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Martifer — Interim / Quarterly Report 2013
May 31, 2013
1938_10-q_2013-05-31_954f2f92-9955-4310-9882-aabfb17c4917.pdf
Interim / Quarterly Report
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BEING GLOBAL REPORT
1Q 2013
CONTENTS
| MANAGEMENT REPORT | 03 |
|---|---|
| 01 MARTIFER GROUP | 05 |
| Highlights | 06 |
| Key Financial Indicators | 06 |
| Main Events | 07 |
| 02 FINANCIAL PERFORMANCE | 09 |
| Results Analysis | 10 |
| Revenues | 11 |
| EBITDA and Net Profit | 12 |
| CAPEX | 13 |
| Capital Structure Analysis | 13 |
| 03 ANALYSIS BY SEGMENT | 15 |
| Metallic Constructions | 16 |
| Solar | 18 |
| RE Developer | 19 |
| 04 MARTIFER SHARE'S PERFORMANCE | 21 |
| CONSOLIDATED FINANCIAL INFORMATION 05 INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
23 25 |
06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 31
MANAGEMENT REPORT
01 | MARTIFER GROUP
HIGHLIGHTS
- Operating Revenues of 128 M€ increasing by 14 % comparing with the same period last year, reflecting the significant improvement in volume of the core business areas: Metallic Construction and Solar
- Portugal only represents 12 % of the total Operating Revenues, which proves the efforts of internationalization
- EBITDA of 2.6 M€ (versus 10.3 M€ in 1Q 2012), reflecting mostly: 1) Costs incurred in Australia in the Metallic Construction business area related with the restructuring of the business in the country and 2) the weak performance of USA market in Martifer Solar which impacted negatively the business margin
- Net consolidated Profit of -13.9 M€, negatively impacted by 11.2 M€ net financial costs
- Total Order Book of 550 M€: Metallic Construction (307 M€) and Solar (243 M€)
- Total Net Debt of 385 M€, slightly above the FY 2012 of 377 M€, mostly due to the CAPEX of 4.7 M€ and Working Capital
| €M – IFRS | 1Q2013 | Margin | 1Q2012 | Margin | Var. % |
|---|---|---|---|---|---|
| Revenues | 128.0 | 112.2 | 14.0% | ||
| EBITDA | 2.6 | 2.0% | 10.3 | 9.2% | -74.5% |
| EBIT | -2.9 | -2.2% | 5.4 | 4.8% | n.m. |
| Financial Results | -11.2 | -8.2 | -36.3% | ||
| Profit Before Tax | -14.0 | -2.9 | <-100% | ||
| Income tax | 0.0 | -1.7 | n.m. | ||
| Results from assets held for sale | 0.2 | 0.0 | n.m. | ||
| Consolidated Net Profit | -13.9 | -10.8% | -4.6 | -4.1% | <-100% |
| Attributable | |||||
| to non-controlling interests | 0.3 | 0.1 | >100% | ||
| to shareholders | -14.2 | -4.7 | <-100% |
MAIN FINANCIAL INDICATORS
MAIN EVENTSSUBSEQUENT EVENTS
JANUARY 2013
Inspira Martifer Solar signs contract for first rooftop 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 project in India.
Martifer Solar and the Valouro Group sign a new contract for the construction of seven PV projects
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.
MAIN SUBSEQUENT EVENTS
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.
FINANCIAL PERFORMANCE
03 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| M€ | 1Q2013 | 1Q2012 | Var. % |
|---|---|---|---|
| Revenues | 128.0 | 112.2 | 14.0% |
| Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) | 2.6 | 10.3 | -74.5% |
| EBITDA margin | 2.0% | 9.2% | -7.2 p.p. |
| Depreciation & Amortization | 4.5 | 4.5 | -1.5% |
| Provisions & Impairment Losses | 1.0 | 0.4 | >100% |
| Operating Income (EBIT) | -2.9 | 5.4 | n.m. |
| EBIT margin | -2.2% | 4.8% | -7.0 p.p. |
| Financial Results | -11.2 | -8.2 | -36.3% |
| Profit before taxes | -14.0 | -2.9 | <-100% |
| Income tax | 0.0 | 1.7 | n.m. |
| Results from assets held for sale | 0.2 | 0.0 | n.m. |
| Net Profit | -13.9 | -4.6 | <-100% |
| Attributable to non-controlling interests | 0.3 | 0.1 | >100% |
| Attributable to shareholders | -14.2 | -4.7 | <-100% |
| per share € | -0.146 | -0.048 |
.
REVENUES
In the 1Q 2013 Operating Revenues increased by 14.0 % YoY to 128.0 million euro, reflecting the significant improvement in volume of the core business areas: Metallic Construction and Solar
Metallic Construction business area reported an increase of 8.4 % YoY in Revenues, with stronger markets such as Brazil, Saudi Arabia, Angola and France.
The Solar business ended 1Q 2013 with 58.8 million euro of Operating Revenues, increasing by 14.6 % YoY. Portugal, United Kingdom and Mexico were the countries with the higher contribution for the revenues.
| 1Q2013 | 1Q2012 | ||||
|---|---|---|---|---|---|
| REVENUES | M€ | WEIGHT | M€ | WEIGHT | VAR. |
| Martifer Consolidated | 128.0 | 112.2 | 14.0% | ||
| Metallic Construction | 66.3 | 51.8% | 61.2 | 54.5% | 8.4% |
| Solar | 58.8 | 46.0% | 51.3 | 45.7% | 14.6% |
| RE Developer | 3.8 | 3.0% | 3.4 | 3.1% | 10.4% |
| Others | -1.0 | -0.8% | -3.7 | -3.3% | 73% |
Note: Others include Holding, Shared Services and eliminations
Portugal represented in the 1T 2013 only 12 % of the total Operating Revenues, which is comparable with 19 % in the FY2012 and which proves the strong efforts of the Group internationalization
REVENUES BREAKDOWN
EBITDA AND NET PROFIT
Consolidated EBITDA in the 1Q 2013 reached 2.6 million euro, versus 10.3 million euro in the same period last year, which reflects a margin of 2.0 %, reflecting a decrease of 7.1 p.p. in margin on a YoY basis.
EBITDA of 2.6 M€ (versus 10.3 M€ in 1Q 2012), reflecting mostly: 1) Costs incurred in Australia in the Metallic Construction business area related with the restructuring in the country and 2) the weak performance of USA market in Martifer Solar which impacted negatively the business margin. Or in other words:
Metallic Construction reported approximately 4.5 million euro of losses in Australia which were related with the restructuring taking place and the negative margin accounted in some of the works. We stress that, in this geography, a reorganization plan is under implementation.
In Solar the EBITDA was mostly affected by the weak performance of USA market, which showed a negative EBITDA of 2.9 million euro. Meanwhile since the beginning of 2013 that company is running a plan with several measures under way, such as the control of the business at 100 %, change in the management and the implementation of a new operational and strategic plan.
From remaining companies with contribution for the EBITDA, RE Developer had a positive contribution of 2.5 million euro, reaching an improvement of 49.7 % YoY.
| 1Q2013 | 1Q2012 | ||||
|---|---|---|---|---|---|
| EBITDA | M€ | Margin | M€ | Margin | Var. |
| Martifer Consolidated | 2.6 | 2.0% | 10.3 | 9.2% | -74.5% |
| Metallic Construction | -1.0 | -1.6% | 4.1 | 6.6% | <-100% |
| Solar | 1.4 | 2.3% | 4.9 | 9.5% | -71.6% |
| RE Developer | 2.5 | 66.6% | 1.7 | 49.1% | 49.7% |
| Others | -0.3 | -0.3 | -21.0% |
Note: Others include Holding, Shared Services and eliminations
The Depreciation & Amortization has shown a slight decrease of 1.5 % to 4.5 million euros. Meanwhile, the Provisions & Impairment Losses has an increase from 0.4 million euro to 1.0 million euro, due to the report of 0.6 million euro of impairments, from the sale of a real state asset from the portfolio set for disposal.
In the 1Q 2013, net financial expenses totalled 11.2 million euro, comparable with 8.2 million euro in the 1Q 2012. This increase is totally explained by the losses record from subsidiary companies in the 1Q 2013 from 0.4 million euro to 3.8 million euro. In other words, the net contribution of equity consolidated associated companies, Prio Energy and Nutre, controlled at 49 % was negative in 4.1 million euro.
Net interest expense was 4.9 million euro in the 1Q 2013, totally in line with the same period last year with 4.8 million euro.
Taxes suffered a significant change, from -0.02 to1.7 million euro what can be explained by the record of deferred tax assets.
Therefore, the Net Profit attributable to shareholders in the 1Q 2013 amounted to negative 13.9 million euro, decreasing from the negative 4.6 million euro in the 1Q 2012.
CAPEX
The amount of investment in fixed assets in the 1Q 2013 was 4.7 million euros, mostly applied as follows:
- (1) Development of solar projects in Italy by Martifer Solar (1.8 million euros). This does not mean long term investment for the company;
- (2) Approx. 0.7 million euros invested in Metallic Construction business area in Saudi Arabia and maintenance CAPEX (2.2 million euro);
- (3) In the RE Developer area, investment of 0.7 million euros in the development and construction of wind farms
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | 1Q2013 | 2012 | Var. |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 296.0 | 331.8 | -10.8% |
| Other non-current assets | 186.4 | 187.7 | -0.7% |
| Inventory and Receivables | 447.1 | 383.8 | 16.5% |
| Cash and cash equivalents | 33.0 | 38.0 | -13.2% |
| Assets held for sale | 42.0 | 35.1 | 19.5% |
| Total Assets | 1,004.5 | 976.4 | 2.9% |
| Shareholders' Equity | 162.9 | 176.3 | -7.6% |
| Non-controlling interests | 53.0 | 51.0 | 3.9% |
| Total Equity | 215.9 | 227.3 | -5.0% |
| Non-current debt and leasings | 164.1 | 177.1 | -7.3% |
| Other non-current liabilities | 39.8 | 38.2 | 4.3% |
| Current debt and leasings | 254.3 | 238.1 | 6.8% |
| Other current liabilities | 312.2 | 286.2 | 9.1% |
| Liabilities related to assets held for sale | 18.2 | 9.5 | 91.1% |
| Total Liabilities | 788.6 | 749.1 | 5.3% |
Regarding the Balance Sheet position of the Group, it is worth to highlight that there are no significant changes from the last reported period (1H 2012), and Martifer continues to show a robust capital structure with a financial autonomy ratio of approximately 22 %.
Total assets at 31st March 2013, amounted to 1,004.5 million euro, which compares to 976.4 million euro at 31st December 2012. Non-current assets reached 482.4 million euro compared with 519.5 million euro, at the end of 2012.
Total Equity at 31st March 2013 was 215.9 million euro with compares with 227.3 million euro in the end of 2012.
NET DEBT
| M€ | Metallic Construction |
Solar | RE Developer | Holding | Martifer Consolidated |
|---|---|---|---|---|---|
| Corporate Net Debt | 93 | 63 | 26 | 161 | 343 |
| Corporate Net Debt allocated to non-operating activities |
27 | 27 | |||
| Non-Recourse Net Debt | 15 | 15 | |||
| Total Net Debt | 122 | 63 | 41 | 161 | 385 |
Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents
The Group's Consolidated Net Debt at 31st March 2013 totalled 385 million euro, slightly above the 377 million euro registered at the end of 2012. This value was already adjusted by the Net Debt of the asset held for sale (Wiatrowa) of approximately 11.7 million euro.
The Group is focused in its objective to have a debt level between 230 and 250 million euro by the end of 2014. Considering the present debt level (385 million euro) it is the company's goal to pursue further debt reduction of 135 up to 155 million euro until the end of 2014 by the sale of non-core assets, mainly wind farms, solar projects and, residually, from the sale of real estate projects.
ANALYSIS BY SEGMENT
04 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
SECTOR TRENDS
- − In Europe, the environment around construction sector had no major changes in the 1Q 2013, comparing with 2012. Indicators continue depressed in Europe, from north to south, and in all segments. Austerity measures across several countries and financial heath in the public sector totally affected the demand of infrastructures and buildings. Euroconstruct institute has made again a downgrade of its construction forecasts for Europe, i.e., from +0.4 % to -1.5 % in 2013.
- − Only emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in Asia and South America. Above all, Brazil continues to be a hot spot, with the sector pushed by several infrastructures projects.
ACTIVITY
The order book in the 1Q 2013 accumulated 307 million euros of projects. The current list of works is mostly in 11 countries as can be seen in the table below with Brasil, Saudi Arabia and France in the top 3. 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, we highlight the ships under construction in Navalria
- In the UK, the spotlight goes to Scotland's National Arena and Birmingham New Street Station
BACKLOG BY GEOGRAPHY
| COUNTRY | VALUE (M€) | % |
|---|---|---|
| Brasil | 90.0 | 29% |
| Saudi Arabia | 61.4 | 20% |
| France | 46.0 | 15% |
| Angola | 30.0 | 10% |
| United Kingdom | 23.4 | 8% |
| Portugal | 22.0 | 7% |
| Spain | 14.9 | 5% |
| Romania | 8.8 | 3% |
| Poland | 4.0 | 1% |
| Australia | 3.4 | 1% |
| Peru | 3.0 | 1% |
| TOTAL | 307 |
RESULTS
Metallic Construction Revenues achieved 66.3 million euro in the 1Q 2013, corresponding to a growth of 8.4 % YoY, despite the difficulties across the sector particularly in Europe. The shift of weight from Iberia to Brazil in the Operating Revenues explains the opposite trend in Revenues. In other words, the effort made in the last three years to focus on countries with positive growth rates and strong infrastructures plans is starting to bear fruit. These strategic moves obviously still have a marked negative impact, partly reflected in the cost structure.
The EBITDA in the 1Q 2013 was -1.0, which compares with 4.1 million euro in the 1Q 2012; the difference is in part explained by the losses reported of approximately 4.5 million euro in Australia, which was related with the restructuring taking place and the negative margin accounted in some of the works.
Net Financial Expenses in the 1Q 2013 had an increase of 4.2 % to the 3.4 million euro.
Net Profit totalled -7.5 million euro, of which 0.1 million euro attributable to non-controlling interests in Martifer Angola.
Net Financial Debt in Metallic Constructions at 31st March 2013 reached the 122 million euro, more 2 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, and set to be sold in the future.
Total CAPEX at the 1Q 2013 reached 2.2 million euro mostly of it applied in the maintenance investment in machinery and facilities.
| VAR. % | ||
|---|---|---|
| 66.3 | 61.2 | 8.4% |
| -1.0 | 4.1 | n.m. |
| -1.6% | 6.6% | -8.2 pp |
| -3.0 | 1.9 | n.m. |
| -4.5% | 3.1% | -7.6 pp |
| 3.4 | 3.3 | 4.2% |
| 1.1 | 0.6 | 97.7% |
| 0.0 | 0.0 | n.m. |
| -7.5 | -1.9 | <-100% |
| 0.1 | 0.1 | 43.0% |
| -7.7 | -2.0 | <-100% |
| 1Q2013 | 1Q2012 |
SOLAR
SECTOR TRENDS
- − According to Bloomberg New Energy Finance (BNEF) the PV sector in the 1Q 2013, margins remain under pressure and at unsustainable negative levels for the PV Manufacturer.
- − Nevertheless BNEF estimates that 2013 will be better than 2012 as demand is strong and prices are expected to stabilise.
- − Demand in the 1Q 2013 was stronger than expected, with UK and Greece surprisingly strong.
- − BNEF revised expectations upwards for 2013 with the median scenario now on the 36.46 GW new build.
- − Japan and China are now the main drivers in Demand.
- − Global oversupply of all components continues. According to BNEF there may be some light at the end of the tunnel in the 2014-15, as consolidation reduces overcapacity and production stabilises while demand rises.
- − 1Q 2013 was a fairly quiet for institutional finance for solar projects and companies, with about \$5.2 bn invested worldwide, mostly in the large PV assets.
ACTIVITY
The backlog of turnkey contracts is currently 243 million euro, with Mexico, United Kingdom, Portugal and USA with the higher weight.
BACKLOG BY GEOGRAPHY
| COUNTRY | VALUE (M€) |
|---|---|
| Mexico | 81.5 |
| United Kingdom | 31.6 |
| Portugal | 18.7 |
| USA | 17.7 |
| Canada | 17.4 |
| Ukraine | 14.8 |
| France | 12.0 |
| Romania | 7.0 |
| Greece | 5.9 |
| Spain | 4.3 |
| Brazil | 4.0 |
| Italy | 3.4 |
| India | 0.4 |
| Belgium | 0.17 |
| Other | 24.13 |
| TOTAL | 243 |
RESULTS
In 1Q 2013 Solar Revenues increased by 14.6 % totalling 58.8 million euro. This performance was already expected. Looking at the Revenues Breakdown the markets with the higher contribution were: Mexico, Portugal, Italy, United Kingdom, and USA.
The EBITDA in the solar in the 1Q 2013 totalled 1.4 million euro, with the margin 7.1 p.p. bellow the margin reported in 1Q 2012. This is, EBTDA level was mostly negatively affected by the performance in the USA, which presented a negative EBITDA of 2.9 million euro. Meanwhile since the beginning of 2013 that 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 dropped by 37 % in the 1Q 2013 related with the 1Q 2012, to 1.3 million euro.
Net Profit in the 1Q 2013 totalled 0.2 million euro, less 77 % compared with same period last year.
CAPEX in the 1Q 2013 was 1.8 million euro. This value is explained by the investment in project development, mostly in Italy (1.3 million euro)
Net Debt in the 1Q 2013 was stable at 62 million euro, compared with the end of the 2012.
| SOLAR | |||
|---|---|---|---|
| M€ | 1Q2013 | 1Q2012 | VAR. % |
| Revenues | 58.8 | 51.3 | 14.6% |
| EBITDA | 1.4 | 4.9 | -71.6% |
| EBITDA Margin | 2% | 9% | -7.1 pp |
| EBIT | 0.3 | 4.1 | -91.8% |
| EBIT Margin | 0.6% | 7.9% | -7.3 pp |
| Net Financial Expenses | 1.3 | 2.0 | -37.0% |
| Income tax | -1.2 | 1.1 | n.m. |
| Net Profit | 0.2 | 1.0 | -77.0% |
| Attributable to non-controlling interests | -0.3 | -0.4 | 31.0% |
| Attributable to shareholders | 0.5 | 1.4 | -64.0% |
RE DEVELOPER
RESULTS
RE Developer's Operating Revenues reached 3.8 million euro in the 1Q 2013, what represents a growth of 10.4 % YoY; Explained by the beginning of operations of the wind farm in Romania (Babadag).
Currently, the company has 64 MW of wind farms and solar parks in operation and with contribution to the total revenues.
EBITDA in the 1Q 2013 reached 2.5 million euros in the 1Q 2013, showing an improvement of 49.7 % YoY; it represents a margin of 67 % compared with 49 % at the 1Q12.
Net Profit registered in the 1Q 2013 was positive at 0.4 million euros compared with the 0.5 Net Loss in the 1Q 2012.
CAPEX in the reported period was 0.7 million euro, already adjusted by the value of the wind project in Poland (Wiatrowa), as this was already classified as an asset held for sale.
Net Debt at 31st March 2013 was 40.8 million euro, already adjusted from the value invested in Wiatrowa of 11.7 million euro.
| RE DEVELOPER | |||
|---|---|---|---|
| M€ | 1Q2013 | 1Q2012 | VAR. % |
| Revenues | 3.8 | 3.4 | 10.4% |
| EBITDA | 2.5 | 1.7 | 49.7% |
| EBITDA Margin | 66.6% | 49.1% | 17.5 pp |
| EBIT | 0.5 | 0.2 | >100% |
| EBIT Margin | 13.7% | 5.5% | 8.2 pp |
| Net Financial Expenses | 0.1 | 0.6 | -84% |
| Income tax | 0.0 | 0.1 | -99% |
| Net Profit | 0.4 | -0.5 | s.s. |
| Attributable to non-controlling interests | 0.1 | 0.1 | -5% |
| Attributable to shareholders | 0.3 | -0.6 | s.s. |
SHARE PERFORMANCE
04 | SHARE PRICE PERFORMANCE
SHARE PERFORMANCE | since 2011
Source: Reuters
In the 1Q 2013 all the main stock indexes registered slight positive performances. The quarter was booked by several events, as in March the Cyprus' Bailout, Political instability in Italy, which made Fitch to downgrade the country rating, and in Portugal was concluded the 7th troika assessment, with the downwards revision on the economic growth for the country: -2.3 % GDP in 2013 and +0.6 % GDP in 2014 (versus the previous estimates of -1 % in 2013 and +0.8 % in 2014).
Martifer's share price performance had a 16 % positive performance in the 1Q 2013, above the PSI-20, the major Euronext Lisbon market index that had a valorization of 6.7 %.
Martifer's share price ended the 1Q 2013 at 0.64 €/share. The highest price achieved was 0.82 €/share and the lowest price was 0.57 €/share. The daily average volume of stock traded during the 1Q 2013 was 39,984 which mean a significant increase compared with the average volume in 1Q 2012 of 12,983 shares daily average.
Overall, Martifer's market capitalization totalled 64 million euro at the end of the first quarter period of 2013.
INTERIM CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL STATEMENTS
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE QUARTERS ENDED 31 MARCH 2013 AND 31 MARCH 2012
(Amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| NOTES | 3M' 2013 (NON AUDITED) |
3M' 2012 (NON AUDITED) |
|
|---|---|---|---|
| Sales and services rendered | 3 and 4 | 126,279,990 | 111,062,342 |
| Other income | 5 | 1,701,302 | 1,173,024 |
| Cost of goods sold | 6 | (48,330,282) | (49,230,107) |
| Subcontractors | 6 | (38,255,801) | (22,159,227) |
| Gross profit | 41,395,209 | 40,846,032 | |
| External supplies and services | 7 | (17,399,470) | (17,354,331) |
| Staff costs | 8 | (20,570,677) | (20,781,832) |
| Other operational gains and losses | 9 | (803,540) | 7,582,366 |
| 2,621,522 | 10,292,235 | ||
| Amortizations | 3, 16 and 17 | (4,462,855) | (4,529,638) |
| Impairment losses | 10 | (621,068) | (410,222) |
| Provisions | 10 and 30 | (396,616) | - |
| Operating income | (2,859,017) | 5,352,375 | |
| Financial income | 11 | 3,667,979 | 6,492,947 |
| Financial expenses | 11 | (11,094,812) | (14,289,652) |
| Gains / (losses) on associate companies and joint arrangements | 12 | (3,761,270) | (410,291) |
| Profit before tax | (14.047.121) | (2.854.621) | |
| Income tax | 13 | 21,689 | (1,700,476) |
| Profit after tax | (14,025,432) | (4,555,097) | |
| Earnings of the assets as held for sale | 26 | 158,086 | (2,152) |
| Attributable to: | |||
| non-controlling interests | - | - | |
| owners of Martifer | 158,086 | (2,152) | |
| Profit for the year | (13,867,346) | (4,557,249) | |
| Attributable to: | |||
| non-controlling interests | 287,823 | 141,300 | |
| owners of Martifer | (14,155,169) | (4,698,549) | |
| Earnings per share: | |||
| Basic | 14 | (0.1448) | (0.0479) |
| from continuing operations | (0.1464) | (0.0479) | |
| from Assets held for sale | 0.0016 | - | |
| Diluted | 14 | (0.1448) | (0.0479) |
| from continuing operations | (0.1464) | (0.0479) | |
| from Assets held for sale | 0.0016 | - |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED 31 MARCH 2013 AND 31 MARCH 2012
(Amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| 3M' 2013 (NON AUDITED) |
3M' 2012 (NON AUDITED) |
|
|---|---|---|
| Profit for the year | (13,867,346) | (4,557,249) |
| Fair value of cash flow hedges (derivatives), net of tax | 493,090 | (5,660) |
| Fair value of available for sale financial assets, net of tax | - | - |
| Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill | (98,084) | 1,074,943 |
| Gains on revaluation of tangible fixed assets, net of tax | - | - |
| Income recognized directly in equity | 395,006 | 1,069,283 |
| Total comprehensive income for the period | (13,472,340) | (3,487,966) |
| Attributable to: | ||
| non-controlling interests | 348,482 | 219,817 |
| owners of Martifer | (13,820,821) | (3,707,783) |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2013 AND 31 DECEMBER 2012
(Amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| NOTES | 31 MARCH 2013 (NON AUDITED) |
31 DECEMBER 2012 (AUDITED) |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 15 | 19,287,831 | 18,947,967 |
| Intangible assets | 16 | 10,249,166 | 39,441,872 |
| Tangible assets | 17 | 266,439,845 | 273,367,524 |
| Investment property | 18 | 16,217,257 | 16,206,768 |
| Financial assets under the equity method | 19 | 14,730,200 | 15,680,011 |
| Available for sale investments | 20 | 2,635,759 | 2,310,267 |
| Other non-current receivables | 22 | 139,040,869 | 140,174,902 |
| Deferred tax assets | 13,821,915 | 13,343,738 | |
| 482,422,842 | 519,473,049 | ||
| Current assets | |||
| Inventories | 21 | 68,072,411 | 24,392,062 |
| Trade receivables | 22 | 156,949,731 | 150,357,128 |
| Other receivables | 22 | 60,147,968 | 62,272,521 |
| Income tax | 23 | 2,425,926 | 2,692,473 |
| Current tax assets | 23 | 21,400,825 | 18,337,239 |
| Other current assets | 24 | 138,142,223 | 125,718,650 |
| Cash and cash equivalents | 25 | 33,017,868 | 38,024,569 |
| Assets held for sale | 26 | 41,963,183 | 35,107,509 |
| 522,120,134 | 456,902,151 | ||
| Total assets | 1,004,542,976 | 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 | (56,539,872) | (1,499,182) | |
| Profit for the year | (14,155,169) | (55,852,988) | |
| Equity attributable to owners of Martifer | 162,936,440 | 176,279,311 | |
| Non-controlling interests | 27 | 52,975,165 | 50,975,912 |
| Non-controlling interests attributable to Assets held for sale | - | - | |
| Total equity | 27 | 215,911,605 | 227,255,223 |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 28 | 152,315,164 | 164,900,867 |
| Obligation under finance leases | 11,814,515 | 12,169,176 | |
| Other non-current liabilities | 29 | 23,054,305 | 22,068,545 |
| Provisions | 30 | 13,139,316 | 12,520,693 |
| Deferred tax liabilities | 3,626,116 | 3,583,895 | |
| 203,949,416 | 215,243,176 | ||
| Current liabilities | |||
| Borrowings | 28 | 245,387,817 | 229,030,832 |
| Obligation under finance leases Trade payables |
29 | 8,174,500 164,244,406 |
8,586,378 165,013,219 |
| Other payables | 29 | 58,046,885 | 50,500,917 |
| Income tax | 31 | 4,534,272 | 3,623,443 |
| Current tax liabilities | 31 | 14,509,877 | 16,596,598 |
| Other current liabilities | 32 | 70,855,063 | 50,489,688 |
| Derivatives | 724,279 | 510,804 | |
| Liabilities related with Assets held for sale | 26 | 18,204,856 | 9,524,921 |
| 584,681,955 | 533,876,801 | ||
| Total liabilities | 788,631,371 | 749,119,977 | |
| Total equity and liabilities | 1,004,542,976 | 976,375,200 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE QUARTERS ENDED 31 MARCH 2013 AND 31 MARCH 2012
(Amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| FAIR VALUE RESERVES | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ISSUED CAPITAL |
TREASURY STOCK |
SHARE PREMIUM |
REVALUATION OF FIXED ASSETS |
AVAILABLE FOR SALE INVESTMENS |
CASH FLOW HEDGE DERIVATIVES |
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 | (2,415,630) | 186,500,000 | - | - | (289,985) | (19,563,611) | 198,979 | 69,908,833 | (48,587,256) | 235,751,330 | 31,783,623 | 267,534,953 |
| Appropriation of the profit of 2011 | - | - | - | - | - | - | - | - | (48,587,256) | 48,587,256 | - | - | - |
| Comprehensive income for the year: | - | - | |||||||||||
| Profit for the year | - | - | - | - | - | - | - | - | - | (4,698,549) | (4,698,549) | 141,300 | (4,557,249) |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | - | - | 871,983 | - | - | - | 871,983 | 85,336 | 957,318 |
| Exchange differences arising on goodwill | - | - | - | - | - | - | 117,583 | - | - | - | 117,583 | 42 | 117,625 |
| Other changes in equity of subsidiaries | - | - | - | - | - | 1,200 | - | - | - | - | 1,200 | (6,860) | (5,660) |
| Total comprehensive income for the year | - | - | - | - | - | 1,200 | 989,566 | - | - | (4,698,549) | (3,707,783) | 219,817 | (3,487,966) |
| Acquisition of treasury stock | - | (407,279) | - | - | - | - | - | - | - | - | (407,279) | - | (407,279) |
| Stock options | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | - | - | (863,858) | - | (863,858) | 302,904 | (560,954) |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Non-controlling interests transactions | - | - | - | - | - | - | - | - | (692,811) | - | (692,811) | (191,126) | (883,937) |
| Balance at 31 March 2012 | 50,000,000 | (2,822,909) | 186,500,000 | - | - | (288,785) | (18,574,045) | 198,979 | 19,764,907 | (4,698,549) | 230,079,598 | 32,115,219 | 262,194,816 |
| Balance at 1 January 2013 | 50,000,000 | (2,868,519) | 186,500,000 | - | - | (902,433) | (18,903,670) | - | 18,306,920 | (55,852,988) | 176,279,310 | 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 | (14,155,169) | (14,155,169) | 287,823 | (13,867,346) | |||||||||
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | - | - | (484,462) | - | - | - | (484,462) | 32,135 | (452,327) |
| Exchange differences arising on goodwill | - | - | - | - | - | - | 346,975 | - | - | - | 346,975 | 7,269 | 354,243 |
| Other changes in equity of subsidiaries | - | - | - | - | - | 471,835 | - | - | 471,835 | 21,255 | 493,090 | ||
| Total comprehensive income for the year | - | - | - | - | - | 471,835 | (137,487) | - | - | (14,155,169) | (13,820,821) | 348,482 | (13,472,340) |
| Acquisition of treasury stock | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Stock options | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | - | - | 1,454,215 | - | 1,454,215 | 1,798,347 | 3,252,562 |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | (41,915) | - | (41,915) | (75,706) | (117,621) |
| Non-controlling interests transactions | - | - | - | - | - | - | - | - | (934,350) | - | (934,350) | (71,870) | (1,006,219) |
| Balance at 31 March 2013 | 50,000,000 | (2,868,519) | 186,500,000 | - | - | (430,598) | (19,041,158) | (37,068,117) | (14,155,169) | 162,936,440 | 52,975,165 | 215,911,605 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED 31 MARCH 2013 AND 31 MARCH 2012
(Amounts expressed in Euro)
(Translation of consolidated financial statements originally issued in Portuguese - note 38)
| 3M' 2013 (NON AUDITED) |
3M' 2012 (NON AUDITED) |
|
|---|---|---|
| OPERATING ACTIVITIES | ||
| Receipts from customers | 154,257,566 | 156,992,976 |
| Payments to suppliers | (131,893,836) | (129,463,256) |
| Payments to employees | (19,575,072) | (19,665,495) |
| Cash generated from operations | 2,788,658 | 7,864,225 |
| Income tax paid | 737,446 | (544,159) |
| Other receipts/(payments) relating to operating activities | 660,151 | (5,207,442) |
| Cash generated from other operating activities | 1,397,596 | (5,751,600) |
| Net cash generated by operating activities (1) | 4,186,255 | 2,112,624 |
| INVESTING ACTIVITIES | ||
| Receipts arising from: | ||
| Financial assets | 137,780 | - |
| Tangible assets | 783,743 | 409,093 |
| Intangible assets | 2,164 | 411,512 |
| Investment grants | - | - |
| Interest and similar income | 656,929 | 1,238,807 |
| Dividends | - | - |
| Others | 61,859 | 408,500 |
| 1,642,475 | 2,467,912 | |
| Payments arising from: | ||
| Financial assets | (500,000) | (883,937) |
| Tangible assets | (2,926,165) | (7,418,236) |
| Intangible assets | (4,638,929) | (4,210,234) |
| Others | (1,598) | (5,000) |
| (8,066,692) | (12,517,407) | |
| Net cash generated by investing activities (2) | (6,424,218) | (10,049,495) |
| FINANCING ACTIVITIES | ||
| Receipts arising from: | ||
| Borrowings | 91,532,067 | 75,190,448 |
| Issue of equity shares, supplementary capital and share premiums | - | - |
| Grants and donations | - | 16,043 |
| Others | 504,324 | 258,196 |
| 92,036,391 | 75,464,687 | |
| Payments arising from: | ||
| Borrowings | (87,760,785) | (83,256,225) |
| Leasings | (766,539) | (1,549,805) |
| Interest and similar costs | (5,263,207) | (6,360,912) |
| Dividends | - | - |
| Acquisition of treasury stock | - | (2,822,909) |
| Others | (534,913) | (271,480) |
| (94,325,444) | (94,261,331) | |
| Net cash generated by financing activities (3) | (2,289,053) | (18,796,644) |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) | (4,527,016) | (26,733,515) |
| Changes in the consolidation perimeter and others | (453,779) | (20,902,522) |
| Effect of foreign exchange currencies | (25,906) | (470,242) |
| Cash and cash equivalents at the beginning of the year | 38,024,569 | 77,886,483 |
| 33,017,868 | 29,780,204 | |
| Cash and cash equivalents at the end of the year |
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 31 March 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 and India.
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 31 March 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. During the quarter ended in 31 March 2013 there were not ammendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force.
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 31 March 2013 are as follows:
COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Martifer SGPS, S.A. | Oliveira de Frades | Martifer SGPS | Holding | ||
| Martifer Inovação e Gestão, S.A. | Oliveira de Frades | Martifer Inovação | 100.00% | - | 100.00% |
| Martifer Gestiune Si Servicii, S.R.L. | Bucharest | Martifer Inovação Roménia | 100.00% | - | 100.00% |
| Martifer Metallic Constructions SGPS, S.A. | Oliveira de Frades | Martifer Metallic Constructions | 100.00% | - | 100.00% |
| Martifer - Construções Metalomecânicas, S.A. | Oliveira de Frades | Martifer Construções | - | 100.00% | 100.00% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
Dublin | MMECC | - | 60.00% | 60.00% |
| Martifer – Construcciones Metálicas España, S.A. | Madrid | Martifer Espanha | - | 100.00% | 100.00% |
| Martifer – Construções Metálicas Angola, S.A. | Luanda | Martifer Angola | - | 78.75% | 78.75% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 100.00% | 100.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 100.00% | 100.00% |
| Martifer Constructions, SAS | Rungis | Martifer França | - | 100.00% | 100.00% |
| Martifer Constructii SRL | Bucharest | Martifer Constructii | - | 100.00% | 100.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 100.00% | 100.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Martifer Konstrukcje | - | 100.00% | 100.00% |
| Martifer Slovakia S.R.O. | Bratislava | Martifer Slovakia | - | 100.00% | 100.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria-a-Velha | Madeiras do Vouga | - | 100.00% | 100.00% |
| Martifer - Gestão de Investimentos, S.A. | Oliveira de Frades | MGI | - | 100.00% | 100.00% |
| Nagatel Viseu, Promoção Imobiliária, S.A. | Oliveira de Frades | Nagatel Viseu | - | 100.00% | 100.00% |
| Martifer Retail & Warehousing Angola, S.A. | Luanda | Martifer Retail Angola | - | 100.00% | 100.00% |
| Martifer - Alumínios, S.A. | Oliveira de Frades | Martifer Alumínios | - | 100.00% | 100.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Martifer Alumínios Angola | - | 100.00% | 100.00% |
| Martifer Aluminium Pty, Ltd | Sidney | Sassall | - | 100.00% | 100.00% |
| Martifer Aluminium Limited | Dublin | Martifer Aluminium Irlanda | - | 100.00% | 100.00% |
| Martifer Aluminium UK Limited | London | Martifer Aluminium Reino Unido | - | 100.00% | 100.00% |
| Martifer Aluminium SAS | Rungis | Martifer Aluminium França | - | 100.00% | 100.00% |
| Martifer UK Limited | London | Martifer UK | - | 100.00% | 100.00% |
| MT Construction Maroc, S.A.R.L. | Tânger | Martifer Marrocos | - | 100.00% | 100.00% |
| Martifer - Construções Metálicas, Ltda. | Fortaleza | Martifer Brasil | - | 99.80% | 99.80% |
| Saudi Martifer Constructions LLC | Riyadh | Martifer Arábia Saudita | - | 100.00% | 100.00% |
| Martifer Beteiligungsverwaltungs GmbH | Wien | Martifer GmbH | 100.00% | - | 100.00% |
| M City Gliwice Sp. Zo.o | Gliwice | M City Gliwice | - | 100.00% | 100.00% |
| Martifer Energy Systems SGPS, S.A. | Oliveira de Frades | Martifer Energy Systems | 100.00% | - | 100.00% |
| Martifer Energia S.R.L. | Bucharest | Martifer Energia Roménia | - | 100.00% | 100.00% |
| Martifer Energia LLC | Kiev | Martifer Energia Ucrânia | - | 100.00% | 100.00% |
| Martifer Wind Energy Systems LLC | San Angelo TX | Martifer Wind USA | - | 100.00% | 100.00% |
| Martifer Energy Systems PTY | Cape Town | Martifer Energia África do Sul | - | 85.00% | 85.00% |
| Navalria – Docas, Construções e Reparações 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% |
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | |
| Martifer Solar SGPS, S.A. | Oliveira de Frades | Martifer Solar SGPS | 100.00% | - | 100.00% | |
| Martifer Solar, S.A. | Oliveira de Frades | Martifer Solar | - | 55.00% | 55.00% | |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Martifer Solar Sistemas Solares | - | 55.00% | 55.00% | |
| Solar Parks Construccion Parques Solares 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 do Chile | Martifer Solar Chile | - | 55.00% | 55.00% | |
| Martifer Solar Chile Operaciones Limitada | Santiago do Chile | Solar Chile Operaciones | - | 55.00% | 55.00% | |
| Martifer Solar Sistemas Solares Equador S.A. | Sangolquí | Martifer Solar Equador | - | 54.45% | 54.45% | |
| Martifer Solar S.R.L. | Milan | Martifer Solar Itália | - | 55.00% | 55.00% | |
| MTS1 S.R.L. | Syracuse | MTS1 | - | 55.00% | 55.00% | |
| MTS2 S.R.L. | Syracuse | MTS2 | - | 55.00% | 55.00% | |
| MTS3 S.R.L. | Syracuse | MTS3 | - | 55.00% | 55.00% | |
| MTS4 S.R.L. | Syracuse | MTS4 | - | 55.00% | 55.00% | |
| Martifer Solar RO S.R.L. | Bucharest | Martifer Solar Roménia | - | 55.00% | 55.00% | |
| Martifer Solar Inc. | S. Francisco CA | Martifer Inc. | - | 55.00% | 55.00% | |
| Martifer Solar USA, Inc. | Santa Monica CA | AEM 1) | - | 34.93% | 34.93% | |
| Martifer Aurora Solar, LLC | Santa Monica CA | Solar Aurora 1) | - | 34.58% | 34.58% | |
| MT Silverado Fund LLC | S. Francisco CA | Silverado 1) | - | 31.42% | 31.42% | |
| Martifer Solar Finance LLC | S. Francisco CA | Martifer Solar Finance | - | 55.00% | 55.00% | |
| Martifer Solar Hellas, A.T.E. | Athens | PVI 1) | - | 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 | MTS61) | - | 46.75% | 46.75% | |
| Martifer Solar SK s.r.o. | Dolny Kubin | Martifer Solar Eslováquia | - | 55.00% | 55.00% | |
| Ginosa Solar Farm, S.R.L. | Rome | Ginosa Solar Farm | - | 55.00% | 55.00% | |
| Solar Spritehood S.R.L | Rome | Solar Spritehood | - | 55.00% | 55.00% | |
| MTS7, S.R.L. | Rome | MTS7 | - | 55.00% | 55.00% | |
| Canopy - Naos | Paris | Canopy Naos | - | 55.00% | 55.00% | |
| MTS Trewidland Solar, Ltd | London | MTS Trewidland Solar | - | 55.00% | 55.00% | |
| Steadfast Fairview Solar, Ltd | Andover | Steadfast Fairview Solar | - | 55.00% | 55.00% | |
| Steadfast Molland Solar, Ltd | Andover | Steadfast Molland Solar | - | 55.00% | 55.00% | |
| Steadfast Apsley Solar, Ltd | Andover | Steadfast Apsley Solar | - | 55.00% | 55.00% | |
| Martifer Solar UA, LLC | Kyiv | Martifer Solar Ucrânia | - | 55.00% | 55.00% | |
| Inspira Martifer Solar Limited | Mumbai | Inspira Martifer Solar 1) | - | 28.05% | 28.05% | |
| Societé Developpement Local SA | Dakar | Martifer Solar Senegal 1) | - | 28.05% | 28.05% | |
| Martimak Solar | Besiktas | Martimak1) | - | 44.00% | 44.00% | |
| Martiper Solar | Besiktas | Martiper1) | - | 44.00% | 44.00% | |
| Martifer Solar Singapura PTE. LTD. | Singapura | Martifer Solar Singapura | - | 55.00% | 55.00% | |
| EVIVA SOLAR 1 LTD | Athens | Eviva Solar 1 | - | 54.90% | 54.90% | |
| EVIVA SOLAR 2 LTD | Athens | Eviva Solar 2 | - | 54.90% | 54.90% | |
| Martifer Solar MZ, S.A. | Maputo | Martifer Solar Moçambique 1) | - | 28.05% | 28.05% | |
| Greencoverage Unipessoal, Lda. | Oliveira de Frades | Greencoverage | - | 55.00% | 55.00% | |
| Martifer Solar, Ltda | Pindamonhangaba | Martifer Solar Brasil | - | 54.45% | 54.45% |
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | |
| LRCC – La Rad Campo Charro – Energias Renováveis, Lda. |
São Martinho do Porto |
LRCC | - | 55.00% | 55.00% | |
| Inovsun, Lda. | Oliveira de Frades | Inovsun | - | 55.00% | 55.00% | |
| Martifer Renewables SGPS, S.A. | Oliveira de Frades | Martifer Renewables SGPS | 100.00% | - | 100.00% | |
| Martifer Renewables, S.A. | Oliveira de Frades | Martifer Renewables SA | - | 100.00% | 100.00% | |
| Martifer Renovables ETVE, S.A.U. | Madrid | Martifer Renovables | - | 100.00% | 100.00% | |
| Eurocab FV 1 S.L. | Madrid | Eurocab 1 | - | 100.00% | 100.00% | |
| Eurocab FV 2 S.L. | Madrid | Eurocab 2 | - | 100.00% | 100.00% | |
| Eurocab FV 3 S.L. | Madrid | Eurocab 3 | - | 100.00% | 100.00% | |
| Eurocab FV 4 S.L. | Madrid | Eurocab 4 | - | 100.00% | 100.00% | |
| Eurocab FV 5 S.L. | Madrid | Eurocab 5 | - | 100.00% | 100.00% | |
| Eurocab FV 6 S.L. | Madrid | Eurocab 6 | - | 100.00% | 100.00% | |
| Eurocab FV 7 S.L. | Madrid | Eurocab 7 | - | 100.00% | 100.00% | |
| Eurocab FV 8 S.L. | Madrid | Eurocab 8 | - | 100.00% | 100.00% | |
| Eurocab FV 9 S.L. | Madrid | Eurocab 9 | - | 100.00% | 100.00% | |
| Eurocab FV 10 S.L. | Madrid | Eurocab 10 | - | 100.00% | 100.00% | |
| Eurocab FV 11 S.L. | Madrid | Eurocab 11 | - | 100.00% | 100.00% | |
| Eurocab FV 12 S.L. | Madrid | Eurocab 12 | - | 100.00% | 100.00% | |
| Eurocab FV 13 S.L. | Madrid | Eurocab 13 | - | 100.00% | 100.00% | |
| Eurocab FV 14 S.L. | Madrid | Eurocab 14 | - | 100.00% | 100.00% | |
| Eurocab FV 15 S.L. | Madrid | Eurocab 15 | - | 100.00% | 100.00% | |
| Eurocab FV 16 S.L. | Madrid | Eurocab 16 | - | 100.00% | 100.00% | |
| Eurocab FV 17 S.L. | Madrid | Eurocab 17 | - | 100.00% | 100.00% | |
| Eurocab FV 18 S.L. | Madrid | Eurocab 18 | - | 100.00% | 100.00% | |
| Eurocab FV 19 S.L. | Madrid | Eurocab 19 | - | 100.00% | 100.00% | |
| Eviva Energy S.R.L. | Bucharest | Eviva Roménia | - | 100.00% | 100.00% | |
| Eviva Nalbant S.R.O. | Bucharest | Eviva Nalbant | - | 99.00% | 99.00% | |
| 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 | Wien | 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% | |
| Energia Wiatrowa Sp. Zo.o | Gliwice | Energia Wiatrowa 3) | - | 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 Cacimbas, Ltda. | Fortaleza | Cacimbas | - | 55.00% | 55.00% | |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. |
Fortaleza | SBER 1) | - | 41.25% | 41.25% | |
| Melosa – Geração de Energia e Participações, Ltda. |
Fortaleza | Melosa | - | 55.00% | 55.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Eólica Paraipaba, Ltda . | Fortaleza | Paraipaba | - | 55.00% | 55.00% |
| Eólica Chapadão, Ltda. | Fortaleza | Chapadão | - | 55.00% | 55.00% |
| Rosa dos Ventos - Geração e Comercialização de Energia, S.A |
Fortaleza | Rosa dos Ventos | - | 53.63% | 53.63% |
| Eólica Macaúbas, Ltda. | Fortaleza | Macaúbas | - | 54.99% | 54.99% |
| Eólica Sobradinho, Ltda. | Fortaleza | Sobradinho | - | 54.99% | 54.99% |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades | Ventinveste Indústria 2) | - | 46.00% | 46.00% |
1) The full consolidation of these companies is justified as the Group has ultimate control.
2) The consolidation of this company through the full consolidation method results from shareholder agreements that regulate the control of the investee.
3) This company has been classified as Asset held for sale (Note 26).
COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | 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% |
| Prio Foods Brasil LTDA | S. Luís do Maranhão |
Prio Foods Brasil | - | 49.00% | 49.00% |
| Prio Extractie S.R.L. | Bucharest | Prio Extractie | - | 22.05% | 22.05% |
| Prio Agro Industries. Sp. Z o.o. | Gliwice | Prio Polónia | - | 49.00% | 49.00% |
| PERCENTAGE OF SHARE 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 | Lisbon | 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 Cooperativa | - | 22.05% | 22.05% |
| Bunge Roménia S.R.L. | Buzau | Bunge Roménia | - | 22.05% | 22.05% |
| Centralrest, Lda | Ilhavo | Centralrest 1) | - | 9.80% | 9.80% |
| Prio Agriculture, B.V. | Delft | Prio Holanda | - | 49.00% | 49.00% |
| Porthold Project Development BV | Amsterdam | Porthold | - | 49.00% | 49.00% |
| Prio Energy SGPS. S.A. | Oliveira de Frades | Prio Energy SGPS | 49.00% | - | 49.00% |
| Prio Biocombustíveis. S.A. | Oliveira de Frades | Prio Biocombustíveis | - | 49.00% | 49.00% |
| Prio Energy. S.A. | Oliveira de Frades | Prio Energy | - | 49.00% | 49.00% |
| Mondefin | Coimbra | Mondefin | - | 49.00% | 49.00% |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades | Prio Tanques | - | 49.00% | 49.00% |
| Prio.E-Electric, S.A. | Oliveira de Frades | Prio.E-Electric | - | 49.00% | 49.00% |
| Park Charge-Energy Systems, Lda | Oliveira de Frades | Park Charge | - | 49.00% | 49.00% |
| Prio. E – SGPS, S.A. | Oliveira de Frades | Prio E SGPS | - | 49.00% | 49.00% |
| Share Motivation, Lda. | Oliveira de Frades | Share Motivation | - | 49.00% | 49.00% |
| Jointly controlled companies: | |||||
| Ventinveste, S.A. | Lisbon | Ventinveste SA | 5.00% | 41.00% | 46.00% |
| Ventinveste Eólica, SGPS, S.A. | Lisbon | Ventinveste Eólica | - | 46.00% | 46.00% |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | PE Torrinheiras | - | 46.00% | 46.00% |
| Parque Eólico do Douro Sul, S.A. | Lisbon | PE Douro Sul | - | 46.00% | 46.00% |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | PE Pinhal do Oeste | - | 46.00% | 46.00% |
| Parque Eólico de Vale Grande. S.A. | Lisbon | PE Vale Grande | - | 46.00% | 46.00% |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | PE Vale do Chão | - | 46.00% | 46.00% |
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | PE Cabeço Norte | - | 46.00% | 46.00% |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | PE Serra do Oeste | - | 46.00% | 46.00% |
| Parque Eólico do Planalto, S.A. | Lisbon | PE Planalto | - | 46.00% | 46.00% |
| Eviva Dunowo, Sp. Z o.o. | Gliwice | Eviva Dunowo | - | 50.00% | 50.00% |
| SPEE 3 – Parque Eólico do Baião, S.A. | Lisbon | SPEE 3 | - | 50.00% | 50.00% |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | Oliveira de Frades | SPEE 2 | - | 50.00% | 50.00% |
| Macquarie Capital Wind Fund Pty Limited | Sidney | Macquarie | - | 50.00% | 50.00% |
| Parque Eólico da Penha da Gardunha, Lda. | Oliveira de Frades | PE Penha da Gardunha | - | 50.00% | 50.00% |
1) The consolidation of this company through the equity method results from the Group having joint control of its parent company, which in turn has joint or full control of the investee.
During the first quarter of 2013 and during 2012 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
During the first quarter 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)
During 2012:
Martifer Solar RO S.R.L (Martifer Solar Roménia) Martifer Solar Finance LLC (Martifer Solar Finance) Martifer Solar Sistemas Solares Equador S.A. (Martifer Solar Equador) Martifer Solar Chile Operaciones Limitada (Solar Chile Operaciones) Empresa de Energia Renovable Maria del Sol Norte S.A. (Maria del Sol)
Nutre Farming B.V. (Nutre Farming) Prio.E – SGPS, S.A. (Prio E SGPS) Martifer Solar Chile Holding, Lda (Solar Chile) Martifer Global SGPS, S.A. (Martifer Global) Martifer Aluminium UK Limited (Martifer Aluminium UK) MTS Trewidland Solar, Ltd (MTS Trewidland Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar) Martifer Solar UA, LLC (Martifer Solar Ucrânia) Inspira Martifer Solar Limited (Inspira Martifer Solar) Bunge Prio Cooperativa U.A. (Bunge Prio Cooperativa) Martifer-Amal, S.A (Martifer Amal) Martimak Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martimak Solar) Martiper Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martiper Solar) Societé Developpement Local SA (Solar Senegal) Martifer Solar Singapura PTE. LTD. (Solar Singapura) Sol Cativante VII, S.A. (Sol Cativante VII) Eviva Solar 1 Ltd (Eviva Solar 1) Eviva Solar 2 Ltd (Eviva Solar 2)
Acquired companies:
During 2012:
M. City Szczecin Sp. Z o.o. (M. City Szczecin) LRCC – La Rad Campo Charro – Energias Renováveis, Lda. (LRCC) Share Motivation – Inv. Imobiliários Unipessoal, Lda. (Share Motivation) Magnum Cap Electrical Power, Lda. (Magnum Cap) Martifer Solar, Ltda (Martifer Solar Brasil) Steadfast Fairview Solar, Ltd (Steadfast Fairview Solar) Steadfast Molland Solar, Ltd (Steadfast Molland Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Apsley Solar, Ltd (Steadfast Apsley Solar) Bunge Roménia s.r.l. (Bunge Roménia) Sol Cativante III, S.A. (Sol Cativante III) Steadfast Parkhouse Solar Limited (Parkhouse) Centralrest, Lda. (Centralrest)
Sold companies:
During the first quarter of 2013:
Martifer Renewables Bippen GmbH (Eviva Bippen) Eviva Mepe (Eviva Grécia)
During 2012:
Eviva Energy SGPS, S.A. (Enerpetra) Sol Cativante IV, S.A. (Sol Cativante IV) Sol Cativante II, S.A. (Sol Cativante II) Sol Cativante VI, Lda.(Sol Cativante VI) Martifer – Hirschfeld Energy Systems LLC (Martifer – Hirschfeld Energy Systems) Silverton Wind Farm Holding (Silverton Wind Farm) Parque Solar Seseña II, S.L. (Parque Solar Seseña II) Parque Solar Segovia, S.L. (Parque Solar Segovia) Parque Solar Quintanar, S.L. (Parque Solar Quintanar) Eurocab FV 20 S.L. (Eurocab FV 20) Veiga & Seabra. S.A. (Veiga & Seabra)
Parque Tecnologico do Tamega (PTT) Proempar, S.A (Proempar) MTS 5 (MTS5) Magnum Cap, Lda. (Magnum Cap) Sol Cativante III, S.A. (Sol Cativante III) Sol Cativante V, S.A. (Sol Cativante V) Steadfast Parkhouse Solar Limited (Parkhouse) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar)
Changes in the consolidation method:
During the first quarter 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 maintainsonly 10% of participation, which is recorded at the cost.
MS – Participações Societárias, S.A. (MS Brasil) – from equity method to the cost, after the lost of join control of this company with Santander Brazil.
Eólica Embuaca, Ltda. (Embuaca) - from equity method to the cost, after the lost 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 lost of join control of this company with Santander Brazil.
Eólica Bela Vista, Ltda. (Bela Vista) - from equity method to the cost, after the lost of join control of this company with Santander Brazil.
Eólica Icaraí, Ltda. (Icaraí) - from equity method to the cost, after the lost of join control of this company with Santander Brazil.
Other changes in the consolidation perimeter:
During the first quarter 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%.
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).
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | |||
|---|---|---|---|---|
| 3M' 2013 | 3M' 2012 | 3M' 2013 | 3M' 2012 | |
| Metallic Construction | 64,924,474 | 58,155,428 | 8,872,132 | 21,752,579 |
| Solar | 57,394,257 | 49,113,016 | 14,373,021 | 9,179,441 |
| RE Developer | 3,698,810 | 3,283,173 | 84,718 | 2,952,464 |
| Others | 262,449 | 510,725 | 777,086 | 678,064 |
| 126,279,990 | 111,062,342 | 24,106,957 | 34,562,548 |
At 31 March 2013 and 2012, the breakdown of sales and services rendered by primary segments is as follows:
| TOTAL | ||
|---|---|---|
| 3M' 2013 | 3M' 2012 | |
| Metallic Construction | 73,796,606 | 79,908,007 |
| Solar | 71,767,278 | 58,292,457 |
| RE Developer | 3,783,528 | 6,235,637 |
| Others | 1,039,535 | 1,188,789 |
| 150,386,947 | 145,624,890 | |
| Intersegment eliminations | (22,689,966) | (33,385,182) |
| Own work capitalized (Note 5) | (1,416,991) | (1,177,366) |
| Sales and services rendered to external customers | 126,279,990 | 111,062,342 |
Sales and services rendered to external clients – 'Metallic Construction' and 'Solar'- increased in the first quarter, when compared with the same period of previous year, as a result of the internationalization strategy of the group. 'RE Developer' segment keeps its focus in the markets with assets in operation– Brazil, Romania, Spain and Poland.
Sales and services rendered by geographical segments are as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Iberian Peninsula | 41,074,372 | 32,231,009 |
| European Union (other) | 43,729,169 | 42,912,559 |
| Other markets | 41,476,449 | 35,918,773 |
| 126,279,990 | 111,062,342 |
'Metallic Construction' segment's sales and services rendered are mainly related with the activity developed in Brazil, Saudi Arabia, Angola, France and UK. In the 'Solar' segment has particular significance the projects developed in Mexico and UK. Sales and services of 'RE Developer' are mainly related with projects developed in Romania and Brazil.
At 31 March 2013 and 2012, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:
| EBITDA | EBIT | |||
|---|---|---|---|---|
| 3M' 2013 | 3M' 2012 | 3M' 2013 | 3M' 2012 | |
| Metallic Construction | (1,034,879) | 4,061,367 | (2,973,997) | 1,897,455 |
| Solar | 1,381,526 | 4,869,613 | 331,762 | 4,066,055 |
| RE Developer | 2,502,148 | 1,689,199 | 491,143 | 186,245 |
| Others | (227,273) | (327,944) | (707,925) | (797,380) |
| 2,621,522 | 10,292,235 | (2,859,017) | 5,352,375 |
| PROFIT AFTER TAX | |||
|---|---|---|---|
| 3M' 2013 | 3M' 2012 | ||
| Metallic Construction | (7,513,119) | (1,941,712) | |
| Solar | 237,349 | 1,017,421 | |
| RE Developer | 262,887 | (511,736) | |
| Others | (7,012,550) | (3,119,070) | |
| (14,025,432) | (4,555,097) |
The Group's net assets and liabilities by operating segments at 31 March 2013 and 31 December 2012 are as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 31 MARCH 2013 | 31 DECEMBER 2012 | 31 MARCH 2013 | 31 DECEMBER 2012 | |
| Metallic Construction | 402,630,949 | 382,567,279 | 350,101,147 | 322,965,218 |
| Solar | 290,575,979 | 288,991,897 | 209,164,648 | 208,354,852 |
| RE Developer | 231,401,996 | 224,126,986 | 101,336,681 | 94,798,380 |
| Others | 550,093,061 | 550,627,281 | 173,993,715 | 168,533,767 |
| Intra-group eliminations | (470,159,009) | (469,938,243) | (45,964,820) | (45,532,240) |
| 1,004,542,976 | 976,375,200 | 788,631,371 | 749,119,977 |
The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 31 March 2013 and 2012, are as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||
|---|---|---|---|---|
| 31 MARCH 2013 | 31 MARCH 2012 | 3M' 2013 | 3M' 2012 | |
| Metallic Construction | 2,170,005 | 2,683,634 | 1,860,521 | 2,077,663 |
| Solar | 1,799,373 | 8,228,346 | 748,186 | 670,668 |
| RE Developer | 664,905 | 551,326 | 1,373,495 | 1,311,871 |
| Others | 42,453 | 379,347 | 480,653 | 469,436 |
| 4,676,736 | 11,842,653 | 4,462,855 | 4,529,638 |
The amount invested in tangible fixed assets and intangible assets during the first quarter of 2013 was mainly applied to the development of solar projects Italy (1.3 million euro) and to Metallic Construction's maintenance investment (2 million euro), particularly in the markets of Brazil, Saudi Arabia and the Iberian Peninsula.
4. SALES AND SERVICES RENDERED
At 31 March 2013 and 2012, the breakdown of sales and services rendered is as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Revenue from the sale of merchandise | 16,212,608 | 22,929,767 |
| Revenue from the sale of goods | 30,516,555 | 25,755,679 |
| Services rendered | 79,550,827 | 62,376,896 |
| 126,279,990 | 111,062,342 |
5. OTHER INCOME
At 31 March 2013 and 2012, the breakdown of the caption 'Other income' is as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Change in production | 284,311 | (4,342) |
| Own work capitalized | 1,416,991 | 1,177,366 |
| 1,701,302 | 1,173,024 |
The amount included under the heading 'Own work capitalized', during the first quarter of 2013 is related primarily to the construction of solar parks in the segment 'Solar' in Italy, and with work carried out in Saudi Arabia in the segment 'Metallic Construction'.
6. COST OF GOODS SOLD AND SUBCONTRACTORS
At 31 March 2013 and 2012 the cost of goods sold and subcontractors is as follows:
| 31 MARCH 2012 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 7,959,678 | 14,706,812 | 22,666,490 |
| Purchases | 4,830,703 | 44,028,554 | 48,859,257 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
907,562 | 430,802 | 1,338,364 |
| Closing balance of the continued operations | 8,827,302 | 14,806,702 | 23,634,004 |
| 4,870,641 | 44,359,466 | 49,230,107 | |
Subcontractors 22,159,227
| 31 MARCH 2013 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 6,557,447 | 10,825,365 | 17,382,812 |
| Purchases | 13,585,986 | 36,890,926 | 50,476,912 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
6,779,641 | (114,028) | 6,665,613 |
| Closing balance of the continued operations | 13,806,517 | 12,388,538 | 26,195,055 |
| 13,116,557 | 35,213,725 | 48,330,282 | |
| Subcontractors | 38,255,801 |
7. EXTERNAL SUPPLIES AND SERVICES
At 31 March 2013 and 2012 the external supplies and services are as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Specialized works | 3,509,500 | 4,612,417 |
| Leases and rents | 3,367,200 | 2,969,205 |
| Transportation of goods | 3,615,032 | 2,700,767 |
| Travelling expenses | 1,305,441 | 1,209,918 |
| Insurance | 920,125 | 1,072,151 |
| Electricity and Fuel | 927,069 | 937,496 |
| Legal and notarial fees | 747,776 | 417,883 |
| Commissions | 192,663 | 461,795 |
| Communications | 392,533 | 443,192 |
| Maintenance and repairs | 497,918 | 318,927 |
| Security | 333,669 | 401,914 |
| Advertising | 244,667 | 267,809 |
| Tools and devices | 82,895 | 255,892 |
| Cleaning, health and safety | 117,422 | 156,980 |
| Service Fees | 314,433 | 102,631 |
| Other | 831,127 | 1,025,354 |
| 17,399,470 | 17,354,331 |
8. STAFF COSTS
At 31 March 2013 and 2012, staff costs are as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Salaries | 15,691,392 | 16,244,556 |
| Social contributions | 4,879,285 | 4,537,276 |
| 20,570,677 | 20,781,832 |
The caption 'social contributions' includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation.
9. OTHER OPERATIONAL GAINS AND LOSSES
At 31 March 2013 and 2012, the caption 'Other operational gains and losses' is as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Taxes | (864,546) | (194,822) |
| Impairment losses and reversals of impairment losses | ||
| - Trade debtors | (1,155) | 316,642 |
| - Other impairment losses | (335,838) | 54,238 |
| Supplementary income | 398,850 | 327,011 |
| Capital Gains / (Losses) in non-financial assets | 226,081 | 60,531 |
| Operating subsidies | 31,505 | 189,563 |
| Investments subsidies | 36,837 | 39,384 |
| Other operational gains / losses | (295,274) | 6,789,819 |
| (803,540) | 7,582,366 |
In the first quarter of 2012, the caption "Other operational gains / losses' included the effect of the capitalization of development costs of wind farms in the 'RE Developer' segment.
10. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the first t quarter of 2013 and 2012 were as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Tangible assets impairment | 621,068 | - |
| 621,068 | - | |
| Provisions arising from the use of the equity method | 92,837 | - |
| Provisions for quality warranties | 40,185 | - |
| Other provisions | 263,594 | 410,222 |
| 396,616 | 410,222 | |
11. NET FINANCIAL RESULTS
The net financial results for the first quarter of 2013 and 2012 can be analysed as follows:
| FINANCIAL INCOME | 3M' 2013 | 3M' 2012 |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| Interest income | 1,022,179 | 1,523,627 |
| Financial assets available for sale | ||
| Gains on the sale of financial assets | 46,792 | - |
| Other financial income related to other financial assets | ||
| Foreign exchange gains | 2,377,199 | 4,944,951 |
| Other financial income | 221,808 | 24,369 |
| 3,667,979 | 6,492,947 |
| FINANCIAL EXPENSES | 3M' 2013 | 3M' 2012 |
|---|---|---|
| Loans and accounts payable | ||
| Interest expenses in bank loans and in finance leases | 5,945,456 | 6,313,779 |
| Of which included in the acquisition cost of assets in progress | (483,411) | (13,460) |
| Financial assets available for sale | ||
| Losses on the sale of financial assets | 391,369 | - |
| Other financial income related to other financial liabilities | ||
| Foreign exchange losses | 2,203,846 | 5,425,032 |
| Other financial expenses | 3,037,552 | 2,564,301 |
| 11,094,812 | 14,289,652 | |
The 'Interest expenses included in the acquisition cost of assets in progress' relates to the capitalization of financial expenses of loans for the construction of assets that qualify. The main figures refer to charges capitalized in the construction of solar projects in the United States.
The captions 'Foreign exchange gains / (losses)' are related to the occurrence of currency fluctuations, particularly in affiliated companies located in Poland, Brazil and Angola.
12. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS
At 31 March 2013 and 2012, the gains and losses on associate companies and joint-ventures are as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Group Prio Energy | 639,270 | 807,131 |
| Group Nutre | (4,730,480) | (782,825) |
| Martifer Amal | (26,908) | - |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | 252,588 | 101,945 |
| Liskin Green Park | (72,024) | - |
| SPEE 3 – Parque Eólico do Baião, S.A. | 183,903 | 61,918 |
| Parque Solar Seseña I, S.L. | (2,767) | (73,348) |
| Promoquatro – Investimentos Imobiliários, Lda. | (9,386) | (399,978) |
| MS – Participações Societárias, S.A. | - | (71,276) |
| Other | 4,534 | (53,857) |
| (3,761,270) | (410,291) |
13. INCOME TAXES
The reconciliation between current tax and income tax is summarized as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Current tax | 439,930 | 2,203,661 |
| Deferred tax - generated by temporary differences | 107,223 | (517,097) |
| Deferred tax - reversal of temporary differences | 1,488,235 | 457,377 |
| Effect of changes in the income tax rate | (6,643) | (10,355) |
| Deferred tax - tax losses recognition | (1,972,039) | (433,109) |
| Other | (78,394) | - |
| Deferred tax | (461,619) | (503,185) |
| Income tax | (21,689) | 1,700,476 |
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 31 March 2013, was Euro 0.68, 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 31 March 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 31 March 2013 and 2012, the basic and diluted earnings per share can be summarised as follows:
| 3M' 2013 | 3M' 2012 | |
|---|---|---|
| Profit for the year (I) | (14,155,169) | (4,698,549) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 98,067,865 |
| Basic and diluted earnings per share (I) / (II) | (0.1448) | (0.0479) |
| from continuing operations | (0.1464) | (0.0479) |
| from Assets as held for sale | 0.0016 | - |
15. GOODWILL
At 31 March 2013 and 31 December 2012, the movement occurred in the caption 'Goodwill' is as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Cost | ||
| Opening balance | 19,043,523 | 18,926,458 |
| Acquisition of subsidiaries | - | 734,900 |
| Sale of subsidiaries | (14,379) | - |
| Effect of foreign currency exchange differences | 354,243 | 172,355 |
| Write-off of goodwill fully impaired | - | (790,190) |
| Closing balance | 19,383,387 | 19,043,523 |
| Accumulated impairment losses | ||
| Opening balance | 95,555 | 790,190 |
| Impairment losses recognized in the year | - | 95,555 |
| Write-off of goodwill fully impaired | - | (790,190) |
| Closing balance | 95,555 | 95,555 |
| Carrying amount at the beginning of the period | 18,947,967 | 18,136,269 |
| Carrying amount at the end of the period | 19,287,831 | 18,947,967 |
At 31 March 2013 and 31 December 2012, the breakdown of 'Goodwill' is as follow:
| 31 MARCH 2013 | ||||
|---|---|---|---|---|
| COST | IMPAIRMENT LOSSES |
CARRYING AMOUNT |
CARRYING AMOUNT |
|
| Martifer Construções | 5,448,792 | - | 5,448,792 | 5,448,792 |
| Sassall Aluminium | 5,694,485 | - | 5,694,485 | 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 | 404,348 | - | 404,348 | 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 |
| 19,287,831 | - | 19,287,831 | 18,947,967 |
16. INTANGIBLE ASSETS
This caption is analysed as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Cost | ||
| Software and other rights | 20,140,269 | 26,145,255 |
| Intangible assets in progress | 1,446,207 | 24,119,844 |
| Advances for the acquisition of intangible assets | 193,657 | 99,623 |
| 21,780,133 | 50,364,722 | |
| Accumulated depreciation and impairment losses | ||
| Software and other rights | 11,530,967 | 10,922,850 |
| Intangible assets in progress | - | - |
| Advances for the acquisition of intangible assets | - | - |
| 11,530,967 | 10,922,850 | |
| Carrying amount | 10,249,166 | 39,441,872 |
At 31 March 2013 and 2012, the gross amount of 'Intangible assets' can be analysed as follows:
| 31 MARCH 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 | 397,893 | 3,331,682 | 480,659 | 4,210,234 |
| Sales, disposals and write-offs | - | - | (411,512) | (411,512) |
| Effect of foreign currency exchange differences | (72,385) | (351,660) | (21,450) | (445,495) |
| Changes in the consolidation perimeter | 24,908 | - | - | 24,908 |
| Transfers and other movements | (77,150) | (214,575) | - | (291,725) |
| Closing balance 31 March 2012 | 30,330,640 | 20,606,680 | 734,712 | 51,672,032 |
| 31 MARCH 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 | 1,241,814 | 213,573 | 91,007 | 1,546,394 |
| Sales, disposals and write-offs | - | - | - | - |
| Effect of foreign currency exchange differences | 200,521 | 683,466 | 3,026 | 887,013 |
| Changes in the consolidation perimeter | (535) | (57,981) | - | (58,516) |
| Transfers and other movements | (7,446,786) | (23,512,695) | - | (30,959,481) |
| Closing balance 31 March 2013 | 20,140,269 | 1,446,207 | 193,656 | 21,780,132 |
The change in capital expenditure in the first quarter of 2013, compared with the same period of 2012, relates essentially with the development of solar projects in Italy (Euro 1,2 million), in the Solar segment.
In the period under review were transferred to inventories Euro 32 million (see Note 21).
At 31 March 2013 and 2012, the accumulated amortization and impairment losses of 'Intangible assets' can be analysed as follows:
| 31 MARCH 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 | 574,118 | - | - | 574,118 |
| Effect of foreign currency exchange differences | (2,708) | - | - | (2,708) |
| Changes in the consolidation perimeter | 5,032 | - | - | 5,032 |
| Transfers and other movements | (1,724) | - | - | (1,724) |
| Closing balance 31 March 2012 | 9,159,395 | - | - | 9,159,395 |
| 31 MARCH 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 | 595,396 | - | - | 595,396 |
| Effect of foreign currency exchange differences | 3,088 | - | - | 3,088 |
| Changes in the consolidation perimeter | - | - | - | - |
| Transfers and other movements | 9,633 | - | - | 9,633 |
| Closing balance 31 March 2013 | 11,530,967 | - | - | 11,530,967 |
| Carrying Amount | ||||
|---|---|---|---|---|
| 31 MARCH 2012 | 21,171,245 | 20,606,680 | 734,712 | 42,512,637 |
| 31 MARCH 2013 | 8,609,302 | 1,446,207 | 193,656 | 10,249,166 |
17. TANGIBLE ASSETS
This caption is analysed as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Cost | ||
| Land and buildings | 93.345.052 | 91.325.592 |
| Equipments | 110.871.685 | 105.292.662 |
| Tangible assets in progress | 79.227.692 | 97.542.316 |
| Other tangible assets | 70.336.886 | 62.614.240 |
| 353.781.315 | 356.774.810 | |
| Accumulated depreciation and impairment losses | ||
| Land and buildings | 18.793.774 | 17.935.741 |
| Equipments | 55.018.042 | 52.821.114 |
| Other tangible assets | 13.529.654 | 12.650.431 |
| 87.341.470 | 83.407.286 | |
| Carrying amount | 266.439.845 | 273.367.524 |
At 31 March 2013 and 2012, the gross amount of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 31 MARCH 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2012 | 96,012,887 | 109,258,138 | 91,880,914 | 62,919,117 | 360,071,056 |
| Reclassification for Assets held for sale (note 26) | (134,760) | - | (1,041,904) | - | (1,176,664) |
| Additions | 26,911 | 897,523 | 6,687,090 | 20,895 | 7,632,419 |
| Sales, disposals and write-offs | - | (405,290) | - | (3,803) | (409,093) |
| Effect of foreign currency exchange differences | 588,014 | (173,986) | (311,018) | 26,880 | 129,890 |
| Transfers and other movements | 6,555,555 | 3,017,284 | (12,786,941) | 1,133,989 | (2,080,113) |
| Closing balance 31 March 2012 | 103,048,608 | 112,593,669 | 84,428,141 | 64,097,078 | 364,167,495 |
| 31 MARCH 2013 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2013 | 91,325,592 | 105,292,661 | 97,542,317 | 62,614,240 | 356,774,810 |
| Additions | 711,330 | 602,124 | 1,656,534 | 160,354 | 3,130,342 |
| Sales, disposals and write-offs | (3,007) | (554,505) | (110,348) | (115,883) | (783,743) |
| Effect of foreign currency exchange differences | 1,285,162 | 1,315,269 | 827,768 | 110,839 | 3,539,035 |
| Impairment losses | - | - | (621,068) | - | (621,068) |
| Transfers and other movements | 25,974 | 4,216,139 | (20,067,510) | 7,567,334 | (8,258,063) |
| Closing balance 31 March 2013 | 93,345,052 | 110,871,686 | 79,227,692 | 70,336,884 | 353,781,315 |
The investment recorded in the first quarter of 2013 in tangible assets is justified by several maintenance investment (Euro 2 million), in the 'Metallic Construction' segment.
In the period under review were transferred to inventories Euro 9 million (see Note 21).
At 31 March 2013 and 2012, the accumulated depreciation and impairment losses of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 31 MARCH 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January 2012 | 15,826,402 | 49,806,980 | - | 9,352,706 | 74,986,088 |
| Additions | 885,672 | 2,281,500 | - | 788,347 | 3,955,519 |
| Sales, disposals and write-offs | - | (277,331) | - | (3,803) | (281,134) |
| Effect of foreign currency exchange differences | 95,201 | 156,499 | - | 6,141 | 257,841 |
| Changes in the consolidation perimeter | (241,409) | (227,803) | - | (594) | (469,806) |
| Transfers and other movements | 15,455 | (21,733) | - | 7,531 | 1,253 |
| Closing balance 31 March 2012 | 16,581,321 | 51,718,112 | - | 10,150,328 | 78,449,761 |
| 31 MARCH 2013 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance 1 January2013 | 17,935,741 | 52,821,114 | - | 12,650,431 | 83,407,286 |
| Additions | 782,564 | 2,215,440 | - | 869,777 | 3,867,781 |
| Sales, disposals and write-offs | - | (259,745) | - | - | (259,745) |
| Effect of foreign currency exchange differences | 64,306 | 276,060 | - | 8,284 | 348,650 |
| Changes in the consolidation perimeter | (19,701) | (3,114) | - | (136) | (22,951) |
| Transfers and other movements | 30,864 | (31,713) | - | 1,298 | 449 |
| Closing balance 31 March 2013 | 18,793,774 | 55,018,042 | - | 13,529,654 | 87,341,470 |
| Carrying amount | |||||
| 31 MARCH 2012 | 86,467,287 | 60,875,557 | 84,428,141 | 53,946,750 | 285,717,735 |
| 31 MARCH 2013 | 74,551,278 | 55,853,644 | 79,227,692 | 56,807,230 | 266,439,845 |
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 31 March 2013 and 31 December 2012, the movement occurred in the caption 'Investment properties' is as follows:
| 31 MARCH 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 | 10,490 | 363,302 |
| Reclassification for Assets held for sale (note 26) | - | (4,966,297) |
| 16,217,257 | 16,206,768 |
19. FINANCIAL ASSETS UNDER THE EQUITY METHOD
At 31 March 2013 and 31 December 2012, financial assets under the equity method are as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Prio Energy | 11,893,144 | 11,187,119 |
| SPEE 3 - Parque eólico de Baião, SA | 679,935 | 496,032 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 1,335,327 | 1,082,739 |
| Macquarie | 269 | 2,043,840 |
| Promoquatro - Investimentos Imobiliários, Lda | 176,850 | 186,236 |
| Martifer Amal, S.A. | 405,165 | 445,944 |
| Canaverosa | 123,397 | 119,044 |
| Parque Sesena 1 | 113,850 | 115,380 |
| Other | 2,265 | 3,678 |
| 14,730,200 | 15,680,011 |
At 31 March 2013 and 31 December 2012, the movement occurred in this caption is as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Opening balance | 15,680,011 | 14,867,827 |
| Application of the equity method | 1,093,936 | 2,425,428 |
| Acquisition | - | 445,944 |
| Decrease in share capital | (2,010,351) | - |
| Sales | - | (1,445,591) |
| Changes resulting from the loss of control in subsidiaries | - | - |
| MS Participações Societárias | - | (718,373) |
| Impairment losses | - | - |
| Effect of foreign currency exchange differences | - | - |
| Other changes | (33,396) | 104,777 |
| Closing balance | 14,730,200 | 15,680,011 |
20. AVAILABLE FOR SALE INVESTMENTS
At 31 March 2013 and 31 December 2012, available for sale investments are as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Non-current financial investment | 1,677,171 | 1,663,963 |
| Others | 958,588 | 646,304 |
| 2,635,759 | 2,310,267 |
At 31 March 2013 and 31 December 2012, the movement occurred in the caption 'Available for sale investments' is as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Opening balance | 2,310,267 | 2,179,021 |
| Additions | 311,248 | 138,993 |
| Reductions | - | (16,478) |
| Other changes | 14,244 | 8,731 |
| 2,635,759 | 2,310,267 |
21. INVENTORIES
At 31 March 2013 and 31 December 2012, inventories are as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Raw-materials, subsidiaries and other consumables | 12,264,322 | 10,701,150 |
| Work in progress | 39,929,072 | 5,299,576 |
| Merchandise | 13,806,517 | 6,557,447 |
| Finished goods | 2,072,500 | 1,833,889 |
| 68,072,411 | 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 quarter of 2013 ongoing projects were reviewed and, as a consequence, intangible assets and tangible fixed assets amounting Euro 41 million were transferred to Inventories as these projects and licenses are being developed for sale and not for its use by Martifer.
22. OTHER FINANCIAL ASSETS
The detail of the caption 'trade and other receivables', for the periods ended at 31 March 2013 and 31 December 2012 is as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2013 | 31 DECEMBER 2012 | 31 MARCH 2013 | 31 DECEMBER 2012 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 31,890,076 | 31,505,073 | 153,737,183 | 146,320,356 |
| Notes receivables | - | - | 3,155,736 | 3,930,470 |
| Doubtful trade receivables | - | - | 18,146,476 | 18,468,425 |
| Total 'trade receivables' | 31,890,076 | 31,505,073 | 175,039,395 | 168,719,251 |
| Other receivables: | ||||
| Related companies | 96,752,896 | 100,321,045 | 15,604,025 | 15,764,687 |
| Advances to suppliers | 3,335 | 4,847 | 14,598,383 | 11,284,325 |
| Others | 10,512,973 | 8,465,440 | 37,693,235 | 43,002,651 |
| Total 'other receivables' | 107,269,204 | 108,791,332 | 67,895,644 | 70,051,663 |
| TOTAL | 139,159,280 | 140,296,405 | 242,935,038 | 238,770,914 |
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 31 March 2013 and 31 December 2012, impairment losses in accounts receivables are as follows:
| NON- CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2013 | 31 DECEMBER 2012 | 31 MARCH 2013 | 31 DECEMBER 2012 | |
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 18,089,664 | 18,362,123 |
| Other receivables | 118,411 | 121,503 | 7,747,676 | 7,779,142 |
| 118,411 | 121,503 | 25,837,340 | 26,141,265 | |
| Carrying amount – trade receivables | 31,890,076 | 31,505,073 | 156,949,731 | 150,357,128 |
| Carrying amount - other receivables | 107,150,793 | 108,669,829 | 60,147,968 | 62,272,521 |
| TOTAL | 139,040,869 | 140,174,902 | 217,097,698 | 212,629,650 |
23. INCOME TAX AND CURRENT TAX ASSETS
At 31 March 2013 and 31 December 2012, current tax assets are as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 |
|
|---|---|---|
| Income tax | 2,425,926 | 2,692,473 |
| Value added tax | 17,187,343 | 15,379,705 |
| Tax in other countries | 2,812,911 | 1,464,331 |
| Other taxes | 1,400,571 | 1,493,203 |
| Current tax assets | 21,400,825 | 18,337,239 |
24. OTHER CURRENT ASSETS
At 31 March 2013 and 31 December 2012, the breakdown of the caption 'Other current assets' is as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Accrued income | ||
| Construction contracts | ||
| Cost | 133,238,965 | 123,070,681 |
| Impairment losses | (5,705,334) | (5,477,871) |
| Carrying amount | 127,533,631 | 117,592,810 |
| Interest to be received | 411,641 | 46,391 |
| Other accrued income | 3,246,939 | 3,427,374 |
| 131,192,211 | 121,066,575 | |
| Prepayments | ||
| Insurances | 1,911,899 | 1,505,437 |
| Financial expenses | 706,551 | 727,703 |
| Rents | 714,509 | 892,716 |
| Other prepayments | 2,138,287 | 905,635 |
| 5,471,247 | 4,031,492 | |
| Other (current) financial assets | 1,478,765 | 620,583 |
| 138,142,223 | 125,718,650 |
25. CASH AND CASH EQUIVALENTS
The 'Cash and cash equivalents' caption can be analysed as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Cash and cash equivalents | ||
| Bank deposits | 32,852,472 | 37,585,387 |
| Cash | 165,396 | 439,182 |
| 33,017,868 | 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 31 March 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 2011, Martifer Renewables, SGPS, S.A. agreed, with IKEA Retail Sp. Zo.o., the sale of the shares of Energia Wiatrowa, Sp. Zo.o. conditional to compliance with some terms and conditions set out in the agreement, namely the conclusion of the Rymanow Project, a wind farm with 13 turbines, in the region of Podkarpackie, that is being developed by Energia Wiatrowa.
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. As such, all the conditions defined by IFRS 5 are met, so the assets of Poland were classified as 'Assets held for sale', at 31 December 2012.
In accordance with IFRS 5, the assets and liabilities related to Energia Wiatrowa, as well as the assets and liabilities of Poland, were classified as 'Assets held for sale' and 'Liabilities associated with Assets held for sale', respectively, and the net earnings disclosed in the caption 'Earnings of Assets held for sale'.
The breakdown of assets and liabilities of the business unit held for sale at 31 March 2013 and 31 December 2012 is as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Tangible Assets | 33,084,453 | 22,167,446 |
| Investment properties | 4,842,551 | 4,966,297 |
| Current assets | 4,036,179 | 7,973,766 |
| 41,963,183 | 35,107,509 | |
| Current liabilities | 18,204,856 | 9,524,921 |
| Liabilities related to Assets held for sale | 18,204,856 | 9,524,921 |
| Assets net of liabilities related to Assets held for sale | 23,758,327 | 25,582,589 |
During the first quarter of 2013, the net result of Assets held for sale was of Euro 158,086.
The change in assets and liabilities associated with assets held for sale during this period relate mainly to the completion of the project Rymanow.
27. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA share capital, fully subscribed and paid at 31 March 2013, amounts to Euro 50,000,000 and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share. During the first quarter of 2013 and 2012, no movements occurred in the number of shares of the Group.
During the first quarter 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 31 March 2013, the share capital of Martifer SGPS, S.A. was held in 42.7% by I'M SGPS, S.A., in 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:
| 31 MARCH 2013 | 31 MARCH 2012 | |
|---|---|---|
| Opening balance | 50,975,912 | 31,783,623 |
| Net profit of the year | 287,823 | 141,300 |
| Other changes in equity of subsidiaries | 1,798,347 | 302,904 |
| Increase in the share capital of subsidiaries | - | - |
| Changes in the consolidation perimeter | (75,706) | - |
| Transactions with non-controlling interests | (71,870) | (191,126) |
| Other | 60,659 | 78,518 |
| 52,975,165 | 32,115,219 |
The closing balance refers mainly to the non-controlling interests of Martifer Solar, Martifer Renováveis – Geração de Energia e Participações S.A., Martifer Solar Itália, Martifer Solar França, Rosa dos Ventos Geração e Comercialização de Energia, S.A., Martifer Construções Bélgica and Martifer Construções Angola.
28. BORROWINGS
At 31 March 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 |
| 31 MARCH 2013 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 73,178,794 | 68,454,534 | 38,060,256 | 22,632,607 | 202,326,191 |
| Bank overdrafts | 16,995,756 | 2,772,320 | - | - | 19,768,076 |
| Authorized overdrafts | 81,232,296 | 857,143 | 857,143 | 285,714 | 83,232,296 |
| Other borrowings: | |||||
| Commercial paper | 59,437,695 | 4,200,000 | 7,750,000 | - | 71,387,695 |
| Other borrowings | 14,543,276 | 1,218,384 | 2,570,548 | 2,656,515 | 20,988,723 |
| 245,387,817 | 77,502,381 | 49,237,947 | 25,574,836 | 397,702,981 |
At 31 March 2013, the Group's net debt amounts Euro 385,398,407. The net debt calculation, includes, besides the borrowings mentioned above, the 'finance leases' (Euro 19,989,015), 'derivatives' (Euro 724,279) and 'cash and cash equivalents' (Euro 33,017,868).
29. TRADE PAYABLES AND OTHER PAYABLES
At 31 March 2013 and 31 December 2012, trade payables and other payables can be analysed as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2013 | 31 DECEMBER 2012 | 31 MARCH 2013 | 31 DECEMBER 2012 | |
| Trade payables | 11,939,840 | 12,239,542 | 164,244,406 | 165,013,219 |
| Other payables: | ||||
| Fixed assets suppliers | - | - | 1,290,153 | 840,425 |
| Related companies and other shareholders | 9,134,313 | 9,046,499 | 1,857,021 | 2,378,317 |
| Advanced payments received from customers | - | 387,403 | 25,189,925 | 11,316,045 |
| Other creditors | 1,980,151 | 395,101 | 29,709,785 | 35,966,130 |
| Other payables | 11,114,464 | 9,829,003 | 58,046,885 | 50,500,917 |
| 23,054,305 | 22,068,545 | 222,291,291 | 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 31 March 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 31 March 2013 and 31 December 2012 can be detailed as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Quality guarantees | 3,198,430 | 3,176,336 |
| Legal claims in progress | 611,053 | 604,844 |
| Provisions arising from the use of the equity method | 4,803,824 | 4,498,385 |
| Others | 4,526,009 | 4,241,128 |
| 13,139,316 | 12,520,693 |
The change in the Provisions, compared with 31 December 2012, is as follows:
| OPENING BALANCE |
ADDITIONS NOTE 11 |
DEDUCTIONS NOTE 11 |
APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|---|
| Quality guarantees | 3,176,336 | 42,592 | (2,407) | - | (18,091) | 3,198,430 |
| Legal claims in progress | 604,844 | - | - | - | 6,209 | 611,053 |
| Provisions arising from the use of the equity method |
4,498,385 | 92,837 | - | - | 212,602 | 4,803,824 |
| Others | 4,241,128 | 263,594 | - | (528) | 21,815 | 4,526,009 |
| 12,520,693 | 399,023 | (2,407) | (528) | 222,535 | 13,139,316 |
31. INCOME TAX AND CURRENT TAX LIABILITIES
At 31 March 2013 and 31 December 2012, 'Income Tax' and 'Current tax liabilities' are made up as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Income Tax | 4,534,272 | 3,623,443 |
| Value added tax | 10,838,547 | 12,421,569 |
| Social security contributions | 2,281,660 | 1,619,163 |
| Personnel income tax withheld | 472,078 | 643,672 |
| Other taxes | 917,592 | 1,912,194 |
| Current tax liabilities | 14,509,877 | 16,596,598 |
32. OTHER CURRENT LIABILITIES
At 31 March 2013 and 31 December 2012, other current liabilities are made up as follows:
| 31 MARCH 2013 | 31 DECEMBER 2012 | |
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 7,219,449 | 6,223,844 |
| Interest borne but not yet overdue | 4,284,023 | 3,622,926 |
| Production performed by third parties not yet invoiced | 2,705,388 | 3,613,297 |
| Other accrued expenses | 22,777,310 | 6,166,867 |
| 36,986,170 | 19,626,934 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 28,899,402 | 26,791,860 |
| Subsidies / Government grants | 2,014,505 | 1,502,984 |
| Other deferred income | 2,954,986 | 2,567,911 |
| 33,868,893 | 30,862,755 | |
| 70,855,063 | 50,489,688 |
The caption "Other accrued expenses" includes supplies and services rendered up to March 31, 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 112,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 61,800,000.
Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 31 March 2013, that had affected significantly the financial position or performance of the Group.
36. SUBSEQUENT EVENTS
There are no subsequent events to disclose.
37. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 23rd May 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, 23rd May 2013
The Chief Accountant The Board of Directors
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ Arnaldo José Nunes da Costa Figueiredo
__________________________________ Luís Filipe Cardoso da Silva
__________________________________ Luís Valadares Tavares
__________________________________
Jorge Bento Ribeiro Barbosa Farinha