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Martifer — Interim / Quarterly Report 2014
Aug 28, 2014
1938_ir_2014-08-28_86d7c118-72dd-4b9b-b082-0221c176af05.pdf
Interim / Quarterly Report
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1H2014 REPORT
01 Martifer Group
01 | MARTIFER GROUP
HIGHLIGHTS
Total Revenues in the 6M14 of 167 M€ (299 M€ in the 6M13)
Consolidated Net Profit of -38 M€, which compares with -49 M€ in the 6M13
Total Order book of 543 M€: Metallic Construction (316 M€) and Solar (227 M€)
Total Consolidated Net Debt of 351 M€ (336 M€ FY13)
Martifer Metallic Constructions increases equity in 28 million euros
MAIN FINANCIAL INDICATORS
| M€ | Jun-14 | Jun-13 | Var. (%) |
|---|---|---|---|
| Revenues | 167.0 | 298.8 | -44% |
| EBITDA | -3.3 | 2.3 | n.m. |
| EBITDA margin | -2% | 1% | -2.8 pp |
| EBIT | -22.3 | -27.4 | 19% |
| EBIT margin | -13% | -9% | -4.1 pp |
| Financial Results | -14.0 | -19.4 | 28% |
| Profit before taxes | -36.2 | -46.8 | 23% |
| Income tax | -2.0 | -1.8 | -11% |
| Net Profit | -38.3 | -48.7 | 21% |
| Attributable to non-controlling interests | -7.8 | 1.5 | n.m. |
| Attributable to Group | -30.5 | -50.1 | 39% |
| per share € | -0.312 | -0.512 | 39% |
MAIN EVENTS
JANUARY 2014
West Sea signs contract for the Sub-concession of Estaleiros Navais de Viana do Castelo
Following an international public tender, Martifer Energy Systems and Navalria, subsidiaries of the Martifer Group, were awarded with the sub-concession for "private use of public domain and of the areas allocated to the dominial concession" attributed to the company Estaleiros Navais de Viana do Castelo (ENVC).
Martifer Group, via its new subsidiary West Sea – Estaleiros Navais, Lda., aims to develop its activity in the national and international markets and implement, in the areas included in the ENVC sub-concession, a shipbuilding and repair project, which is expected to create 400 new work places throughout the next three years. With this sub-concession, Martifer Group increases its capacity for the shipbuilding and repair. The contract was signed in January 2014.
Martifer Solar USA INC and Martifer Aurora LLC begin the voluntary process for Chapter 11
On 21 January 2014 the affiliates Martifer Solar USA INC and Martifer Aurora Solar LLC started voluntary restructuring processes under Chapter 11 (US Bankruptcy Code).
FEBRUARY 2014
Martifer Renewables concludes the sale of Rosa dos Ventos
On 27 of February, Martifer Renewables has concluded, through its subsidiary Martifer Renováveis Geração de Energia e Participações, S.A., controlled at 55%, the sale of 100% shares in the company Rosa dos Ventos Geração e Comercialização de Energia, by the \$R70.3m total amount to the Brazilian company CPFL. Rosa dos Ventos Geração e Comercialização de Energia SA owns the wind farm with 14.7 MW of energy capacity. The sale agreement by both entities has been established on 18 June 2013.
MARCH 2014
Martifer concludes two new ships for Douro Azul
Navalria, Martifer's subsidiary, concluded, in March, the construction of the two hotel ships Viking Hemming and Viking Torgil, for the company Douro Azul.
The ships, which will operate cruises in the Douro River, were built in one year and have a distinctive feature: a round shaped bow that allows the creation of an exterior deck with capacity for 42 passengers.
Martifer Metallic Constructions restructures debt
Martifer Metallic Constructions completed the conversion of part of its debt from short term to medium and long term.
APRIL 2014
Martifer Metallic Constructions increases equity
Martifer Metallic Constructions increased, via Martifer SGPS' main shareholders, its equity in around 28 million euros.
Martifer Solar and Adenium Energy Capital awarded PPA for 10 MW PV plant in Jordan
Martifer Solar and Adenium Energy Capital were awarded a Power Purchase Agreement (PPA) with the national utility of Jordan, NEPCO (National Electric Power Company) for a 10 MW AC solar PV plant.
Martifer Solar has been selected as the lead developer and will provide engineering, procurement and construction (EPC) services. Following the connection of the plant, Martifer Solar will be responsible for the related operations and maintenance (O&M) service.
The project will be developed with Adenium Energy, which will finance it in around USD\$ 26 million.
Martifer Solar concludes the construction of a 78.4 MW PV portfolio for Lightsource Renewable Energy in the UK
Martifer Solar concluded a 78.4 MW portfolio of photovoltaic plants in the United Kingdom. The utility-scale combined capacity consists of five plants, which are located in the counties of Cambridgeshire, Devon, Nottingham and Swindon, and was built for Lightsource Renewable Energy.
Martifer SGPS, S.A. Annual General Meeting
On 28 April 2014, Martifer SGPS, S.A. Annual meeting took place, with a participation of 79.85 % of its total share capital, having all the proposals in the Agenda present in the Call Notice been approved by unanimity.
MAY 2014
WEST SEA takes possession of the Establishment of the Sub-concession
On 2 May 2014, the company West Sea - Estaleiros Navais, Lda, a part of the Martifer Group, took possession of the Subconcession, following the "Sub-concession for private use of public domain and of the areas allocated to the dominial concession" attributed to the company Estaleiros Navais de Viana do Castelo (ENVC).
JUNE 2014
Martifer Renewables signs conditional sale agreement of the Gizalki wind farm to the Ikea Group
A conditional sale agreement was celebrated, in which the IKEA Group will finance the development of the Gizalki wind farm (36 MW), in Poland, which is ready to build. The sale of the Gizalki project will only be concluded after its construction and connection to the grid. The sale of these assets is included in the asset rotation policy, implemented by Martifer Renewables' management team, RE Developer business area of the Martifer Group.
MAIN SUBSEQUENT EVENTS
JULY 2014
Most of assets of Martifer Solar USA INC sold to BayWa
On 1st July, the development of the Chapter 11 process, initiated by Martifer Solar USA INC in January, led to the court of Nevada to approve the sale of most assets of Martifer Solar USA, Inc. to the proponent BayWa by 7.6 million USD. The result of the sale is framed with the book value of assets.
Martifer Solar prevails with 8 MW PV plant in Ukraine
Martifer Solar concluded a new 8 MW PV plant, named Shargorod, in the Vinnytsia region, in Ukraine.
Consortium Ventinveste incorporates Âncora Wind society to develop 171MW of wind projects
In July 2014, the company Âncora Wind – Energia Eólica, S.A., aimed to establish the partnership between Ventinveste, S.A. and Ferrostaal, GmbH for the development of wind projects with a total of 171 MW, included in the Ventinveste Consortium. The construction should begin after the financial closing, which is expected by the end of 2014.
AUGUST 2014
Martifer SGPS agrees the transfer of its shareholding held in Nutre SGPS
Martifer SGPS has decided, during the first semester of 2014, to sell the participation held in Nutre SGPS, SA. During the 3rd quarter of 2014, following a proposal of investment presented by Orchadia, S.A. group, it was agreed the transference of the shares held in Nutre SGPS, SA. The transfer is still subject to the accomplishment of several conditions (including, amongst others, decisions of Public and Governmental Authorities). The amount of the transfer is in line with the value of the financial investment.
02 Financial Performance
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| M€ | Jun-14 | Jun-13 | Var. (%) |
|---|---|---|---|
| Revenues | 167.0 | 298.8 | -44% |
| EBITDA | -3.3 | 2.3 | n.m. |
| EBITDA margin | -2% | 1% | -2.8 pp |
| Depreciation & Amortization | -8.8 | -8.7 | -1% |
| Provisions & Impairment Losses | -10.2 | -21.1 | 52% |
| EBIT | -22.3 | -27.4 | 19% |
| EBIT margin | -13% | -9% | -4.1 pp |
| Financial Results | -14.0 | -19.4 | 28% |
| Profit before taxes | -36.2 | -46.8 | 23% |
| Income tax | -2.0 | -1.8 | -11% |
| Net Profit | -38.3 | -48.7 | 21% |
| Attributable to non-controlling interests | -7.8 | 1.5 | n.m. |
| Attributable to Group | -30.5 | -50.1 | 39% |
| per share € | -0.312 | -0.512 | 39% |
TOTAL REVENUES
In the 6M14, total Revenues reached 167 million euros (299 million euros in the 6M13), 56 % regarding the Metallic construction segment, 32 % from the Solar segment and the rest from the RE Developer segment.
| Jun-14 | Jun-13 | ||||
|---|---|---|---|---|---|
| REVENUES | €M | WEIGHT | €M | WEIGHT | VAR.% |
| Martifer Consolidated | 167.0 | 100% | 298.8 | 100% | -44% |
| Metallic Construction | 94.3 | 56% | 127.2 | 43% | -26% |
| Solar | 53.5 | 32% | 163.1 | 55% | -67% |
| RE Developer | 19.4 | 12% | 10.4 | 3% | 85% |
| Others, Holding and Adjust. | -0.1 | 0% | -2.0 | -1% | 95% |
The Group maintained its internationalization strategy, with the revenues divided as shown below:
EBITDA AND NET PROFIT
In the 6M14, the negative EBITDA in the Metallic Construction (around 3 million euros) and Solar (12 million euros) segments was almost totally compensated by the positive EBITDA in the RE Developer segment (11 million euros).
| Jun-14 | Jun-13 | ||||
|---|---|---|---|---|---|
| EBITDA | €M | MARG. | €M | MARG. | VAR.% |
| Martifer Consolidated | -3.3 | -2% | 2.3 | 1% | n.m. |
| Metallic Construction | -2.8 | -3% | -16.0 | -13% | 83% |
| Solar | -12.1 | -23% | 12.0 | 7% | n.m. |
| RE Developer | 11.0 | 57% | 6.3 | 60% | 75% |
| Others, Holding and Adjust. | 0.6 | 0% | 0.0 | 0% | n.m. |
Consolidated Financial Results were negative in 14 million euros, showing an improvement when compared with the Financial Results in the 6M13 (-19 million euros).
Consolidated Net Profit reached -38 million euros, showing a 21 % improvement YoY.
| NET PROFIT | Jun-14 | Jun-13 | |||
|---|---|---|---|---|---|
| €M | WEIGHT | €M | WEIGHT | VAR.% | |
| Martifer Consolidated | -38.3 | 100% | -48.7 | 100% | 21% |
| Metallic Construction | -21.9 | 57% | -36.9 | 76% | 41% |
| Solar | -16.9 | 44% | 2.3 | -5% | n.m. |
| RE Developer | 5.6 | -15% | 1.7 | -3% | >100% |
| Others, Holding and Adjust. | -5.1 | 13% | -15.7 | 32% | 67% |
CAPEX
The amount of investment in fixed assets in the 6M14 was 9 million euros, mainly resulting from the investment in the Metallic construction segment (8 million euros).
CAPEX 2007 – 1H2014 (M€)
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | Jun-14 | Dec-13 | VAR. % |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 232.6 | 230.0 | 1% |
| Other non current assets | 147.2 | 164.9 | -11% |
| Inventory and Receivables | 304.8 | 322.9 | -6% |
| Cash and cash equivalents | 37.0 | 39.2 | -6% |
| Non-current assets held for sale | 31.1 | 30.8 | 1% |
| Total Assets | 752.7 | 787.8 | -4% |
| Group Equity | 104.1 | 100.0 | 4% |
| Non-controlling interests | 18.6 | 39.7 | -53% |
| Total Equity | 122.7 | 139.7 | -12% |
| Non-current debt and leasings | 254.9 | 236.8 | 8% |
| Other non-current liabilities | 41.0 | 37.5 | 9% |
| Current debt and leasings | 132.4 | 138.1 | -4% |
| Other current liabilities | 201.7 | 224.5 | -10% |
| Liabilities related with Non-current assets held for sale | 0.0 | 11.2 | n.m. |
| Total Liabilities | 630.0 | 648.1 | -3% |
Total assets reached 753 million euros (788 million euros on 31 December 2013), with the non-current assets' value totalling 380 million euros.
Equity on 30 June 2014 totalled 122 million euros, which compares with 140 million euros on 31 December 2013. The negative trend results, mainly, from the period net profit, partially compensated by the equity increase in Martifer Metallic Constructions.
NET DEBT
The chart below shows the trend of the Net Debt by segment:
Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents
The Group's Net Consolidated Debt at 30 June reached 351 million euros, 15 million euros above the value at the end of 2013 (336 million euros).
Despite this increase in the 1st half of 2014, the Group continues focused on reducing net debt, so it is committed to the non-core asset sale process, especially of wind farms, solar projects and residually, from the sale of real estate projects.
TREND OF CONSOLIDATED NET DEBT (2008 – 1H2014) - M€
In the end of the 1st half of 2014, the M/L and Short Term debt structure was 68 % and 32 %, respectively (71 % and 29 % at the end of 2013).
NET DEBT STRUCTURE – SHORT AND M/L TERM
Short Term M/L Term
The M/L Term debt is almost totally (98 %) under a floating interest rate, like in the end of the last year.
M/L TERM DEBT STRUCTURE – FIXED VS. FLOATING
03 Analysis by Segment
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTION
ACTIVITY
The order book at the end of the first half amounted 316 million euros and is spread throughout several companies in the various geographical regions.
ORDER BOOK BY GEOGRAPHY
RESULTS
| €M | Jun-14 | Jun-13 | VAR. % |
|---|---|---|---|
| Revenues | 94.3 | 127.2 | -26% |
| EBITDA | -2.8 | -16.0 | 83% |
| EBITDA margin | -3% | -13% | 9.7 pp |
| Depreciation & Amortization | -3.4 | -3.6 | 6% |
| Provisions & Impairment Losses | -8.0 | -7.0 | -14% |
| EBIT | -14.1 | -26.6 | 47% |
| EBIT margin | -15% | -21% | 5.9 pp |
| Financial Results | -7.6 | -7.4 | -3% |
| Profit before taxes | -21.8 | -34.1 | 36% |
| Income tax | -0.1 | -2.9 | 96% |
| Net Profit | -21.9 | -36.9 | 41% |
| Attributable to non-controlling interests | 0.1 | 0.1 | -12% |
| Attributable to Group | -22.0 | -37.1 | 41% |
Revenues in the Metallic Construction area totalling 94 million euros (127 million euros in the 6M13) were affected, in the first half 2014, by the delay in some projects. This decrease affected negatively the performance in the period, namely EBITDA which, nevertheless, presents an 83 % improvement when compared with 6M13, with the EBITDA Margin increasing 10 p.p. YoY.
Sales and services rendered in this segment continue focused in the external market, with Portugal representing only 15 % of the total sales.
EBITDA in the 6M14 was negative in only 3 million euros (16 million euros in the 6M13), reflecting an increase of around 83 % YoY.
Negative Financial Results of 7 million euros and Provision & Impairment Losses of 8 million euros decisively contribute to the period Net Profit, which totalled -22 million euros (-37 million euros in the 6M13).
Net Financial Debt in the Metallic Construction area at the end of the first half 2014 reaches 133 million euros (127 million euros at the end of 2013).
Total Capex in the 6M14 was around 8 million euros, corresponding mainly to the investment being made by this segment in Brazil.
SOLAR
ACTIVITY
The backlog of turnkey projects (signed) is 227 million euros, with Europe and Asia representing 66 % of the total value.
RESULTS
| €M | Jun-14 | Jun-13 | VAR.% |
|---|---|---|---|
| Revenues | 53.5 | 163.1 | -67% |
| EBITDA | -12.1 | 12.0 | n.m. |
| EBITDA margin | -23% | 7% | -30.1 pp |
| Depreciation & Amortization | -1.3 | -1.5 | 14% |
| Provisions & Impairment Losses | -1.4 | -1.7 | 16% |
| EBIT | -14.8 | 8.9 | n.m. |
| EBIT margin | -28% | 5% | -33.2 pp |
| Financial Results | -1.9 | -7.8 | 75% |
| Profit before taxes | -16.8 | 1.1 | n.m. |
| Income tax | -0.1 | 1.2 | n.m. |
| Net Profit | -16.9 | 2.3 | n.m. |
| Attributable to non-controlling interests | -0.5 | 0.7 | n.m. |
| Attributable to Group | -16.4 | 1.6 | n.m. |
Revenues in the 6M14 registered a 67 % decrease YoY, reaching 54 million euros, versus 163 million euros registered in the 6M13. This decrease is the result of the delay in some projects, namely in the United Kingdom, Chile and Jordan.
The activity in this segment continues focused in the external market, which represents more than 70 % of the total sales, as can be seen in the chart below.
EBITDA in the 6M14 was negative in 12 million euros (positive 12 million euros in the 6M13), which represents a drop in the EBITDA margin of 30 p.p. (from 7 % in the 6M13 to -23 % in the 6M14). For the negative performance significantly contributed the
strong decrease in the activity level, consultancy and legal support costs supported in the USA within the recovery process of one of its subsidiaries – Martifer Solar USA, INC, as well as additional costs in some projects.
Financial results in the 6M14 registered a 6 million euros improvement, reaching, at the end of the semester, -2 million euros (-8 million euros in the 6M13).
Net Profit in the period is negative in 17 million euros (positive in 2 million euros YoY).
Net Debt at the end of the 6M14 reaches 61 million euros, 10 million euros above the value at the end of 2013.
RE DEVELOPER
ACTIVITY
Martifer Renewables has currently 80 MW of wind farms in operation, from which 49 MW with contribution to revenues. The revenues from the wind farms in Portugal, with a 31 MW capacity, by being held at 50 %, contribute to the results through equity method.
RESULTS
| €M | Jun-14 | Jun-13 | VAR.% |
|---|---|---|---|
| Revenues | 19.4 | 10.4 | 85% |
| EBITDA | 11.0 | 6.3 | 75% |
| EBITDA margin | 57% | 60% | -3.5 pp |
| Depreciation & Amortization | -3.3 | -2.6 | -25% |
| Provisions & Impairment Losses | -0.8 | -12.4 | 94% |
| EBIT | 6.9 | -8.7 | n.m. |
| EBIT margin | 36% | -84% | 119.4 pp |
| Financial Results | 0.5 | 10.5 | -95% |
| Profit before taxes | 7.4 | 1.8 | >100% |
| Income tax | -1.8 | -0.1 | <-100% |
| Net Profit | 5.6 | 1.7 | >100% |
| Attributable to non-controlling interests | 3.1 | -0.2 | n.m. |
| Attributable to Group | 2.4 | 1.9 | 31% |
Total Revenues of the RE Developer in the 6M14 reached 19 million euros (10 million euros in the 6M13), influenced not only by the wind farms and solar parks in operation in the period, totalling 49 MW, but also by the sale of wind farms in Brazil.
EBITDA reached 11 million euros in the 6M14 (6 million euros YoY).
Net Profit at the end of 6M14 was positive in 6 million euros, when in the 6M13, Martifer Renewables registered a Net Profit of around 2 million euros.
Net Debt at the end of the 6M14 was 9 million euros (13 million euros at the end of 2013).
04 Share Price Performance
04 | SHARE PRICE PERFORMANCE
SHARE PRICE TREND
Source: Reuters
TRADED VOLUME ('000 shares)
Source: Reuters
At the end of the 6M14, Martifer shares dropped around 18.98 % with the PSI-20, Euronext Lisbon's main index, increasing approximately 3.7 % when compared with the end of 2013. Martifer's share price closed the 6M14 at 0.559 €/share. The maximum price achieved was 1.20 €/share and minimum 0.534 €/share.
The average volume of stocks traded daily during the 6M14 was 73,828 shares (27,799 YoY).
Martifer's market value at 30 June 2014 was 55 million euros..
05 Future Prospects
05 | FUTURE PROSPECTS
The Group keeps its focus on the goals defined for 2014:
- Decrease of the debt through the sale of non core assets
- Increase in operational efficiency
- Growth in the order book, leveraged by the creation of partnerships
- Strengthening of the capital structure
The Board believes that the results of these goals will be visible in the second half of 2014, despite all adversities Martifer has been facing.
Oliveira de Frades, 27 August 2014
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Mário Rui Rodrigues Matias (Member of the Board of Directors) Luís Filipe Cardoso da Silva (Member of the Board of Directors)
Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
MANDATORY INFORMATION
SHAREHOLDINGS OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
In accordance with articles 447 and 448 of the Portuguese Companies Code, the securities issued by Martifer SGPS, SA and companies dominated by it, held by members of the governing bodies in the period from 1 January 2014 through to 30 June 2014, are the following:
| HOLDER | GOVERNING BODY | NUMBER OF SHARES HELD ON 30/06/2014 |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 70,030 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| I'M – SGPS, S.A. * | Board of Directors | 42,697,047 |
| Arnaldo José Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| Luís Filipe Cardoso da Silva | Board of Directors | 2,000 |
| MOTA-ENGIL, SGPS, S.A. ** | Board of Directors | 37,500,000 |
| Luís Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Mário Rui Rodrigues Matias | Board of Directors | - |
| Manuel Simões de Carvalho e Silva | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| João Carlos Tavares Ferreira de Carreto Lages | Supervisory Board | - |
| Hermínio António Paulos Afonso | Statutory Auditor, representing PricewaterhouseCoopers |
- |
| José Carreto Lages | Chairman of the General Meeting | - |
* Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins are holders of the share capital of I'M SGPS, SA and are, respectively, its Chairman of the Board of Directors and Director.
** Directors Arnaldo José Nunes da Costa Figueiredo and Luís Filipe Cardoso are Directors of MOTA-ENGIL, SGPS, S.A.
EVENTS DESCRIBED IN ARTICLE 447 OF THE PORTUGUESE COMPANIES CODE
| NAME OF THE MEMBER OF THE GOVERNING BODY |
GOVERNING BODY | SHARES HELD AT 30/06/2014 |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 70,030 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| Mário Rui Rodrigues Matias | Board of Directors | - |
| Arnaldo Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| Luís Filipe Cardoso da Silva | Board of Directors | 2,000 |
| Luis António de Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Manuel Simões de Carvalho e Silva | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| João Carlos Ferreira de Carreto Lages | Supervisory Board | - |
| Juvenal Pessoa Miranda | Supervisory Board | - |
Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins, respectively Chairman and Vice-Chairman of the Board of Directors, besides the shares held as described above, are sole equal shareholders of I'M SGPS, SA, that, on 30 June 2014, held a total of 42,697,047 shares of Martifer SGPS, S.A.
During 2013, there were no share transactions by the members of the governing bodies.
HOLDERS OF QUALIFYING SHAREHOLDINGS
According to paragraph 1b) of article 8 of CMVM regulation number 5/2008, and fulfilling article 448 of the Portuguese Companies Code, the following is the list of qualifying shareholders, with an indication of number of shares and percentage of voting rights held, calculated according to article 20 of the Securities Code (CMVM), as of 30 June 2014:
| SHAREHOLDERS | NR. OF SHARES | % OF SHARE CAPITAL | % OF VOTING RIGHTS1 |
|---|---|---|---|
| I'M – SGPS, SA | 42,697,047 | 42.70% | 43.66% |
| Carlos Manuel Marques Martins* | 70,030 | 0.07% | 0.07% |
| Jorge Alberto Marques Martins* | 230,260 | 0.23% | 0.24% |
| Total Imputable to I'M – SGPS, SA | 42,997,337 | 43.00% | 43.97% |
| Mota-Engil – SGPS, SA | 37,500,000 | 37.50% | 38.35% |
| Arnaldo José Nunes da Costa Figueiredo ** | 3,000 | 0.00% | 0.00% |
| Luís Filipe Cardoso da Silva ** | 2,000 | 0.00% | 0.00% |
| Total Imputable to Mota-Engil , SGPS, SA | 37,505,000 | 37.51% | 38.35% |
1 % Voting rights = Number shares / (Nr. Total shares – Own shares)
* Holder of a position in the Governing Bodies of I'M SGPS, SA
** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA
STATEMENT OF COMPLIANCE ACCORDING TO ARTICLE 245, NUMBER 1, PARAGRAPH C) OF THE SECURITIES CODE (CMVM)
Dear Shareholders,
According to article 245, number 1, paragraph c) of the Securities Code (CMVM) and to the best of our knowledge:
(i) The information contained in the consolidated management report faithfully reports the evolution of trading, the performance and the position of Martifer SGPS SA and of the companies in its consolidation perimeter and contains a description of the main risks and uncertainties facing its business; and
(ii) The information contained in its financial statements and accompanying notes, was prepared in accordance with the applicable accounting practices, giving a true and fair view of the assets, liabilities, financial position and financial results of Martifer SGPS SA, and of the companies included in its consolidation perimeter.
Oliveira de Frades, 27 August 2014
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Mário Rui Rodrigues Matias (Member of the Board of Directors) Luís Filipe Cardoso da Silva (Member of the Board of Directors)
Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
INTERIM CONSOLIDATED FINANCIAL INFORMATION
05 Interim Consolidated Financial Statements
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 1ST HALF OF 2014 AND 2013 AND FOR THE QUARTERS ENDED 30 JUNE 2014 AND 2013
(amounts expressed in Euros)
(Translation of consolidated financial statements originally issued in Portuguese - note 31)
| NOTES | ST HALF 2014 1 (NON AUDITED) |
ST HALF 2013 1 (NON AUDITED) |
ND QUARTER 2 2014 (NON AUDITED) |
ND QUARTER 2 2013 (NON AUDITED) |
|
|---|---|---|---|---|---|
| Sales and services rendered | 3 and 4 | 143,461,797 | 273,377,531 | 57,464,632 | 147,097,541 |
| Other income | 5 | 23,571,042 | 25,372,833 | 16,936,498 | 18,641,532 |
| Cost of goods sold | 6 | (50,634,414) | (114,819,995) | (19,112,642) | (66,489,713) |
| Subcontractors | 7 | (33,019,585) | (74,852,709) | (13,402,623) | (36,596,908) |
| External supplies and services | 8 | (40,122,068) | (51,306,568) | (21,048,265) | (33,907,098) |
| Staff costs | 9 | (37,612,735) | (41,042,507) | (18,631,878) | (20,471,830) |
| Other operational gains and losses | 10 | (8,960,293) | (14,424,958) | (5,453,536) | (8,591,419) |
| (3,316,256) | 2,303,627 | (3,247,814) | (317,895) | ||
| Amortizations | 3 | (8,794,377) | (8,700,091) | (4,323,855) | (4,237,236) |
| Provisions | 11 | (9,521,389) | (3,404,563) | (9,517,194) | (3,007,947) |
| Impairment losses | 11 | (636,336) | (17,648,186) | (597,644) | (17,027,118) |
| Operating income | (22,268,358) | (27,449,213) | (17,686,507) | (24,590,196) | |
| Financial income | 12 | 4,062,087 | 16,844,786 | 1,875,836 | 13,176,807 |
| Financial expenses | 12 | (17,898,878) | (26,309,743) | (8,441,090) | (15,214,931) |
| Gains / (losses) on associated companies and joint arrangements |
13 | (126,853) | (9,932,462) | (551,059) | (6,171,192) |
| Profit before tax | (36,232,002) | (46,846,632) | (24,802,820) | (32,799,512) | |
| Income tax | 14 | (2,032,890) | (1,830,432) | (1,069,368) | (1,852,121) |
| Profit after tax | (38,264,893) | (48,677,064) | (25,872,188) | (34,651,633) | |
| Earnings of Non-current assets held for sale Attributable to: |
- | - | - | (158,086) | |
| non-controlling interests | - | - | - | - | |
| owners of Martifer | - | - | - | (158,086) | |
| Profit for the year | (38,264,893) | (48,677,064) | (25,872,188) | (34,809,718) | |
| Attributable to: | |||||
| non-controlling interests | 21 | (7,773,650) | 1,469,861 | (5,710,303) | 1,182,038 |
| owners of Martifer | (30,491,243) | (50,146,924) | (20,161,887) | (35,991,755) | |
| Earnings per share: | |||||
| Basic | 15 | (0.3118) | (0.5128) | (0.2063) | (0.3681) |
| from continuing operations | (0.3118) | (0.5128) | (0.2063) | (0.3665) | |
| from Non-current assets held for sale | - | - | - | (0.0016) | |
| Diluted | 15 | (0.3118) | (0.5128) | (0.2063) | (0.3681) |
| from continuing operations | (0.3118) | (0.5128) | (0.2063) | (0.3665) | |
| from Non-current assets held for sale | - | - | - | (0.0016) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 1ST HALF OF 2014 AND 2013 AND FOR THE QUARTERS ENDED 30 JUNE 2014 AND 2013
(amounts expressed in Euros)
(Translation of consolidated financial statements originally issued in Portuguese - note 31)
| ST HALF 2014 1 (NON AUDITED) |
ST HALF 2013 1 (NON AUDITED) |
ND QUARTER 2 2014 (NON AUDITED) |
ND QUARTER 2 2013 (NON AUDITED) |
|---|---|---|---|
| (34,809,718) | |||
| (454,247) | 911,827 | (298,135) | 418,737 |
| 5,100,294 | (5,405,629) | 5,151,583 | (5,307,545) |
| 4,646,047 | (4,493,801) | 4,853,448 | (4,888,807) |
| (33,618,846) | (53,170,866) | (21,018,741) | (39,698,526) |
| (6,660,655) | 963,854 | (4,473,350) | 615,372 |
| (26,958,191) | (54,134,720) | (16,545,391) | (40,313,898) |
| (38,264,893) | (48,677,064) | (25,872,189) |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2014 AND 31 DECEMBER 2013
(amounts expressed in Euros)
(Translation of consolidated financial statements originally issued in Portuguese - note 31)
| NOTES | 30 JUNE 2014 (NON AUDITED) |
31 DECEMBER 2013 (AUDITED) |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 12,912,935 | 12,909,431 | |
| Intangible assets | 6,203,192 | 7,503,472 | |
| Tangible assets | 213,437,695 | 209,544,798 | |
| Investment property | 16,232,578 | 16,195,865 | |
| Financial assets under the equity method | 16 | 40,184,893 | 41,282,069 |
| Available for sale investments | 17 | 1,899,749 | 575,621 |
| Other non-current receivables | 18 | 73,153,342 | 92,479,001 |
| Deferred tax assets | 15,772,249 | 14,360,132 | |
| 379,796,633 | 394,850,389 | ||
| Current assets | |||
| Inventories | 23,290,186 | 26,515,807 | |
| Trade receivables | 18 | 105,428,030 | 121,615,674 |
| Other receivables | 18 | 68,226,301 | 51,455,759 |
| Income tax | 1,706,482 | 1,779,777 | |
| Current tax assets | 15,962,728 | 17,396,316 | |
| Other current assets | 19 | 90,229,711 | 104,115,097 |
| Cash and cash equivalents | 36,984,807 | 38,843,709 | |
| Derivatives | 1,561 | 388,468 | |
| Non-current assets held for sale | 20 | 31,062,427 | 30,812,048 |
| 372,892,233 | 392,922,655 | ||
| Total assets | 752,688,866 | 787,773,044 | |
| EQUITY | |||
| Issued capital | 21 | 50,000,000 | 50,000,000 |
| Share premium | 186,500,000 | 186,500,000 | |
| Treasury stock | (2,868,519) | (2,868,519) | |
| Reserves | (99,052,220) | (64,654,736) | |
| Profit for the year | (30,491,243) | (68,961,164) | |
| Equity attributable to owners of Martifer | 104,088,018 | 100,015,581 | |
| Non-controlling interests Non-controlling interests attributable to non-current assets held for sale |
21 20 |
18,629,578 - |
36,784,990 2,891,441 |
| Total equity | 122,717,596 | 139,692,012 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 22 | 241,234,522 | 222,842,770 |
| Obligation under finance leases | 13,657,603 | 13,917,683 | |
| Other non-current liabilities | 23 | 16,363,257 | 13,725,090 |
| Provisions | 24 | 22,482,987 | 22,326,882 |
| Deferred tax liabilities | 2,150,889 | 1,494,669 | |
| 295,889,258 | 274,307,094 | ||
| Current liabilities | |||
| Borrowings | 22 | 128,316,245 | 133,751,722 |
| Obligation under finance leases | 4,112,310 | 4,357,014 | |
| Trade payables | 23 | 100,177,136 | 130,031,422 |
| Other payables | 23 | 32,902,351 | 28,851,369 |
| Income tax | 2,135,748 | 3,278,785 | |
| Current tax liabilities | 18,572,710 | 15,325,642 | |
| Other current liabilities | 25 | 47,637,098 | 46,827,457 |
| Derivatives | 228,414 | 164,254 | |
| Liabilities related with Non-current assets held for sale | 20 | - | 11,186,273 |
| Total liabilities | 334,082,012 629,971,270 |
373,773,938 648,081,032 |
|
| Total equity and liabilities | 752,688,866 | 787,773,044 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 1ST HALF OF 2014 AND 2013
(amounts expressed in Euros)
(Translation of consolidated financial statements originally issued in Portuguese - note 31)
| FAIR VALUE RESERVES |
FOREIGN | NET PROFIT | EQUITY ATTRIBUTABLE |
NON | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ISSUED CAPITAL |
SHARE PREMIUM |
TREASURY STOCK |
CASH FLOW EQUITY HEDGE DERIVATIVES |
CURRENCY TRANSLATION RESERVES |
OTHER RESERVES |
OF THE YEAR |
TO OWNERS OF THE PARENT |
CONTROLLING INTERESTS |
TOTAL EQUITY |
|
| Balance at 1 January 2013 Appropriation of the profit of 2012 |
- | 50,000,000 186,500,000 (2,868,519) - |
- | (902,433) - |
(18,903,670) | - (55,852,988) | 18,306,920 (55,852,988) 55,852,988 |
176,279,311 - |
50,975,912 - |
227,255,223 - |
| Comprehensive income for the year: | ||||||||||
| Profit for the year | - | - | - | - | - | - (50,146,924) | (50,146,924) | 1,469,861 (48,677,063) | ||
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (4,155,144) | - | - | (4,155,144) | (543,805) | (4,698,950) |
| Exchange differences arising on goodwill | - | - | - | - | (702,691) | - | - | (702,691) | (3,988) | (706,679) |
| Other changes in equity of subsidiaries | - | - | - | 870,041 | - | - | - | 870,041 | 41,786 | 911,827 |
| Total comprehensive income for the year | - | - | - | 870,041 | (4,857,836) | - (50,146,924) | (54,134,719) | 963,854 (53,170,864) | ||
| Other changes in equity of subsidiaries | - | - | - | - | - | 375,785 | - | 375,785 | 282,426 | 658,211 |
| Changes in the consolidation perimeter | - | - | - | - | - | (4,239) | - | (4,239) | (74,149) | (78,387) |
| Non-controlling interests transactions | - | - | - | - | - | (2,374,146) | - | (2,374,146) | 745,067 | (1,629,078) |
| Balance at 30 June 2013 | 50,000,000 186,500,000 (2,868,519) | (32,392) | (23,761,506) (39,548,667) | (50,146,924) | 120,141,993 | 52,893,111 | 173,035,104 | |||
| Balance at 1 January 2014 | 50,000,000 186,500,000 (2,868,519) | 307,575 | (21,990,557) (42,971,754) | (68,961,164) | 100,015,581 | 39,676,431 | 139,692,012 | |||
| Appropriation of the profit of 2013 | - | - | - | - | - (68,961,164) | 68,961,164 | - | - | - | |
| Comprehensive income for the year: | ||||||||||
| Profit for the year | - | - | - | - | - | - (30,491,243) | (30,491,243) | (7,773,650) | (38,264,893) | |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | 3,891,147 | - | - | 3,891,147 | 1,205,643 | 5,096,790 |
| Exchange differences arising on goodwill | - | - | - | - | 1,927 | - | - | 1,927 | 1,577 | 3,503 |
| Other changes in equity of subsidiaries | - | - | - | (360,021) | - | - | - | (360,021) | (94,225) | (454,247) |
| Total comprehensive income for the year | - | - | - | (360,021) | 3,893,074 | - (30,491,243) | (26,958,191) | (6,660,655) | (33,618,846) | |
| Other changes in equity of subsidiaries | - | - | - | - | - | (4,652,795) | - | (4,652,795) | (3,839,021) | (8,491,816) |
| Changes in the consolidation perimeter | - | - | - | - | - | 27,688 | - | 27,688 | (2,891,441) | (2,863,753) |
| Non-controlling interests transactions | - | - | - | - | - | 35,655,735 | - | 35,655,735 | (7,655,735) | 28,000,000 |
| Balance at 30 June 2014 | 50,000,000 186,500,000 (2,868,519) | (52,447) | (18,097,483) (80,902,289) | (30,491,243) | 104,088,019 | 18,629,578 | 122,717,596 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 1ST HALF OF 2014 AND 2013 AND FOR THE QUARTERS ENDED 30 JUNE 2014 AND 2013
(amounts expressed in Euros)
(Translation of consolidated financial statements originally issued in Portuguese - note 31)
| ST HALF 2014 1 (NON AUDITED) |
ST HALF 2013 1 (NON AUDITED) |
ND QUARTER 2 2014 (NON AUDITED) |
ND QUARTER 2 2013 (NON AUDITED) |
|
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Receipts from customers | 218,973,731 | 328,373,592 | 85,076,197 | 174,116,025 |
| Payments to suppliers | (176,997,439) | (277,063,500) | (76,990,473) | (145,169,664) |
| Payments to employees | (35,712,802) | (39,220,738) | (17,992,882) | (19,645,666) |
| Cash generated from operations | 6,263,490 | 12,089,354 | (9,907,158) | 9,300,695 |
| Income tax paid | (3,798,730) | 435,409 | (2,514,346) | (302,036) |
| Other receipts/(payments) relating to operating activities | (12,256,101) | (3,194,318) | (11,287,061) | (3,854,469) |
| Cash generated from other operating activities | (16,054,830) | (2,758,909) | (13,801,408) | (4,156,505) |
| Net cash generated by operating activities (1) | (9,791,340) | 9,330,445 | (23,708,566) | 5,144,190 |
| INVESTING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Financial assets | 278,195 | 6,619,520 | 278,195 | 6,481,740 |
| Intangible assets | 711,122 | 134,427 | 465,277 | 132,263 |
| Tangible assets | 8,412,934 | 1,182,660 | 5,816,951 | 398,917 |
| Investment grants | 134,173 | - | 128,668 | - |
| Interest and similar income | 461,505 | 1,648,406 | 106,939 | 991,477 |
| Others | 3,068,550 | 95,690 | 2,712,755 | 33,831 |
| 13,066,479 | 9,680,703 | 9,508,784 | 8,038,228 | |
| Payments arising from: | ||||
| Financial assets | - | (1,622,859) | - | (1,122,859) |
| Intangible assets | (140,968) | (1,617,529) | 49,423 | - |
| Tangible assets | (9,051,905) | (7,122,212) | (4,678,742) | (1.174.647) |
| Others | (136,304) | (186,898) | 143,265 | (185,300) |
| (9,329,177) | (10,549,498) | (4,486,054) | (2,482,805) | |
| Net cash generated by investing activities (2) | 3,737,302 | (868,795) | 5,022,730 | 5,555,423 |
| FINANCING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Borrowings | 259,116,058 | 285,753,308 | 140,596,300 | 194,221,241 |
| Issue of equity shares, supplementary capital and share premiums | 15,000,000 | - | 15,000,000 | - |
| Others | 1,459 | 1,382,244 | (1,233,785) | 877,920 |
| 274,117,517 | 287,135,552 | 154,362,515 | 195,099,161 | |
| Payments arising from: | ||||
| Borrowings | (246,159,783) | (285,003,163) | (132,440,652) | (197,242,378) |
| Leasings | (504,784) | (746,462) | (294,508) | - |
| Interest and similar costs | (12,969,146) | (7,736,824) | (6,245,717) | (2,473,617) |
| Reduction of capital and other reserves | (10,209,031) | - | (10,209,031) | - |
| Others | (1,230,318) | (1,597,196) | 178,845 | (1,042,206) |
| (271,073,062) | (295,083,645) | (149,011,063) | (200,758,201) | |
| Net cash generated by financing activities (3) | 3,044,455 | (7,948,093) | 5,351,452 | (5,659,040) |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) | (3,009,583) | 513,557 | (13,334,384) | 5,040,573 |
| Changes in the consolidation perimeter and others | 788,435 | (3,929,971) | 788,435 | (3,476,192) |
| Effect of foreign exchange currencies | 362,246 | (426,527) | (51,602) | (400,621) |
| Cash and cash equivalents at the beginning of the period | 38,843,709 | 38,024,569 | 49,582,358 | 33,017,868 |
| Cash and cash equivalents at the end of the period | 36,984,807 | 34,181,628 | 36,984,807 | 34,181,628 |
06 Notes to Interim Consolidated Financial Statements
06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTORY NOTE
Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as its main activity the construction of steel infrastructures and solar activity - which focuses on the development of photovoltaic projects, the installation of turnkey photovoltaic parks or under the EPC and the development of architectural integration projects and microgeneration. They also have other activities which highlight the promotion and development of renewable energy projects (Note 3).
Martifer SGPS was incorporated on 29 October 2004, its share capital having been realized through the delivery of shares, valued at its market value, that the shareholders held in Martifer - Construções, S.A., a company that was incorporated in 1990 and which, at that time, was the holding company of the current Martifer Group.
As of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.
At 30 June 2014, the Group has developed its activity in Portugal, Spain, Slovakia, Romania, Czech Republic, Angola, Brazil, Greece, United States of America, Mozambique, Ireland, Italy, Belgium, Bulgaria, Netherlands, France, Morocco, United Kingdom, Canada, Mexico, Saudi Arabia, Germany, Chile, Ecuador, Ukraine, Turkey, Senegal, Singapore, India, Malta and Japan.
The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2013.
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 2014. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been endorsed by the European Union.
The interim consolidated financial report for the period ended at 30 June 2014 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 2013 and disclosed in the corresponding notes.
The following standards, interpretations, amendments and revisions endorsed by the European Union and with mandatory effects from 31 December 2013, have been adopted for the first time in the current year:
| EFFECTIVE DATE | |
|---|---|
| IAS 32 – Financial Instruments: Presentation | 01-01-14 |
| IAS 36 – Impairment of Assets | 01-01-14 |
| IAS 39 – Financial Instruments: Recognition and Measurement | 01-01-14 |
| Changes in IFRS 10, 11 and IAS 27: Investment Entities | 01-01-14 |
| IFRS 10 – Consolidated Financial Statements | 01-01-14 |
| IFRS 11 – Joint Arrangements | 01-01-14 |
| IFRS 12 – Disclosure of Interests in Other Entities | 01-01-14 |
| Changes in IFRS 10, 11 and IAS 27: Transition | 01-01-14 |
| IAS 27 – Separate Financial Statements | 01-01-14 |
| IAS 28 – Investments in Associates | 01-01-14 |
The amendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force during the period ended in 30 June 2014 had no significant impact on the Group's consolidated financial statements.
The consolidated financial statements were presented in Euros since this is the main currency of the Group's operations.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were performed taking into consideration the best knowledge available at the financial statements approval date of the events and the dealings in progress.
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 30 June 2014 and 31 December 2013 are as follows:
COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | 2013 |
| 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% | 100.00% |
| Martifer Gestiune Si Servicii, S.R.L. | Bucharest | Martifer Inovação Roménia |
100.00% | - | 100.00% | 100.00% |
| Martifer Metallic Constructions SGPS, S.A. | Oliveira de Frades | Martifer Metallic Constructions |
75.00% | - | 75.00% | 100.00% |
| Martifer - Construções Metalomecânicas, S.A. | Oliveira de Frades | Martifer Construções | - | 75.00% | 75.00% | 100.00% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
Dublin | MMECC 1) | - | 45.00% | 45.00% | 60.00% |
| Martifer – Construcciones Metálicas España, S.A. | Madrid | Martifer Espanha | - | 75.00% | 75.00% | 100.00% |
| Martifer – Construções Metálicas Angola, S.A. | Luanda | Martifer Angola | - | 59.06% | 59.06% | 78.75% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 75.00% | 75.00% | 100.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 75.00% | 75.00% | 100.00% |
| Martifer Constructions, SAS | Rungis | Martifer França | - | 75.00% | 75.00% | 100.00% |
| Martifer Constructii SRL | Bucharest | Martifer Constructii | - | 75.00% | 75.00% | 100.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 75.00% | 75.00% | 100.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Martifer Konstrukcje | - | 75.00% | 75.00% | 100.00% |
| Martifer Slovakia S.R.O. | Bratislava | Martifer Slovakia | - | 75.00% | 75.00% | 100.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria-a-Velha | Madeiras do Vouga | - | 75.00% | 75.00% | 100.00% |
| Martifer - Gestão de Investimentos, S.A. | Oliveira de Frades | MGI | - | 75.00% | 75.00% | 100.00% |
| COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL 2013 Nagatel Viseu, Promoção Imobiliária, S.A. Oliveira de Frades Nagatel Viseu - 75.00% 75.00% 100.00% Martifer Retail & Warehousing Angola, S.A. Luanda Martifer Retail Angola - 75.00% 75.00% 100.00% Martifer - Alumínios, S.A. Oliveira de Frades Martifer Alumínios - 75.00% 75.00% 100.00% Martifer Alumínios Angola, S.A. Luanda Martifer Alumínios Angola - 75.00% 75.00% 100.00% Martifer Aluminium Pty, Ltd Sidney Sassall - 75.00% 75.00% 100.00% Martifer Aluminium Martifer Aluminium Limited Dublin - 75.00% 75.00% 100.00% Irlanda Martifer Aluminium Reino Martifer Aluminium UK Limited London - 75.00% 75.00% 100.00% Unido Martifer Aluminium Martifer Aluminium SAS Rungis - 75.00% 75.00% 100.00% França 99.99% Martifer Alumínios Ltda São Paulo Martifer Alumínios Brasil - 74.99% 74.99% Martifer UK Limited London Martifer UK - 75.00% 75.00% 100.00% MT Construction Maroc, S.A.R.L. Tangier Martifer Marrocos - 75.00% 75.00% 100.00% 99.80% Martifer - Construções Metálicas, Ltda. Fortaleza Martifer Brasil - 74.85% 74.85% Saudi Martifer Constructions LLC Riyadh Martifer Arábia Saudita - 75.00% 75.00% 100.00% Martifer Beteiligungsverwaltungs GmbH Vienna Martifer GmbH 100.00% - 100.00% 100.00% M City Gliwice Sp. Zo.o Gliwice M City Gliwice - 75.00% 75.00% 100.00% Martifer Energy Systems Martifer Energy Systems II, SGPS, S.A. Oliveira de Frades 100.00% - 100.00% 100.00% II Martifer Energia S.R.L. Bucharest Martifer Energia Roménia - 100.00% 100.00% 100.00% Martifer Energia LLC Kiev Martifer Energia Ucrânia - 100.00% 100.00% 100.00% Martifer Wind Energy Systems LLC San Angelo TX Martifer Wind USA - 100.00% 100.00% 100.00% Martifer Energia África do Martifer Energy Systems PTY Cape Town - 85.00% 85.00% 85.00% Sul Navalria – Docas, Construções e Reparações Navais, S.A. Aveiro Navalria - 100.00% 100.00% 100.00% Gebox, S.A. Ílhavo Gebox - 100.00% 100.00% 100.00% West Sea - Estaleiros Navais, Lda. Oliveira de Frades West Sea - 100.00% 100.00% 100.00% Martifer Global SGPS, S.A. Oliveira de Frades Martifer Global 100.00% - 100.00% 100.00% Martifer Construcciones Peru, S.A. Lima Martifer Peru - 100.00% 100.00% 100.00% Global Holding Limited Zebbug Global Holding Limited - 100.00% 100.00% 100.00% Global Engineering & Construction Limited Zebbug Global Engineering - 100.00% 100.00% 100.00% Martifer Solar SGPS, S.A. Oliveira de Frades Martifer Solar SGPS 100.00% - 100.00% 100.00% Martifer Solar, S.A. Oliveira de Frades Martifer Solar - 55.00% 55.00% 55.00% Martifer Solar Sistemas Martifer Solar Sistemas Solares, S.A. Madrid - 55.00% 55.00% 55.00% Solares Solar Parks Construccion Parques Solares ETVE, S.A. Madrid Solar Parks - 55.00% 55.00% 55.00% Parque Solar Seseña III, S.L. Madrid Seseña III - 55.00% 55.00% 55.00% MTS Solar Sistemas Solares, S.A. Mexico City Martifer Solar México - 54.45% 54.45% 54.45% Martifer Solar Chile Holding, Lda Santiago do Chile Martifer Solar Chile - 55.00% 55.00% 55.00% Martifer Solar Chile Operaciones Limitada Santiago do Chile Solar Chile Operaciones - 55.00% 55.00% 55.00% Martifer Solar Sistemas Solares Equador S.A. Sangolquí Martifer Solar Equador - 54.45% 54.45% 54.45% Martifer Solar Servicios Martifer Solar Servicios México Mexico City - 55.00% 55.00% 55.00% México Martifer Solar S.R.L. Milan Martifer Solar Itália - 55.00% 55.00% 55.00% MTS1 S.R.L. Syracuse MTS1 - 55.00% 55.00% 55.00% MTS2 S.R.L. Syracuse MTS2 - 55.00% 55.00% 55.00% MTS3 S.R.L. Syracuse MTS3 - 55.00% 55.00% 55.00% Martifer Solar RO S.R.L. Bucharest Martifer Solar Roménia - 55.00% 55.00% 55.00% Martifer Solar Inc. S. Francisco CA Martifer Inc. - 55.00% 55.00% 55.00% Martifer Solar USA, Inc. Santa Monica CA AEM - 54.61% 54.61% 54.61% Solar Aurora 1) Martifer Aurora Solar, LLC Santa Monica CA - 54.07% 54.07% 54.07% Silverado 1) MT Silverado Fund I LLC S. Francisco CA - 31.42% 31.42% 31.42% Martifer Solar Finance LLC S. Francisco CA Martifer Solar Finance - 55.00% 55.00% 55.00% PVI 1) Martifer Solar Hellas, A.T.E. Athens - 39.13% 39.13% 39.13% Martifer Solar Angola 1) Martifer Solar Angola Luanda - 41.25% 41.25% 41.25% Martifer Solar N.V. Deerlijk Martifer Solar Bélgica - 55.00% 55.00% 55.00% Martifer Solar UK Limited London Martifer Solar UK - 55.00% 55.00% 55.00% Martifer Solar S.A.S. Lyon Martifer Solar França - 55.00% 55.00% 55.00% Martifer Solar República Martifer Solar CZ Prague - 55.00% 55.00% 55.00% Checa Home Energy France SAS Lyon Home Energy França - 55.00% 55.00% 55.00% |
PERCENTAGE OF SHARE CAPITAL HELD | |||
|---|---|---|---|---|
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | 2013 |
| Eviva Nalbant S.R.O. | Bucharest | Eviva Nalbant | - | 100.00% | 100.00% | 100.00% |
| Eviva Agighiol S.R.L. | Bucharest | Eviva Agighiol | - | 99.00% | 99.00% | 99.00% |
| Eviva Casimcea S.R.O. | Bucharest | Eviva Casimcea | - | 99.00% | 99.00% | 99.00% |
| Premium Management Consulting, S.R.L. | Bucharest | Premium Management | - | 85.00% | 85.00% | 85.00% |
| MW Topolog, S.R.L. | Bucharest | MW Topolog | - | 99.00% | 99.00% | 99.00% |
| Martifer Renewables, S.A. | Gliwice | Eviva Polónia | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Pty, Ltd. | Sidney | Eviva Austrália | - | 100.00% | 100.00% | 100.00% |
| Eviva Beteiligungsverwaltungs GmbH | Vienna | Eviva GmbH | - | 100.00% | 100.00% | 100.00% |
| Eviva Hidro S.R.L. | Bucharest | Eviva Hidro | 1.00% | 99.00% | 100.00% | 100.00% |
| Martifer Deutschland GmbH | Berlin | Martifer Deutschland | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Wind Odrzechowa | - | 100.00% | 100.00% | 100.00% |
| Eviva Gizalki Sp. Zo.o | Miastko | Eviva Gizalki | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Bukowsko Sp. Zo.o | Gliwice | Wind Farm Bukowsko | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Markowa Sp. Zo.o | Gliwice | Wind Farm Markowa | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Lada Sp. Zo.o | Gliwice | Wind Farm Lada | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Jawornik Sp. Zo.o | Gliwice | Wind Farm Jawornik | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Piersno Sp. Zo.o | Gliwice | Wind Farm Piersno | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Oborniki Sp. Zo.o | Gliwice | Wind Farm Oborniki | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Brazil B.V. | Amsterdam | Renewables Holanda | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Investments ETVE, S.A. | Madrid | Eurocab 21 | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Italy BV | Amsterdam | Renewables Italy Holanda |
- | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Brasil Participações LTDA | Fortaleza | Martifer Renewables Brasil |
- | 100.00% | 100.00% | 100.00% |
| Vesto EAD | Varna | Vesto | - | - | - | 100.00% |
| DVP1 Limited | Varna | DVP1 | - | - | - | 100.00% |
| DVP2 Limited | Varna | DVP2 | - | - | - | 100.00% |
| Martifer Renováveis - Geração de Energia e Participações S.A. |
Fortaleza | Ventania | - | 55.00% | 55.00% | 55.00% |
| Eólica Cajueiro da Praia, Ltda . | Fortaleza | Cajueiro | - | 55.00% | 55.00% | 55.00% |
| Eólica Coqueirais, Ltda. | Fortaleza | Cacimbas | - | 55.00% | 55.00% | 55.00% |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. |
Fortaleza | SBER 1) | - | 41.25% | 41.25% | 41.25% |
| Melosa – Geração de Energia e Participações, Ltda. | Fortaleza | Melosa | - | 55.00% | 55.00% | 55.00% |
| Eólica Paraipaba, Ltda . | Fortaleza | Paraipaba | - | 55.00% | 55.00% | 55.00% |
| Eólica Chapadão, Ltda. | Fortaleza | Chapadão | - | 55.00% | 55.00% | 55.00% |
| Rosa dos Ventos - Geração e Comercialização de Energia, S.A |
Fortaleza | Rosa dos Ventos3) | - | - | - | 55.00% |
| Eólica Macaúbas, Ltda. | Fortaleza | Macaúbas | - | 54.99% | 54.99% | 54.99% |
| Eólica Sobradinho, Ltda. | Fortaleza | Sobradinho | - | 54.99% | 54.99% | 54.99% |
| MSPAR Energia e Participações, SA | Barueri | MSPAR | - | 100.00% | 100.00% | 55.00% |
| Martifer Renewables O&M Sp. z o.o. | Gliwice | Martifer Renewables O&M |
- | 52.00% | 52.00% | 52.00% |
1) The consolidation of these companies using the full consolidation method is a consequence of the Group having stepped shareholdings, but exercising control at each level.
2) Its prior designation was MTS Downs Farm Solar Limited.
3) This company was classified as an Non-current assets held for sale at 31 December 2013.
COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | 2013 |
| Metallic Construction | ||||||
| Associated companies: | ||||||
| Liszki Green Park, Sp. Zo.o | Gliwice | Liszki Green Park | - | 33.75% | 33.75% | 45.00% |
| Martifer Amal, S.A. | Nacala | Martifer Amal | - | 35.00% | 35.00% | 35.00% |
| Martifer Amal, S.A. | Oliveira de Frades |
Martifer Amal | - | 30.00% | 30.00% | 30.00% |
| Joint control companies: | ||||||
| Promoquatro – Investimentos Imobiliários, Lda. |
Oliveira de Frades |
Promoquatro | - | 37.50% | 37.50% | 50.00% |
| M City Bialystok Sp. Zo.o | Gliwice | M City Bialystok | - | 37.50% | 37.50% | 50.00% |
| M City Radom Sp. Zo.o | Gliwice | M City Radom | - | 37.50% | 37.50% | 50.00% |
| M. City Szczecin Sp. Z o.o. | Gliwice | M City Szczecin | - | 37.50% | 37.50% | 50.00% |
| Solar | ||||||
| Associated companies: | ||||||
| Parque Solar Seseña I, S.L. | Madrid | Seseña I | - | 20.63% | 20.63% | 20.63% |
| Canaverosa Renovables, SL | Madrid | Canaverosa | - | 26.94% | 26.94% | 26.94% |
| Empresa de Energia Renovable Maria del Sol Norte S.A. |
Santiago | Maria del Sol | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Uno SpA | Santiago | MSN Solar Uno | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Dos SpA | Santiago | MSN Solar Dos | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Tres SpA | Santiago | MSN Solar Tres | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Cuatro SpA | Santiago | MSN Solar Cuatro | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Cinco SpA | Santiago | MSN Solar Cinco | - | 26.95% | 26.95% | 26.95% |
| FTP Solar LLC | New York | FTP Solar | - | 20.57% | 20.57% | 20.57% |
| Others | ||||||
| Associated companies: | ||||||
| Nutre SGPS, S.A. | Oliveira de Frades |
Prio SGPS 2) | 49.00% | - | 49.00% | 49.00% |
| Nutre, S.A. | Oliveira de Frades |
Prio Foods 2) | - | 49.00% | 49.00% | 49.00% |
| Nutre - Industrias Alimentares, S.A. | Oliveira de Frades |
Prio Alimentar 2) | - | 49.00% | 49.00% | 49.00% |
| Nutre MZ. S.A. | Maputo | Nutre Moçambique 2) | - | 49.00% | 49.00% | 49.00% |
| Nutre Farming, S.R.L. | Bucharest | Nutre Farming Roménia 2) |
- | 49.00% | 49.00% | 49.00% |
| Prio Agromart S.R.L. | Bucharest | Prio Agromart 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Balta S.R.L. | Bucharest | Prio Balta 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Facaieni S.R.L. | Bucharest | Prio Facaieni 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Ialomita S.R.L. | Bucharest | Prio Ialomita 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Rapita S.R.L. | Bucharest | Prio Rapita 2) | - | 49.00% | 49.00% | 49.00% |
| Nutre Farming West Part S.R.L. | Bucharest | Nutre West Part 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Terra Agricola S.R.L. | Bucharest | Prio Terra Agricola 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Turism Rural S.R.L | Bucharest | Prio Turism Rural 2) | - | 49.00% | 49.00% | 49.00% |
| Agromec Balaciu | Bucharest | Agromec Balaciu 2) | - | 42.60% | 42.60% | 42.60% |
| Miharox S.R.L. | Bucharest | Miharox 2) | - | 40.47% | 40.47% | 40.47% |
| Zimbrul. S.A. | Bucharest | Zimbrul 2) | - | 49.00% | 49.00% | 49.00% |
| Agrozootehnica. S.A. | Bucharest | Agrozootehnica 2) | - | 48.98% | 48.98% | 48.98% |
| Prio Agrotrans S.R.L. | Bucharest | Prio Agrotrans 2) | - | 49.00% | 49.00% | 49.00% |
| Nutre Brasil LTDA | S. Luís do Maranhão |
Prio Foods Brasil 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Extractie S.R.L. | Bucharest | Prio Extractie 2) | - | 22.05% | 22.05% | 22.05% |
| Prio Agro Industries. Sp. Z o.o. | Gliwice | Prio Polónia 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Biocombustibil S.R.L. | Bucharest | Prio Biocombustibil 2) | - | 22.05% | 22.05% | 22.05% |
| Prio Meat S.R.L | Bucharest | Prio Meat 2) | - | 49.00% | 49.00% | 49.00% |
| Prio Foods – AJFS Construções, ACE | Lisbon | Prio Foods ACE 2) | - | 24.50% | 24.50% | 24.50% |
| Nutre Farming B.V. | Amsterdam | Nutre Farming 2) | - | 49.00% | 49.00% | 49.00% |
| Bunge Prio Cooperativa U.A. | Amsterdam | Bunge Prio Cooperativa 2) |
- | 22.05% | 22.05% | 22.05% |
| Bunge Roménia S.R.L. | Buzau | Bunge Roménia 2) | - | 22.05% | 22.05% | 22.05% |
| Centralrest, Lda | Ilhavo | Centralrest 2) | - | 9.80% | 9.80% | 9.80% |
| Prio Agriculture, B.V. | Delft | Prio Holanda 2) | - | 49.00% | 49.00% | 49.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | 2013 |
| Porthold Project Development BV | Amsterdam | Porthold 2) | - | 49.00% | 49.00% | 49.00% |
| Fertilis Agro-Indústrias, Lda | Luanda | Fertilis 2) | - | 29.40% | 29.40% | 29.40% |
| Prio Energy SGPS. S.A. | Oliveira de Frades |
Prio Energy SGPS 1) | 5.00% | - | 5.00% | 10.00% |
| Prio Biocombustíveis. S.A. | Oliveira de Frades |
Prio Biocombustíveis 1) |
- | 5.00% | 5.00% | 10.00% |
| Prio Energy. S.A. | Oliveira de Frades |
Prio Energy 1) | - | 5.00% | 5.00% | 10.00% |
| Mondefin | Coimbra | Mondefin 1) | - | 5.00% | 5.00% | 10.00% |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades |
Prio Tanques 1) | - | 5.00% | 5.00% | 10.00% |
| Prio.E-Electric, S.A. | Oliveira de Frades |
Prio.E-Electric 1) | - | 5.00% | 5.00% | 10.00% |
| PRIO.E - Mobility Solutions, Lda _PT | Oliveira de Frades |
Park Charge 1) | - | 5.00% | 5.00% | 10.00% |
| Prio. E – SGPS, S.A. | Oliveira de Frades |
Prio E SGPS 1) | - | 5.00% | 5.00% | 10.00% |
| Share Motivation, Lda. | Oliveira de Frades |
Share Motivation 1) | - | 5.00% | 5.00% | 10.00% |
| IMO 505, Lda | Coimbra | IMO 5051) | - | 5.00% | 5.00% | - |
| Prio Gas Lisboa, SA | Aveiro | Prio Gas 1) | - | 2.50% | 2.50% | - |
| Joint control companies | ||||||
| Ventinveste, S.A. | Lisbon | Ventinveste SA | 5.00% | 41.00% | 46.00% | 46.00% |
| Ventinveste Eólica, SGPS, S.A. | Lisbon | Ventinveste Eólica | - | 46.00% | 46.00% | 46.00% |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades |
Ventinveste Indústria | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | PE Torrinheiras | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico do Douro Sul, S.A. | Lisbon | PE Douro Sul | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | PE Pinhal do Oeste | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico de Vale Grande. S.A. | Lisbon | PE Vale Grande | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | PE Vale do Chão | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | PE Cabeço Norte | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | PE Serra do Oeste | - | 46.00% | 46.00% | 46.00% |
| Parque Eólico do Planalto, S.A. | Lisbon | PE Planalto | - | 46.00% | 46.00% | 46.00% |
| Eviva Dunowo, Sp. Z o.o. | Gliwice | Eviva Dunowo | - | 50.00% | 50.00% | 50.00% |
| SPEE 3 – Parque Eólico do Baião, S.A. | Lisbon | SPEE 3 | - | 50.00% | 50.00% | 50.00% |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. |
Oliveira de Frades |
SPEE 2 | - | 50.00% | 50.00% | 50.00% |
| Parque Eólico da Penha da Gardunha, Lda. | Oliveira de Frades |
PE Penha da Gardunha |
- | 50.00% | 50.00% | 50.00% |
1) The consolidation of this company through the equity method results from the Group having significant influence of its parent company, which in turn has significant influence on the investee.
2) The consolidation of this company through the equity method was stopped because Group decided classify the financial investment in Nutre SGPS as Noncurrent asset held for sale (note 20).
During the first half of 2014 and during 2013 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
During the first half of 2014:
There were no incorporations.
In 2013:
| HEAD OFFICE | |
|---|---|
| Metallic Construction | |
| Subsidiary companies: | |
| Martifer Aluminium SAS | Rungis |
| Martifer Alumínios Ltda | São Paulo |
| West Sea - Estaleiros Navais, Lda. | Oliveira de Frades |
| Martifer Construcciones Peru, S.A. | Lima |
| Global Holding Limited | Zebbug |
| Global Engineering & Construction Limited | Zebbug |
| Associated companies: | |
| Martifer Amal, S.A. (Portugal) | Oliveira de Frades |
| Solar | |
| Subsidiary companies: | |
| Martifer Solar Servicios México | Mexico City |
| Martifer Solar Japan KK | Tokyo |
| MTS Francis Court Solar Limited | London |
| MTS Spittleborough Solar Limited | London |
| MTS Tonge Solar Limited | London |
| MTS Rydon Solar Limited | London |
| Visiontera Unipessoal, Lda | Oliveira de Frades |
| Martifer Solar Middle East | Dubai |
| Belive in Bright Unipessoal, Lda | Oliveira de Frades |
| Montidílico Unipessoal, Lda | Oliveira de Frades |
| Associated companies: | |
| MSN Solar Uno SpA MSN Solar Dos SpA |
Santiago Santiago |
| MSN Solar Tres SpA | Santiago |
| MSN Solar Cuatro SpA | Santiago |
| MSN Solar Cinco SpA | Santiago |
| FTP Solar LLC | New York |
| RE Developer | |
| Subsidiary companies: | |
| Eólica Macaúbas, Ltda. | Fortaleza |
| Eólica Sobradinho, Ltda. | Fortaleza |
| MSPAR Energia e Participações, SA | Barueri |
| Martifer Renewables O&M Sp. z o.o. | Gliwice |
| Others: | |
| Associated companies: | |
| Nutre Farming West Part S.R.L. | Bucharest |
Acquired companies:
During the first half of 2014:
| HEAD OFFICE | |
|---|---|
| Others: | |
| Associated companies: | |
| IMO 505, Lda | Coimbra |
| Prio Gas Lisboa, SA | Aveiro |
In 2013:
| HEAD OFFICE | |
|---|---|
| Others: | |
| Associated companies: | |
| Fertilis Agro-Indústrias, Lda | Luanda |
Sold / dissolved companies:
During the first half of 2014:
| HEAD OFFICE | |
|---|---|
| Solar | |
| MTS Spittleborough Solar Limited | London |
| Montidílico Unipessoal, LDA. | Oliveira de Frades |
| Renewables | |
| Vesto EAD | Varna |
| DVP1 Limited | Varna |
| DVP2 Limited | Varna |
| Rosa dos Ventos - Geração e Comercialização de Energia, S.A | Fortaleza |
In 2013:
| HEAD OFFICE | |
|---|---|
| Solar | |
| Subsidiary companies: | |
| MTS4 S.R.L. | Syracuse |
| MPrime Italia S.r.l | Oliveira de Frades |
| Sol Cativante VII, Lda. | Viseu |
| Eviva Mepe | Athens |
| MTS Trewidland Solar, Ltd | London |
| Steadfast Apsley Solar, Ltd | Andover |
| LRCC – La Rad Campo Charro – Energias Renováveis, Lda. | São Martinho do Porto |
| RE Developer | |
| Subsidiary companies: | |
| Martifer Renewables Bippen GmbH | Berlin |
| Energia Wiatrowa Sp. Zo.o | Gliwice |
| Joint control companies: | |
| Macquarie Capital Wind Fund Pty Limited | Sidney |
Changes in the consolidation method:
During the first half of 2014:
MTS 3 – from equity method to full consolidation due to the increase in the shareholding held by Martifer Solar Itália from 49% to 100%.
In 2013:
Prio Agriculture B.V. (Prio Holanda) – from full consolidation to equity method due to its sale by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.
Porthold Project Development BV (Porthold) - from full consolidation to equity method due to the sale of Prio Agriculture B.V. by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.
MTS 3 – from full consolidation to equity method due to the decrease in the shareholding held by Martifer Solar Itália from 100% to 49%.
Ventinveste Indústria SGPS, S.A. – from full consolidation to equity method due to loss of control over same, namely for not managing its financial and operational policies.
Other changes in the consolidation perimeter:
During the first half of 2014:
MS Par Energia e Participações – transfer of the total shares held by Martifer Renováveis, SA to Martifer Renewables Brasil Participações, Ltda.
Prio Energy SGPS - decrease in the shareholding held by Martifer SGPS, S.A. from 10% to 5%.
Martifer Metallic Constructions SGPS, S.A - decrease in the shareholding held by Martifer SGPS, S.A. from 100% to 75%.
In 2013:
Porthold Project Development BV (Porthold) – increase in the shareholding held by Prio Agriculture B.V from 55% to 100%.
Eviva Gizalki Sp.Zo.o (Eviva Gizalki) – increase in the shareholding held by Martifer Renewables SGPS, S.A. from 72% to 100%.
Martifer Solar USA, Inc. (AEM) – increase in the shareholding held by Martifer Solar Inc. from 63.5% to 99.293%.
Eviva Nalbant S.R.O. (Eviva Nalbant) – increase in the shareholding held by Eviva Energy S.R.L. from 99% to 100%.
Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in the shareholding held by Martifer Renováveis-Geração de Energia e Participações, S.A. from 97.5% to 100%.
Prio Energy SGPS – decrease in the shareholding held by Martifer SGPS, S.A. from 49% to 10%.
PV Glass, SA – merger by incorporation in Martifer Solar S.A.
PV Glass, Srl – change in shareholder structure as a result of the merger by incorporation of PV Glass in Martifer Solar S.A.
M City Gliwice Sp. Zo.o – increase in the shareholding held by Martifer GmbH from 52.6% to 97.8% and a further increase of 2% through Martifer Metallic Constructions, SGPS, S.A.
3. INFORMATION BY BUSINESS SEGMENTS
The Group bases its disclosure of information for primary segments on its internal organisation in terms of management.
The Group is organised in three business areas: 'Metallic Construction', 'Solar' and 'RE Developer' that are coordinated and supported by Martifer SGPS.
The Metallic Construction business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and navy. In the 'Solar' segment the focus is on the production of PV panels, as well as the turnkey solar parks delivery, promotion, licensing, operation and maintenance of projects. The 'RE Developer' segment includes the promotion and development of projects of renewable energy, with special emphasis in the wind sector.
Amounts related with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO) are reported as 'Others'.
The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the attached financial statements (Note 1).
At 30 June 2014 and 2013, the breakdown of sales and services rendered by primary segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | TOTAL | ||||
|---|---|---|---|---|---|---|
| 6M'14 EURO |
6M'13 EURO |
6M'14 EURO |
6M'13 EURO |
6M'14 EURO |
6M'13 EURO |
|
| Metallic Construction | 86,451,961 | 117,941,348 | 15,366,612 | 21,689,188 | 101,818,573 | 139,630,536 |
| Solar | 52,732,191 | 145,696,202 | 2,098,360 | 58,974,435 | 54,830,551 | 204,670,637 |
| RE Developer | 3,753,640 | 9,109,834 | 100,446 | 23,467 | 3,854,086 | 9,133,302 |
| Others | 524,005 | 630,148 | 2,100,274 | 1,787,973 | 2,624,279 | 2,418,121 |
| 143,461,797 | 273,377,532 | 19,665,692 | 82,475,063 | 163,127,489 | 355,852,595 | |
| Intersegment eliminations | (16,104,820) | (80,458,414) | ||||
| Own work capitalized (Note 5) | (3,560,872) | (2,016,650) | ||||
| 143,461,797 | 273,377,531 |
Sales and services rendered by geographical segments are as follows:
| 6M'14 | 6M'13 | |
|---|---|---|
| EURO | EURO | |
| Iberian Peninsula | ||
| Metallic Construction | 24,671,784 | 51,958,306 |
| Solar | 15,675,701 | 27,660,475 |
| RE Developer | 1,865,132 | 2,206,251 |
| Others | 444,046 | 600,215 |
| European Union (other) | ||
| Metallic Construction | 23,211,948 | 24,784,988 |
| Solar | 33,580,936 | 69,137,673 |
| RE Developer | 1,872,361 | 4,053,692 |
| Others | 79,960 | 29,933 |
| Other markets | ||
| Metallic Construction | 38,550,506 | 41,198,053 |
| Solar | 3,493,276 | 48,898,054 |
| RE Developer | 16,147 | 2,849,891 |
| 143,461,797 | 273,377,531 |
At 30 June 2014 and 2013, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:
| EBITDA | EBIT | PROFIT AFTER TAX | ||||
|---|---|---|---|---|---|---|
| 6M'14 EURO |
6M'13 EURO |
6M'14 EURO |
6M'13 EURO |
6M'14 EURO |
6M'13 EURO |
|
| Metallic Construction | (2,661,395) | (16,027,944) | (14,023,254) | (26,634,551) | (21,881,203) | (36,944,277) |
| Solar | (12,149,621) | 12,030,179 | (14,832,848) | 8,872,077 | (16,861,135) | 2,294,717 |
| RE Developer | 11,014,573 | 6,305,610 | 6,919,013 | (8,736,859) | 5,577,481 | 1,651,258 |
| Others | 480,187 | (4,218) | (331,269) | (949,880) | (5,100,035) | (15,678,762) |
| (3,316,256) | 2,303,627 | (22,268,358) | (27,449,213) | (38,264,893) | (48,677,064) |
The Group's net assets and liabilities by operating segments at 30 June 2014 and 31 December 2013 are as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 30 JUNE 2014 | 31 DECEMBER 2013 | 30 JUNE 2014 | 31 DECEMBER 2013 | |
| Metallic Construction | 357,498,061 | 331,230,804 | 327,573,301 | 307,847,934 |
| Solar | 197,127,580 | 254,606,180 | 138,372,305 | 180,727,147 |
| RE Developer | 167,051,822 | 166,932,839 | 48,474,697 | 44,917,163 |
| Others | 521,107,497 | 525,799,738 | 164,103,570 | 163,855,470 |
| Intra-group eliminations | (490,096,094) | (490,796,517) | (48,552,603) | (49,266,682) |
| 752,688,866 | 787,773,044 | 629,971,270 | 648,081,032 |
The amount of assets and liabilities at 30 June 2014 and 31 December 2013 above includes Non-current assets held for sale (see Note 20).
The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 30 June 2014 and 2013, are as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||||
|---|---|---|---|---|---|---|
| 30 JUNE 2014 | 30 JUNE 2013 | 6M'14 EURO |
6M'13 EURO |
|||
| Metallic Construction | 7,858,916 | 4,001,843 | 3,385,560 | 3,606,263 | ||
| Solar | 532,963 | 3,787,966 | 1,300,164 | 1,503,192 | ||
| RE Developer | 602,334 | 1,248,577 | 3,297,196 | 2,644,974 | ||
| Others | 4,842 | 45,435 | 811,457 | 945,662 | ||
| 8,999,055 | 9,083,821 | 8,794,377 | 8,700,091 |
4. SALES AND SERVICES RENDERED
At 30 June 2014 and 2013, the breakdown of sales and services rendered is as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Revenue from the sale of merchandise | 11,668,551 | 71,403,406 |
| Revenue from the sale of goods | 57,380,119 | 60,704,723 |
| Services rendered | 74,413,127 | 141,269,402 |
| 143,461,797 | 273,377,531 |
5. OTHER OPERATIONAL GAINS
At 30 June 2014 and 2013 the breakdown of the caption 'Other operational gains' is as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Change in production | 172,280 | 13,374,476 |
| Own work capitalised | 3,560,872 | 2,016,650 |
| Reversals of impairment losses | 782,507 | 1,208,320 |
| Supplementary income | 989,018 | 551,260 |
| Capital Gains in non-financial assets | 14,353,686 | 398,285 |
| Foreign exchange gains | 2,163,484 | 4,680,696 |
| Other operational gains | 1,549,196 | 3,143,147 |
| 23,571,042 | 25,372,833 |
The caption Change in production in 1st half 2014 is mainly related with works in progress in Brazil, in 'Metallic Construction' segment (in 1st half 2013 it was related with solar projects in United States of America that were transferred for FTP Solar LLC in the end of 2013).
The amount included under the caption 'Own work capitalized', during the period ended 30 June 2014 is related primarily with work carried out in Brazil in the 'Metallic Construction' segment.
At 30 June 2014 the caption 'Capital Gains in non-financial assets' includes the gain with the sale of 100% of shares of Rosa dos Ventos Geração e Comercialização de Energia, SA by the amount of \$R70,3m to the Brazilian company CPFL. The sale was agreed by the entities at 18 June 2013.
6. COST OF GOODS SOLD
At 30 June 2014 and 2013 the cost of goods sold is as follows:
| 30 JUNE 2013 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 6,557,447 | 10,825,365 | 17,382,812 |
| Purchases | 41,623,887 | 75,893,609 | 117,517,496 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | 907,203 | 812,221 | 1,719,424 |
| Reclassification of assets | 6,416,400 | - | 6,416,400 |
| Closing balance | 13,455,391 | 14,760,746 | 28,216,137 |
| Cost of goods sold | 42,049,546 | 72,770,449 | 114,819,995 |
| 30 JUNE 2014 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 5,663,577 | 11,458,141 | 17,121,718 |
| Purchases | 10,192,909 | 39,261,303 | 49,454,212 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | (648,090) | 1,291,134 | 643,044 |
| Closing balance | 4,896,107 | 11,688,453 | 16,584,560 |
| Cost of goods sold | 10,312,289 | 40,322,125 | 50,634,414 |
7. SUBCONTRACTORS
At 30 June 2014 and 2013 the subcontractors is as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Subcontractors | 33,019,585 | 74,852,709 |
| 33,019,585 | 74,852,709 |
The subcontracts are related with construction works carried out, mainly in the 'Solar' and 'Metallic Construction' segments.
8. EXTERNAL SUPPLIES AND SERVICES
At 30 June 2014 and 2013 the external supplies and services are as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Transportation of goods | 3,741,812 | 10,604,892 |
| Specialized works | 12,003,018 | 16,168,990 |
| Leases and rents | 7,897,579 | 7,961,088 |
| Service Fees | 1,102,330 | 3,358,747 |
| Travelling expenses | 3,159,763 | 2,872,658 |
| Electricity and Fuel | 1,535,937 | 2,099,451 |
| Insurance | 1,842,920 | 1,714,001 |
| Maintenance and repairs | 1,016,629 | 939,339 |
| Communications | 692,139 | 865,571 |
| Security | 655,082 | 755,315 |
| Legal and notarial fees | 2,992,696 | 657,089 |
| Commissions | 1,025,096 | 516,303 |
| Advertising | 239,294 | 498,081 |
| Cleaning, health and safety | 302,996 | 322,668 |
| Tools and devices | 212,804 | 294,557 |
| Office material | 361,709 | 220,354 |
| Other | 1,340,265 | 1,457,465 |
| 40,122,068 | 51,306,568 |
9. STAFF COSTS
At 30 June 2014 and 2013, staff costs are as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Salaries | 29,516,674 | 31,558,794 |
| Social contributions | 8,096,061 | 9,483,713 |
| 37,612,735 | 41,042,507 |
The caption 'social contributions' includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation.
10. OTHER OPERATIONAL LOSSES
At 30 June 2014 and 2013, the caption 'Other operational losses' is as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Taxes | 2,298,654 | 2,454,680 |
| Impairment losses: | ||
| Trade debtors (Note 18) | 159,377 | 2,165,848 |
| Other impairment losses | - | 1,182,554 |
| Losses in inventories | 98,223 | 1,466,635 |
| Losses in non-financial assets | 3,225,811 | 10,664 |
| Foreign exchange losses | 1,416,941 | 4,133,926 |
| Trade debtors write-off | - | 209,725 |
| Fines and penalties | 944,440 | 243,027 |
| Other operational losses | 816,848 | 2,557,900 |
| 8,960,293 | 14,424,958 |
The amount in caption 'Losses in non-financial assets' refers mainly to costs with wind projects that were discontinued.
11. PROVISIONS AND IMPAIRMENT LOSSES IN FIXED ASSETS
The provisions and impairment losses during the first half of 2014 and 2013 were as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Impairment losses | ||
| Goodwill | - | 4,658,577 |
| Financial Assets | 37,933 | - |
| In intangible assets | - | 892,255 |
| In tangible assets | 598,403 | 12,097,355 |
| 636,336 | 17,648,186 | |
| Provisions (Note 24) | ||
| Arising from the use of the equity method | 234,866 | 450,103 |
| Quality guarantees | 10,147 | 17,374 |
| Legal claims in progress | 37,756 | 1,603,992 |
| Others | 9,238,620 | 1,333,094 |
| 9,521,389 | 3,404,563 |
The increase of provisions in 1st half 2014 is mainly due to the booking of a provision in Martifer Construções related with a compensation to be paid to Alstom according to the arbitration proceedings of Sostanj (Slovenia) and Manheim (Germany). This compensation was established and paid in the end of 1st half 2014.
12. NET FINANCIAL RESULTS
The net financial results for the periods ended on 30 June 2014 and 2013 can be analysed as follows:
| FINANCIAL INCOME | 6M'14 EURO |
6M'13 EURO |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 1,484,376 | 2,478,842 |
| Financial assets available for sale | ||
| - Dividend income | 86,848 | - |
| - Gains on the sale of financial assets | 248,656 | 10,865,883 |
| Other financial income related to other financial assets | ||
| - Foreign exchange gains | 1,366,501 | 2,508,724 |
| - Other financial income | 875,706 | 991,337 |
| 4,062,087 | 16,844,786 | |
| FINANCIAL EXPENSES | 6M'14 EURO |
6M'13 EURO |
|---|---|---|
| Loans and accounts payable | ||
| - Interest expenses in bank loans and in finance leases | 13,842,154 | 16,645,873 |
| - Of which included in the acquisition cost of assets in progress | (17,072) | |
| Available for sale financial assets | ||
| - Losses on the sale of financial assets | - | 457,490 |
| Other financial expenses related to other financial liabilities | ||
| - Foreign exchange losses | 347,700 | 3,276,378 |
| - Other financial expenses | 3,726,096 | 5,930,002 |
| 17,898,878 | 26,309,743 |
The captions 'Foreign exchange gains / (losses)' are related to the occurrence of currency fluctuations, particularly in affiliated companies out of Euro zone.
13. GAINS/ (LOSSES) IN ASSOCIATED COMPANIES AND JOINT ARRANGEMENTS
At 30 June 2014 and 2013, the gains and losses on associated companies and joint-ventures are as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Nutre Group (Note 20) | (165,962) | (11,562,083) |
| Others | 39,109 | 1,629,621 |
| (126,853) | (9,932,462) |
14. INCOME TAX
At 30 June 2014 and 2013, the reconciliation between current tax and income tax of the period is summarized as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Current tax | 2,728,988 | 1,795,109 |
| Deferred tax - generated by temporary differences | 758,072 | - |
| Deferred tax - reversal of temporary differences | (41,315) | 1,304,634 |
| Effect of changes in the income tax rate | (1,062,317) | (13,287) |
| Deferred tax - tax losses recognition | (215,923) | (1,215,113) |
| Correction to the tax of previous year | (37,610) | - |
| Other | (97,005) | (40,911) |
| Deferred tax | (696,098) | 35,323 |
| Income tax | 2,032,890 | 1,830,432 |
15. EARNINGS PER SHARE
Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.
Does not arise in Group any situation that may represent a reduction of earnings per share caused by options, "warrants" convertible bonds or other rights attached to ordinary shares.
Therefore, at 30 June 2014 there were no differences between the basic earnings per share and the diluted earnings per share calculation.
The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of Euro 50,000,000.
The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.
At 30 June 2014 and 2013, the basic and diluted earnings per share can be summarised as follows:
| 6M'14 EURO |
6M'13 EURO |
|
|---|---|---|
| Profit for the year (I) | (30,491,243) | (50,146,924) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 97,784,090 |
| Basic and diluted earnings per share (I) / (II) | (0.3118) | (0.5128) |
| from continuing operations | (0.3118) | (0.5128) |
16. FINANCIAL ASSETS UNDER THE EQUITY METHOD
At 30 June 2014 and 31 December 2013, financial assets under the equity method are as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Prio Energy | 1,466,805 | 2,686,807 |
| SPEE 3 - Parque eólico de Baião, SA | 596,015 | 499,853 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 1,202,380 | 1,048,183 |
| FTP Solar LLC | 36,641,346 | 36,287,978 |
| Promoquatro - Investimentos Imobiliários, Lda | 77,072 | 120,260 |
| Martifer Amal, S.A. (Portugal) | 4,438 | 15,000 |
| Martifer Amal, S.A. (Mozambique) | 137,893 | 285,771 |
| Canaverosa | - | 136,301 |
| Parque Sesena 1 | 56,635 | 196,663 |
| Other | 2,308 | 5,254 |
| 40,184,893 | 41,282,069 |
In the end of the 1st half of 2014 Martifer SGPS decreased its equity investment in Prio Energy SGPS to 5%. Since the company maintains a position in the Board of that associate, and consequently significant influence exists, the consolidation through equity method was kept.
At 30 June 2014 and 31 December 2013, the movement occurred in this caption is as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 |
|---|---|
| Opening balance 41,282,069 |
15,680,011 |
| Acquisitions | - 36,302,978 |
| Application of the equity method (1,447,600) |
1,706,974 |
| Decrease in share capital | - (2,043,840) |
| Sales | - (10,208,467) |
| Changes resulting from the loss of control in subsidiaries | - 4,900 |
| Effect of foreign currency exchange differences | 353,368 (22,387) |
| Other changes | (2,946) (138,099) |
| Closing balance 40,184,893 |
41,282,069 |
17. AVAILABLE FOR SALE INVESTMENTS
At 30 June 2014 and 31 December 2013, available for sale investments are as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Non-current financial investment | 1,721,609 | 338,166 |
| Others | 178,140 | 237,457 |
| 1,899,749 | 575,621 |
At 30 June 2014 and 31 December 2013, the movement occurred in the caption 'Available for sale investments' is as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Opening balance | 575,621 | 2,310,267 |
| Additions | 1,562,227 | 306,925 |
| Reductions | (249,866) | (235,268) |
| Reclassification to Non-current assets held for sale | - | (1,607,994) |
| Changes in the consolidation perimeter | - | (189,688) |
| Other | 11,765 | (8,619) |
| 1,899,749 | 575,621 |
18. TRADE AND OTHER RECEIVABLES
The detail of the caption 'trade and other receivables', for the periods ended at 30 June 2014 and 31 December 2013 is as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2014 | 31 DECEMBER 2013 | 30 JUNE 2014 | 31 DECEMBER 2013 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 30,642,554 | 29,132,168 | 107,774,291 | 123,985,850 |
| Notes receivables | - | - | 408,385 | 763,697 |
| Doubtful trade receivables | - | - | 19,609,961 | 25,620,958 |
| 30,642,554 | 29,132,168 | 127,792,637 | 150,370,505 | |
| Other receivables: | ||||
| Related companies | 42,222,734 | 61,480,963 | 19,172,543 | 14,993,979 |
| Advances to suppliers | 3,800 | 2,718 | 8,299,097 | 10,199,844 |
| Others | 403,334 | 1,982,307 | 45,411,003 | 33,699,529 |
| 42,629,869 | 63,465,988 | 72,882,643 | 58,893,352 | |
| 73,272,423 | 92,598,156 | 200,675,280 | 209,263,858 |
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 this company generates cash from the sale of energy. This receivable amount bears interests at the market rate.
At 30 June 2014 and 31 December 2013, impairment losses in accounts receivables are as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2014 | 31 DECEMBER 2013 | 30 JUNE 2014 | 31 DECEMBER 2013 | |
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 22,364,607 | 28,754,831 |
| Other receivables | 119,082 | 119,154 | 4,656,342 | 7,437,595 |
| 119,082 | 119,154 | 27,020,949 | 36,192,426 | |
| Carrying amount – trade receivables | 30,642,554 | 29,132,168 | 105,428,030 | 121,615,674 |
| Carrying amount - other receivables | 42,510,787 | 63,346,834 | 68,226,301 | 51,455,759 |
| Total | 73,153,342 | 92,479,001 | 173,654,331 | 173,071,432 |
19. OTHER CURRENT ASSETS
At 30 June 2014 and 31 December 2013, the breakdown of the caption 'Other current assets' is as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Accrued income: | ||
| Construction contracts | ||
| Cost | 86,315,107 | 102,714,982 |
| Impairment losses | (4,990,722) | (5,769,831) |
| Carrying amount | 81,324,385 | 96,945,151 |
| Interest to be received | 1,054,180 | 31,309 |
| Other accrued income | 4,359,150 | 4,225,822 |
| 86,737,715 | 101,202,282 | |
| Prepayments: | ||
| Insurances | 1,159,274 | 732,194 |
| Financial expenses | 590,553 | 533,108 |
| Rents | 383,023 | 485,044 |
| Other prepayments | 821,872 | 797,360 |
| 2,954,722 | 2,547,706 | |
| Other (current) financial assets | 537,275 | 365,109 |
| 90,229,711 | 104,115,097 |
20. NON-CURRENT ASSETS HELD FOR SALE
In December 2012, following the decision taken to close the Polish facility, an active plan was put into effect to sell Martifer Polska, Sp. Zo.o's land and factory, integrating the 'Metallic Construction' segment. Additionally, negotiations are underway for the sale of the real estate project in Szczecin (Poland), previously classified as an investment property, with its sale being highly probable. The Group continues committed to selling these assets. Thus, they are satisfied the conditions set by IFRS 5 to the maintenance of this asset as Non-current asset held for sale for a period higher than 12 months.
In current year Martifer Group put into effect an active plan to sell the equity investment of 49% in Nutre SGPS. As the transfer of the participation is highly probable, Group decided, under IFRS 5, classify the financial investment as Non-current asset held for sale and stop the consolidation under equity method, as defined in IAS 28.
The breakdown of assets and liabilities of the business unit held for sale at 31 December 2013 and 30 June 2014 as follows:
| 31 DECEMBER 2013 | |
|---|---|
| Tangible Assets | 22,048,574 |
| Investment properties | 5,002,006 |
| Available for sale investments | 1,357,067 |
| Trade receivables | 1,865,298 |
| Other receivables | 246 |
| Current tax assets | 3,060 |
| Other current assets | 135,622 |
| Cash and cash equivalents | 400,175 |
| Total Non-current assets held for sale | 30,812,048 |
| Non-controlling interests attributable to Non-current assets held for sale | 2,891,441 |
| Non-current liabilities | |
| Borrowings | 10,889,344 |
| Current liabilities | |
| Trade payables | 2,621 |
| Other payables | 255,297 |
| Current tax liabilities | 29,777 |
| Other current liabilities | 9,234 |
| Liabilities related to Non-current assets held for sale | 11,186,273 |
| Assets net of liabilities and Non-controlling interests related to Non-current assets held for sale | 16,734,334 |
| 30 JUNE 2014 | |
|---|---|
| Tangible Assets | 6,398,825 |
| Investment properties | 5,063,602 |
| Associated companies | 19,600,000 |
| Total assets held for sale | 31,062,427 |
| Liabilities related to Non-current assets held for sale | - |
| Assets net of liabilities and Non-controlling interests related to Non-current assets held for sale | 31,062,427 |
At 31 December 2013 this caption included also assets and liabilities of entity Rosa dos Ventos Geração e comercialização de Energias, S.A. which was already sold.
21. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA share capital, fully subscribed and paid at 30 June 2014, amounts to Euro 50,000,000 and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share. During the first half of 2014 and 2013, no movements occurred in the number of shares of the Group.
During the 1st half of 2014 and 2013, Martifer SGPS, S.A. did not acquire any shares. The Group held 2,215,910 treasury shares, corresponding to 2.22% of its capital.
At 30 June 2014, the share capital of Martifer SGPS, S.A. was held in 42.7% by I'M SGPS, S.A., 37.5% by Mota-Engil SGPS, S.A., and 2.22% are treasury shares. The remaining 17.58% represents free-float listed in Euronext Lisbon.
Non-controlling interests
Movements in the non-controlling interests are as follows:
| 30 JUNE 2014 | 30 JUNE 2013 | |
|---|---|---|
| Opening balance | 39,676,431 | 50,975,912 |
| Net profit of the year | (7,773,650) | 1,469,861 |
| Other changes in equity of subsidiaries | (3,933,247) | (223,581) |
| Changes in the consolidation perimeter | (2,891,441) | (74,149) |
| Transactions with non-controlling interests | (7,655,735) | 745,067 |
| Others | 1,207,220 | - |
| 18,629,578 | 52,893,110 |
The detail of the main non-controlling interests can be analysed as follows:
| % NON-CONTROLLING INTERESTS |
||||
|---|---|---|---|---|
| 30 JUNE 2014 |
31 DECEMBER 2013 |
30 JUNE 2014 |
31 DECEMBER 2013 |
|
| Martifer Solar, S.A. | 45.00% | 45.00% | 28,516,728 | 29,974,130 |
| Martifer Metallic Constructions SGPS, S.A. | 25.00% | - | 14,409,396 | - |
| Martifer Solar Itália | 45.00% | 45.00% | 2,672,007 | 3,596,695 |
| Silverado Fund LLC | 68.58% | 68.58% | 2,718,844 | 2,724,069 |
| Martifer Solar França | 45.00% | 45.00% | 1,730,870 | 1,707,199 |
| Martifer Solar Bélgica | 45.00% | 45.00% | 1,556,082 | 1,647,949 |
| M Prime | 45.00% | 45.00% | 1,525,674 | 1,519,716 |
| Martifer Solar Inc. | 45.00% | 45.00% | (2,921,393) | (2,114,444) |
| Martifer - Alumínios, S.A. | 25.00% | - | (3,139,144) | - |
| MTS Solar sistemas Solares S.A. | 45.55% | 45.00% | (3,314,100) | (1,902,566) |
| Martifer Aluminium Pty, Ltd | 25.00% | - | (3,718,589) | - |
| Martifer Solar USA | 45.39% | 45.39% | (7,629,484) | (4,995,559) |
| Martifer - Construções Metalomecânicas, S.A. | 25.00% | - | (14,849,818) | - |
| Others | 1,072,505 | 7,519,242 | ||
| 18,629,578 | 39,676,431 |
The non-controlling interests at 30 June 2014 reflect the impact of the reduction of the equity investment in Martifer Metallic Constructions, held by Martifer SGPS from 100% to 75%, in result of the increase of equity in this company by the new shareholder Vector Diálogo SGPS, SA.
22. BORROWINGS
At 30 June 2014 and 31 December 2013, borrowings can be analysed as follows:
| 31 DECEMBER 2013 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Bank loans | 57,100,333 | 46,334,767 | 91,213,197 | 55,289,820 | 249,938,117 |
| Bank overdrafts | 15,808,078 | - | 707,711 | 1,808,595 | 18,324,384 |
| Authorized overdrafts | 42,592,133 | 412,160 | 4,395,956 | 10,135,017 | 57,535,266 |
| Commercial paper | 8,000,000 | 3,000,000 | 3,250,000 | - | 14,250,000 |
| Other borrowings | 10,251,178 | 1,712,287 | 1,926,745 | 2,656,515 | 16,546,725 |
| 133,751,722 | 51,459,214 | 101,493,609 | 69,889,947 | 356,594,492 | |
| Obligation under finance leases | 18,274,697 | ||||
| Cash and cash equivalents | 38,843,709 | ||||
| Derivatives | 224,214 | ||||
| Net debt | 335,801,266 | ||||
| 30 JUNE 2014 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Bank loans | 47,027,474 | 48,560,430 | 103,418,502 | 51,653,631 | 250,660,037 |
| Bank overdrafts | 20,088,289 | 89,649 | 268,946 | 2,241,220 | 22,688,104 |
| Authorized overdrafts | 37,916,505 | 558,069 | 2,799,207 | 11,864,463 | 53,138,244 |
| Commercial paper | 9,500,000 | 3,000,000 | 1,750,000 | - | 14,250,000 |
| Other borrowings | 13,783,977 | 11,242,040 | 1,574,601 | 2,213,763 | 28,814,381 |
| 128,316,245 | 63,450,188 | 109,811,256 | 67,973,077 | 369,550,766 | |
| Obligation under finance leases | 17,769,913 | ||||
| Cash and cash equivalents | 36,984,807 | ||||
| Derivatives | (226,853) | ||||
| Net debt | 350,562,725 |
The Group continues focused on reducing net debt, as such, it continues committed to the process of selling non-core assets, especially wind farms, solar projects and, residually, real-estate projects, during 2014.
23. TRADE PAYABLES AND OTHER PAYABLES
At 30 June 2014 and 31 December 2013, trade payables and other payables can be analysed as follows:
| NON CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2014 | 31 DECEMBER 2013 | 30 JUNE 2014 | 31 DECEMBER 2013 | |
| Trade payables | 12,304,469 | 11,972,874 | 100,177,136 | 130,031,422 |
| Fixed assets suppliers | 134,959 | - | 704,696 | 1,016,400 |
| Related companies and other shareholders | 7,450 | 421,870 | 3,189,770 | 3,648,374 |
| Advanced payments received from customers | - | - | 17,066,509 | 16,532,026 |
| Other creditors | 3,916,380 | 1,330,346 | 11,941,376 | 7,654,569 |
| Other payables | 4,058,789 | 1,752,216 | 32,902,351 | 28,851,369 |
| Total | 16,363,257 | 13,725,090 | 133,079,487 | 158,882,791 |
The balance of non-current 'Trade payables' is related, mainly, with retentions in works performed by external parties, which will be released after the period of guarantee.
At 30 June 2014 and 31 December 2013, the non-current balances due to related companies and other shareholders refer to loans obtained from joint-arrangements and associated companies, which bear interest at Euribor 3M increased by a 6.75% spread.
24. PROVISIONS
The information related with 'Provisions' as of 30 June 2014 and 31 December 2013 can be detailed as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Quality guarantees | 3,325,690 | 3,335,399 |
| Legal claims in progress | 1,476,789 | 1,553,532 |
| Provisions arising from the use of the equity method | 5,831,638 | 5,450,401 |
| Others | 11,848,870 | 11,987,549 |
| 22,482,987 | 22,326,882 |
The change in the Provisions, compared with 31 December 2013, is as follows:
| OPENING BALANCE |
ADDITIONS | DEDUCTIONS | APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|---|
| Quality guarantees | 3,335,399 | 80,204 | (70,057) | - | (19,857) | 3,325,690 |
| Legal claims in progress | 1,553,532 | 43,042 | (5,286) | (131,962) | 17,462 | 1,476,789 |
| Provisions arising from the use of the equity method |
5,450,401 | 234,866 | - | - | 146,372 | 5,831,638 |
| Others (Note 11) | 11,987,549 | 9,392,980 | (154,360) | (9,408,732) | 31,433 | 11,848,870 |
| 22,326,882 | 9,751,092 | (229,703) | (9,540,694) | 175,410 | 22,482,987 |
25. OTHER CURRENT LIABILITIES
At 30 June 2014 and 31 December 2013, other current liabilities are made up as follows:
| 30 JUNE 2014 | 31 DECEMBER 2013 | |
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 7,767,322 | 5,867,390 |
| Interest borne but not yet overdue | 4,852,690 | 3,922,237 |
| Production performed by third parties not yet invoiced | 2,648,146 | 4,865,198 |
| Other accrued expenses | 10,663,035 | 7,377,052 |
| 25,931,193 | 22,031,877 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 16,800,966 | 20,350,406 |
| Subsidies / Government grants | 1,738,380 | 1,753,735 |
| Other deferred income | 3,166,559 | 2,691,439 |
| 21,705,905 | 24,795,580 | |
| 47,637,098 | 46,827,457 |
The caption "Other accrued expenses" includes supplies and services rendered up to 30 June 2014 whose invoices were received after this date.
26. CONTINGENT LIABILITIES
There are no significant changes to the disclosed in the notes to the financial statements for the period ended 31 December 2013, with the exception of arbitration proceedings of Sostanj (Slovenia) and Manheim (Germany) which were already solved (Note 11).
27. COMMITMENTS
The nature of the Group's commitments did not change in comparison with 31 December 2013.
28. RELATED PARTIES
Group companies have commercial relations with each other that qualify as related parties transactions. All of these transactions are performed on an arm's length basis.
Consequently, all these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as if they were a single entity.
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 84,000,000, with special regard to the accounts receivable from Nutre Group which amount to Euro 58,900,000, which does not bear interest and has no defined reimbursement period. This amount is net of Euro 39.3 million relating to the application of the Equity Method over the 2010 through 30 June 2014 periods and impairment loss recognized.
Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 30 June 2014, that had affected significantly the financial position or performance of the Group.
29. SUBSEQUENT EVENTS
Since the date of financial statements until the present date the following subsequent events occurred:
Most of assets of Martifer Solar USA INC sold to BayWa
On 1st July, the development of the Chapter 11 process, initiated by Martifer Solar USA INC in January, led to the court of Nevada to approve the sale of most assets of Martifer Solar USA, Inc. to the proponent BayWa by 7,6 million USD. The result of the sale is framed with the book value of assets.
Martifer SGPS agrees the transfer of its shareholding held in Nutre SGPS
Martifer SGPS has decided, during the first semester of 2014, to sell the participation held in Nutre SGPS, SA. During the 3rd quarter of 2014, following a proposal of investment presented by Orchadia, S.A. group, it was agreed the transference of the shares held in Nutre SGPS, SA. The transfer is still subject to the accomplishment of several conditions (including, amongst others, decisions of Public and Governmental Authorities). The amount of the transfer is in line with the value of the financial investment.
Consortium Ventinveste incorporates Âncora Wind society to develop 171MW of wind projects
In July 2014, it was incorporated Âncora Wind - Energia Eólica, S.A, aimed to establish the partnership between Ventinveste, SA and Ferrostaal GmbH for the development of wind projects totalling 171 MW, within the consortium Ventinveste, with plans to start the construction after the financial closing, which is expected for the end of 2014.
30. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 27 August 2014.
31. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS
__________________________________ __________________________________
These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails.
Oliveira de Frades, 27 August 2014
The Chief Accountant The Board of Directors
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ Mário Rui Rodrigues Matias
__________________________________ Arnaldo José Nunes da Costa Figueiredo
__________________________________ Luís Filipe Cardoso da Silva
__________________________________ Luís Valadares Tavares
__________________________________ Jorge Bento Ribeiro Barbosa Farinha