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Martifer — Interim / Quarterly Report 2013
Nov 21, 2013
1938_10-q_2013-11-21_19ea069b-25ad-4732-8035-8f30e12232c2.pdf
Interim / Quarterly Report
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BEING GLOBAL REPORT
9M 2013
CONTENTS
| MANAGEMENT REPORT | 03 |
|---|---|
| 01 MARTIFER GROUP | 05 |
| Highlights | 06 |
| Key Financial Indicators | 06 |
| Main Events | 07 |
| 02 FINANCIAL PERFORMANCE | 11 |
| Results Analysis | 12 |
| Total Revenues | 13 |
| EBITDA and Net Profit | 14 |
| CAPEX | 15 |
| Capital Structure Analysis | 15 |
| 03 ANALYSIS BY SEGMENT | 17 |
| Metallic Constructions | 18 |
| Solar | 20 |
| RE Developer | 22 |
| 04 MARTIFER SHARE'S PERFORMANCE | 23 |
| CONSOLIDATED FINANCIAL INFORMATION | 27 |
| 06 INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 29 |
| 07 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 35 |
MANAGEMENT REPORT
01 | MARTIFER GROUP
HIGHLIGHTS
- Total Operating Revenues in the 9M13 of 464.3 M€ increasing by 28.7 % YoY, reflecting the significant improvement in volume of the core businesses areas Metallic Constructions and Solar, and also leveraged by the sale of wind farms in the RE Developer
- Total Operating Revenues in the 3Q13 was 165.6 M€
- EBITDA of 19.6 M€ in the end of the 9M13 (versus 14.6 M€ in 9M12)
- EBIT just in the 3Q13 was 11.5 M€, what reflects an EBIT margin of 6.9 %
- Net consolidated Profit of -48.7 M€ accumulated at the end of 9M13; Residual Net consolidated Profit in 3Q13 of 56.3 K€
- Total Order Book of 493 M€: Metallic Construction (223 M€) and Solar (270 M€)
- Total Net Consolidated Debt of 378 M€, approx. 1 M€ above the FY12, mostly due to the CAPEX of 10 M€ and investment in Working Capital
- Extended Debt Maturity, from ST to MLT (7yr.) of approximately 30 % at the holding level.
| €M - IFRS | 9M13 | MARG. | 9M12 | MARG. | VAR.% |
|---|---|---|---|---|---|
| Total Revenues | 464.3 | 360.8 | 28.7% | ||
| EBITDA | 19.6 | 4.2% | 14.6 | 4.1% | 34.4% |
| EBIT | -15.9 | -3.4% | -6.1 | -1.7% | <-100% |
| Financial Results | -30.0 | -24.4 | -22.9% | ||
| Profit before tax | -45.9 | -30.5 | -50.7% | ||
| Income tax | -2.8 | -2.6 | -6.4% | ||
| Consolidated Net Profit | -48.7 | -10.5% | -33.0 | -9.1% | -47.7% |
| Attributable | |||||
| to non-controlling interests | 1.5 | 2.4 | -38.2% | ||
| to shareholders | -50.2 | -35.4 | -41.9% |
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 1H13.
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.
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 %.
MAIN SUBSEQUENT EVENTS
OCTOBER 2013
Martifer is the only company admitted in the tender for the sub-concession of the Estaleiros de Viana do Castelo
Martifer Group, through its subsidiaries Navalria and Martifer Energy Systems, was the only company admitted in the tender for the sub-concession of the lands and infrastructures of Viana do Castelo's Naval Shipyard.
Martifer and Hanwha Q Cells Korea conclude PV plant of 17.8 MWp in Portugal
Martifer Solar, a subsidiary company of Martifer, SGPS, S.A., in partnership with Hanwha Q CELLS Korea, Korean leader in the solar industry, concluded a PV plant of 17.8 MWp.
The PV cluster consists of six PV plants constructed in Loures, Montijo and Montemor-o-Novo regions. Martifer Solar will be the operations and maintenance contractor to ensure the optimal generation levels of these six PV plants.
The "green" energy that will be produced by the entire cluster is estimated to sufficiently power over 24,800 inhabitants and to avoid the annual emission of 19,300 tons of greenhouse gases.
FINANCIAL PERFORMANCE
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| €M | 9M2013 | 9M2012 | VAR.% |
|---|---|---|---|
| Revenues | 464.3 | 360.8 | 28.7% |
| Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) | 19.6 | 14.6 | 34.4% |
| EBITDA margin | 4.2% | 4.1% | 0.2 pp |
| Depreciation & Amortization | 12.9 | 13.5 | -4.7% |
| Provisions & Impairment Losses | 22.7 | 7.2 | >100% |
| Operating Income (EBIT) | -15.9 | -6.1 | <-100% |
| EBIT margin | -3.4% | -1.7% | -1.7 pp |
| Financial Results | -30.0 | -24.4 | -22.9% |
| Profit before taxes | -45.9 | -30.5 | -50.7% |
| Income tax | 2.8 | 2.6 | 6.4% |
| Results from assets held for sale | 0.0 | 0.1 | n.m. |
| Net Profit | -48.7 | -33.0 | -47.7% |
| Attributable to non-controlling interests | 1.5 | 2.4 | -38.2% |
| Attributable to shareholders | -50.2 | -35.4 | -41.9% |
| per share € | -0.492 | -0.334 |
TOTAL REVENUES
In the 9M13 the Total of Operating Revenues increased by 28.7 % YoY to 464.3 million euro, reflecting the significant improvement in volume of the core businesses areas Metallic Constructions and Solar, and also leveraged by the sale of wind farms in the RE Developer.
Metallic Construction business area reported an increase of 8.9 % YoY in Revenues to the 207.7 million euro, due to the rapid pace of projects in the 3Q13 characterized by its complexity in terms of engineering. The strongest markets were Brazil, Saudi Arabia, Angola and France.
The Solar business ended 9M13 with 231.8 million euro of Total Operating Revenues, increasing by 47.4 % 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, projects in Portugal and UK.
| 9M13 | 9M12 | ||||
|---|---|---|---|---|---|
| REVENUES | €M | WEIGHT | €M | WEIGHT | VAR.% |
| Martifer Consolidated | 464,3 | 360,8 | 28,7% | ||
| Metallic Construction | 207,7 | 44,7% | 190,7 | 52,9% | 8,9% |
| Solar | 231,8 | 49,9% | 157,3 | 43,6% | 47,4% |
| RE Developer | 27,2 | 5,9% | 12,0 | 3,3% | >100% |
| Others, Holding and Adjust. | -2,4 | -0,5% | 0,9 | 0,2% | s.s. |
Portugal represented in the 9M13 only 13 % of the total Operating Revenues, which is comparable with 19 % in the FY2012 and which proves the strong efforts of the Group's internationalization in the last years.
REVENUES BREAKDOWN – 9M2013
.
EBITDA AND NET PROFIT
Consolidated EBITDA in the 9M13 reached 19.6 million euro, versus 14.6 million euro in the same period last year, which reflects a margin of 4.2 %.
EBITDA in the 9M13 increased due to the EBITDA improvement in the RE Developer, with the sale of wind farms in Poland.
In Metallic Constructions, EBITDA in the 9M13 registered -13.8 million euros, which compares with -6.3 million euros in the 9M12, 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 5.2 % vs. 7.8 %. The weak comparison with last year performance is mainly due to the poor performance of the USA market.
| 9M13 | 9M12 | ||||
|---|---|---|---|---|---|
| EBITDA | €M | MARG. | €M | MARG. | VAR.% |
| Martifer Consolidated | 19.6 | 4.2% | 14.6 | 4.1% | 34.4% |
| Metallic Construction | -13.8 | -6.7% | -6.3 | -3.3% | <-100% |
| Solar | 12.0 | 5.2% | 12.3 | 7.8% | -2.3% |
| RE Developer | 21.3 | 78.5% | 6.8 | 56.8% | >100% |
| Others, Holding and Adjust. | 0.1 | 1.8 | -92.5% |
The Depreciation & Amortization has shown a slight decrease of 4.7 % to 12.9 million euros.
The Provisions & Impairment Losses registered in the 9M13 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 30.0 million euro, comparable with 24.4 million euro in the 9M12.
Net Interest Expense was 20.3 million euro in the 9M13, above the 14.0 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 9M13 amounted to negative 48.2 million euro, which compares with 9.9 million euro in the 9M12.
However, the Consolidated Net Profit in the 3Q was residual, but positive in 56.3 thousand euro.
CAPEX
The amount of investment in fixed assets in the 9M13 was 10.2 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, 4.6 million euro, which corresponds to maintenance capex, namely in the conclusion of investments in Brazil, such as the new aluminium factory, and a new transportation crane in Navalria
(3) Finally, RE Developer's investment was approximately 1.9 million euros
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | 9M2013 | 2012 | VAR. % |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 246.8 | 331.8 | -25.6% |
| Other non current assets | 154.1 | 187.7 | -17.9% |
| Inventory and Receivables | 438.7 | 383.8 | 14.3% |
| Cash and cash equivalents | 25.9 | 38.0 | -31.9% |
| Assets held for sale | 32.2 | 35.1 | -8.3% |
| Total Assets | 897.6 | 976.4 | -8.1% |
| Shareholders Equity | 120.4 | 176.3 | -31.7% |
| Non-controlling interests | 53.0 | 51.0 | 4.0% |
| Total Equity | 173.4 | 227.3 | -23.7% |
| Non-current debt and leasings | 136.0 | 177.1 | -23.2% |
| Other non-current liabilities | 42.2 | 38.2 | 10.4% |
| Current debt and leasings | 267.7 | 237.6 | 12.7% |
| Other current liabilities | 266.4 | 286.2 | -6.9% |
| Liabilities related with Assets held for sale | 12.1 | 9.5 | 26.8% |
| Total Liabilities | 724.3 | 748.5 | -3.2% |
Total assets at 30 th September 2013, amounted to 897.6 million euro, which compares to 976.4 million euro at 31st December 2012. Non-current assets reached 400.9 million euro compared with 519.5 million euro, at the end of 2012.
Total Equity at 30th September 2013 was 173.4 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 | 97 | 101 | 17 | 136 | 351 |
| Corporate Net Debt allocated to non-operating activities |
27 | 27 | |||
| Total Net Debt | 124 | 101 | 17 | 136 | 378 |
| FY12 Total Net Debt | 120 | 62 | 40 | 155 | 377 |
| Absolute variation (M€) | +4 | +39 | -23 | -19 | +1 |
Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents
The Group's Consolidated Net Debt at 30 th September 2013 totalled 378 million euro, 1 million euro above the 377 million euro registered at the end of 2012.
Already in the 3Q13 the group extended the debt maturity from ST to MLT (7 years) of 97 million euro at the holding level.
The Group continues focused in its goal to continue the process of debt reduction, so it will continue to be committed to the non-core asset sale process, especially 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 continues strongly penalized, 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 -3.3 % for the sector in Europe in 2013, with the toughest decreases in Portugal and Spain.
- − 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 in the 9M13 registered 223 million euros. The current list of works is mostly from 12 countries. 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 Viking Hemming and Viking Torgil ships under construction in Navalria
- In France the most important works are the Lyon Stadium and the Iter Building 13
- In the UK, the spotlight goes for the Birmingham New Street Atrium
BACKLOG BY GEOGRAPHY
| GEOGRAPHY | VALUE (M€) | % |
|---|---|---|
| Western Europe | 101.4 | 45% |
| Brazil | 40.9 | 18% |
| Eastern Europe and Middle East | 34.8 | 16% |
| Africa | 44.4 | 20% |
| Peru | 1.0 | 1% |
| TOTAL | 223 |
RESULTS
Metallic Construction Revenues in the 9M13 increased by 8.9 % compared with the same period last year.
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 9M13 registered -13.8 million euros, which compares with -6.3 million euros in the 9M12, 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.
Despite that the EBITDA in the 9M13 reflects an improvement of 2.2 million euros compared with 1S13.
The EBIT of -27.3 million euros is negatively affected by the goodwill impairment loss of 4.6 million euros, concerning activity in Australia.
Net Financial Expenses in the 9M13 had an increase of 14.3 % to the 11.8 million euro, due to the increase in the spreads and financing commissions applied by the banks.
Net Profit in the 9M13 totalled -43.6 million euro, of which 0.1 million euro attributable to non-controlling interests in Martifer Angola.
Net Financial Debt in Metallic Constructions at 30 th September 2013 reached the 124 million euro, more 4 million euro than FY 2012. Of the total Net Debt, 27 million euro is allocated to projects in the Retail area, not considered core business.
Total CAPEX at the 9M13 reached 4.6 million euro, which corresponds to maintenance investment in metallic construction, namely investments in Brazil and a new gantry crane in Navalria.
| 9M13 | 9M12 | VAR. % |
|---|---|---|
| 207,7 | 190,7 | 8,9% |
| -13,8 | -6,3 | <-100% |
| -6,7% | -3,3% | -3,4 pp |
| -27,3 | -19,5 | -40,0% |
| -13,2% | -10,2% | -2,9 pp |
| 11,8 | 10,3 | 14,3% |
| 4,4 | 0,0 | >100% |
| 0,0 | 0,0 | n.m. |
| -43,6 | -29,9 | -45,7% |
| 0,1 | 0,4 | -73,9% |
| -43,7 | -30,3 | -44,0% |
SOLAR
SECTOR TRENDS
- − Forecasts for 2013 aim at a world installation level of 36 GW, maintaining a 10 % world market growth
- − The forecasted drops in the number of MW installed in Europe are compensated by the growth in new markets (LATAM, China and Japan)
- − 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
- − In the negative side, the 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 December 2013
ACTIVITY
The backlog of turnkey contracts is currently 270 million euro, United Kingdom, Portugal and India with the higher weight.
RESULTS
In 9M13 Total Operating Revenues increased strongly by 47.4 % YoY, totalling 231.8 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, UK and Portugal.
In the performance in the 9M13, besides Mexico, the projects with better contribution were in the UK, Portugal and Ukraine.
The EBITDA in the Solar in the 9M13 totalled 12 million euro, with a margin of 5.2 % vs. 8 %. The weak comparison with last year performance is mainly due to the weak performance of the USA market. As previously referred, 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 9M13 increased significantly from 3.9 million euro to 10.6 million euro, what is explained by the capitalization of interests with Silverado Project in the USA.
CAPEX in the 9M13 was 3.7 million euro, applied in project development.
Net Debt in the 9M13 suffered an increase of 39 million euros to 101.2 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. However, it is expected that the Net Debt at the end of 2013 will be in line with FY12.
| SOLAR | |||
|---|---|---|---|
| €M | 9M13 | 9M12 | VAR. % |
| Total Operating Revenues | 231.8 | 157.3 | 47.4% |
| EBITDA | 12.0 | 12.3 | -2.3% |
| EBITDA Margin | 5.2% | 8% | -2.6 pp |
| EBIT | 8.4 | 11.0 | -24.1% |
| EBIT Margin | 3.6% | 7.0% | -3.4 pp |
| Net Financial Expenses | 10.6 | 3.9 | 173.8% |
| Income tax | -2.4 | 2.3 | n.m. |
| Net Profit | 0.2 | 4.8 | -96.2% |
| Attributable to non-controlling interests | 2.1 | -0.5 | n.m. |
| Attributable to shareholders | -1.9 | 5.3 | n.m. |
RE DEVELOPER
RESULTS
RE Developer's Total Operating Revenues increased significantly in the 9M13 YoY to 27.2 million euro, explained by the sale of the wind farms in Poland to IKEA.
The Total Revenues from the wind and solar farms in operation in the period, totalling 64 MW, located in Spain, Romania and Brazil, totalled 13.9 million euro versus 11.7 million euro in the 9M12, thanks to the beginning of operations of the totality of the wind farm in Babadag, Romania (42 MW) in the 2H12.
EBITDA reached 21.3 million euros in the 9M13, showing an improvement YoY, and reflecting also a 21.6 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 and also due to the sale of the wind farms in Poland to IKEA.
In the 1H2013, 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 9M13 was 2.2 million euros, compared with the 0.6 Net Loss in the9M12.
CAPEX in the reported period was 1.8 million euro.
Net Debt at the end of the 9M13 was 17 million euro; it was less 23 million euro than final year 2012. 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 | 9M13 | 9M12 | VAR. % |
| Total Operating Revenues | 27.2 | 12.0 | >100% |
| EBITDA | 21.3 | 6.8 | >100% |
| EBITDA Margin | 78.5% | 56.8% | 21.6 pp |
| EBIT | 4.3 | 2.1 | >100% |
| EBIT Margin | 15.9% | 17.2% | -1.3 pp |
| Net Financial Expenses | 1.2 | 1.2 | 3% |
| Income tax | 0.8 | 0.3 | >100% |
| Net Profit | 2.2 | 0.6 | >100% |
| Attributable to non-controlling interests | 0.0 | 0.4 | n.m. |
| Attributable to shareholders | 2.3 | 0.2 | >100% |
SHARE PERFORMANCE
04 | SHARE PRICE PERFORMANCE
SHARE PERFORMANCE
Source: Reuters
The performance of the equity markets was very positive in the end of the 3Q13, several reference indices that traded in the red changed to gains, mostly in the South Europe, namely in Portugal and Spain: PSI20 index grew 5.3 % and IBEX 35 was up by 12.5 %.
The rest of Europe revealed equally strong gains in the most important markets: FTSE 100 + 9.6 %; Dax +12.9 %; CAC 40 +13.8 %. As for the North American markets, they had a quite positive performance: 15.5 % increase in Dow Jones Industrial; and 24.9 % in NASDAQ.
At the end of 9M13, Martifer's shares decreased by 7.0 %, while the PSI-20, the main stock index in Euronext Lisbon, increased 5.3 % when compared with FY 2012. Martifer's share price ended the 9M13 at 0.52 €/share. The highest price achieved was 0.82 €/share and the lowest price was 0.45€/share.
The daily average volume of stock traded during the 9M13 was 33,610 shares, which mean a significant increase compared with the average volume in 9M12, of 12,982 shares daily average.
Overall, Martifer's market capitalization totalled 52 million euro at the end of the 9 months period of 2013.
Oliveira de Frades, 14 November 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)
Mário Rui Rodrigues Matias (Member 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)
INTERIM CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL STATEMENTS
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| Notes | 9M' 2013 IFRS (NON AUDITED) |
9M' 2012 IFRS (NON AUDITED) |
3RD QUARTER 2013 IFRS (NON AUDITED) |
3RD QUARTER 2012 IFRS (NON AUDITED) |
|
|---|---|---|---|---|---|
| Sales and services rendered | 3 and 4 | 416,459,259 | 340,533,400 | 143,081,728 | 99,420,342 |
| Other operational gains | 5 | 47,824,498 | 20,251,275 | 22,451,665 | 3,169,262 |
| Cost of goods sold | 6 | (160,715,680) | (159,610,982) | (45,895,685) | (52,789,127) |
| Subcontractors | 6 | (111,123,713) | (58,971,038) | (36,271,004) | (12,963,517) |
| External supplies and services | 7 | (84,146,042) | (54,678,500) | (32,839,474) | (17,679,839) |
| Staff costs | 8 | (61,294,719) | (63,399,878) | (20,252,212) | (20,464,439) |
| Other operational losses | 9 | (27,364,537) | (9,507,839) | (12,939,579) | (5,280,556) |
| 19,639,066 | 14,616,438 | 17,335,439 | (6,587,874) | ||
| Amortizations | 3, 16 and 17 |
(12,882,777) | (13,524,800) | (4,182,686) | (4,444,849) |
| Provisions | 10 | (4,190,840) | (6,002,447) | (786,277) | (1,432,852) |
| Impairment losses | 10 | (18,478,809) | (1,150,786) | (830,623) | (323,286) |
| Operating income | (15,913,360) | (6,061,595) | 11,535,853 | (12,788,861) | |
| Financial income | 11 | 25,886,578 | 14,680,423 | 9,041,792 | 1,090,307 |
| Financial expenses | 11 | (39,466,520) | (37,967,037) | (13,156,777) | (11,155,436) |
| Gains / (losses) on associate companies and joint arrangements |
12 | (16,431,710) | (1,127,931) | (6,499,248) | (1,079,527) |
| Profit before tax | (45,925,012) | (30,476,140) | 921,620 | (23,933,517) | |
| Income tax | 13 | (2,808,392) | (2,639,907) | (977,960) | 716,498 |
| Profit after tax | (48,733,404) | (33,116,047) | (56,340) | (23,217,019) | |
| Earnings of the disposal group classified as held for sale Attributable to: |
- | 115,777 | - | 139,478 | |
| non-controlling interests | - | - | - | - | |
| owners of Martifer | - | 115,777 | - | 139,478 | |
| Profit for the year | (48,733,404) | (33,000,270) | (56,340) | (23,077,541) | |
| Attributable to: | |||||
| non-controlling interests | 27 | 1,468,120 | 2,376,533 | (1,741) | (52,273) |
| owners of Martifer | (50,201,524) | (35,376,803) | (54,600) | (23,025,268) | |
| Earnings per share: | |||||
| Basic | 14 | (0,5134) | (0,3614) | (0,0006) | (0,2353) |
| from continuing operations | (0,5134) | (0,3626) | (0,0006) | (0,2367) | |
| from disposal group classified as held for sale | - | 0,0012 | - | 0,0014 | |
| Diluted | 14 | (0,5134) | (0,3614) | (0,0006) | (0,2353) |
| from continuing operations | (0,5134) | (0,3626) | (0,0006) | (0,2367) | |
| from disposal group classified as held for sale | - | 0,0012 | - | 0,0014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 E 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| 9M' 2013 IFRS (NON AUDITED) |
9M' 2012 IFRS (NON AUDITED) |
ND QUARTER 3 2013 IFRS (NON AUDITED) |
ND QUARTER 3 2012 IFRS (NON AUDITED) |
|
|---|---|---|---|---|
| Profit for the year Fair value of cash flow hedges (derivatives), net of tax |
(48,733,404) 1,163,070 |
(33,000,270) 140,586 |
(56,340) 251,243 |
(23,077,541) 189,397 |
| Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill |
(4,426,586) | (706,996) | 979,043 | (491,219) |
| Income recognized directly in equity | (3,263,516) | (566,409) | 1,230,285 | (301,822) |
| Total comprehensive income for the period Attributable to: |
(51,996,920) | (33,566,679) | 1,173,945 | (23,379,363) |
| non-controlling interests | 1,305,174 | 2,391,662 | 341,320 | (141,039) |
| owners of Martifer | (53,302,094) | (35,958,342) | 832,626 | (23,238,325) |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 SEPTEMBER 2013 AND 31 DECEMBER 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| 30 SEPTEMBER | 31 DECEMBER | ||
|---|---|---|---|
| Notes | 2013 IFRS | 2012 IFRS | |
| ASSETS | (NON AUDITED) | (AUDITED) | |
| Non-current assets | |||
| Goodwill | 15 | 13,556,395 | 18,947,967 |
| Intangible assets | 16 | 8,358,882 | 39,441,872 |
| Tangible assets | 17 | 224,878,948 | 273,367,524 |
| Investment property | 18 | 16,199,554 | 16,206,768 |
| Financial assets under the equity method | 19 | 5,413,323 | 15,680,011 |
| Available for sale investments | 20 | 674,297 | 2,310,267 |
| Other non-current receivables | 22 | 119,596,731 | 140,174,902 |
| Deferred tax assets | 12,167,164 | 13,343,738 | |
| 400,845,294 | 519,473,049 | ||
| Current assets | |||
| Inventories | 21 | 81,358,638 | 24,392,062 |
| Trade receivables | 22 | 156,047,324 | 150,357,128 |
| Other receivables | 22 | 47,501,234 | 62,272,521 |
| Income tax | 23 | 2,881,828 | 2,692,473 |
| Current tax assets | 23 | 19,617,902 | 18,337,239 |
| Other current assets | 24 | 131,271,646 | 125,718,650 |
| Cash and cash equivalents | 25 | 25,727,263 | 38,024,569 |
| Derivatives | 145,010 | - | |
| Assets held for sale | 26 | 32,249,046 | 35,107,509 |
| 496,799,891 | 456,902,151 | ||
| Total assets | 897,645,184 | 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 | (63,033,973) | (1,499,182) | |
| Profit for the year | (50,201,524) | (55,852,988) | |
| Equity attributable to owners of Martifer | 120,395,984 | 176,279,311 | |
| Non-controlling interests | 27 | 50,106,597 | 50,975,912 |
| Non-controlling interests attributable to Assets held for sale | 26 | 2,883,401 | - |
| Total equity | 173,385,982 | 227,255,223 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 28 | 124,445,476 | 164,900,867 |
| Obligation under finance leases | 11,514,630 | 12,169,176 | |
| Other non-current liabilities | 29 | 22,308,655 | 22,068,545 |
| Provisions | 30 | 16,898,640 | 12,520,693 |
| Deferred tax liabilities | 2,944,453 | 3,583,895 | |
| 178,111,854 | 215,243,176 | ||
| Current liabilities | |||
| Borrowings | 28 | 260,253,872 | 229,030,832 |
| Obligation under finance leases | 7,457,986 | 8,586,378 | |
| Trade payables | 29 | 136,082,206 | 165,013,219 |
| Other payables | 29 | 28,054,714 | 50,500,917 |
| Income tax | 31 | 4,646,293 | 3,623,443 |
| Current tax liabilities | 31 | 14,999,665 | 16,596,598 |
| Other current liabilities | 32 | 82,460,811 | 50,489,688 |
| Derivatives | 111,835 | 510,804 | |
| Liabilities related with Assets held for sale | 26 | 12,079,967 | 9,524,921 |
| 546,147,348 | 533,876,801 | ||
| Total liabilities | 724,259,202 | 749,119,977 | |
| Total equity and liabilities | 897,645,184 | 976,375,200 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012 (amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| ISSUED CAPITAL |
SHARE PREMIUM |
TREASURY STOCK |
CASH FLOW HEDGE DERIVATIVES RESERVES |
FOREIGN CURRENCY TRANSLATION RESERVES |
STOCK OPTIONS RESERVES |
OTHER RESERVES |
NET PROFIT OF THE YEAR |
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT |
NON CONTROLLING INTERESTS |
TOTAL EQUITY |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2012 | 50,000,000 | 186,500,000 | (2,415,629) | (289,986) | (19,563,611) | 198,979 | 70,091,004 | (48,587,256) | 235,933,501 | 31,783,623 | 267,717,124 |
| Appropriation of the profit of 2011 | - | - | - | - | - | - | (48,587,256) | 48,587,256 | - | - | - |
| Comprehensive income for the year: | |||||||||||
| Profit for the year | - | - | - | - | - | - | - | (35,376,803) | (35,376,803) | 2,376,533 | (33,000,270) |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (1,059,596) | - | - | - | (1,059,596) | 40,183 | (1,019,413) |
| Exchange differences arising on goodwill | - | - | - | - | 312,420 | - | - | - | 312,420 | - | 312,420 |
| Other changes in equity of subsidiaries | - | - | - | 165,637 | - | - | - | - | 165,637 | (25,050) | 140,586 |
| Total comprehensive income for the year | - | - | - | 165,637 | (747,176) | - | - | (35,376,803) | (35,958,342) | 2,391,662 | (33,566,680) |
| Acquisition of treasury stock | - | - | (451,029) | - | - | - | - | - | (451,029) | - | (451,029) |
| Share capital increase in subsidiaries | - | - | - | - | - | - | - | - | 32,400 | 32,400 | |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | 1,094,181 | - | 1,094,181 | 1,167,021 | 2,261,203 |
| Changes in the consolidation perimeter | - | - | - | - | - | - | 58,668 | - | 58,668 | 47,764 | 106,432 |
| Non-controlling interests transactions | - | - | - | - | - | (3,545,159) | - | (3,545,159) | 18,029,961 | 14,484,803 | |
| Balance at 30 September 2012 | 50,000,000 | 186,500,000 | (2,866,659) | (124,349) | (20,310,787) | 198,979 | 19,111,439 | (35,376,803) | 197,131,820 | 53,452,432 | 250,584,252 |
| Balance at 1 January 2013 | 50,000,000 | 186,500,000 | (2,868,519) | (902,433) | (18,903,670) | - | 18,306,920 | (55,852,988) | 176,279,311 | 50,975,912 | 227,255,223 |
| Appropriation of the profit of 2012 | - | - | - | - | - | - | (55,852,988) | 55,852,988 | - | - | - |
| Comprehensive income for the year: | |||||||||||
| Profit for the year | - | - | - | - | - | - | - | (50,201,524) | (50,201,524) | 1,468,120 | (48,733,404) |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (3,499,889) | - | - | - | (3,499,889) | (208,081) | (3,707,969) |
| Exchange differences arising on goodwill | - | - | - | - | (709,257) | - | - | - | (709,257) | (9,360) | (718,617) |
| Other changes in equity of subsidiaries | - | - | - | 1,108,576 | - | - | - | - | 1,108,576 | 54,494 | 1,163,070 |
| Total comprehensive income for the year | - | - | - | 1,108,576 | (4,209,146) | - | - | (50,201,524) | (53,302,094) | 1,305,174 | (51,996,920) |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | (193,839) | - | (193,839) | 39,465 | (154,374) |
| Changes in the consolidation perimeter | - | - | - | - | - | - | (13,196) | - | (13,196) | (75,672) | (88,868) |
| Non-controlling interests transactions | - | - | - | - | - | - | (2,374,197) | - | (2,374,197) | 745,119 | (1,629,078) |
| Balance at 30 September 2013 | 50,000,000 | 186,500,000 | (2,868,519) | 206.143 | (23,112,816) | - | (40,127,300) | (50,201,524) | 120,395,984 | 52,989,998 | 173,385,982 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012
(amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| 9M' 2013 IFRS (NON AUDITED) |
9M' 2012 IFRS (NON AUDITED) |
ND QUARTER 3 2013 IFRS (NON AUDITED) |
ND QUARTER 3 2012 IFRS (NON AUDITED) |
|
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Receipts from customers | 497,104,344 | 434,444,345 | 168,730,752 | 145,308,624 |
| Payments to suppliers | (438,349,496) | (351,347,654) | (161,285,996) | (98,164,402) |
| Payments to employees | (60,090,552) | (61,060,141) | (20,869,814) | (20,659,466) |
| Cash generated from operations | (1,335,704) | 22,036,550 | (13,425,057) | 26,484,756 |
| Income tax paid | (1,258,857) | (4,232,796) | (1,694,266) | (529,439) |
| Other receipts/(payments) relating to operating activities | 13,998,235 | (7,262,572) | 17,192,553 | (1,248,573) |
| Cash generated from other operating activities | 12,739,378 | (11,495,368) | 15,498,287 | (1,778,011) |
| Net cash generated by operating activities (1) | 11,403,675 | 10,541,183 | 2,073,230 | 24,706,745 |
| INVESTING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Financial assets | 7,711,349 | 2,698,813 | 1,091,829 | - |
| Tangible assets | 1,182,660 | 2,268,799 | - | 1,069,587 |
| Intangible assets | 196,992 | 676,477 | 62,565 | 52,770 |
| Investment grants | 122,763 | 1,283,652 | 122,763 | (53,000) |
| Interest and similar income | 2,345,948 | 3,016,203 | 697,542 | 1,141,078 |
| Others | 279,851 | 408,500 | 184,161 | - |
| 11,839,563 | 10,352,443 | 2,158,860 | 2,210,435 | |
| Payments arising from: | ||||
| Financial assets | (1,622,859) | (883,937) | - | - |
| Tangible assets | (8,844,632) | (18,028,990) | (1,722,420) | (6,641,719) |
| Intangible assets | (1,617,529) | (16,138,803) | - | (5,184,874) |
| Others | (504,765) | (5,000) | (317,867) | - |
| (12,589,785) | (35,056,730) | (2,040,287) | (11,826,593) | |
| Net cash generated by investing activities (2) | (750,222) | (24,704,287) | 118,573 | (9,616,158) |
| FINANCING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Borrowings | 546,709,782 | 399,199,333 | 260,956,474 | 101,493,425 |
| Grants and donations | - | 16,043 | - | - |
| Others | 1,945,501 | 829,718 | 563,257 | 221,889 |
| 548,655,283 | 400,045,094 | 261,519,731 | 101,715,314 | |
| Payments arising from: | ||||
| Borrowings | (544,107,745) | (405,030,587) | (259,104,582) | (112,990,361) |
| Leasings | (1,782,938) | (4,125,069) | (1,036,476) | (1,692,210) |
| Interest and similar costs | (19,374,964) | (16,360,503) | (11,638,140) | (1,377,632) |
| Acquisition of treasury stock | - | (451,029) | - | (1,569) |
| Others | (1,645,221) | (3,013,667) | (48,025) | (165,469) |
| (566,910,868) | (428,980,855) | (271,827,223) | (116,227,241) | |
| Net cash generated by financing activities (3) | (18,255,585) | (28,935,761) | (10,307,492) | (14,511,927) |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) | (7,602,132) | (43,098,866) | (8,115,689) | 578,660 |
| Changes in the consolidation perimeter and others | (3,879,971) | (4,303,169) | 50,000 | (40,472) |
| Effect of foreign exchange currencies | (815,203) | (350,757) | (388,676) | (314,232) |
| Cash and cash equivalents at the beginning of the period | 38,024,569 | 77,886,483 | 34,181,628 | 29,909,735 |
| Cash and cash equivalents at the end of the period | 25,727,263 | 30,133,691 | 25,727,263 | 30,133,691 |
06 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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 microgeneration. 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 September 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 September 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 September 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 September 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 | Bucareste | 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. | Tangier | 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 | Vienna | 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. | Bucareste | 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 Navais, S.A. |
Aveiro | Navalria | - | 100.00% | 100.00% |
| Gebox, S.A. | Ílhavo | Gebox | - | 100.00% | 100.00% |
| 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% |
| Global Holding Limited | Zebbug | Global Holding Limited | - | 100.00% | 100.00% |
| Global Engineering & Construction Limited | Zebbug | Global Engineering | - | 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% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Solar Parks Construccion Parques Solares ETVE, S.A. |
Madrid | Solar Parks | - | 55.00% | 55.00% |
| 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, Chile | Martifer Solar Chile | - | 55.00% | 55.00% |
| Martifer Solar Chile Operaciones Limitada | Santiago, 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 Servicios Mexico | Mexico City | Martifer Solar Servicios Mexico | - | 55.00% | 55.00% |
| 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) | - | 54.07% | 54.07% |
| 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) | - | 39.13% | 39.13% |
| Martifer Solar Angola | Luanda | Martifer Solar Angola 1) | - | 41.25% | 41.25% |
| Martifer Solar N.V. | Deerlijk | Martifer Solar Bélgica | - | 55.00% | 55.00% |
| Martifer Solar UK Limited | London | Martifer Solar UK | - | 55.00% | 55.00% |
| Martifer Solar S.A.S. | Lyon | Martifer Solar França | - | 55.00% | 55.00% |
| Martifer Solar CZ | Prague | 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 | Munich | 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. | Amsterdam | Martifer Solar Holanda | - | 55.00% | 55.00% |
| Martifer Solar Canadá, Ltd. | Toronto | Martifer Solar Canadá | - | 55.00% | 55.00% |
| MTS6 S.R.L. | Syracuse | MTS6 | - | 55.00% | 55.00% |
| Martifer Solar SK s.r.o. | Dolny Kubin | Martifer Solar Eslováquia | - | 55.00% | 55.00% |
| Ginosa Solar Farm, S.R.L. | Roma | Ginosa Solar Farm | - | 55.00% | 55.00% |
| Solar Spritehood S.R.L | Roma | Solar Spritehood | - | 55.00% | 55.00% |
| MTS7, S.R.L. | Roma | 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% |
| 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% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Martifer Solar, Ltda | Pindamonhangaba | Martifer Solar Brasil | - | 54.45% | 54.45% |
| LRCC – La Rad Campo Charro – Energias | São Martinho do | LRCC | - | 55.00% | 55.00% |
| Renováveis, Lda. Visiontera Unipessoal, Lda |
Porto Oliveira de Frades |
Visiontera | - | 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. Eurocab FV 14 S.L. |
Madrid Madrid |
Eurocab 13 Eurocab 14 |
- - |
100.00% 100.00% |
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 | Vienna | 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. | Amsterdam | 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 | Amsterdam | 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% |
| Eólica Cajueiro da Praia, Ltda . | Fortaleza | Cajueiro | - | 55.00% | 55.00% |
| Eólica Coqueirais, Ltda. | Fortaleza | Coqueirais | - | 55.00% | 55.00% |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. |
Fortaleza | SBER 1) | - | 41.25% | 41.25% |
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | |
| 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 Ventos3) | - | 55.00% | 55.00% | |
| Eólica Macaúbas, Ltda. | Fortaleza | Macaúbas | - | 54.99% | 54.99% | |
| Eólica Sobradinho, Ltda. | Fortaleza | Sobradinho | - | 54.99% | 54.99% | |
| Martifer Renewables O&M Sp. z o.o. | Gliwice | Martifer Renewables O&M | - | 52.00% | 52.00% | |
| 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 SHARED CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| 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% |
| Nutre Brasil LTDA | S. Luís do Maranhão |
Prio Foods Brasil | - | 49.00% | 49.00% |
| Prio Extractive S.R.L. | Bucharest | Prio Extractive | - | 22.05% | 22.05% |
| Prio Agro Industries. Sp. Z o.o. | Gliwice | Prio Polónia | - | 49.00% | 49.00% |
| PERCENTAGE OF SHARED CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| 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 | Lisboa | Prio Foods ACE | - | 24.50% | 24.50% |
| Nutre Farming B.V. | Amsterdam | Nutre Farming | - | 49.00% | 49.00% |
| Bunge Prio Cooperativa U.A. | Amsterdam | Bunge Prio Cooperative | - | 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 | Amsterdam | 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 2) | 10.00% | - | 10.00% |
| Prio Biocombustíveis. S.A. | Oliveira de Frades | Prio Biocombustíveis 2) | - | 10.00% | 10.00% |
| Prio Energy. S.A. | Oliveira de Frades | Prio Energy 2) | - | 10.00% | 10.00% |
| Mondefin | Coimbra | Mondefin 2) | - | 10.00% | 10.00% |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades | Prio Tanques 2) | - | 10.00% | 10.00% |
| Prio.E-Electric, S.A. | Oliveira de Frades | Prio.E-Electric 2) | - | 10.00% | 10.00% |
| Prio.E-Mobility Solutions, Lda | Oliveira de Frades | Park Charge 2) | - | 10.00% | 10.00% |
| Prio. E – SGPS, S.A. | Oliveira de Frades | Prio E SGPS 2) | - | 10.00% | 10.00% |
| Share Motivation, Lda. | Oliveira de Frades | Share Motivation 2) | - | 10.00% | 10.00% |
| 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% |
| 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.
2) The consolidation of this company through the equity method results from the Group having significant influence due to a shareholder agreement.
During the 9 month period ended 30 September of 2013 and during 2012 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
In the 9 month period ended 30 September 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) Martifer Renewables O&M Sp. z o.o (Martifer Renewables O&M) Visiontera Unipessoal, Lda (Visiontera)
Martifer Solar Servicios Mexico Global Holding Limited Global Engineering & Construction Limited
In 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 Cooperative U.A. (Bunge Prio Cooperative) 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:
In the 9 month period ended 30 September of 2013:
Fertilis Agro-Indústrias, Lda (Fertilis)
In 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 / dissolved companies:
In the 9 month period ended 30 September of 2013:
Martifer Renewables Bippen GmbH (Eviva Bippen) Eviva Mepe (Eviva Grécia) Energia Wiatrowa Sp. Zo.o ( Energia Wiatrowa) Macquarie Capital Wind Fund Pty LTD (Macquarie)
In 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:
In the 9 month period ended 30 September 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 maintains 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:
In the 9 month period ended 30 September 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%.
Prio Energy SGPS - decrease in financial participation by Martifer SGPS, S.A. from 49% to 10%.
In 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% to100%.
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 three business areas: 'Metallic Construction', 'Solar' and 'RE Developer' 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 'RE Developer' segment includes 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 September 2013 and 2012, the breakdown of sales and services rendered by primary segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | TOTAL | ||||
|---|---|---|---|---|---|---|
| 9M'13 EURO |
9M'12 EURO |
9M'13 EURO |
9M'12 EURO |
9M'13 EURO |
9M'12 EURO |
|
| Metallic Construction | 191,912,019 | 172,756,933 | 31,515,569 | 55,100,534 | 223,427,588 | 227,857,467 |
| Solar | 209,833,159 | 154,564,165 | 61,053,835 | 34,590,926 | 270,886,994 | 189,155,091 |
| RE Developer | 13,850,987 | 11,682,849 | 1,601,569 | 558,168 | 15,452,556 | 12,241,017 |
| Others | 863,093 | 1,529,453 | 2,731,480 | 4,386,806 | 3,594,573 | 5,916,259 |
| 416,459,259 | 340,533,400 | 96,902,453 | 94,636,434 | 513,361,712 | 435,169,834 | |
| Intersegment eliminations | (94,120,968) | (91,058,495) | ||||
| Own work capitalized (Note 5) | (2,781,485) | (3,577,939) | ||||
| 416,459,259 | 340,533,400 |
Sales and services rendered by geographical segments are as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Iberian Peninsula | ||
| Metallic Construction | 75,973,576 | 50,981,130 |
| Solar | 37,944,926 | 59,038,179 |
| RE Developer | 4,373,370 | 4,910,723 |
| Others | 738,668 | 1,370,712 |
| European Union (other) | ||
| Metallic Construction | 37,292,849 | 52,684,800 |
| Solar | 86,581,952 | 66,662,487 |
| RE Developer | 4,947,951 | 942,643 |
| Others | 44,898 | 158,741 |
| Other markets | ||
| Metallic Construction | 78,645,594 | 69,091,004 |
| Solar | 85,385,808 | 28,863,499 |
| RE Developer | 4,529,666 | 5,829,482 |
| 416,459,259 | 340,533,400 |
At 30 September 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 | PROFIT AFTER TAX | |||||
|---|---|---|---|---|---|---|
| 9M'13 EURO |
9M'12 EURO |
9M'13 EURO |
9M'12 EURO |
9M'13 EURO |
9M'12 EURO |
|
| Metallic Construction | (13,846,976) | (6,300,425) | (27,354,749) | (19,530,297) | (43,563,849) | (29,896,327) |
| Solar | 12,004,048 | 12,290,152 | 8,362,360 | 11,013,709 | 184,128 | 4,793,296 |
| RE Developer | 21,335,766 | 6,825,872 | 4,316,395 | 2,088,248 | 2,247,923 | 591,069 |
| Others | 146,228 | 1,800,839 | (1,237,366) | 366,745 | (7,601,606) | (8,488,308) |
| 19,639,066 | 14,616,438 | (15,913,360) | (6,061,595) | (48,733,404) | (33,000,270) |
During this period, the Group has reviewed the presentation in consolidated income statement of the gains/losses from the sale of subsidiary companies, resulting in the reclassification of those amounts from financial results to operating results (see Note 5).
The Group's net assets and liabilities by operating segments at 30 September 2013 and 31 December 2012 are as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
| Metallic Construction | 346,741,022 | 382,567,279 | 313,478,556 | 322,965,218 |
| Solar | 315,401,179 | 288,991,897 | 234,001,756 | 208,354,852 |
| RE Developer | 184,609,170 | 224,126,986 | 56,764,494 | 94,798,380 |
| Holding and MIGs | 542,680,337 | 550,627,281 | 167,275,318 | 168,533,767 |
| Intra-group eliminations | (491,786,522) | (469,938,243) | (47,260,921) | (45,532,240) |
| 897,645,185 | 976,375,200 | 724,259,202 | 749,119,977 |
The amount of assets and liabilities at 30 September 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 September 2013 and 2012, are as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | ||||
|---|---|---|---|---|---|
| 30 SEPTEMBER 2013 |
30 SEPTEMBER 2012 |
9M'13 EURO |
9M'12 EURO |
||
| Metallic Construction | 4,568,007 | 5,857,745 | 5,369,165 | 6,214,972 | |
| Solar | 3,747,555 | 21,769,825 | 2,277,473 | 2,038,817 | |
| RE Developer | 1,881,150 | 798,217 | 3,852,544 | 3,836,916 | |
| Others | 62,394 | 438,820 | 1,383,595 | 1,434,095 | |
| 10,259,106 | 28,864,607 | 12,882,777 | 13,524,800 |
4. SALES AND SERVICES RENDERED
At 30 September 2013 and 2012, the breakdown of sales and services rendered is as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Revenue from the sale of merchandise | 101,704,438 | 61,886,601 |
| Revenue from the sale of goods | 108,592,237 | 79,440,131 |
| Services rendered | 206,162,584 | 199,206,667 |
| 416,459,259 | 340,533,400 |
5. OTHER OPERATIONAL GAINS
At 30 September 2013 and 2012 the breakdown of the caption 'Other operational gains' is as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Change in production | 18,234,147 | (612,345) |
| Own work capitalized | 2,781,485 | 3,577,939 |
| Capital Gains in non-financial assets | 12,689,254 | 299,246 |
| Foreign exchange gains | 6,590,692 | - |
| Other operational gains | 7,528,920 | 16,986,435 |
| 47,824,498 | 20,251,275 |
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 nine month periods ended 30 September 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'.
In the 9 month period ended 30 September of 2012, the caption "Other operational gains' included the effect of the capitalization of development costs of wind farms in the 'RE Developer' segment, which are already finished.
During this period, the Group has reviewed the presentation in consolidated income statement of the gains/losses from the sale of subsidiary companies, resulting in the reclassification of that amounts from financial results to operating results. The rational is that financial results must include only the amounts related with financing costs of the Group or arising from the treasury management and loans.
Thus, at 30 September 2013, the Capital Gains / (Losses) in non-financial assets includes the financial gain from 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, which is being developed by Energia Wiatrowa.
6. COST OF GOODS SOLD AND SUBCONTRACTORS
At 30 September 2013 and 2012 the cost of goods sold and subcontractors is as follows:
| 30 SEPTEMBER 2012 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 7,959,678 | 14,706,812 | 22,666,490 |
| Purchases | 26,381,427 | 128,463,783 | 154,845,210 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | 780,274 | 907,389 | 1,687,663 |
| Closing balance | 6,098,747 | 13,489,634 | 19,588,381 |
| Cost of goods sold | 29,022,632 | 130,588,350 | 159,610,982 |
| Subcontractors | 58,971,038 | ||
| 218,582,020 |
| 30 SEPTEMBER 2013 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 6,557,447 | 10,825,365 | 17,382,812 |
| Purchases | 59,802,263 | 98,952,987 | 158,755,250 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | 4,083,183 | 54,095 | 4,137,278 |
| Reclassification to fixed assets (Notes 16 and 17) | 6,416,400 | - | 6,416,400 |
| Closing balance | 12,540,306 | 13,435,754 | 25,976,060 |
| Cost of goods sold | 64,318,987 | 96,396,693 | 160,715,680 |
| Subcontractors | 111,123,713 | ||
| 271,839,393 |
7. EXTERNAL SUPPLIES AND SERVICES
At 30 September 2013 and 2012 the external supplies and services are as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Transportation of goods | 13,877,959 | 6,784,421 |
| Specialized Works | 25,767,774 | 14,232,870 |
| Leases and rents | 13,362,965 | 11,332,620 |
| Service Fees | 10,874,395 | 504,128 |
| Travelling expenses | 4,797,306 | 4,642,325 |
| Electricity and Fuel | 3,119,588 | 3,233,901 |
| Insurance | 2,602,667 | 2,715,736 |
| Maintenance and repairs | 1,267,985 | 1,084,915 |
| Communications | 1,271,517 | 1,353,898 |
| Security | 1,202,870 | 997,538 |
| Legal and notarial fees | 919,076 | 1,155,636 |
| Commissions | 604,629 | 1,043,551 |
| Advertising | 748,549 | 1,100,165 |
| Cleaning, health and safety | 509,609 | 536,280 |
| Tools and devices | 463,198 | 1,005,275 |
| Other | 2,755,956 | 2,955,242 |
| 84,146,042 | 54,678,500 |
8. STAFF COSTS
At 30 September 2013 and 2012, staff costs are as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Salaries | 47,428,099 | 48,750,676 |
| Social contributions | 13,866,620 | 14,649,202 |
| 61,294,719 | 63,399,878 |
The caption 'social contributions' includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation.
9. OTHER OPERATIONAL LOSSES
At 30 September 2013 and 2012, the caption 'Other operational losses' is as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Taxes | 4,557,816 | 1,530,405 |
| Trade debtors and other assets impairments | 8,817,294 | 5,926,515 |
| Capital Losses in non-financial assets | 611,873 | 14,083 |
| Foreign exchange losses | 6,870,471 | - |
| Other operational losses | 6,507,083 | 2,036,836 |
| Total | 27,364,537 | 9,507,839 |
10. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the nine month periods ended 30 September of 2013 and 2012 were as follows:
| 9M'13 EURO |
9M'12 EURO |
|---|---|
| Impairment losses | |
| Goodwill (Note 15) 4,658,577 |
- |
| In intangible assets (Note 16) 684,890 |
- |
| In tangible assets (Note 17) 13,135,342 |
1,150,786 |
| 18,478,809 | 1,150,786 |
| Provisions (Note 30) | |
| Arising from the use of the equity method 685,803 |
784,794 |
| Quality guarantees 31,535 |
233,335 |
| Legal claims in progress 1,197,016 |
- |
| Others 2,276,486 |
4,984,319 |
| 4,190,840 | 6,002,447 |
11. NET FINANCIAL RESULTS
The net financial results for the years ended at 30 September 2013 and 2012 can be analysed as follows:
| FINANCIAL INCOME | 9M'13 EURO |
9M'12 EURO |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 3,465,850 | 4,264,391 |
| Financial assets available for sale | ||
| - Dividend income | 27,341 | 203 |
| - Gains on the sale of financial assets | 17,383,756 | 497,276 |
| Other financial income related to other financial assets | ||
| - Foreign exchange gains | 4,036,839 | 9,587,025 |
| - Other financial income | 972,792 | 331,528 |
| 25,886,578 | 14,680,423 | |
| FINANCIAL EXPENSES | 9M'13 EURO |
9M'12 EURO |
|---|---|---|
| Loans and accounts payable | ||
| - Interest expenses in bank loans and in finance leases | 23,825,524 | 18,290,439 |
| - Of which included in the acquisition cost of assets in progress | (49,982) | (4,361) |
| Available for sale financial assets | ||
| - Losses on the sale of financial assets | 268,305 | 276,074 |
| Other financial income related to other financial liabilities | ||
| - Foreign exchange losses | 6,656,088 | 12,191,097 |
| - Other financial expenses | 8,766,585 | 7,213,787 |
| 39,466,520 | 37,967,037 |
The caption 'gains on the sale of financial assets' is related with the sale of part of the participation in PRIO, ENERGY SGPS, S.A. to a fund represented by management company OXY CAPITAL – SOCIEDADE DE CAPITAL DE RISCO, S.A., decreasing the Group participation from 49% to 10%. This operation was approved by the Competition Authority in September 2013.
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 September 2013 and 2012, the gains and losses on associate companies and joint-ventures are as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Grupo Nutre | (18,559,356) | (3,543,625) |
| Grupo Prio Energy | 1,542,456 | 1,845,278 |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S,A, | 556,993 | 544,927 |
| SPEE 3 – Parque Eólico do Baião, S,A, | 178,979 | 131,326 |
| Canaverosa Renovables, SL | 78,226 | 122,879 |
| Parque Eólico da Penha da Gardunha, Lda, | - | (27,791) |
| Promoquatro – Investimentos Imobiliários, Lda, | (47,240) | (761,811) |
| Macquarie | - | 1,437,405 |
| MS Participações Societárias | - | (608,195) |
| Liskin Green Park | (214,380) | (135,043) |
| Martifer Amal | (102,329) | - |
| Parque Solar Seseña 1 | 134,823 | 64,784 |
| M City Bialystok Sp, Zo.o | - | -145,273 |
| M City Radom Sp, Zo.o | - | -106,314 |
| Other | 118 | 53,523 |
| (16,431,710) | (1,127,931) |
13. INCOME TAX
The reconciliation between current tax and income tax of the period is summarized as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Current tax | 2,092,351 | 3,633,272 |
| Deferred tax - generated by temporary differences | 107,223 | (657,189) |
| Deferred tax - reversal of temporary differences | 1,256,237 | 670,788 |
| Effect of changes in the income tax rate | (19,930) | (31,065) |
| Deferred tax - tax losses recognition | (590,260) | (930,058) |
| Adjustments to the previous years | (27,531) | (45,841) |
| Other | (9,697) | - |
| Deferred tax | 716,042 | (993,365) |
| Income tax | 2,808,393 | 2,639,907 |
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 September 2013, was Euro 0.62, 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 September 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 September 2013 and 2012, the basic and diluted earnings per share can be summarised as follows:
| 9M'13 EURO |
9M'12 EURO |
|
|---|---|---|
| Profit for the year (I) | (50,201,524) | (35,376,803) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 97,891,071 |
| Basic and diluted earnings per share (I) / (II) | (0.5134) | (0.3614) |
| from continuing operations | (0.5134) | (0.3626) |
| from Assets as held for sale | - | 0.0012 |
15. GOODWILL
At 30 September 2013 and 31 December 2012, the movement occurred in the caption 'Goodwill' is as follows:
| 30 SEPTEMBER 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 | (718,617) | 172,355 |
| Write-off of goodwill fully impaired | - | (790,190) |
| Closing balance | 18,214,972 | 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 | 18,947,968 | 18,136,269 |
| Carrying amount at the end of the period | 13,556,395 | 18,947,968 |
At 30 September 2013 and 31 December 2012, the breakdown of 'Goodwill' is as follow:
| 30 SEPTEMBER 2013 | 31 DECEMBER 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 | 367,396 | - | 367,396 | 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 | 18,214,972 | (4,658,577) | 13,556,395 | 18,947,967 |
During the period it was recognized the impairment loss of the full amount of goodwill in Sassall Aluminium.
16. INTANGIBLE ASSETS
This caption is analysed as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Gross amount, reduced by impairment losses: | ||
| Software and other rights | 18,685,406 | 26,145,255 |
| Intangible assets in progress | 872,720 | 24,119,844 |
| Advances for the acquisition of intangible assets | 1,465,557 | 99,623 |
| 21,023,683 | 50,364,722 | |
| Accumulated depreciation: | ||
| Software and other rights | 12,664,801 | 10,922,850 |
| Intangible assets in progress | - | - |
| Advances for the acquisition of intangible assets | - | - |
| 12,664,801 | 10,922,850 | |
| Carrying amount | 8,358,882 | 39,441,872 |
At 30 September 2013 and 2012, the gross amount of 'Intangible assets', reduced by impairment losses, can be analysed as follows:
| 30 SEPTEMBER 2012 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance 1 January 2012 | 30,057,374 | 17,841,233 | 687,015 | 48,585,622 |
| Additions | 2,812,472 | 13,326,331 | - | 16,138,803 |
| Sales, disposals and write-offs | - | - | (676,477) | (676,477) |
| Effect of foreign currency exchange differences | 131,233 | 7,840 | 477 | 139,550 |
| Changes in the consolidation perimeter | (153,167) | (5,775,700) | - | (5,928,867) |
| Transfers and other movements | (135,126) | (285,857) | - | (420,983) |
| Closing balance 30 September 2012 | 32,712,786 | 25,113,847 | 11,015 | 57,837,648 |
| 30 SEPTEMBER 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 | 1,251,335 | 164,681 | - | 1,416,016 |
| Sales, disposals and write-offs | (6,433) | - | - | (6,433) |
| Effect of foreign currency exchange differences | (341,165) | (43,032) | (2,294) | (386,491) |
| Changes in the consolidation perimeter | 671,186 | (57,982) | - | 613,204 |
| Impairment losses | (684,890) | - | - | (684,890) |
| Reclassification to inventories (Note 21) | (4,544,300) | (23,709,449) | - | (28,253,749) |
| Transfers and other movements | (2,340,024) | 398,658 | (97,329) | (2,038,695) |
| Closing balance 30 September 2013 | 20,150,964 | 872,720 | - | 21,023,684 |
At 30 September 2013 and 2012, the accumulated amortization and impairment losses of 'Intangible assets' can be analysed as follows:
| 30 SEPTEMBER 2012 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance 1 January 2012 | 8,584,677 | - | - | 8,584,677 |
| Additions | 1,758,051 | - | - | 1,758,051 |
| Effect of foreign currency exchange differences | (3,005) | - | - | (3,005) |
| Changes in the consolidation perimeter | 2,456 | - | - | 2,456 |
| Transfers and other movements | (9,584) | - | - | (9,584) |
| Closing balance 30 September 2012 | 10,332,595 | - | - | 10,332,595 |
| 30 SEPTEMBER 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 | 1,770,208 | - | - | 1,770,208 |
| Sales, disposals and write-offs | (6,433) | - | - | (6,433) |
| Effect of foreign currency exchange differences | (9,002) | - | - | (9,002) |
| Changes in the consolidation perimeter | 459 | - | - | 459 |
| Transfers and other movements | (13,280) | - | - | (13,280) |
| Closing balance 30 September 2013 | 12,664,802 | - | - | 12,664,802 |
| Carrying Amount: | ||||
| 30 September 2012 | 22,380,191 | 25,113,847 | 11,015 | 47,505,053 |
| 30 September 2013 | 7,486,162 | 872,720 | - | 8,358,882 |
17. TANGIBLE ASSETS
This caption is analysed as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Gross amount, reduced by impairment losses: | ||
| Land and buildings | 84,789,566 | 91,325,592 |
| Equipment | 88,075,393 | 105,292,662 |
| Tangible assets in progress | 71,081,846 | 97,542,316 |
| Other tangible assets | 65,033,561 | 62,614,240 |
| 308,980,366 | 356,774,810 | |
| Accumulated depreciation: | ||
| Land and buildings | 18,542,731 | 17,935,741 |
| Equipment | 50,609,158 | 52,821,114 |
| Other tangible assets | 14,949,529 | 12,650,431 |
| 84,101,418 | 83,407,286 | |
| Carrying amount | 224,878,948 | 273,367,524 |
At 30 September 2013 and 2012, the gross amount of land and buildings, equipment, tangible assets in progress and other fixed assets can be analysed as follows:
| 30 SEPTEMBER 2012 | LAND AND BUILDINGS |
EQUIPMENT | 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 | (136,348) | - | (5,491,549) | - | (5,627,898) |
| Additions | 1,088,025 | 2,091,906 | 13,809,017 | 187,114 | 17,176,062 |
| Sales, disposals and write-offs | (891,498) | (1,366,297) | (151) | (10,853) | (2,268,799) |
| Effect of foreign currency exchange differences | 229,414 | (1,970,391) | (2,462,925) | (224,579) | (4,428,481) |
| Changes in the consolidation perimeter | (43,298) | 1,039,688 | (4,518,433) | (246,435) | (3,768,478) |
| Transfers and other movements | 6,404,686 | 896,885 | (6,561,222) | (85,362) | 654,987 |
| Closing balance 30 September 2012 | 102,663,868 | 109,949,929 | 86,655,651 | 62,539,002 | 361,808,449 |
| 30 SEPTEMBER 2013 | LAND AND BUILDINGS |
EQUIPMENT | 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 | (4.350.361) | (17.209.159) | (45.879) | (2.037.678) | (23.643.078) |
| Additions | 246.945 | 1.337.422 | 5.845.056 | 1.413.667 | 8.843.090 |
| Sales, disposals and write-offs | (85.901) | (3.183.497) | (94.064) | (233.422) | (3.596.884) |
| Effect of foreign currency exchange differences | (2.390.423) | (2.904.758) | (1.298.699) | (313.088) | (6.906.968) |
| Changes in the consolidation perimeter | - | - | 489 | - | 489 |
| Impairment losses | - | (25.000) | (8.610.342) | (4.500.000) | (13.135.342) |
| Reclassification to inventories (note 21) | - | - | (8.786.674) | - | (8.786.674) |
| Transfers and other movements | 43.714 | 4.767.724 | (13.470.359) | 8.089.843 | (569.078) |
| Closing balance 30 September 2013 | 84.789.566 | 88.075.393 | 71.081.845 | 65.033.562 | 308.980.366 |
During first nine months of 2013, it was recognized 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 September 2013 and 2012, the accumulated depreciation and impairment losses of land and buildings, equipment, tangible assets in progress and other fixed assets can be analysed as follows:
| 30 SEPTEMBER 2012 | LAND AND BUILDINGS |
EQUIPMENT | 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 | 2,661,568 | 6,526,417 | - | 2,578,764 | 11,766,749 |
| Sales, disposals and write-offs | (252,812) | (1,099,888) | - | (10,250) | (1,362,950) |
| Effect of foreign currency exchange differences | 101,623 | (101,862) | - | (8,728) | (8,967) |
| Changes in the consolidation perimeter | (241,409) | (230,496) | - | (594) | (472,499) |
| Transfers and other movements | 27,227 | (5,860) | - | 6,056 | 27,423 |
| Closing balance 30 September 2012 | 18,122,599 | 54,895,291 | - | 11,917,954 | 84,935,844 |
| LAND AND BUILDINGS |
EQUIPMENT | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| 17,935,741 | 52,821,114 | - | 12,650,431 | 83,407,286 |
| (1,603,334) | (4,847,736) | - | (230,677) | (6,681,747) |
| 2,369,968 | 6,094,999 | - | 2,648,602 | 11,112,569 |
| (21,496) | (2,604,810) | - | (70,750) | (2,697,056) |
| (183,874) | (925,670) | - | (50,693) | (1,160,237) |
| 14,987 | (3,241) | - | 2,616 | 14,362 |
| 30,739 | 75,502 | - | - | 106,241 |
| 18,542,731 | 50,609,158 | - | 14,949,529 | 84,101,418 |
| 84,541,269 | 55,054,638 | 86,655,651 | 50,621,048 | 276,872,605 |
| 66,246,835 | 37,466,236 | 71,081,845 | 50,084,032 | 224,878,948 |
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 September 2013 and 31 December 2012, the movement occurred in the caption 'Investment properties' is as follows:
| 30 SEPTEMBER 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 | (7,214) | 363,302 |
| Reclassification to Assets held for sale | - | (4,966,297) |
| 16,199,554 | 16,206,768 |
19. FINANCIAL ASSETS UNDER THE EQUITY METHOD
At 30 September 2013 and 31 December 2012, financial assets under the equity method are as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Prio Energy | 2,683,491 | 11,187,119 |
| SPEE 3 - Parque eólico de Baião, SA | 509,079 | 496,032 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 1,310,464 | 1,082,739 |
| Macquarie | - | 2,043,840 |
| Promoquatro - Investimentos Imobiliários, Lda | 138,996 | 186,236 |
| Martifer Amal, S,A, | 318,949 | 445,944 |
| Canaverosa | 197,270 | 119,044 |
| Parque Sesena 1 | 251,440 | 115,380 |
| Other | 3,635 | 3,678 |
| 5,413,323 | 15,680,011 |
At 30 September 2013 and 31 December 2012, the movement occurred in this caption is as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Opening balance | 15,680,011 | 14,867,827 |
| Acquisitions | - | 445,944 |
| Application of the equity method | 1,974,629 | 2,425,428 |
| Sales/ Dissolutions | (12,250,534) | (1,445,591) |
| Changes resulting from the loss of control in subsidiaries | ||
| MS Participações | - | (718,373) |
| Effect of foreign currency exchange differences | - | - |
| Other changes | 9,217 | 104,777 |
| 5,413,323 | 15,680,011 |
At 30 September 2013 the value of disposals refers essentially to the sale of part of social participation in PRIO ENERGY, SGPS, S.A. (see Note 11).
20. AVAILABLE FOR SALE INVESTMENTS
At 30 September 2013 and 31 December 2012, available for sale investments are as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Non-current financial investment | 39,529 | 1,663,963 |
| Others | 634,768 | 646,304 |
| 674,297 | 2,310,267 |
At 30 September 2013 and 31 December 2012, the movement occurred in the caption 'Available for sale investments' is as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Opening balance | 2,310,267 | 2,179,021 |
| Additions | - | 138,993 |
| Reductions | (17,345) | (16,478) |
| Reclassification to assets held for sale | (1,607,994) | - |
| Other | (10,630) | 8,731 |
| 674,297 | 2,310,267 |
21. INVENTORIES
At 30 September 2013 and 31 December 2012, inventories are as follows:
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Raw-materials, subsidiaries and other consumables | 13,311,537 | 10,701,150 |
| Work in progress | 51,606,038 | 5,299,576 |
| Merchandise | 12,540,306 | 6,557,447 |
| Finished goods | 3,900,756 | 1,833,889 |
| 81,358,637 | 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 ongoing 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. TRADE AND OTHER RECEIVABLES
The detail of the caption 'trade and other receivables', for the periods ended at 30 September 2013 and 31 December 2012 is as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 31,254,896 | 31,505,073 | 157,511,486 | 146,320,356 |
| Notes receivables | - | - | 2,260,219 | 3,930,470 |
| Doubtful trade receivables | - | - | 19,115,837 | 18,468,425 |
| 31,254,896 | 31,505,073 | 178,887,542 | 168,719,251 | |
| Other receivables: | ||||
| Related companies | 80,582,451 | 100,321,045 | 14,055,037 | 15,764,687 |
| Advances to suppliers | 2,742 | 4,847 | 11,441,500 | 11,284,325 |
| Others | 7,873,697 | 8,465,440 | 29,908,564 | 43,002,651 |
| 88,458,890 | 108,791,332 | 55,405,101 | 70,051,663 | |
| 119,713,786 | 140,296,405 | 234,292,642 | 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 September 2013 and 31 December 2012, impairment losses in accounts receivables are as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 22,840,217 | 18,362,123 |
| Other receivables | 117,055 | 121,503 | 7,903,868 | 7,779,142 |
| 117,055 | 121,503 | 30,744,085 | 26,141,265 | |
| Carrying amount – trade receivables | 31,254,896 | 31,505,073 | 156,047,325 | 150,357,128 |
| Carrying amount - other receivables | 88,341,835 | 108,669,829 | 47,501,233 | 62,272,521 |
| Total | 119,596,731 | 140,174,902 | 203,548,557 | 212,629,650 |
23. INCOME TAX AND CURRENT TAX ASSETS
At 30 September 2013 and 31 December 2012, current tax assets are as follows:
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Income tax | 2,881,828 | 2,692,473 |
| Value added tax | 15,357,982 | 15,379,705 |
| Tax in other countries | 539,763 | 1,464,331 |
| Other taxes | 3,720,157 | 1,493,203 |
| Current tax assets | 19,617,902 | 18,337,239 |
24. OTHER CURRENT ASSETS
At 30 September 2013 and 31 December 2012, the breakdown of the caption 'Other current assets' is as follows:
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Accrued income: | ||
| Construction contracts | ||
| Cost | 131,026,100 | 123,070,681 |
| Impairment losses | (7,127,929) | (5,477,871) |
| Carrying amount | 123,898,171 | 117,592,810 |
| Interest to be received | 1,166,293 | 46,391 |
| Other accrued income | 2,793,112 | 3,427,374 |
| 127,857,576 | 121,066,575 | |
| Prepayments: | ||
| Insurances | 809,976 | 1,505,437 |
| Financial expenses | 633,045 | 727,703 |
| Rents | 560,525 | 892,716 |
| Other prepayments | 1,102,347 | 905,635 |
| 3,105,893 | 4,031,492 | |
| Other (current) financial assets | 308,178 | 620,583 |
| 131,271,647 | 125,718,650 |
25. CASH AND CASH EQUIVALENTS
The 'Cash and cash equivalents' caption can be analysed as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Cash and cash equivalents: | ||
| Bank deposits | 25,550,401 | 37,585,387 |
| Cash | 176,862 | 439,182 |
| 25,727,263 | 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 September 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 September 2013 is as follows:
| 30 SEPTEMBER 2013 | |
|---|---|
| Tangible Assets | 22,992,660 |
| Investment properties | 4,911,257 |
| Available for sale investments | 1,421,594 |
| Trade receivables | 657,261 |
| Other receivables | 1,099,983 |
| Current tax assets | 3,279 |
| Other current assets | 253,231 |
| Cash and cash equivalents | 909,780 |
| Derivatives | |
| Total assets held for sale | 32,249,046 |
| Non-controlling interests attributable to Assets held for sale | 2,883,401 |
| Non-current liabilities | - |
| Borrowings | 11,834,388 |
| Trade payables | 888 |
| Other payables | 197,486 |
| Current tax liabilities | 28,220 |
| Other current liabilities | 18,984 |
| Derivatives | |
| Liabilities related to Assets held for sale | 12,079,967 |
| Assets net of liabilities and Non-controlling interests related to Assets held for sale | 17,285,678 |
27. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA share capital, fully subscribed and paid at 30 September 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 first nine months of 2013 and 2012, no movements occurred in the number of shares of the Group.
During first nine months 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 September 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 SEPTEMBER 2013 | 30 SEPTEMBER 2012 | |
|---|---|---|
| Opening balance | 50,975,912 | 31,783,623 |
| Net profit of the year | 1,468,120 | 2,376,530 |
| Other changes in equity of subsidiaries | (123,481) | 1,167,021 |
| Increase in the share capital of subsidiaries | - | 32,400 |
| Changes in the consolidation perimeter | (75,672) | 47,764 |
| Transactions with non-controlling interests | 745,119 | 18,029,961 |
| Others | - | 15,132 |
| Reclassification to attributable to Assets held for sale | (2,883,401) | - |
| 50,106,597 | 53,452,432 | |
The most significant value is related with non controlling interests of Martifer Solar, S.A., amounted in to Euro 34.2 million.
28. BORROWINGS
At 30 September 2013 and 31 December 2012, borrowings can be analysed as follows:
| 31 DECEMBER 2012 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 81,687,445 | 70,074,451 | 36,686,840 | 19,565,015 | 208,013,751 |
| Bank overdrafts | 15,460,101 | 1,850,466 | - | - | 17,310,567 |
| Authorized overdrafts | 67,783,191 | 4,533,333 | 1,200,000 | 600,000 | 74,116,524 |
| Other borrowings: | |||||
| Commercial paper | 59,200,000 | 5,450,000 | 11,500,000 | 2,500,000 | 78,650,000 |
| Other borrowings | 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 SEPTEMBER 2013 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
| Financial institutions borrowings: | |||||
| Bank loans | 65,897,003 | 57,617,488 | 38,530,196 | 14,677,417 | 176,722,105 |
| Bank overdrafts | 66,147,545 | - | - | - | 66,147,545 |
| Authorized overdrafts | 75,454,962 | - | - | - | 75,454,962 |
| Other borrowings: | |||||
| Commercial paper | 8,000,000 | 3,000,000 | 4,000,000 | - | 15,000,000 |
| Other borrowings | 44,754,362 | 2,493,369 | 1,470,489 | 2,656,515 | 51,374,735 |
260,253,872 63,110,857 44,000,685 17,333,932 384,699,347
The short term amounts considered above, at 30 September 2013, do not take into account the renegotiation of the financial debt approved in this period that is going to be signed during November. This process results in a reduction of short term debt of approximately 30%.
At 30 September 2013, the Group's net debt amounts Euro 377,911,526. The net debt calculation, includes, besides the borrowings mentioned above, the 'finance leases' (Euro 18,972,616), 'derivatives' (Euro 33,175) and 'cash and cash equivalents' (Euro 25,727,263).
29. TRADE PAYABLES AND OTHER PAYABLES
At 30 September 2013 and 31 December 2012, trade payables and other payables can be analysed as follows:
| NON CURRENT | CURRENT | ||
|---|---|---|---|
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
| 11,710,449 | 12,239,542 | 136,082,206 | 165,013,219 |
| - | - | 838,883 | 840,425 |
| 8,942,481 | 9,046,499 | 3,605,695 | 2,378,317 |
| - | 387,403 | 13,067,350 | 11,316,045 |
| 1,655,725 | 395,101 | 10,542,786 | 35,966,130 |
| 10,598,206 | 9,829,003 | 28,054,714 | 50,500,917 |
| 22,308,655 | 22,068,545 | 164,136,920 | 215,514,136 |
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 September 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 September 2013 and 31 December 2012 can be detailed as follows:
| 30 SEPTEMBER 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Quality guarantees | 3,224,255 | 3,176,336 |
| Legal claims in progress | 1,506,447 | 604,844 |
| Provisions arising from the use of the equity method | 5,570,803 | 4,498,385 |
| Others | 6,597,135 | 4,241,128 |
| 16,898,640 | 12,520,693 |
The change in the Provisions, compared with 31 December 2012, is as follows:
| OPENING BALANCE |
ADDITIONS | DEDUCTIONS | APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|---|
| Quality guarantees | 3,176,336 | 228,130 | (196,595) | - | 16,383 | 3,224,254 |
| Legal claims in progress | 604,844 | 1,197,016 | - | - | (295,413) | 1,506,447 |
| Provisions arising from the use of the equity method |
4,498,385 | 685,803 | - | - | 386,615 | 5,570,803 |
| Others | 4,241,128 | 2,817,231 | (540,745) | (867,382) | 946,904 | 6,597,136 |
| 12,520,693 | 4,928,180 | (737,340) | (867,382) | 1,054,489 | 16,898,640 |
31. INCOME TAX AND CURRENT TAX LIABILITIES
At 30 September 2013 and 31 December 2012, 'Income Tax' and 'Current tax liabilities' are made up as follows:
| 30 SEPTEMBER 2013 | 31 DECEMBER 2013 | |
|---|---|---|
| Income Tax | 4,646,293 | 3,623,443 |
| Value added tax | 9,834,387 | 12,421,569 |
| Social security contributions | 2,510,915 | 1,619,163 |
| Personnel income tax withheld | 341,014 | 643,672 |
| Other taxes | 2,313,350 | 1,912,194 |
| Tax in other countries | - | - |
| Current tax liabilities | 14,999,666 | 16,596,598 |
32. OTHER CURRENT LIABILITIES
At 30 September 2013 and 31 December 2012, other current liabilities are made up as follows:
| 30 SEPTEMBER 2013 |
31 DECEMBER 2012 |
|
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 7,428,011 | 6,223,844 |
| Interest borne but not yet overdue | 7,978,828 | 3,622,926 |
| Production performed by third parties not yet invoiced | 16,683,344 | 3,613,297 |
| Other accrued expenses | 18,963,139 | 6,166,867 |
| 51,053,322 | 19,626,934 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 27,393,737 | 26,791,860 |
| Subsidies / Government grants | 1,908,349 | 1,502,984 |
| Other deferred income | 2,105,403 | 2,567,911 |
| 31,407,489 | 30,862,755 | |
| 82,460,811 | 50,489,688 |
The caption "Other accrued expenses" includes supplies and services rendered up to September 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 94,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 59,500,000.
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 September 2013, that had affected significantly the financial position or performance of the Group.
36. SUBSEQUENT EVENTS
Martifer Group, through its subsidiaries Navalria and Martifer Energy Systems, was the only company admitted in the tender for the sub-concession of the lands and infrastructures of Viana do Castelo's Naval Shipyard.
37. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 14 th November 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, 14th November 2013
The Chief Accountant The Board of Directors
_________________________________ __________________________________
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ Mário Rui Rodrigues Matias
__________________________________ Arnaldo José Nunes da Costa Figueiredo
__________________________________ Luís Filipe Cardoso da Silva
__________________________________ Luís Valadares Tavares
__________________________________ Jorge Bento Ribeiro Barbosa Farinha