losses in some wind parks, in result of the recent changes in the legislation of the sector in Spain and Romania, in RE Developer segment.
At 30 June 2013 and 2012, the accumulated depreciation and impairment losses of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 30 JUNE 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2012 | 15,826,402 | 49,806,980 | - | 9,352,706 | 74,986,088 |
| Additions | 1,789,519 | 4,550,361 | - | 1,576,130 | 7,916,010 |
| Sales, disposals and write-offs | - | (775,188) | - | (3,668) | (778,856) |
| Effect of foreign currency exchange differences | 69,110 | (76,428) | - | (8,426) | (15,744) |
| Changes in the consolidation perimeter | (241,409) | (203,515) | - | (594) | (445,518) |
| Transfers and other movements | 15,455 | (22,913) | - | 7,530 | 72 |
| Closing balance 30 June 2012 | 17,459,077 | 53,279,296 | - | 10,923,678 | 81,662,051 |
| 30 JUNE 2013 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2013 | 17,935,741 | 52,821,114 | - | 12,650,431 | 83,407,286 |
| Reclassification for Assets held for sale (note 26) | (1,585,541) | (4,806,469) | (236,246) | (6,628,256) | |
| Additions | 1,568,900 | 4,174,899 | - | 1,764,491 | 7,508,290 |
| Sales, disposals and write-offs | (10,216) | (1,106,573) | - | (881) | (1,117,670) |
| Effect of foreign currency exchange differences | (128,103) | (610,238) | - | (42,651) | (780,992) |
| Changes in the consolidation perimeter | 14,987 | (3,113) | - | (137) | 11,737 |
| Transfers and other movements | 30,739 | 80,767 | - | - | 111,506 |
| Closing balance 30 June 2013 | 17,826,507 | 50,550,387 | - | 14,135,007 | 82,511,901 |
| Carrying Amount: | |||||
| 30 June 2012 | 85,204,368 | 57,256,234 | 85,774,292 | 52,759,810 | 280,994,704 |
| 30 June 2013 | 68,093,109 | 38,468,909 | 72,619,141 | 50,120,507 | 229,301,666 |
18. INVESTMENT PROPERTIES
The caption 'Investment property' relates to the following investment properties held by Martifer Group: Benavente Shopping Centre, Warehouses in Albergaria-a-Velha (Portugal), the plant in Vagos and Aricesti land (Romania), held by the Martifer Group to earn rental income.
These assets are carried at their fair market value, according to an independent appraisal made by specialized entities, according to international practices (RICS Red Book). Martifer Group will perform regular revaluations of these properties, 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 2013 and 31 December 2012, the movement occurred in the caption 'Investment properties' is as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|---|---|
| Opening balance 16,206,768 |
17,274,847 |
| Transfers | - 3,448,525 |
| Changes in fair value | - 86,391 |
| Effect of foreign currency exchange differences (6,516) |
363,302 |
| Reclassification to Assets held for sale (note 26) | - (4,966,297) |
| 16,200,252 | 16,206,768 |
19. FINANCIAL ASSETS UNDER THE EQUITY METHOD
At 30 June 2013 and 31 December 2012, financial assets under the equity method are as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Prio Energy | 12,381,978 | 11,187,119 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 1,178,602 | 1,082,739 |
| SPEE 3 - Parque eólico de Baião, SA | 519,399 | 496,032 |
| Martifer Amal, S.A. | 370,162 | 445,944 |
| Other | 320,278 | 2,468,177 |
| 14,770,418 | 15,680,011 | |
The reduction of the caption Other is mainly related with the reduction of Macquarie Capital Wind Fund Pty Limited share capital amounting Euro 2.1 million.
At 30 June 2013 and 31 December 2012, the movement occurred in this caption is as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Opening balance | 15,680,011 | 14,867,827 |
| Acquisitions | - | 445,944 |
| Application of the equity method (Note 12 ) | 1,229,549 | 2,425,428 |
| Decrease in share capital | (2,111,458) | - |
| Sales | - | (1,445,591) |
| Changes resulting from the loss of control in subsidiaries | - | - |
| MS Participações | - | (718,373) |
| Impairment losses | - | - |
| Other changes | (27,684) | 104,777 |
| 14,770,418 | 15,680,011 |
20. AVAILABLE FOR SALE INVESTMENTS
At 30 June 2013 and 31 December 2012, available for sale investments are as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Non-current financial investment | 46,236 | 1,663,963 |
| Others | 639,892 | 646,304 |
| 686,127 | 2,310,267 |
At 31 March 2013 and 31 December 2012, the movement occurred in the caption 'Available for sale investments' is as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Opening balance | 2,310,267 | 2,179,021 |
| Additions | - | 138,993 |
| Reductions | - | (16,478) |
| Reclassification to assets held for sale (Note 26) | (1,607,994) | |
| Other | (16,146) | 8,731 |
| 686,127 | 2,310,267 |
21. INVENTORIES
At 30 June 2013 and 31 December 2012, inventories are as follows:
| 30 DE JUNHO DE 2013 |
31 DE DEZEMBRO DE 2012 |
|
|---|---|---|
| Raw-materials, subsidiaries and other consumables | 14,636,530 | 10,701,150 |
| Work in progress | 47,654,450 | 5,299,576 |
| Merchandise | 13,455,391 | 6,557,447 |
| Finished goods | 2,736,473 | 1,833,889 |
| 78,482,844 | 24,392,062 |
Part of the Group's activity is related to the development of solar projects, which can be developed for sale or to use. During the first semester of 2013 on-going projects were reviewed and, as a consequence, intangible assets (Note 16) and tangible fixed assets (Note 17) were transferred to Inventories as these projects and licenses are being developed for sale and not for its use by Martifer.
22. OTHER FINANCIAL ASSETS
The detail of the caption 'trade and other receivables', for the periods ended at 30 June 2013 and 31 December 2012 is as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2013 | 31 DECEMBER 2012 |
30 JUNE 2013 | 31 DECEMBER 2012 |
|
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 31,334,467 | 31,505,073 | 166,433,600 | 146,320,356 |
| Notes receivables | - | 2,983,299 | 3,930,470 | |
| Doubtful trade receivables | - | - | 17,256,273 | 18,468,425 |
| 31,334,467 | 31,505,073 | 186,673,172 | 168,719,251 | |
| Other receivables: | ||||
| Related companies | 96,367,615 | 100,321,045 | 16,166,262 | 15,764,687 |
| Advances to suppliers | 2,985 | 4,847 | 13,951,886 | 11,284,325 |
| Others | 988,750 | 8,465,440 | 31,607,053 | 43,002,651 |
| 97,359,351 | 108,791,332 | 61,725,201 | 70,051,663 | |
| 128,693,818 | 140,296,405 | 248,398,372 | 238,770,915 | |
The caption of non-current 'Trade receivables' refers mainly to an amount to receive from an associate company, in the 'Solar' segment, which will be regularized as soon as this company obtains revenues from the sale of energy. This receivable amount bears interests at the market rate.
At 30 June 2013 and 31 December 2012, impairment losses in accounts receivables are as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2013 | 31 DECEMBER 2012 |
30 JUNE 2013 | 31 DECEMBER 2012 |
|
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 19,259,564 | 18,362,123 |
| Other receivables | 114,119 | 121,503 | 7,859,369 | 7,779,142 |
| 114,119 | 121,503 | 27,118,933 | 26,141,265 | |
| Carrying amount – trade receivables | 31,334,467 | 31,505,073 | 167,413,608 | 150,357,128 |
| Carrying amount - other receivables | 97,245,232 | 108,669,829 | 53,865,832 | 62,272,521 |
23. INCOME TAX AND CURRENT TAX ASSETS
At 30 June 2013 and 31 December 2012, current tax assets are as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|---|---|
| Income tax | 2,467,469 2,692,473 |
| Value added tax | 18,956,874 15,379,705 |
| Tax in other countries | 558,638 1,464,331 |
| Other taxes | 2,366,907 1,493,203 |
| Current tax assets | 21,882,418 18,337,239 |
24. OTHER CURRENT ASSETS
At 30 June 2013 and 31 December 2012, the breakdown of the caption 'Other current assets' is as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|---|---|
| Accrued income | |
| Construction contracts | |
| 127,723,446 Cost |
123,070,681 |
| (6,256,173) Impairment losses |
(5,477,871) |
| 121,467,273 Carrying amount |
117,592,810 |
| 876,827 Interest to be received |
46,391 |
| 2,787,381 Other accrued income |
3,427,374 |
| 125,131,481 | 121,066,575 |
| Prepayments | |
| 1,721,116 Insurances |
1,505,437 |
| 672,911 Financial expenses |
727,703 |
| 703,634 Rents |
892,716 |
| Other prepayments 1,259,432 |
905,635 |
| 4,357,092 | 4,031,492 |
| 205,966 Other (current) financial assets |
620,583 |
| 129,694,539 | 125,718,650 |
25. CASH AND CASH EQUIVALENTS
The 'Cash and cash equivalents' caption can be analysed as follows:
| 30 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Cash and cash equivalents | ||
| Bank deposits | 34,035,378 | 37,585,387 |
| Cash | 146,250 | 439,182 |
| 34,181,628 | 38,024,569 |
This caption includes cash on hand and in banks, maturing in no less than 3 months, which are subject to insignificant risk of change in value. At 30 June 2013 and 31 December 2012, no restrictions exist to the usage of the amounts recorded in the caption 'Cash and cash equivalents'.
26. ASSETS HELD FOR SALE
In December 2012, after the decision of closing the facility of Poland, an active plan for selling of lands and building of Martifer Polska, Sp. Zo.o, in 'Metallic Construction' segment, has started. Additionally, there are negotiations under way for the sale of real estate project of Szczecin (Poland), previously classified as investment property, for which the sale is highly probable.
At the end of first half 2013, Martifer Renováveis Geração de Energia e Participações S.A., controlled at 55% by Martifer Renewables SGPS assigned a sale and purchase agreement of 100%, depending on the fulfilment of several conditions, of the company Rosa dos Ventos Geração e comercialização de Energias, S.A. (Rosa dos Ventos), which has the operation of wind farms (i) Canoa Quebrada (ii) Lagoa do Mato with a capacity of 10.5MW and 3.2MW, respectively.
In accordance with IFRS 5, the assets of Poland, as well as the assets and liabilities related to Rosa dos Ventos, were classified as 'Assets held for sale' and 'Liabilities associated with Assets held for sale', respectively.
The breakdown of assets and liabilities of the business unit held for sale at 30 June 2013 is as follows:
| 30 JUNE 2013 | |
|---|---|
| Tangible Assets | 23,995,094 |
| Investment properties | 4,669,610 |
| Available for sale investments | 1,465,200 |
| Trade receivables | 864,419 |
| Other receivables | 1,061,463 |
| Current tax assets | 3,450 |
| Other current assets | 274,488 |
| Cash and cash equivalents | 398,464 |
| Derivatives | - |
| Total assets held for sale | 32,732,188 |
| Non-controlling interests attributable to Assets held for sale | 2,734,866 |
| Non-current liabilities | - |
| Borrowings | 12,628,173 |
| Trade payables | 1,701 |
| Other payables | 75,939 |
| Current tax liabilities | 29,804 |
| Other current liabilities | 39,775 |
| Derivatives | - |
| Liabilities related to Assets held for sale | 12,775,392 |
| Assets net of liabilities and Non-controlling interests related to Assets held for sale | 17,221,930 |
27. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA share capital, fully subscribed and paid at 30 June 2013, amounts to Euro 50,000,000 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. During the first half of 2013 and 2012, no movements occurred in the number of shares of the Group.
During the first half of 2013, Martifer SGPS, S.A. did not acquire any shares (2012: 402,819 treasury shares were acquired). After these acquisitions, the Group held 2,215,910 treasury shares, corresponding to 2.22% of its capital.
At 30 June 2013, the share capital of Martifer SGPS, S.A. was held in 42.7% by I'M SGPS, S.A., 37.5% by Mota-Engil SGPS, S.A., and 2.22% are treasury shares. The remaining 17.58% represents free-float listed in Euronext Lisbon.
Non-controlling interests
Movements in the non-controlling interests are as follows:
| 30 DE JUNHO DE 2013 |
30 DE JUNHO DE 2012 |
|
|---|---|---|
| Opening balance | 50,975,912 | 31,783,623 |
| Net profit of the year | 1,469,861 | 2,428,806 |
| Other changes in equity of subsidiaries | (223,581) | 1,514,897 |
| Increase in the share capital of subsidiaries | - | 102,000 |
| Changes in the consolidation perimeter | (74,149) | - |
| Transactions with non-controlling interests | 745,067 | 17,957,172 |
| Reclassification to attributable to Assets held for sale | (2,734,866) | - |
| 50,158,245 | 53,786,498 |
28. BORROWINGS
At 30 June 2013 and 31 December 2012, borrowings can be analysed as follows:
| UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|
| 81,687,445 | 70,074,451 | 36,686,840 | 19,565,015 | 208,013,751 |
| 15,460,101 | 1,850,466 | - | - | 17,310,567 |
| 67,783,191 | 4,533,333 | 1,200,000 | 600,000 | 74,116,524 |
| 59,200,000 | 5,450,000 | 11,500,000 | 2,500,000 | 78,650,000 |
| 4,900,095 | 4,575,550 | 3,708,697 | 2,656,515 | 15,840,857 |
| 229,030,832 | 86,483,800 | 53,095,537 | 25,321,530 | 393,931,699 |
| 30 JUNE 2013 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 92,760,533 | 71,058,404 | 33,077,316 | 8,724,108 | 205,620,361 |
| Bank overdrafts | 16,421,629 | 988,054 | - | - | 17,409,683 |
| Authorized overdrafts | 76,511,744 | - | - | - | 76,511,744 |
| Other borrowings: | |||||
| Commercial paper | 59,937,502 | 4,200,000 | 5,650,000 | - | 69,787,502 |
| Other borrowings | 17,952,070 | 1,834,781 | 2,909,188 | 2,656,515 | 25,352,554 |
| 263,583,478 | 78,081,239 | 41,636,504 | 11,380,623 | 394,681,844 |
At 30 June 2013, the Group's net debt amounts Euro 380,398,508. The net debt calculation includes, besides the borrowings mentioned above, the 'finance leases' (Euro 20,009,092), 'derivatives' (Euro 110, 800) and 'cash and cash equivalents' (Euro 34,181,628).
29. TRADE PAYABLES AND OTHER PAYABLES
At 30 June 2013 and 31 December 2012, trade payables and other payables can be analysed as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2013 | 31 DECEMBER 2012 |
30 JUNE 2013 | 31 DECEMBER 2012 |
|
| Trade payables | 11,770,227 | 12,239,542 | 185,071,402 | 165,013,219 |
| Fixed assets suppliers | - | 1,184,505 | 840,425 | |
| Related companies and other shareholders | 8,995,902 | 9,046,499 | 1,462,637 | 2,378,317 |
| Advanced payments received from customers | 387,403 | 22,354,868 | 11,316,045 | |
| Other creditors | 1,883,942 | 395,101 | 9,334,367 | 35,966,130 |
| Other payables | 10,879,844 | 9,829,003 | 34,336,377 | 50,500,917 |
The balance of non-current 'Trade payables' is related, mainly, with retentions in works performed by external parties, which will be released after the period of guarantee.
At 30 June 2013 and 31 December 2012, the non-current balances due to related companies and other shareholders refer to loans obtained from companies consolidated by the proportionate method, which bear interest at Euribor 3M increased by a 6.75% spread.
30. PROVISIONS
The information related with 'Provisions' as of 30 June 2013 and 31 December 2012 can be detailed as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Quality guarantees | 3,174,461 | 3,176,336 |
| Legal claims in progress | 1,928,180 | 604,844 |
| Provisions arising from the use of the equity method | 5,458,016 | 4,498,385 |
| Others | 5,329,245 | 4,241,128 |
| 15,889,902 | 12,520,693 |
The change in the Provisions, compared with 31 December 2012, is as follows:
| OPENING BALANCE |
ADDITIONS NOTE 11 |
DEDUCTIONS NOTE 11 |
APPLICATION S |
CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|---|
| Quality guarantees | 3,176,336 | 213,969 | (196,595) | - | (19,249) | 3,174,461 |
| Legal claims in progress | 604,844 | 1,603,992 | - | - | (280,656) | 1,928,180 |
| Provisions arising from the use of the equity method |
4,498,385 | 450,103 | - | - | 509,528 | 5,458,016 |
| Others | 4,241,128 | 1,338,043 | (4,949) | (3,503) | (241,473) | 5,329,246 |
| 12,520,693 | 3,606,107 | (201,544) | (3,503) | (31,850) | 15,889,903 |
31. INCOME TAX AND CURRENT TAX LIABILITIES
At 30 June 2013 and 31 December 2012, 'Income Tax' and 'Current tax liabilities' are made up as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Income Tax | 5,628,958 | 3,623,443 |
| Value added tax | 9,057,732 | 12,421,569 |
| Social security contributions | 1,979,641 | 1,619,163 |
| Personnel income tax withheld | 409,864 | 643,672 |
| Other taxes | 1,596,113 | 1,912,194 |
| Current tax liabilities | 13,043,350 | 16,596,598 |
32. OTHER CURRENT LIABILITIES
At 30 June 2013 and 31 December 2012, other current liabilities are made up as follows:
| 30 JUNE 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 8,045,613 | 6,223,844 |
| Interest borne but not yet overdue | 8,230,389 | 3,622,926 |
| Production performed by third parties not yet invoiced | 6,633,140 | 3,613,297 |
| Other accrued expenses | 8,502,393 | 6,166,867 |
| 31,411,535 | 19,626,934 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 30,017,699 | 26,791,860 |
| Subsidies / Government grants | 1,964,614 | 1,502,984 |
| Other deferred income | 2,735,330 | 2,567,911 |
| 34,717,643 | 30,862,755 | |
| 66,129,178 | 50,489,688 |
The caption "Other accrued expenses" includes supplies and services rendered up to June 30, 2013 whose invoices were received after this date.
33. CONTINGENT LIABILITIES
There are no significant changes to the disclosed in the notes to the financial statements for the period ended December 31, 2012.
34. COMMITMENTS
The nature of the Group's commitments did not change in comparison with 31 December 2012.
35. RELATED PARTIES
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.
Therefore, all of these transactions have been eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as a unique company.
The balances resulting from transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately Euro 104,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 61,800,000.
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 June 2013, that had affected significantly the financial position or performance of the Group.
36. SUBSEQUENT EVENTS
On July 2013, Martifer SGPS sold part of their participation in PRIO, ENERGY SGPS, S.A. to a fund represented by management company OXY CAPITAL – SOCIEDADE DE CAPITAL DE RISCO, S.A., decreasing its participation from 49% to 10%. This operation, which will reduce the debt of approximately Euro 31.2 million, depends on the fulfilment of several conditions, namely the approval of Competition Authority.
37. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 30th August 2013.
38. 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, 30Th August 2013
The Chief Accountant The Board of Directors
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ Arnaldo José Nunes da Costa Figueiredo
__________________________________ Luís Filipe Cardoso da Silva
__________________________________ Luís Valadares Tavares
__________________________________ Jorge Bento Ribeiro Barbosa Farinha