AI assistant
Martifer — Interim / Quarterly Report 2015
Aug 27, 2015
1938_ir_2015-08-27_88be9c22-87d6-4b08-bdb1-302095e417e0.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
01 | MARTIFER GROUP
Highlights Key Financial Indicators Main Events
02 | FINANCIAL PERFORMANCE
Consolidated Results Analysis Revenues EBITDA and Net Profit Consolidated Capex Consolidated Capital Structure Analysis
03 | ANALYSIS BY SEGMENT
Metallic Constructions Renewables Solar
04 | MARTIFER SHARE PERFORMANCE
05 | FUTURE PROSPECTS
06 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
07 | NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE: This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.
Contract
MARTIFER
GROUP
HIGHLIGHTS KEY FINANCIAL INDICATORS MAIN EVENTS
01 | MARTIFER GROUP
HIGHLIGHTS
- • Operational recovery in 1st Half, with positive EBITDA (8.8 M€) and EBIT (1.4 M€) in all segments: Metallic Constructions, Renewables and Solar. It should be noted that the operational performance was penalized by the negative performance of the Metallic Constructions segment in Brazil, affected by the turbulent period in the construction sector and the Group's main clients in the country
- • Order book in Metallic Constructions registers a 14 % YTD growth to 280 M€
- • Net Debt with a reduction comparing with FY 2014, on a comparable perimeter (meaning without Solar)
- • Management focused on the execution of the Action Plan for 2015 (conclusion of the financial restructuring process, improvement in process and in operational efficiency and reinforcement of the international presence)
MAIN FINANCIAL INDICATORS
| M€ | Jun-15 | Jun-14 | Var. (%) |
|---|---|---|---|
| Revenues | 134.4 | 113.7 | 18% |
| EBITDA | 8.8 | 7.8 | 13% |
| EBITDA Margin | 7% | 7% | -0.3 pp |
| EBIT | 1.4 | -8.5 | n.m. |
| EBIT Margin | 1% | -7% | 8.5 pp |
| Financial Results | -10.7 | -12.0 | 11% |
| Profit before taxes | -9.3 | -20.6 | 55% |
| Income tax | -0.7 | -2.0 | 65% |
| Profit after taxes on continued operations | -10.0 | -22.5 | 56% |
| Discontinued operations' Result | 0.1 | -15.8 | n.m. |
| Attributable to non-controlling interests | -0.2 | -7.2 | 98% |
| Attributable to shareholders | 0.2 | -8.5 | n.m. |
| Net Profit | -9.9 | -38.3 | 74% |
| Attributable to non-controlling interests | -1.4 | -7.8 | 82% |
| Attributable to shareholders | -8.5 | -30.5 | 72% |
| Earnings per share € | -0.087 | -0.312 | 72% |
| M€ | MARTIFER CONSOLIDATED |
METALLIC CONSTRUCTIONS |
RENEWABLES | HOLDING | SOLAR (discontinued activities) |
|---|---|---|---|---|---|
| 1H15 | 1H15 | 1H15 | 1H15 | 1H15 | |
| Revenues | 134.4 | 127.0 | 7.2 | 1.9 | 38.8 |
| EBITDA | 8.8 | 4.9 | 3.8 | 0.3 | 4.2 |
| EBITDA Margin | 7% | 4% | 53% | 15% | 11% |
| EBIT | 1.4 | 1.9 | 0.0 | -0.2 | 3.7 |
| EBIT Margin | 1% | 2% | 0% | -12% | 9% |
| Financial Results | -10.7 | -6.3 | 0.1 | -4.4 | -3.8 |
| - Interests | -8.6 | -4.4 | 0.1 | -4.3 | -1.5 |
| - Exchange differences | -0.7 | -0.6 | -0.1 | 0.0 | -1.0 |
| - Other Net Financial Charges | -1.4 | -1.4 | 0.0 | 0.0 | -1.4 |
| - Results in affiliated companies | 0.0 | 0.1 | 0.0 | -0.1 | 0.1 |
| Profit before taxes | -9.3 | -4.4 | 0.1 | -4.7 | -0.2 |
| Income tax | -0.7 | -0.6 | -0.1 | 0.0 | -0.1 |
| Discontinued operations' Result | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 |
| Net Profit | -9.9 | -4.9 | 0.0 | -4.7 | -0.3 |
| Attributable to non-controlling interests | -1.4 | 0.3 | 0.0 | 0.0 | -0.4 |
| Attributable to shareholders | -8.5 | -5.2 | 0.0 | -4.7 | 0.1 |
MAIN EVENTS
JANUARY 2015
West Sea signs the second shipbuilding contract
West Sea and Scenic Tours signed a contract for the construction of a ship hotel, Scenic Azure. With about 80 meters of length, the new ship will cruise in the Douro River and should be completed in February 2016.
APRIL 2015
Martifer Metallic Constructions was awarded a project in the transport sector in Latin America
Martifer Metallic Constructions was awarded the execution of the structural steelwork for the Bello Monte Station of Caracas' Underground, in Venezuela. The project should be concluded by the end of 2015.
MAY 2015
Martifer, SGPS, SA Annual General Meeting
On 14th May 2015, the annual meeting of Martifer SGPS, S.A. took place, with a participation of 80.38 % of its total share capital, and all the proposals on the Agenda present in the Call Notice were approved by unanimity.
SUBSEQUENT EVENTS
JULY 2015
West Sea enters a contract for the construction of two Offshore Patrol Vessels
West Sea was awarded, in Consortium with the company EDISOFT, S.A., the construction of two Offshore Patrol Vessels for the Portuguese Navy for an overall price of 77 million euros, net of VAT. West Sea holds an 83.64 % share in the Consortium. The enforceability of the contract entered into between the Portuguese Government and the Consortium is subject to the approval of the Portuguese Court of Auditors.
FINANCIAL
PERFORMANCE
CONSOLIDATED RESULTS ANALYSIS REVENUES EBITDA CONSOLIDATED CAPEX CONSOLIDATED CAPITAL STRUCTURE ANALYSIS
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| M€ | Jun-15 | Jun-14 | Var. (%) |
|---|---|---|---|
| Revenues | 134.4 | 113.7 | 18% |
| EBITDA | 8.8 | 7.8 | 13% |
| EBITDA Margin | 7% | 7% | -0.3 pp |
| Depreciation & Amortization | -6.8 | -7.5 | 9% |
| Provisions & Impairment Losses | -0.6 | -8.8 | 94% |
| EBIT | 1.4 | -8.5 | n.m. |
| EBIT Margin | 1% | -7% | 8.5 pp |
| Financial Results | -10.7 | -12.0 | 11% |
| Profit before taxes | -9.3 | -20.6 | 55% |
| Income tax | -0.7 | -2.0 | 65% |
| Profit after taxes on continued operations | -10.0 | -22.5 | 56% |
| Discontinued operations' Result | 0.1 | -15.8 | n.m. |
| Attributable to non-controlling interests | -0.2 | -7.2 | 98% |
| Attributable to shareholders | 0.2 | -8.5 | n.m. |
| Net Profit | -9.9 | -38.3 | 74% |
| Attributable to non-controlling interests | -1.4 | -7.8 | 82% |
| Attributable to shareholders | -8.5 | -30.5 | 72% |
| Earnings per share € | -0.087 | -0.312 | 72% |
TOTAL REVENUES
At the end of the 1st Half 2015 the total revenues reached 134.4 million euros (113.7 million euros in the 1st Half 2014), 94 % of which coming from the Metallic Constructions segment and 5 % from the Renewables segment.
| Jun-15 | Jun-14 | ||||
|---|---|---|---|---|---|
| REVENUES | M€ | WEIGHT | M€ | WEIGHT | VAR. (%) |
| Martifer Consolidated | 134.4 | 100% | 113.7 | 100% | 18% |
| Metallic Constructions | 127.0 | 94% | 94.3 | 83% | 35% |
| Renewables | 7.2 | 5% | 19.4 | 17% | -63% |
| Other | 0.3 | 0% | 0.1 | 0% | >100% |
The Group continues its internationalization strategy, being the revenues breakdown by country as follows:
EBITDA AND NET PROFIT
In the 1st Half 2015, EBITDA was positive in 8.8 million euros, with the contribution of the Metallic Constructions segment (4.9 million euros), as well as with the Renewables segment (3.8 million euros).
| EBITDA | Jun-15 | Jun-14 | |||
|---|---|---|---|---|---|
| €M | MARG. | M€ | MARG. | VAR. (%) | |
| Martifer Consolidated | 8.8 | 7% | 7.8 | 7% | 13% |
| Metallic Constructions | 4.9 | 4% | -2.8 | -3% | n.m. |
| Renewables | 3.8 | 53% | 11.0 | 57% | -65% |
| Other | 0.0 | 5% | -0.5 | -459% | n.m. |
Consolidated Financial Results were negative in 10.7 million euros; however, showing an improvement compared to the financial results of the 1st Half 2014.
Consolidated Net Profit reached -9.9 million euros, therefore showing a 55 % improvement YoY, being strongly penalized by the financial results.
| Jun-15 | Jun-14 | ||||
|---|---|---|---|---|---|
| NET PROFIT | M€ | WEIGHT | M€ | WEIGHT | VAR. (%) |
| Martifer Consolidated | -9,9 | 100% | -38,3 | 100% | 74% |
| Metallic Constructions | -4,9 | 50% | -21,9 | 57% | 77% |
| Renewables | 0,0 | 0% | 5,6 | -15% | n.m. |
| (*) Solar (discontinued activity) |
-0,3 | 3% | -16,9 | 44% | 98% |
| Other | -4,7 | 47% | -5,1 | 13% | 8% |
* Consolidated results for the Solar segment (in the 1st half 2015 the contribution to the Group was 0.1 million euros). The difference is due to intragroup eliminations between segments included under "Other".
CAPEX
The amount of investment in fixed assets in the 1st Half 2015 was 3.2 million euros, resulting from the investment in the Metallic Constructions segment (2.5 million euros), especially in the reinforcement of the operational capacity in West Sea (Shipyard in Viana do Castelo) and in the Renewables segment (0.7 million euros), mainly referring to projects under development in Brazil and in Poland.
INVESTMENT IN TANGIBLE AND INTANGIBLE ASSETS 2007 – 1H2015 (M€)
| CAPEX | Jun-15 | Jun-14 | |||
|---|---|---|---|---|---|
| M€ | PESO | M€ | PESO | VAR. (%) | |
| Martifer Consolidated | 3.2 | 100% | 8.5 | 100% | -62% |
| Metallic Constructions | 2.5 | 79% | 7.9 | 93% | -68% |
| Renewables | 0.7 | 21% | 0.6 | 7% | 9% |
| Others | 0.0 | 0% | 0.0 | 0% | -72% |
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | Jun-15 | Dec-14 | VAR. % |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 176.0 | 181.7 | -3% |
| Other non-current assets | 73.2 | 91.2 | -20% |
| Inventory and Receivables | 216.9 | 188.5 | 15% |
| Cash and cash equivalents | 25.3 | 23.0 | 10% |
| Non-current assets held for sale | 139.2 | 148.3 | -6% |
| Total Assets | 630.5 | 632.7 | 0% |
| Shareholders Equity | 32.0 | 40.3 | -21% |
| Non-controlling interests | -24.7 | -22.9 | -8% |
| Non-controlling interests related with non-current assets held for sale | -1.5 | -2.1 | 27% |
| Total Equity | 5.8 | 15.3 | -62% |
| Non-current debt and leasings | 216.5 | 229.4 | -6% |
| Other non-current liabilities | 39.9 | 36.5 | 9% |
| Current debt and leasings | 81.5 | 76.1 | 7% |
| Other current liabilities | 166.3 | 143.4 | 16% |
| Liabilities related with non-current assets held for sale | 120.4 | 132.0 | -9% |
| Total Liabilities | 624.7 | 617.4 | 1% |
The total assets registered a slight decrease when compared to the end of 2014 totalling 630.5 million euros, whereas non-current assets reached 249.1 million euros, registering a 23.8 million euros decrease.
Equity on 30th June 2015 totalled 5.8 million euros, which compares with 15.3 million euros on 31st December 2014.
NET DEBT
The Group's Consolidated Net Debt (Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents) on 30th June 2015 totalled 273 million euros, showing a 10 million euros decrease when compared to the end of 2014. In 2014, the Group decided to sell Martifer Solar, classifying it as an asset held for sale (*).
| €M | Metallic Constructions | Renewables | Solar | Holding | Martifer Consolidated |
|---|---|---|---|---|---|
| Net Debt 1H2015 | 106 | 39 | * | 129 | 273 |
| Net Debt FY 2014 | 114 | 41 | * | 128 | 283 |
| Net Debt FY 2013* | 127 | 13 | 51 | 144 | 336 |
The Group continues focused on the Net Debt reduction process, so it will continue to be committed to selling non-core assets.
TREND OF CONSOLIDATED NET DEBT (€M)
ANALYSIS
BY SEGMENT
METALLIC CONSTRUCTIONS RENEWABLES SOLAR
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
ACTIVITY
The order book at the end of the 1st half 2015 totalled 280 million euros and was spread throughout several countries in different geographical regions.
ORDER BOOK BY GEOGRAPHY
| Geography | Value (M€) | % |
|---|---|---|
| Africa | 62 | 22% |
| Algeria | 16 | 6% |
| Sub-Saharan Africa | 46 | 16% |
| Latin America | 24 | 9% |
| Eastern Europe and the Middle East | 28 | 10% |
| Western Europe | 166 | 59% |
| Metallic Constructions | 87 | 31% |
| Naval Industry | 79 | 28% |
| TOTAL | 280 | 100% |
RESULTS
| €M | Jun-15 | Jun-14 | VAR. % |
|---|---|---|---|
| Revenues | 127.0 | 94.3 | 35% |
| EBITDA | 4.9 | -2.8 | n.m. |
| EBITDA margin | 4% | -3% | 6.9 pp |
| Depreciation & Amortization | -3.2 | -3.4 | 4% |
| Provisions & Impairment Losses | 0.2 | -8.0 | n.m. |
| EBIT | 1.9 | -14.2 | n.m. |
| EBIT margin | 2% | -15% | 16.5 pp |
| Financial Results | -6.3 | -7.6 | 17% |
| Profit before taxes | -4.4 | -21.8 | 80% |
| Income tax | -0.6 | -0.1 | <-100% |
| Net Profit | -4.9 | -21.9 | 77% |
| Attributable to non-controlling interests | 0.3 | 0.1 | >100% |
| Attributable to shareholders | -5.2 | -22.0 | 76% |
Revenues in the Metallic Constructions segment in the 1st Half 2015 reached 127 million euros (94.3 million euros in the same period of the previous year). Revenues of this segment remain focused on the foreign market.
The EBITDA in the 1st Half 2015 was positive in 4.9 million euros, showing a significant increase compared to the 1st Half 2014.
The Financial Results totalled -6.3 million euros which, despite a reduction of 1.3 million euros compared with the same period of the previous year, have a significant negative contribution in the net profit of the period.
The Net Profit in the 1st Half 2015 totalled -4.9 million euros, showing a 77 % improvement YoY.
Total CAPEX in the 1st Half 2015 was around 2.5 million euros, mostly related to the reinforcement of the operational capacity in West Sea (Shipyard in Viana do Castelo).
RENEWABLES
ACTIVITY
Martifer Renewables has currently 49 MW of wind farms and solar parks in operation in Spain and in Romania contributing to the revenues. In Portugal, this business area controls 50 % of the wind farms in operation with a 31 MW capacity, which contribute to results through the equity method.
RESULTS
| €M | Jun-15 | Jun-14 | VAR.% |
|---|---|---|---|
| Revenues | 7,2 | 19,4 | -63% |
| EBITDA | 3,8 | 11,0 | -65% |
| EBITDA margin | 53% | 57% | -3,5 pp |
| Depreciation & Amortization | -3,0 | -3,3 | 8% |
| Provisions & Impairment Losses | -0,8 | -0,8 | 3% |
| EBIT | 0,0 | 6,9 | -100% |
| EBIT margin | 0% | 36% | -35,5 pp |
| Financial Results | 0,1 | 0,5 | -81% |
| Profit before taxes | 0,1 | 7,4 | -99% |
| Income tax | -0,1 | -1,8 | 94% |
| Net Profit | 0,0 | 5,6 | n.m. |
| Attributable to non-controlling interests | 0,0 | 3,1 | -100% |
| Attributable to shareholders | 0,0 | 2,4 | n.m. |
The total Revenues of the Renewables segment in the 1st Half 2015 reached 7.2 million euros, which compares with 19.4 million euros YoY and results mainly from the activity of the wind farm in Romania and the solar plants in Spain.
The EBITDA totalled 3.8 million euros in the 1st Half 2015. In June 2014 the EBITDA was 11 million euros, being impacted not only by the wind and solar farms in operation, totalling 49 MW, but also by the sale of wind farms in Brazil.
The Net Debt at the end of the 1st Half 2015 was 39.6 million euros, showing a reduction of around 2 million euros compared with the end of 2014.
DISCONTINUED ACTIVITIES' RESULTS (SOLAR)
In September 2014, the Group classified the solar business unit (consisting of Martifer Solar, SA and its subsidiaries) as a non current asset held for sale. This change resulted from the fact that Martifer is currently putting into action its plan to sell its economic interest (currently 55 %) in Martifer Solar.
Since the requirements of IFRS 5 are fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The contribution of assets and liabilities of the operational unit classified as held for sale are also presented in separate lines from the Group's remaining consolidated assets and liabilities on 30th June 2014.
Therefore, the discontinued operations' Result (0.1 million euros) corresponds to the Net Profit of the Solar activity attributable to the Group.
ACTIVITY
The backlog of (signed) turnkey contracts is 302 million euros, with Europe and Asia representing almost 91 % of the total amount.
| Geography | Total | % |
|---|---|---|
| Africa | 21 | 7% |
| America | 5 | 2% |
| Asia | 109 | 36% |
| Western Europe | 167 | 55% |
| TOTAL | 302 | 100% |
RESULTS
| €M | Jun-15 | Jun-14 | VAR.% |
|---|---|---|---|
| Revenues | 38,8 | 53,5 | -27% |
| EBITDA | 4,2 | -12,1 | n.m. |
| EBITDA Margin | 11% | -23% | 33,6 pp |
| Depreciation & Amortization | -1,4 | -1,3 | -5% |
| Provisions & Impairment Losses | 0,8 | -1,4 | n.m. |
| EBIT | 3,7 | -14,8 | n.m. |
| EBIT margin | 9% | -28% | 37,2 pp |
| Financial Results | -3,8 | -1,9 | -97% |
| Profit before taxes | -0,2 | -16,8 | 99% |
| Income tax | -0,1 | -0,1 | -25% |
| Net Profit | -0,3 | -16,9 | 98% |
| Attributable to non-controlling interests | -0,4 | -0,5 | 24% |
| Attributable to shareholders | 0,1 | -16,4 | n.m. |
Revenues in the 1st Half 2015 registered an around 27 % decrease compared to the same period of the previous year, totalling 38.8 million euros, versus 53.5 million euros registered YoY, essentially justified by the delay in some projects (in the UK and in Jordan) and also by the delay on the sale of some assets (in the UK).
The EBITDA in the 1st Half 2015 was positive, 4.2 million euros, with a margin of around 11 % versus -23 % in the 1st Half 2014.
The Net Debt at the end of the 1st Half 2015 was 53.6 million euros, showing a reduction of around 4 million euros when compared to the end of 2014.
04 | MARTIFER SHARE PERFORMANCE
SHARE PERFORMANCE
Source: Reuters
TRADED VOLUME ('000 shares)
Source: Reuters
The performance of the stock markets in the 1st Half 2015 was globally positive, highlighted in particular by the variations associated with the situation in Greece. In fact, the technical default and the probability of this country leaving the Euro Zone during the negotiations with its creditors lead to sharp drops in the main European indexes, being the Portuguese index one of the most affected. Globally, during this quarter, the performance of European shares, EuroStoxx50, showed an accumulated increase of around 11 % and the Portuguese shares of around 15.6 %.
During the 1st Half 2015 Martifer's share value increased around 65 %.
Martifer's share price closed the 1st Half 2015 at 0.309 €/share. The maximum price achieved was 0.475 €/share and the minimum 0.195 €/share which, in turn, was also the first quote of the year 2015.
The average daily volume of shares traded during the 1st Half 2015 was 90 283 shares, much less than the average daily volume of shares traded in the 1st Quarter, around 114 033 shares.
Martifer's market value on 30th June 2015 was 30.9 million euros.
FUTURE
PROSPECTS
05 | FUTURE PROSPECTS
The Group remains focused on the goals defined for 2015:
1. Adoption of a new organizational model
- Resizing and readapting the structure
- Improvement of the business processes and operational efficiency
- 2. Decrease of indebtedness through the divestment in non-core businesses and sale of non-core assets, allowing:
- A reduction of the cash costs
- A gradual debt reduction
- 3. Reinforcement of the international presence, focusing on three core geographies (Europe and the Middle East, Africa and Latin America) and in attractive opportunities profitable above average.
- 4. Focus on the Group's original business area Metallic Constructions in its several segments: metal mechanical constructions, aluminium and glass façades, infrastructures for oil & gas and the naval industry.
It is based on this strategy that the Group expects to overcome challenges, aiming to ensure its long term sustainability.
Oliveira de Frades, 27th August 2015
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)
Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)
Luís Valadares Tavares (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)
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 1st January 2015 through to 30th June 2015, are the following:
| HOLDER | GOVERNING BODY | NO. SHARES HELD ON 30/06/2015 |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 420,542 |
| 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 |
| 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 | - |
| Pedro Nuno Cardoso Abreu Moreira | Board of Directors | - |
| Américo Agostinho Martins Pereira | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| Paulo Sérgio Jesus das Neves | Supervisory Board | - |
| Hermínio António Paulos Afonso | Statutory Auditor, representing PricewaterhouseCoopers |
- |
| José Nunes Oliveira | 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
** Director Arnaldo José Nunes da Costa Figueiredo is a Director 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 | NO. SHARES HELD |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 420,542 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| Arnaldo Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| Pedro Nuno Cardoso Abreu Moreira | Board of Directors | - |
| Luis António de Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Américo Agostinho Martins Pereira | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| Paulo Sérgio Jesus das Neves | Supervisory Board | - |
| António Baia Engana | 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 30th June 2015 held a total of 42.697.047 shares of Martifer SGPS, S.A.
Transactions by the members of the governing bodies in the 1st Half 2015:
| MEMBER OF THE GOVERNING BODY | DATE | PURCHASE | ALIENATION | AVERAGE PRICE |
|---|---|---|---|---|
| Carlos Manuel Marques Martins* | 07-01-2015 | 20,000 | - | 0.196 |
| Carlos Manuel Marques Martins* | 15-01-2015 | 8,524 | - | 0.217 |
| Carlos Manuel Marques Martins* | 16-01-2015 | 6,600 | - | 0.212 |
| Carlos Manuel Marques Martins* | 16-01-2015 | 217 | - | 0.214 |
| Carlos Manuel Marques Martins* | 20-01-2015 | 1,381 | - | 0.215 |
| Carlos Manuel Marques Martins* | 26-01-2015 | 5,420 | - | 0.219 |
| Carlos Manuel Marques Martins* | 28-01-2015 | 2,740 | - | 0.219 |
| Carlos Manuel Marques Martins* | 29-01-2015 | 26,619 | - | 0.217 |
| Carlos Manuel Marques Martins* | 02-02-2015 | 1,941 | - | 0.214 |
* Purchases by the company Black & Blue, S.A. (Carlos Manuel Marques Martins is a shareholder and a Board member of this company)
HOLDERS OF QUALIFYING SHAREHOLDINGS
According to paragraph 1C) of article 9 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 the number of shares and percentage of voting rights held, calculated according to article 20 of the Securities Code (CMVM), as of 30th June 2015:
| SHAREHOLDERS | NO. OF SHARES | % OF SHARE CAPITAL | % OF VOTING RIGHTS 1 |
|---|---|---|---|
| I'M – SGPS, S.A. | 42,697,047 | 42.70% | 43.66% |
| Carlos Manuel Marques Martins* | 420,542 | 0.42% | 0.43% |
| Jorge Alberto Marques Martins* | 230,260 | 0.23% | 0.24% |
| Total Imputable to I'M – SGPS, SA | 43,347,849 | 43.35% | 44.33% |
| Mota-Engil – SGPS, S.A. | 37,500,000 | 37.50% | 38.35% |
| Arnaldo José Nunes da Costa Figueiredo ** | 3,000 | 0.00% | 0.00% |
| Total Imputable to Mota-Engil , SGPS, SA | 37,503,000 | 37.50% | 38.35% |
1 % Voting rights = Number shares / (N. º Number shares – Own shares)
* Holder of a position in the Governing Bodies of I'M SGPS, SA
** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA
STATEMENT OF COMPLIANCE ACCORDING TO ARTICLE 246, NUMBER 1, PARAGRAPH C) OF THE SECURITIES CODE (CMVM)
(Free translation from the original in Portuguese)
Dear Shareholders,
According to article 246, 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, 27th August 2015
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)
Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)
Luís Valadares Tavares (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)
College
COL
ERIM N CONSOLIDATED
FINANCIAL
STATEMENTS
05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 1ST HALF 2015 AND 2014 AND FOR THE 2 ND QUARTERS OF 2015 AND OF 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
| NOTES | ST HALF 2015 1 (NON-AUDITED) |
ST HALF 2014 1 (NON-AUDITED) |
ND QUARTER 2 2015 (NON-AUDITED) |
ND QUARTER 2 2014 (NON-AUDITED) |
|
|---|---|---|---|---|---|
| Sales and services rendered | 3, 4 | 123,808,925 | 91,195,718 | 66,124,495 | 41,515,873 |
| Other income | 5 | 10,617,708 | 22,514,629 | 4,825,598 | 16,608,422 |
| Cost of goods sold | 6 | (36,828,346) | (24,982,238) | (19,167,718) | (11,454,066) |
| Subcontractors | 7 | (29,924,328) | (18,322,809) | (19,107,390) | (8,313,541) |
| External supplies and services | 8 | (27,377,750) | (26,082,813) | (13,518,767) | (12,941,045) |
| Staff costs | 9 | (28,701,354) | (29,573,999) | (14,639,124) | (14,594,684) |
| Other expenses | 10 | (2,810,536) | (6,984,188) | (1,174,802) | (4,201,656) |
| 3 | 8,784,319 | 7,764,300 | 3,342,292 | 6,619,303 | |
| Amortizations | 3 | (6,786,562) | (7,494,213) | (3,326,638) | (3,645,317) |
| Provisions | 11 | (477,463) | (8,172,266) | (373,705) | (8,129,921) |
| Impairment losses | 11 | (91,516) | (602,396) | 34,112 | (594,883) |
| Operating income | 3 | 1,428,778 | (8,504,575) | (323,939) | (5,750,818) |
| Financial income | 12 | 3,204,473 | 2,104,379 | 966,912 | 1,177,482 |
| Financial expenses | 12 | (13,905,535) | (14,317,772) | (7,214,699) | (7,071,059) |
| Gains / (losses) on associate companies and joint arrangements | 13 | (12,854) | 167,618 | (350,429) | (480,918) |
| Profit before tax of continued operational units | (9,285,138) | (20,550,351) | (6,922,155) | (12,125,314) | |
| Income tax | 14 | (675,194) | (1,951,825) | (428,694) | (1,970,934) |
| Profit after tax of continued operational units | (9,960,332) | (22,502,176) | (7,350,849) | (14,096,249) | |
| Discontinued activities' result Attributable to: |
20 | 64,729 | (15,762,716) | 43,972 | (11,775,939) |
| non-controlling interests | 20 | (157,165) | (7,247,480) | (156,615) | (5,329,196) |
| owners of Martifer | 20, 21 | 221,894 | (8,515,236) | 200,588 | (6,446,743) |
| Profit for the period | 3 | (9,895,603) | (38,264,893) | (7,306,876) | (25,872,188) |
| Attributable to: | |||||
| non-controlling interests | 21 | (1,379,889) | (7,773,650) | (1,477,116) | (5,710,304) |
| owners of Martifer | (8,515,714) | (30,491,243) | (5,829,760) | (20,161,886) | |
| Earnings per share: | |||||
| Basic | 15 | (0.0871) | (0.3118) | (0.0871) | (0.0871) |
| from continuing operations | (0.0894) | (0.2247) | (0.0617) | (0.1403) | |
| from discontinued operations | 0.0023 | (0.0871) | 0.0021 | (0.0659) | |
| Diluted | 15 | (0.0871) | (0.3118) | (0.0871) | (0.0871) |
| from continuing operations | (0.0894) | (0.2247) | (0.0617) | (0.1403) | |
| from discontinued operations | 0.0023 | (0.0871) | 0.0021 | (0.0659) |
Note: In September 2014, the Group classified the solar business unit (composed of Martifer Solar, SA and its subsidiaries) as a non-current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated Income Statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated Financial Statements (Note 20).
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 1ST HALF 2015 AND 2014 AND FOR THE 2ND QUARTERS OF 2015 AND OF 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
| ST HALF 2015 1 (NON-AUDITED) |
ST HALF 2014 1 (NON-AUDITED) |
ND QUARTER 2 2015 (NON-AUDITED) |
ND QUARTER 2 2014 (NON-AUDITED) |
|---|---|---|---|
| (9,895,603) | (38,264,893) | (7,306,876) | (25,872,189) |
| 135,945 | (454,247) | 83,858 | (298,135) |
| (2,063,311) | 5,100,294 | (3,207,366) | 5,151,583 |
| (1,927,366) | 4,646,047 | (3,123,508) | 4,853,448 |
| - | |||
| (11,822,969) | (33,618,846) | (10,430,384) | (21,018,742) |
| - | |||
| (4,473,350) | |||
| (9,636,171) | (26,958,191) | (8,521,942) | (16,545,392) |
| - | |||
| - | |||
| (10,140,727) | (22,324,671) | (8,246,271) | (13,976,715) |
| (1,682,242) | (11,294,175) | (2,184,113) | (7,042,028) |
| (2,186,798) | (6,660,655) | (1,908,441) |
Note: In September 2014, the Group classified the solar business unit (composed of Martifer Solar, SA and its subsidiaries) as a non-current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated Income Statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated Financial Statements (Note 20).
CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION ON 30TH JUNE 2015 AND ON 31ST DECEMBER 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
| NOTES | 30TH JUNE 2015 (NON-AUDITED) |
31ST DECEMBER 2014 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 11,001,424 | 10,980,675 | |
| Intangible assets | 3,559,663 | 4,327,472 | |
| Tangible assets | 161,395,838 | 166,415,160 | |
| Investment property | 14,367,300 | 14,367,300 | |
| Financial assets under the equity method | 16 | 7,936,215 | 7,798,516 |
| Available for sale investments | 17 | 3,474,145 | 2,191,512 |
| Other non-current receivables | 18 | 42,727,287 | 62,150,851 |
| Deferred tax assets | 4,670,717 | 4,720,190 | |
| 249,132,589 | 272,951,676 | ||
| Current assets | |||
| Inventories | 13,248,442 | 15,135,531 | |
| Trade receivables | 18 | 92,379,243 | 87,582,767 |
| Other receivables | 18 | 56,292,283 | 36,187,928 |
| Income tax | 821,105 | 744,905 | |
| Current tax assets | 8,919,804 | 7,974,973 | |
| Other current assets | 19 | 45,222,007 | 40,904,841 |
| Cash and cash equivalents | 25,284,961 | 22,981,322 | |
| Non-current Assets held for sale | 20 | 139,218,718 | 148,265,754 |
| 381,386,563 | 359,778,022 | ||
| Total assets | 3 | 630,519,152 | 632,729,698 |
| 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 | (193,130,316) | (99,805,371) | |
| Profit for the year | (8,515,714) | (93,535,824) | |
| Equity attributable to owners of Martifer | 31,985,451 | 40,290,287 | |
| Non-controlling interests | 21 | (24,681,338) | (22,882,274) |
| Non-controlling interests attributable to non-current assets held for sale | 20, 21 | (1,503,094) | (2,060,023) |
| Total equity | 5,801,019 | 15,347,990 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 22 | 203,930,090 | 215,538,471 |
| Obligations under finance leases | 12,588,127 | 13,830,713 | |
| Other non-current liabilities | 23 | 15,986,599 | 12,381,230 |
| Provisions | 24 | 22,986,735 | 23,199,209 |
| Deferred tax liabilities | 930,562 | 930,496 | |
| 256,422,113 | 265,880,119 | ||
| Current liabilities | |||
| Borrowings | 22 | 78,361,663 | 73,645,092 |
| Obligation under finance leases | 3,164,357 | 2,481,603 | |
| Trade payables | 23 | 71,894,446 | 63,638,919 |
| Other payables | 23 | 23,234,648 | 27,179,264 |
| Income tax | 1,126,078 | 1,258,326 | |
| Current tax liabilities | 8,273,924 | 8,995,347 | |
| Other current liabilities | 25 | 61,597,972 | 42,091,465 |
| Derivatives | 212,244 | 216,614 | |
| Liabilities related to non-current assets held for sale | 20 | 120,430,689 | 131,994,958 |
| 368,296,021 | 351,501,588 | ||
| Total liabilities | 3 | 624,718,133 | 617,381,707 |
| Total equity and liabilities | 630,519,152 | 632,729,698 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 6 MONTH PERIODS ENDED ON 30TH JUNE OF 2015 AND OF 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
| ISSUED CAPITAL |
SHARE PREMIUM |
TREASURY STOCK |
FAIR VALUE RESERVES CASH FLOW HEDGE |
FOREIGN CURRENCY TRANSLATION |
OTHER RESERVES |
NET PROFIT EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT |
NON CONTROLLING |
TOTAL EQUITY |
||
|---|---|---|---|---|---|---|---|---|---|---|
| DERIVATIVES | RESERVES | INTERESTS | ||||||||
| Balance on 1st 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 PERIOD: | ||||||||||
| Profit for the period | - | - | - | - | - | - (30,491,243) | (30,491,243) | (7,773,650) | (38,264,893) | |
| Exchange differences arising from (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | 3,891,147 | - | - | 3,891,147 | 1,205,643 | 5,096,790 |
| Goodwill in foreign currency | - | - | - | - | 1,927 | - | - | 1,927 | 1,577 | 3,503 |
| Revaluation of land and buildings | - | - | - | - | - | - | - | - | - | |
| Other changes in equity of subsidiaries | - | - | - | (360,021) | - | - | - | (360,021) | (94,225) | (454,247) |
| Total comprehensive income for the period | - | - | - | (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 on 30th 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 | 122,717,597 | |
| Balance on 1st January 2015 | 50,000,000 186,500,000 | (2,868,519) | 4,004 | (19,282,953) | (80,526,421) | (93,535,824) | 40,290,287 | (24,942,297) | 15,347,990 | |
| Appropriation of the profit of 2014 | - | - | - | (93,535,824) | 93,535,824 | - | - | - | ||
| COMPREHENSIVE INCOME FOR THE PERIOD: | ||||||||||
| Profit for the period | - | - | - | - | - | - | (8,515,714) | (8,515,714) | (1,379,889) | (9,895,603) |
| Exchange differences arising from (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (1,232,833) | - | - | (1,232,833) | (849,267) | (2,082,100) |
| Goodwill in foreign currency | - | - | - | - | 10,334 | - | - | 10,334 | 8,455 | 18,789 |
| Revaluation of land and buildings | - | - | - | 102,042 | - | - | - | 102,042 | 33,903 | 135,945 |
| Other changes in equity of subsidiaries | - | - | - | 102,042 | (1,222,499) | - | (8,515,714) | (9,636,171) | (2,186,798) | (11,822,969) |
| Capital increase in subsidiaries | - | - | - | - | - | - | - | - | 957,988 | 957,988 |
| Other changes in equity of subsidiaries | - | - | - | - | - | 1,183,816 | - | 1,183,816 | 9,090 | 1,192,906 |
| Changes in the Consolidation perimeter | - | - | - | - | - | 164,637 | - | 164,637 | (39,477) | 125,160 |
| Non-controlling interests transactions | - | - | - | - | - | (17,117) | - | (17,117) | 17,062 | (55) |
| Balance on 30th June 2015 | 50,000,000 186,500,000 | (2,868,519) | 106,046 | (20,505,452) (172,730,909) | (8,515,714) | 31,985,451 | (26,184,432) | 5,801,019 |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 1ST HALF OF 2015 AND 2014 AND FOR THE 2ND QUARTERS OF 2015 AND OF 2014
(amounts expressed in Euro)
(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)
| ND QUARTER 2 |
ND QUARTER 2 |
|||
|---|---|---|---|---|
| ST HALF 2015 1 |
ST HALF 2014 1 |
2015 | 2014 | |
| (NON-AUDITED) | (NON-AUDITED) | (NON-AUDITED) | (NON-AUDITED) | |
| OPERATING ACTIVITIES | ||||
| Receipts from customers | 149,954,293 | 136,527,481 | 82,265,433 | 53,584,297 |
| Payments to suppliers | (110,599,394) | (96,819,055) | (67,427,972) | (43,476,520) |
| Payments to employees | (27,286,988) | (29,637,801) | (14,154,164) | (14,874,305) |
| Cash generated from operations | 12,067,911 | 10,070,625 | 683,298 | (4,766,528) |
| Income tax paid | (831,393) | (3,558,075) | (671,481) | (3,509,878) |
| Other receipts/(payments) relating to operating activities | 2,630,222 | (8,318,204) | 534,518 | (9,225,948) |
| Cash generated from other operating activities | 1,798,829 | (11,876,278) | (136,963) | (12,735,827) |
| Net cash generated by operating activities from discontinued operations | (6,521,944) | (7,985,687) | (1,980,553) | (6,206,211) |
| Net cash generated by operating activities (1) | 7,344,797 | (9,791,340) | (1,434,218) | (23,708,566) |
| INVESTING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Financial assets | 1,120,926 | 278,195 | 1,120,926 | 278,195 |
| Intangible assets | - | 711,122 | - | 465,277 |
| Tangible assets | 1,486,801 | 8,408,202 | 1,221,255 | 5,816,851 |
| Investment grants | - | 134,173 | - | 128,668 |
| Interest and similar income | 669,032 | 248,419 | 486,812 | (104,575) |
| Dividends | - | - | - | |
| Others | 529,005 | 3,068,543 | 379,224 | 2,996,694 |
| 3,805,764 | 12,848,654 | 3,208,217 | 9,581,109 | |
| Payments arising from: | ||||
| Tangible assets | (3,606,362) | (9,016,466) | (1,866,069) | (4,656,681) |
| Intangible assets | (48,220) | (131,087) | (46) | 59,304 |
| Others | (347,126) | (136,111) | 3,059 | 143,458 |
| (4,001,708) | (9,283,664) | (1,863,056) | (4,453,919) | |
| Net cash generated by investing activities from discontinued operations | 527,178 | 172,312 | 260,283 | (104,460) |
| Net cash generated by investing activities (2) | 331,234 | 3,737,302 | 1,605,443 | 5,022,730 |
| FINANCING ACTIVITIES | ||||
| Receipts arising from: | ||||
| Borrowings | 106,505,609 | 221,383,489 | 56,349,447 | 130,250,827 |
| Issue of equity shares, supplementary capital and share premiums | - | 15,000,000 | - | 15,000,000 |
| Others | 42,593 | 1,451 | 17,795 | (1,233,792) |
| 106,548,202 | 236,384,940 | 56,367,242 | 144,017,035 | |
| Payments arising from: | ||||
| Borrowings | (111,661,309) | (209,718,604) | (55,702,435) | (117,341,966) |
| Leasings | (335,451) | (385,402) | (64,798) | (256,922) |
| Interest and similar costs | (5,458,586) | (11,287,430) | (3,232,506) | (5,557,167) |
| Reduction of capital and other reserves | - | (10,122,183) | - | (10,122,183) |
| Others | (11,410) (117,466,756) |
(96,079) (231,609,698) |
(4,977) (59,004,716) |
(27,745) (133,305,983) |
| Net cash generated by financing activities from discontinued operations Net cash generated by financing activities (3) |
8,542,139 (2,376,415) |
(1,730,787) 3,044,455 |
6,861,329 4,223,855 |
(5,359,599) 5,351,453 |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) Changes in the consolidation perimeter and others |
5,299,616 30,345 |
(3,009,583) 788,435 |
4,395,081 (5,160) |
(13,334,384) 788,435 |
| Effect of foreign exchange currencies | (586,012) | 362,246 | (1,382,874) | (51,602) |
| Cash and cash equivalents at the beginning of the period | ||||
| Cash and cash equivalents at the end of the period | 28,456,245 | 38,843,709 | 30,193,147 | 49,582,358 |
| from continuing operations | ||||
| from discontinued operations | 25,284,961 | 30,738,650 | 25,284,961 | 30,738,650 |
| Changes in the consolidation perimeter and others | 7,915,232 | 6,246,157 | 7,915,232 | 6,246,157 |
NOTE: In September 2014, the Group started to classify the solar business unit (composed of Martifer Solar, SA and its subsidiaries) as a non-current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated cash flows, coming from this segment, is presented in an autonomous line in the Consolidated Statements of Cash Flows and the values YoY were adjusted to allow comparison (Note 20).
06 | NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTORY NOTE
Martifer SGPS, S.A., headquartered in Zona Industrial, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as their main activity the construction of steel infrastructures (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy projects (Note 3).
Martifer SGPS was founded on 29th 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 founded 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.
On 30th June 2015, the Group develops its activity mainly in Western Europe (in Portugal, in Spain, in France and in the United Kingdom), in Eastern Europe (in Slovakia and in Romania), in the Middle East (in Saudi Arabia), in Latin America (in Brazil), in the Sub-Saharan Africa (in Angola and in Mozambique) and in Algeria.
The accompanying notes were selected to help the understanding of the most significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated 31st December 2014.
All the amounts presented in these notes are expressed in Euros (rounded to the unit), unless otherwise stated.
These consolidated financial statements haven't been audited.
1. ACCOUNTING POLICIES
BASIS OF PREPARATION
These accompanying consolidated financial statements relate to the consolidated financial statements of 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 1st January 2015. These are the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB"), and the interpretations were 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 on 30th June 2015 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 on 31st December 2014 and disclosed in the corresponding notes.
The accounting standards that entered into force on 1st January 2015 did not cause major changes in the financial information hereby presented.
The consolidated financial statements are 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 carried out taking into consideration the best knowledge available of the events and the negotiations in progress on the day of the approval of the financial statements.
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, on 30th June 2015 and on 31st December 2014 are as follows:
COMPANIES CONSOLIDATED USING THE FULL CONSOLIDATION METHOD
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Martifer SGPS, S.A. | Oliveira de Frades |
Martifer SGPS | Holding | |||
| Martifer Inovação e Gestão, S.A. | Oliveira de Frades | Martifer Inovação | 100.00% | - | 100.00% | 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% | 75.00% |
| Martifer - Construções Metalomecânicas, S.A. | Oliveira de Frades | Martifer Construções | - | 79.18% | 79.18% | 79.18% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
Dublin | MMECC 1) | - | 47.51% | 47.51% | 47.51% |
| Martifer – Construcciones Metálicas España, S.A. |
Madrid | Martifer Espanha | - | 75.00% | 75.00% | 75.00% |
| Martifer – Construções Metálicas Angola, S.A. | Luanda | Martifer Angola | - | 59.06% | 59.06% | 59.06% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 75.00% | 75.00% | 75.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 75.00% | 75.00% | 75.00% |
| Martifer Constructions, SAS | Rungis | Martifer França | - | 75.00% | 75.00% | 75.00% |
| Martifer Constructii SRL | Bucharest | Martifer Constructii | - | 75.00% | 75.00% | 75.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 75.00% | 75.00% | 75.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Martifer Konstrukcje | - | 75.00% | 75.00% | 75.00% |
| Martifer Slovakia S.R.O. | Bratislava | Martifer Slovakia | - | 75.00% | 75.00% | 75.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria-a-Velha | Madeiras do Vouga | - | 75.00% | 75.00% | 75.00% |
| Martifer - Gestão de Investimentos, S.A. | Oliveira de Frades | MGI | - | 75.00% | 75.00% | 75.00% |
| Nagatel Viseu, Promoção Imobiliária, S.A. | Oliveira de Frades | Nagatel Viseu | - | 75.00% | 75.00% | 75.00% |
| Martifer Retail & Warehousing Angola, S.A. | Luanda | Martifer Retail Angola | - | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium Pty, Ltd | Sydney | Sassall | - | 75.00% | 75.00% | 75.00% |
| Martifer - Alumínios, S.A. | Oliveira de Frades | Martifer Alumínios | - | 75.00% | 75.00% | 75.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Martifer Alumínios Angola | - | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium Limited | Dublin | Martifer Aluminium Irlanda | - | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium UK Limited | London | Martifer Aluminium Reino Unido |
- | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium SAS | Rungis | Martifer Aluminium França | - | 75.00% | 75.00% | 75.00% |
| Martifer Alumínios Ltda | São Paulo | Martifer Alumínios Brasil | - | 74.99% | 74.99% | 74.99% |
| Martifer UK Limited | London | Martifer UK | - | 75.00% | 75.00% | 75.00% |
| MT Construction Maroc, S.A.R.L. | Tangier | Martifer Marrocos | - | 75.00% | 75.00% | 75.00% |
| Martifer - Construções Metálicas, Ltda. | Fortaleza | Martifer Brasil | - | 74.85% | 74.85% | 74.85% |
| Saudi Martifer Constructions LLC | Riyadh | Martifer Arábia Saudita | - | 75.00% | 75.00% | 75.00% |
| Martifer Beteiligungsverwaltungs GmbH | Vienna | Martifer GmbH | 100.00% | - | 100.00% | 100.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| M City Gliwice Sp. Zo.o | Gliwice | M City Gliwice | - | 75.00% | 75.00% | 75.00% |
| Martifer Energy Systems II, SGPS, S.A. | Oliveira de Frades | Martifer Energy Systems II | 100.00% | - | 100.00% | 100.00% |
| 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 Energy Systems PTY | Cape Town | Martifer Energia África do Sul |
- | 85.00% | 85.00% | 85.00% |
| 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 2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Martifer Solar Sistemas Solares2) |
- | 55.00% | 55.00% | 55.00% |
| Solar Parks Construccion Parques Solares ETVE, S.A. |
Madrid | Solar Parks2) | - | 55.00% | 55.00% | 55.00% |
| Parque Solar Seseña III, S.L. | Madrid | Seseña III2) | - | 55.00% | 55.00% | 55.00% |
| MTS Solar Sistemas Solares, S.A. | Mexico City | Martifer Solar México2) | - | 54.45% | 54.45% | 54.45% |
| Martifer Solar Chile Holding, Lda | Santiago de Chile | Martifer Solar Chile2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Chile Operaciones Limitada | Santiago de Chile | Solar Chile Operaciones2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Servicios México | Mexico City | Martifer Solar Servicios México2) |
- | 55.00% | 55.00% | 55.00% |
| Martifer Solar S.R.L. | Milan | Martifer Solar Itália2) | - | 55.00% | 55.00% | 55.00% |
| MTS1 S.R.L. | Syracuse | MTS12) | - | 55.00% | 55.00% | 55.00% |
| MTS2 S.R.L. | Syracuse | MTS22) | - | 55.00% | 55.00% | 55.00% |
| MTS3 S.R.L. | Syracuse | MTS32) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar RO S.R.L. | Bucharest | Martifer Solar Roménia2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Inc. | S. Francisco CA | Martifer Inc. 2) | - | 55.00% | 55.00% | 55.00% |
| MT Silverado Fund I LLC | S. Francisco CA | Silverado 1) 2) | - | 31.42% | 31.42% | 31.42% |
| Martifer Solar Finance LLC | S. Francisco CA | Martifer Solar Finance | - | - | - | 55.00% |
| Martifer Solar Hellas, A.T.E. | Athens | PVI 1) 2) | - | 39.13% | 39.13% | 39.13% |
| Martifer Solar Angola | Luanda | Martifer Solar Angola 1) 2) | - | 41.25% | 41.25% | 41.25% |
| Martifer Solar N.V. | Deerlijk | Martifer Solar Bélgica2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar UK Limited | London | Martifer Solar UK2) | - | 55.00% | 55.00% | 55.00% |
| MTS Exbury Solar Limited | London | MTS Exbury Solar Limited2) | - | 55.00% | 55.00% | 55.00% |
| MTS Manton Manor Solar Limited | London | MTS Manton Manor Solar Limited2) |
- | 55.00% | 55.00% | 55.00% |
| MTS Stud Farm Solar Limited | London | MTS Stud Farm Solar Limited2) |
- | 55.00% | 55.00% | 55.00% |
| MTS Penderi Solar Limited | London | MTS Penderi Solar Limited2) | - | 55.00% | 55.00% | 55.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Martifer Solar S.A.S. | Lyon | Martifer Solar França2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar CZ | Prague | Martifer Solar República Checa2) |
- | 55.00% | 55.00% | 55.00% |
| Home Energy France SAS | Lyon | Home Energy França 2) | - | 55.00% | 55.00% | 55.00% |
| PVGlass S.r.l | Milan | PVGlass Itália2) | - | 55.00% | 55.00% | 55.00% |
| MPrime Solar Solutions, S.A. | Oliveira de Frades | Mprime2) | - | 55.00% | 55.00% | 55.00% |
| MPrime GMBH | Munich | MPrime GMBH2) | - | 55.00% | 55.00% | 55.00% |
| Sol Cativante, Lda. | Sever do Vouga | Sol Cativante 2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Investments, B.V. | Amsterdam | Martifer Solar Holanda2) | - | 55.00% | 55.00% | 55.00% |
| MTS6 S.R.L. | Syracuse | MTS62) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar SK s.r.o. | Dolny Kubin | Martifer Solar Eslováquia2) | - | 55.00% | 55.00% | 55.00% |
| Ginosa Solar Farm, S.R.L. | Rome | Ginosa Solar Farm2) | - | 55.00% | 55.00% | 55.00% |
| Solar Spritehood S.R.L | Rome | Solar Spritehood2) | - | 55.00% | 55.00% | 55.00% |
| MTS7, S.R.L. | Rome | MTS72) | - | 55.00% | 55.00% | 55.00% |
| Canopy - Naos | Paris | Canopy Naos | - | - | - | 55.00% |
| Steadfast Fairview Solar, Ltd | Andover | Steadfast Fairview Solar2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar UA, LLC | Kiev | Martifer Solar Ucrânia2) | - | 55.00% | 55.00% | 55.00% |
| Inspira Martifer Solar Limited | Mumbai | Inspira Martifer Solar 1) 2) | - | 28.05% | 28.05% | 28.05% |
| Societé Developpement Local SA | Dakar | Martifer Solar Senegal 1) 2) | - | 28.05% | 28.05% | 28.05% |
| Martimak Solar | Besiktas | Martimak1) 2) | - | 44.00% | 44.00% | 44.00% |
| Martiper Solar | Besiktas | Martiper1) 2) | - | 44.00% | 44.00% | 44.00% |
| Martifer Solar Singapura PTE. LTD. | Singapore | Martifer Solar Singapura2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Japan KK | Tokyo | Martifer Solar Japan2) | - | 55.00% | 55.00% | 55.00% |
| Solariant Portfolio GK One | Tokyo | Solariant Portfolio GK One2) | - | 55.00% | 55.00% | 55.00% |
| EVIVA SOLAR 1 LTD | Athens | Eviva Solar 12) | - | 54.90% | 54.90% | 54.90% |
| EVIVA SOLAR 2 LTD | Athens | Eviva Solar 22) | - | 54.90% | 54.90% | 54.90% |
| MTS Tonge Solar Limited | London | MTS Tonge2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar MZ, S.A. | Maputo | Martifer Solar Moçambique 1) 2) |
- | 28.05% | 28.05% | 28.05% |
| Greencoverage Unipessoal, Lda. | Oliveira de Frades | Greencoverage2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar, Ltda | Pindamonhangaba | Martifer Solar Brasil2) | - | 54.45% | 54.45% | 54.45% |
| Visiontera Unipessoal, Lda | Oliveira de Frades | Visiontera2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Solar Middle East | Dubai | Martifer Solar Middle East2) | - | 55.00% | 55.00% | 55.00% |
| Belive in Bright Unipessoal, LDA. | Oliveira de Frades | Belive in Bright2) | - | 55.00% | 55.00% | 55.00% |
| Martifer Renewables SGPS, S.A. | Oliveira de Frades |
Martifer Renewables SGPS |
100.00% | - | 100.00% | 100.00% |
| Martifer Renewables, S.A. | Oliveira de Frades | Martifer Renewables SA | - | 100.00% | 100.00% | 100.00% |
| Martifer Renovables ETVE, S.A.U. | Madrid | Martifer Renovables | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 1 S.L. | Madrid | Eurocab 1 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 2 S.L. | Madrid | Eurocab 2 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 3 S.L. | Madrid | Eurocab 3 | - | 100.00% | 100.00% | 100.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Eurocab FV 4 S.L. | Madrid | Eurocab 4 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 5 S.L. | Madrid | Eurocab 5 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 6 S.L. | Madrid | Eurocab 6 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 7 S.L. | Madrid | Eurocab 7 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 8 S.L. | Madrid | Eurocab 8 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 9 S.L. | Madrid | Eurocab 9 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 10 S.L. | Madrid | Eurocab 10 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 11 S.L. | Madrid | Eurocab 11 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 12 S.L. | Madrid | Eurocab 12 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 13 S.L. | Madrid | Eurocab 13 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 14 S.L. | Madrid | Eurocab 14 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 15 S.L. | Madrid | Eurocab 15 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 16 S.L. | Madrid | Eurocab 16 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 17 S.L. | Madrid | Eurocab 17 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 18 S.L. | Madrid | Eurocab 18 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 19 S.L. | Madrid | Eurocab 19 | - | 100.00% | 100.00% | 100.00% |
| Eviva Energy S.R.L. | Bucharest | Eviva Roménia | - | 100.00% | 100.00% | 100.00% |
| Eviva Nalbant S.R.O. | Bucharest | Eviva Nalbant | - | 100.00% | 100.00% | 100.00% |
| Eviva Agighiol S.R.L. | Bucharest | Eviva Agighiol | - | 100.00% | 100.00% | 99.00% |
| Eviva Casimcea S.R.O. | Bucharest | Eviva Casimcea | - | 100.00% | 100.00% | 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. | Sydney | 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% |
| 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 Renováveis Ltda. | Fortaleza | Martifer Renewables Brasil | - | 100.00% | 100.00% | 100.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| 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% |
| 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% |
| MSPAR Energia e Participações, SA | Barueri | MSPAR | - | 100.00% | 100.00% | 100.00% |
| Floresta I, Geração de Energia S.A. | Areia Branca | Floresta I | - | 90.00% | 90.00% | - |
| Floresta II, Geração de Energia S.A. | Areia Branca | Floresta II | - | 90.00% | 90.00% | - |
| Floresta III, Geração de Energia S.A. | Areia Branca | Floresta III | - | 90.00% | 90.00% | - |
| Floresta IV, Geração de Energia S.A. | Areia Branca | Floresta IV | - | 90.00% | 90.00% | - |
| 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) This company is classified on 30th June 2015 as a non-current asset held for sale (Note 20).
COMPANIES CONSOLIDATED USING THE EQUITY METHOD
The companies consolidated using the equity method, their registered offices and the percentage of share capital held by the Group are as follows:
| SHARE CAPITAL HELD PERCENTAGE | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Metallic Constructions | ||||||
| Associate companies: | ||||||
| Liszki Green Park, Sp. Zo.o | Gliwice | Liszki Green Park | - | 33.75% | 33.75% | 33.75% |
| 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% |
| Martimetal Spa | Algiers | Martimetal | - | 49.00% | 49.00% | 49.00% |
| Joint control companies: | ||||||
| Promoquatro – Investimentos Imobiliários, Lda. | Oliveira de Frades |
Promoquatro | - | 37.50% | 37.50% | 37.50% |
| M City Bialystok Sp. Zo.o | Gliwice | M City Bialystok | - | 37.50% | 37.50% | 37.50% |
| M City Radom Sp. Zo.o | Gliwice | M City Radom | - | 37.50% | 37.50% | 37.50% |
| M. City Szczecin Sp. Z o.o. | Gliwice | M City Szczecin | - | 37.50% | 37.50% | 37.50% |
| Solar | ||||||
| Associate companies: | ||||||
| Parque Solar Seseña I, S.L. | Madrid | Seseña I 3) | - | 20.61% | 20.61% | 20.61% |
| Canaverosa Renovables, SL | Madrid | Canaverosa | - | - | - | 26.94% |
| Empresa de Energia Renovable Maria del Sol Norte S.A. |
Santiago | Maria del Sol3) | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Uno SpA | Santiago | MSN Solar Uno3) | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Dos SpA | Santiago | MSN Solar Dos3) | - | 26.95% | 26.95% | 26.95% |
| MSN Solar Tres SpA | Santiago | MSN Solar Tres3) | - | 26.95% | 26.95% | 26.95% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2014 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL | |
| MSN Solar Cuatro SpA | Santiago | MSN Solar Cuatro3) | - | 26.95% | 26.95% | 26.95% | |
| MSN Solar Cinco SpA | Santiago | MSN Solar Cinco3) | - | 26.95% | 26.95% | 26.95% | |
| Martifer Solar Canadá, Ltd. | Toronto | Martifer Solar Canadá3) | - | 27.50% | 27.50% | 27.50% | |
| Renewables | |||||||
| Associate companies: | |||||||
| Eviva Gizalki Sp. Zo.o | Miastko | Eviva Gizalki 2) | - | 100.00% | 100.00% | 100.00% | |
| Joint control companies: | |||||||
| Ventinveste, S.A. | Lisbon | Ventinveste SA | 6.00% | 42.50% | 48.50% | 48.50% | |
| Âncora Wind – Energia Eólica, S.A | Lisbon | Âncora | 24.25% | 24.25% | 24.25% | ||
| Parque Eólico do Douro Sul, S.A. | Lisbon | PE Douro Sul | - | 24.25% | 24.25% | 24.25% | |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | PE Vale do Chão | - | 24.25% | 24.25% | 24.25% | |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | PE Torrinheiras | - | 48.50% | 48.50% | 48.50% | |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | PE Pinhal do Oeste | - | 48.50% | 48.50% | 48.50% | |
| Parque Eólico de Vale Grande. S.A. | Lisbon | PE Vale Grande | - | 48.50% | 48.50% | 48.50% | |
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | PE Cabeço Norte | - | 48.50% | 48.50% | 48.50% | |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | PE Serra do Oeste | - | 48.50% | 48.50% | 48.50% | |
| Parque Eólico do Planalto, S.A. | Lisbon | PE Planalto | - | 48.50% | 48.50% | 48.50% | |
| 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% | 50.00% | 50.00% | |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. |
Oliveira de Frades |
SPEE 2 | - | 50% | 50.00% | 50.00% | |
| Parque Eólico da Penha da Gardunha, Lda. |
Oliveira de Frades |
PE Penha da Gardunha | - | 50% | 50.00% | 50.00% | |
| Other | |||||||
| Associate companies: | |||||||
| Prio Energy SGPS. S.A. | Oliveira de Frades |
Prio Energy SGPS 1) | 5.00% | - | 5.00% | 5.00% | |
| Prio Biocombustíveis. S.A. | Oliveira de Frades |
Prio Biocombustíveis 1) | - | 5.00% | 5.00% | 5.00% | |
| Prio Energy. S.A. | Oliveira de Frades |
Prio Energy 1) | - | 5.00% | 5.00% | 5.00% | |
| Mondefin | Coimbra | Mondefin 1) | - | 5.00% | 5.00% | 5.00% | |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades |
Prio Tanques 1) | - | 5.00% | 5.00% | 5.00% | |
| Prio.E-Electric, S.A. | Oliveira de Frades |
Prio.E-Electric 1) | - | 5.00% | 5.00% | 5.00% | |
| PRIO.E - Mobility Solutions, Lda _PT | Oliveira de Frades |
Park Charge 1) | - | 5.00% | 5.00% | 5.00% | |
| Prio. E – SGPS, S.A. | Oliveira de Frades |
Prio E SGPS 1) | - | 5.00% | 5.00% | 5.00% | |
| Share Motivation, Lda. | Oliveira de Frades |
Share Motivation 1) | - | 5.00% | 5.00% | 5.00% | |
| IMO 505, Lda | Coimbra | IMO 5051) | - | 5.00% | 5.00% | 5.00% | |
| Prio Gas Lisboa, SA | Aveiro | Prio Gas 1) | - | 2.50% | 2.50% | 2.50% |
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 the same control over the investee
2) The consolidation of this company through the equity method results from the Group having significant influence on the company (Note 16).
3) This company is classified on 30th June 2015 as a non-current asset held for sale (Note 20).
During the 1st Half 2015 and the FY2014 the changes occurred in the consolidation perimeter were the following:
Incorporated companies:
In the 1st Half 2015:
| IN THE 1ST HALF 2015 | HEAD OFFICE |
|---|---|
| Renewables | |
| Subsidiary companies: | |
| Floresta I, Geração de energia S.A. | Areia Branca |
| Floresta II, Geração de energia S.A | Areia Branca |
| Floresta III, Geração de energia S.A | Areia Branca |
| Floresta IV, Geração de energia S.A | Areia Branca |
In 2014:
| FY 2014 | HEAD OFFICE |
|---|---|
| Metallic Constructions | |
| Associate companies: | |
| Martimetal Spa | Algiers |
| Solar | |
| Subsidiary companies: | |
| MTS Exbury Solar Limited | London |
| MTS Manton Manor Solar Limited | London |
| MTS Stud Farm Solar Limited | London |
| MTS Penderi Solar Limited | London |
| MTS Hill Farm Solar Limited | London |
| Renewables | |
| Associate companies: | |
| Âncora Wind – Energia Eólica, S.A | Lisbon |
| Other | |
| Associate companies: | |
| Prio Gas Lisboa, SA | Aveiro |
Acquired companies:
In the 1st Half 2015:
There were no acquisitions.
In 2014:
| FY 2014 | HEAD OFFICE |
|---|---|
| Solar | |
| Subsidiary companies: | |
| Solariant Portfolio GK One | Tokyo |
| Other | |
| Associate companies: | |
| IMO 505, Lda | Coimbra |
Sold / liquidated companies:
In the 1st Half 2015:
| IN THE 1ST HALF 2015 | HEAD OFFICE |
|---|---|
| Solar | |
| Canopy Naos | Paris |
| Martifer Solar Finance LLC | S. Francisco CA |
| Cañaverosa Renovables | Madrid |
| Renewables | |
| Melosa – Geração de Energia e Participações, Ltda. | Fortaleza |
In 2014:
| FY 2014 | HEAD OFFICE |
|---|---|
| Solar | |
| MTS Spittleborough Solar Limited | London |
| Montidílico Unipessoal, LDA. | Oliveira de Frades |
| Inovsun, Lda. | Oliveira de Frades |
| MTS Francis Court Solar Limited | London |
| MTS Hill Farm Solar Limited | London |
| MTS Rydon Solar Limited | London |
| Steadfast Molland Solar, Ltd | Andover |
| Martifer Solar Sistemas Solares Equador S.A. | Sangolquí |
| Renewables | |
| Vesto EAD | Varna |
| DVP1 Limited | Varna |
| DVP2 Limited | Varna |
| Rosa dos Ventos - Geração e Comercialização de Energia, S.A | Fortaleza |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades |
| Eólica Coqueirais, Ltda. | Fortaleza |
| Eólica Paraipaba, Ltda . | Fortaleza |
| Eólica Chapadão, Ltda. | Fortaleza |
| Eólica Macaúbas, Ltda. | Fortaleza |
| Eólica Sobradinho, Ltda. | Fortaleza |
| Other | |
| Nutre SGPS, S.A. | Oliveira de Frades |
| Nutre, S.A. | Oliveira de Frades |
| Nutre - Industrias Alimentares, S.A. | Oliveira de Frades |
| Nutre MZ. S.A. | Maputo |
| Nutre Farming, S.R.L. | Bucharest |
| Prio Agromart S.R.L. | Bucharest |
| Prio Balta S.R.L. | Bucharest |
| Prio Facaieni S.R.L. | Bucharest |
| Prio Ialomita S.R.L. | Bucharest |
| Prio Rapita S.R.L. | Bucharest |
| Nutre Farming West Part S.R.L. | Bucharest |
| Prio Terra Agricola S.R.L. | Bucharest |
| FY 2014 | HEAD OFFICE |
|---|---|
| Prio Turism Rural S.R.L | Bucharest |
| Agromec Balaciu | Bucharest |
| Miharox S.R.L. | Bucharest |
| Zimbrul. S.A. | Bucharest |
| Agrozootehnica. S.A. | Bucharest |
| Prio Agrotrans S.R.L. | Bucharest |
| Nutre Brasil LTDA | S. Luís do Maranhão |
| Prio Extractie S.R.L. | Bucharest |
| Prio Agro Industries. Sp. Z o.o. | Gliwice |
| Prio Biocombustibil S.R.L. | Bucharest |
| Prio Meat S.R.L | Bucharest |
| Prio Foods – AJFS Construções, ACE | Lisbon |
| Nutre Farming B.V. | Amsterdam |
| Bunge Prio Cooperativa U.A. | Amsterdam |
| Bunge Roménia S.R.L. | Buzau |
| Centralrest, Lda | Ílhavo |
| Prio Agriculture, B.V. | Delft |
| Porthold Project Development BV | Amsterdam |
| Fertilis Agro-Indústrias, Lda | Luanda |
Changes in the consolidation method:
In the 1st Half 2015:
Cañaverosa Renovables, SL – from equity method to full consolidation due to the increase in the shareholding held by the Group to 54.98 %. The referred shareholding was meanwhile sold in the 2nd Quarter 2015.
In 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 %.
Martifer Solar Canadá - from full consolidation to equity method due to the decrease in the shareholding held by Martifer Solar Investments B.V. from 100 % to 50 %.
Eviva Gizalki - from full consolidation to equity method due to the loss of control, in particular by not having autonomy to manage its financial and operational policies (Note 16).
Other changes in the consolidation perimeter:
In the 1st Half 2015:
Eviva Nalbant, srl – increase in the shareholding held from 99.99997 % to 100 %.
Eviva Casimcea, srl – increase in the shareholding held from 99 % to 100 %.
Eviva Agighiol, srl – increase in the shareholding held from 99 % to 100 %.
In 2014:
MS Par Energia e Participações – transfer of shareholding from Martifer Renováveis, SA to Martifer Renewables Brasil Participações, Ltda.
Prio Energy SGPS - decrease in the share held by Martifer SGPS, SA, from 10 % to 5 %.
Martifer Metallic Constructions SGPS, S.A - decrease in the share held by Martifer SGPS, SA, from 100 % to 75 %.
Martifer Aluminium PTY – transfer of shareholding from Martifer Alumínios, SA to Martifer Metallic Constructions SGPS, SA.
Ventinveste, S.A – increase in the share held directly and indirectly by Martifer SGPS, SA from 46 % to 48.5 %
FTP Power LLC (previously FTP Solar LLC) – discontinuation of the equity method in virtue of the loss of significant influence (Note 20).
Martifer Solar USA - deconsolidates due to the loss of control verified with the signature of the "settlement, plan, support and release agreement".
Martifer Aurora Solar LLC - deconsolidates due to the loss of control verified with the signature of the "settlement, plan, support and release agreement".
3. INFORMATION BY BUSINESS SEGMENTS
The Group bases its disclosure of information for primary segments on its internal organisation for management purposes.
The Group is organised in two business areas: 'Metallic Constructions' and 'Renewables' that are coordinated and supported by Martifer SGPS.
The business area 'Metallic Constructions' includes all the construction of steel infrastructures (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy projects. The 'RE Developer' segment includes the promotion and development of renewable energy projects, with particular focus on 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'.
In September 2014, the Group decided to classify the 'Solar' segment (composed of Martifer Solar, SA and its subsidiaries) as a non-current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The detail of this contribution is presented in the Notes to Interim Consolidated Financial Statements (Note 20).
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).
On 30th June of 2015 and of 2014, the breakdown of sales and services rendered by primary segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | TOTAL | ||||
|---|---|---|---|---|---|---|
| 6 M' 2015 | 6 M' 2014 | 6 M' 2015 | 6 M' 2014 | 6 M' 2015 | 6 M' 2014 | |
| Metallic Constructions | 116,941,207 | 86,044,382 | 8,372,432 | 15,366,612 | 125,313,639 | 101,410,994 |
| Renewables | 6,521,374 | 4,627,331 | 253,109 | 100,446 | 6,774,483 | 4,727,777 |
| Others | 346,344 | 524,005 | 917,563 | 2,100,274 | 1,263,907 | 2,624,279 |
| 123,808,925 | 91,195,718 | 9,543,103 | 17,567,332 | 133,352,029 | 108,763,050 | |
| - | ||||||
| Intersegment Eliminations | (8,835,953) | (14,418,181) | ||||
| Own work capitalized (Note 5) | (707,150) | (3,149,151) | ||||
| 123,808,925 | 91,195,718 | |||||
Sales and services rendered to external customers, by geographical origin and by segment were as follows on 30th June of 2015 and of 2014:
| 6 M' 2015 | 6 M' 2014 |
|---|---|
| Iberian Peninsula | |
| Metallic Constructions 35,819,709 |
24,281,928 |
| Renewables 2,615,141 |
2,738,823 |
| Others 303,662 |
444,045 |
| Central Europe | |
| Metallic Constructions 30,027,063 |
23,211,948 |
| Renewables 3,817,899 |
1,872,361 |
| Others 42,682 |
79,960 |
| Other Markets | |
| Metallic Constructions 51,094,435 |
38,550,506 |
| Renewables 88,334 |
16,147 |
| 123,808,925 | 91,195,718 |
In the 1st Half 2015 the sales and services rendered increased approximately 32.6 million euros YOY. This growth results mainly from the increase in sales and services rendered in the Metallic Constructions segment (about 30.9 million euros).
On 30th June of 2015 and of 2014 the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments were as follows:
| EBITDA | EBIT | PROFIT AFTER TAX | |||||
|---|---|---|---|---|---|---|---|
| 6 M' 2015 | 6 M' 2014 | 6 M' 2015 | 6 M' 2014 | 6 M' 2015 | 6 M' 2014 | ||
| Metallic Constructions | 4,945,297 | (2,797,379) | 1,916,152 | (14,861,977) | (4,944,257) | (21,881,204) | |
| Renewables | 3,825,215 | 11,014,573 | 16,325 | 6,919,013 | (8,464) | 5,577,481 | |
| Others | 13,807 | (452,894) | (503,699) | (561,611) | (5,007,611) | (6,198,452) | |
| 8,784,319 | 7,764,300 | 1,428,778 | (8,504,575) | (9,960,332) | (22,502,176) | ||
| Earnings of the disposal group classified as held for sale |
- | - | - | - | 64,729 | (15,762,716) | |
| 8,784,319 | 7,764,300 | 1,428,778 | (8,504,575) | (9,895,603) | (38,264,893) |
In the 1st Half 2015 there was an operational recovery, with a positive EBITDA of 8.8 million euros. For this contributed the improvement in the Metallic Constructions segment (7.7 million euros), which compensated the decrease in the Renewables segment (7.2 million euros), thus registering a 1 million euros increase YoY.
The Group's net assets and liabilities by operating segments on 30th June 2015 and on 31st December 2014 were as follows:
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 30 JUNE 2015 | 31 DECEMBER 2014 | 30 JUNE 2015 | 31 DECEMBER 2014 | ||
| Metallic Constructions | 322,232,923 | 310,078,424 | 325,404,786 | 306,200,108 | |
| Renewables | 156,927,620 | 157,464,362 | 62,538,226 | 63,327,919 | |
| Holding and MIGs | 520,895,843 | 521,568,741 | 165,707,531 | 161,701,757 | |
| Non-current operation held for sale – (Note 20) | 139,218,718 | 148,265,754 | 131,994,958 | 137,358,237 | |
| Intra-group eliminations | (508,755,952) | (504,647,583) | (60,927,368) | (51,206,314) | |
| 630,519,152 | 632,729,698 | 624,718,133 | 617,381,707 |
The Group's capital expenditures (acquisition of tangible and intangible assets) and depretiation/amortizations, by operating segments, until 30th June of 2015 and of2014 were as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||
|---|---|---|---|---|
| 6 M' 2015 | 6 M' 2014 | 6 M' 2015 | 6 M' 2014 | |
| Metallic Constructions | 2,575,475 | 7,858,915 | 3,236,976 | 3,385,560 |
| Renewables | 568,700 | 619,406 | 3,032,081 | 3,297,196 |
| Others | 1,358 | 4,842 | 517,504 | 811,456 |
| 3,145,533 | 8,483,163 | 6,786,562 | 7,494,213 |
4. SALES AND SERVICES RENDERED
On 30th June of 2015 and of 2014, the breakdown of sales and services rendered was as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Revenues from the sale of merchandise | 4,026,631 | 6,839,543 |
| Revenues from the sale of goods | 46,891,351 | 31,873,745 |
| Services rendered | 72,890,943 | 52,482,430 |
| 123,808,925 | 91,195,718 |
5. OTHER INCOME
On 30th June of 2015 and of 2014 the breakdown of the caption 'Other income' is as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Change in production | (920,797) | 190,699 |
| Own work capitalized | 707,150 | 3,149,151 |
| Taxes | 542 | - |
| Reversals of impairment losses: | ||
| Trade debtors (Note 18) | 686,871 | 3,398 |
| Other impairment losses | 2,822,385 | 779,109 |
| Supplementary income | 942,680 | 769,459 |
| Gains in inventories | 2,021 | 3,640 |
| Capital Gains in non-financial assets | 706,285 | 14,390,249 |
| Operating subsidies | 87,234 | 525 |
| Investments subsidies | 23,958 | 115,839 |
| Foreign exchange gains | 3,382,139 | 2,011,560 |
| Other operational gains | 2,177,241 | 1,101,001 |
| 10,617,708 | 22,514,629 |
The amount included under the caption 'Own work capitalized', during the period ended on 30th June 2015 is essentially related to the strengthening operational reinforcement capacity of West Sea, in the Naval sector.
During the first half of 2015 there were favourable foreign exchange gains resulting from the devaluation of several currencies against the Euro.
6. COST OF GOODS SOLD
On 30th June of 2015 and of 2014 the cost of goods sold was as follows:
| 6 M' 2014 | MERCHANDISE | RAW MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 4,067,430 | 8,071,480 | 12,138,910 |
| Purchases | 6,188,363 | 26,907,359 | 33,095,722 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | (2,431,241) | (5,982,735) | (8,413,976) |
| Closing balance | 3,931,928 | 7,906,490 | 11,838,418 |
| 3,892,624 | 21,089,614 | 24,982,238 |
| 6 M' 2015 | MERCHANDISE | RAW MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance | 3,931,928 | 7,906,490 | 11,838,418 |
| Purchases | 5,319,037 | 35,101,029 | 40,420,066 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | (779,849) | (6,074,389) | (6,854,238) |
| Closing balance | 3,198,704 | 5,377,196 | 8,575,900 |
| 5,272,412 | 31,555,934 | 36,828,346 |
7. SUBCONTRACTORS
On 30th June of 2015 and of 2014 the caption 'subcontractors' was as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Subcontractors | 29,924,328 | 18,322,809 |
| 29,924,328 | 18,322,809 |
The subcontracts are essentially related to construction works carried out in the 'Metallic Constructions' segment.
8. EXTERNAL SUPPLIES AND SERVICES
On 30th June 2015 and 2014 the external supplies and services are as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Transportation of goods | 3,266,688 | 3,232,214 |
| Specialized works | 5,369,409 | 6,765,414 |
| Leases and rents | 10,167,925 | 6,822,294 |
| Service Fees | 786,952 | 770,777 |
| Travelling expenses | 1,417,412 | 2,253,437 |
| Electricity and Fuel | 1,500,651 | 1,275,098 |
| Insurance | 1,032,695 | 1,091,099 |
| Maintenance and repairs | 812,812 | 925,679 |
| Communications | 388,789 | 470,887 |
| Security | 451,041 | 436,798 |
| Legal and notarial fees | 190,721 | 87,133 |
| Commissions | 288,525 | 120,315 |
| Advertising | 101,952 | 34,354 |
| Cleaning, health and safety | 240,439 | 258,446 |
| Tools and devices | 204,217 | 192,104 |
| Other | 1,157,522 | 1,346,767 |
| 27,377,750 | 26,082,813 |
9. STAFF COSTS
On 30th June of 2015 and of 2014, staff costs were as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Salaries | 22,373,113 | 22,954,452 |
| Social contributions | 6,328,241 | 6,619,547 |
| 28,701,354 | 29,573,999 |
The caption 'social contributions' includes mainly social security contributions, food and health subsidies, insurance costs and dismissal compensations.
10. OTHER EXPENSES
On 30th June of 2015 and of 2014, the caption 'Other expenses' was as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Taxes | 909,494 | 2,170,616 |
| Impairment losses: | ||
| Trade debtors (Note 18) | - | 134,269 |
| Losses in inventories | 992 | 79,120 |
| Losses in non-financial assets | 42,805 | 3,209,487 |
| Foreign exchange losses | 1,051,675 | 682,126 |
| Trade debtors write-off | (1,827) | - |
| Fines and penalties | 140,548 | 79,531 |
| Other operational losses | 666,848 | 629,038 |
| 2,810,536 | 6,984,188 |
11. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the six-month periods ended on 30th June of 2015 and of 2014 were as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Impairment losses | ||
| In financial investments | - | 3,992 |
| In tangible assets | 91,516 | 598,403 |
| 91,516 | 602,396 | |
| Provisions (Note 24) | ||
| Arising from the use of the equity method | 394,127 | 247,179 |
| Quality guarantees | (37,038) | (44,359) |
| Legal claims in progress | (143,283) | 41,380 |
| Others | 263,656 | 7,928,066 |
| 477,463 | 8,172,266 |
12. NET FINANCIAL RESULTS
The net financial results for the periods ended on 30th June of 2015 and of 2014 can be analysed as follows:
| FINANCIAL INCOME | 6 M' 2015 | 6 M' 2014 |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 922,813 | 516,543 |
| Other financial income related to other financial assets | ||
| - Foreign exchange gains | 2,240,921 | 1,100,133 |
| - Gains on the sale of financial assets | - | (108,494) |
| - Other financial income | 40,740 | 596,198 |
| 3,204,473 | 2,104,379 |
| FINANCIAL EXPENSES | 6 M' 2015 | 6 M' 2014 |
|---|---|---|
| Loans and accounts payable | ||
| - Interest expenses in bank loans and in finance leases | 9,521,820 | 11,831,716 |
| Other financial income related to other financial liabilities | ||
| - Foreign exchange losses | 2,913,310 | 468,772 |
| - Other financial expenses | 1,470,406 | 2,017,285 |
| 13,905,535 | 14,317,772 |
The captions 'Foreign exchange gains' and 'Foreign exchange losses' are related to the occurrence of currency fluctuations, particularly in affiliated companies outside the Euro zone.
13. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS
On 30th June of 2015 and of 2014, the gains and losses on associated companies and joint-ventures were as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Nutre Group | - | (165,962) |
| Prio Energy Group | (105,158) | (209,703) |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | 509,428 | 529,197 |
| SPEE 3 – Parque Eólico do Baião, S.A. | 211,215 | 266,162 |
| Eviva Gizalki Sp. Zo.o | (680,845) | - |
| Promoquatro – Investimentos Imobiliários, Lda. | - | (43,187) |
| Liskin Green Park | - | (17,944) |
| Martifer Amal, S.A. (Moçambique) | 269,648 | (180,391) |
| Martifer Amal, S.A. (Portugal) | - | (10,555) |
| Martimetal Spa | (217,141) | - |
| (12,854) | 167,618 |
14. INCOME TAX
On 30th June of 2015 and of 2014, the reconciliation between current tax and income tax of each of the period is summarized as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Current tax | 622,945 | 2,303,548 |
| Deferred tax - generated by temporary differences | (18,319) | (54,530) |
| Deferred tax - reversal of temporary differences | 67,888 | (29,165) |
| Deferred tax - tax loss recognition | 2,681 | (157,735) |
| Other | - | (110,292) |
| Deferred tax | 52,250 | (351,722) |
| Income tax | 675,194 | 1,951,825 |
15. EARNINGS PER SHARE
Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.
Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is necessary to determine whether these stock options, independently of being or not exercisable, are diluted, which happens when the exercise price of the opting is lower than the average market price of the shares.
Since the average market price of Martifer's shares, during the period between 1st January 2015 and 30th June 2015 was 0.31 euros, below that of the exercise price of the stock options (3.84 euros), these stock options are non-diluting because, if the options were to be exercised, the number of outstanding shares would be reduced.
Therefore, on 30th June 2015 there is no difference between the basic and diluted earnings per share. The share capital of Martifer SGPS, SA is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of 50,000,000 euros.
The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.
On 30th June of 2015 and of 2014, the basic and diluted earnings per share can be summarised as follows:
| 6 M' 2015 | 6 M' 2014 | |
|---|---|---|
| Profit for the year (I) | (8,515,714) | (30,491,243) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 97,784,090 |
| Basic and diluted earnings per share (I) / (II) | (0.0871) | (0.3118) |
| from continuing operations | (0.0894) | (0.2247) |
| from Assets held for sale | 0.0023 | (0.0871) |
16. FINANCIAL ASSETS UNDER THE EQUITY METHOD
On 30th June 2015 and on 31st December 2014, the financial assets under the equity method were as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Prio Energy | 1,409,161 | 1,511,016 |
| Eviva Gizalki | 3,403,017 | 3,877,141 |
| Martimetal | 338,289 | 586,867 |
| SPEE 3 - Parque eólico de Baião, SA | 743,147 | 531,932 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 1,665,087 | 1,155,660 |
| Martifer Amal, S.A. (Mozambique) | 377,782 | 141,404 |
| Other subsidiaries | (268) | (5,504) |
| 7,936,215 | 7,798,516 |
On 31th June 2015 and on 31st December 2014, the financial assets under the equity method were as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Opening balance | 7,798,516 | 41,282,069 |
| Application of the equity method | (12,854) | (728,995) |
| Changes resulting from the loss of control in subsidiaries | - | 3,877,141 |
| Effect of foreign currency exchange differences | 142,014 | - |
| Reclassification to non-current assets held for sale | - | (36,620,942) |
| Other changes | 8,539 | (10,758) |
| Closing balance | 7,936,215 | 7,798,516 |
17. INVESTMENTS AVAILABLE FOR SALE
On 30th June 2015 and on 31st December 2014, the investments available for sale were as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Non-current financial investments | 3,246,755 | 1,954,435 |
| Others | 227,390 | 237,077 |
| 3,474,145 | 2,191,512 |
On 30th June 2015 and on 31st December 2014, the movement occurred in the caption 'Available for sale investments' was as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Opening balance | 2,191,512 | 575,621 |
| Additions | 1,276,727 | 1,896,367 |
| Reductions | (1,003) | (24,715) |
| Changes in fair value | - | (10,378) |
| Changes in the consolidation perimeter | - | (245,384) |
| Others | 6,909 | - |
| 3,474,145 | 2,191,512 |
18. TRADE RECEIVABLES AND OTHER RECEIVABLES
The detail of the caption 'trade and other receivables', for the periods ended on 30th March 2015 and on 31st December 2014 was as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2015 | 31 DECEMBER 2014 | 30 JUNE 2015 | 31 DECEMBER 2014 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 839,202 | 739,397 | 92,483,293 | 87,642,194 |
| Notes receivables | - | - | 37,198 | - |
| Doubtful trade receivables | - | - | 11,792,982 | 12,390,293 |
| 839,202 | 739,397 | 104,313,473 | 100,032,487 | |
| Other receivables: | ||||
| Related companies | 38,879,174 | 38,524,408 | 12,554,000 | 13,635,740 |
| Advances to suppliers | - | 5,222 | 11,571,374 | 7,194,649 |
| Others | 3,127,018 | 22,997,663 | 37,438,309 | 20,615,943 |
| 42,006,192 | 61,527,293 | 61,563,683 | 41,446,332 | |
| 42,845,394 | 62,266,690 | 165,877,156 | 141,478,819 |
Impairment losses in accounts receivables were as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2015 | 31 DECEMBER 2014 | 30 JUNE 2015 | 31 DECEMBER 2014 | |
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 11,934,230 | 12,449,720 |
| Other receivables | 118,108 | 115,839 | 5,271,401 | 5,258,404 |
| 118,108 | 115,839 | 17,205,631 | 17,708,124 | |
| Carrying amount – trade receivables | 839,202 | 739,397 | 92,379,243 | 87,582,767 |
| Carrying amount – other receivables | 41,888,085 | 61,411,454 | 56,292,283 | 36,187,928 |
| Total | 42,727,287 | 62,150,851 | 148,671,526 | 123,770,695 |
19. OTHER CURRENT ASSETS
On 30th June 2015 and on 31st December 2014, the breakdown of the caption 'Other current assets' was as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 |
|---|---|
| Accrued income: | |
| Construction contracts - |
- |
| Cost 43,391,026 |
43,554,431 |
| Impairment losses (4,562,545) |
(7,132,109) |
| Carrying amount 38,828,481 |
36,422,322 |
| Interest to be received 351,584 |
97,803 |
| Other accrued income 3,693,068 |
1,933,955 |
| 42,873,133 | 38,454,080 |
| Prepayments: | |
| Insurance 716,720 |
578,537 |
| Financial expenses 23,871 |
40,362 |
| Rents 34,382 |
32,948 |
| Other prepayments 1,019,555 |
413,222 |
| 1,794,528 | 1,065,069 |
| Other (current) financial assets 554,346 |
1,385,692 |
| 45,222,007 | 40,904,841 |
20. NON-CURRENT ASSETS HELD FOR SALE
Negotiations are underway for the sale of the real estate project in Szczecin (Poland) in the Metallic Constructions segment, previously classified as an investment property with its sale being highly probable. The Group continues committed to selling this asset. Thus, since the conditions set by IFRS 5 are satisfied for the maintenance of this asset as Asset held for sale within a period over 12 months, the asset was kept as a non-current asset held for sale.
Martifer SGPS, SA decided in September 2014, to focus the Group's activity in the Metallic Constructions (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and fulfil the active sale plan of its 55 % share of Martifer Solar. As the sale is highly likely, Martifer Solar's assets and liabilities were classified as "non-current assets held for sale" and "liabilities associated to non-current assets held for sale" respectively, being Martifer Solar's Net Profit presented as "discontinued operations' result" (the values YoY were adjusted to allow comparison).
The breakdown of the assets and the liabilities associated with the assets held for sale on 30th June 2015 and on 31st December 2014 was as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Goodwill | 1,925,684 | 1,906,896 |
| Intangible assets | 1,167,644 | 1,186,599 |
| Tangible Assets | 12,889,997 | 17,159,333 |
| Investment properties 1) | 5,150,360 | 4,988,563 |
| Financial assets under the equity method | 21,153,844 | 14,263,512 |
| Available for sale investments | 1,450,078 | 1,419,852 |
| Deferred tax assets | 1,002,656 | 994,876 |
| Inventories | 5,783,740 | 5,165,675 |
| Other non-current receivables | 51,965,981 | 63,391,030 |
| Current tax assets | 5,086,581 | 5,645,539 |
| Other current assets | 23,725,914 | 26,667,413 |
| Cash and cash equivalents | 7,915,232 | 5,474,923 |
| Derivatives | 1,005 | 1,543 |
| Total assets held for sale | 139,218,718 | 148,265,754 |
| Non-controlling interests attributable to Assets held for sale | (1,503,094) | (2,060,023) |
| Non-current liabilities | 23,500,234 | 26,810,843 |
| Borrowings | 42,487,989 | 42,130,808 |
| Trade payables | 28,662,746 | 34,682,918 |
| Other payables | 11,365,431 | 4,169,611 |
| Current tax liabilities | 4,018,810 | 9,005,572 |
| Other current liabilities | 10,379,729 | 15,144,525 |
| Derivatives | 15,750 | 50,681 |
| Liabilities related to Assets held for sale | 120,430,689 | 131,994,958 |
| Assets net of liabilities and Non-controlling interests related to Assets held for sale | 20,291,123 | 18,330,819 |
1) Szczecin real estate project
The detail of the results of the assets held for sale in the 1st Half of 2015 and of 2014 was as follows:
| 6 M' 2015 (NON-AUDITED) |
6 M' 2014 (NON-AUDITED) |
|
|---|---|---|
| Sales and services rendered | 26,450,406 | 52,266,079 |
| Other income | 11,982,348 | 1,027,465 |
| Cost of goods sold | (3,133,458) | (25,652,176) |
| Subcontractors | (12,041,149) | (14,696,776) |
| External supplies and services | (9,292,811) | (14,039,255) |
| Staff costs | (6,488,409) | (8,038,736) |
| Other expenses | (2,950,508) | (1,976,105) |
| 4,526,419 | (11,109,504) | |
| Amortizations | (1,360,098) | (1,300,164) |
| Provisions and Impairment losses | 788,423 | (1,383,063) |
| Operating income | 3,954,744 | (13,792,731) |
| Financial income | 1,366,866 | 1,986,655 |
| Financial expenses | (5,231,021) | (3,581,106) |
| Gains / (losses) on associate companies and joint arrangements | 75,131 | (294,471) |
| Profit before tax | 165,720 | (15,681,653) |
| Income tax | (100,990) | (81,065) |
| Profit after tax | 64,729 | (15,762,716) |
| Profit for the period | 64,729 | (15,762,716) |
| Attributable to: | ||
| non-controlling interests | (157,165) | (7,247,480) |
| owners of Martifer | 221,894 | (8,515,236) |
21. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA's share capital, fully subscribed and paid on 30th June 2015, amounts to Euro 50,000,000 and is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, one vote per share. During the first six months of 2015 and of 2014, no movements occurred in the number of shares of the Group.
During first six months of 2015 and of 2014, Martifer SGPS, S.A. did not acquire any shares. The Group held 2,215,910 treasury shares, corresponding to 2.22 % of its capital.
On 30th June 2015, the share capital of Martifer SGPS, S.A. was held 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 |
|---|
| 39,676,431 |
| (7,773,650) |
| 9,090 (3,839,021) |
| - |
| (2,891,441) |
| 17,062 (7,655,735) |
| 1,112,995 |
| 18,629,579 |
| (8,353,244) |
| 26,982,823 |
| 30 JUNE 2015 (24,942,297) (1,379,889) 957,988 (39,477) (806,909) (26,184,432) (24,681,338) (1,503,094) |
The detail of the main non-controlling interests can be analysed as follows:
| % NON-CONTROLLING INTERESTS | ||||
|---|---|---|---|---|
| 30 JUNE 2015 | 31 DECEMBER 2014 | 30 JUNE 2015 | 31 DECEMBER 2014 | |
| Metallic Constructions | ||||
| Martifer - Construções Metalomecânicas, S.A. | 25.00% | 25.00% | (8,040,875) | (7,132,255) |
| Martifer - Alumínios, S.A. | 25.00% | 25.00% | (6,148,001) | (5,962,520) |
| Martifer Metallic Constructions SGPS, S.A. | 25.00% | 25.00% | (4,025,017) | (3,664,488) |
| Martifer Aluminium Pty, Ltd | 25.00% | 25.00% | (3,219,538) | (3,244,930) |
| Martifer Constructii S.R.L. | 25.00% | 25.00% | (3,296,607) | (3,184,647) |
| Martifer Polska Sp. Zo.o. | 25.00% | 25.00% | (2,492,352) | (2,467,012) |
| Martifer – Construções Metálicas Angola, S.A. | 40.94% | 40.94% | 2,279,938 | 2,053,776 |
| Renewables | ||||
| Martifer Renováveis - Geração de Energia e Participações S.A. | 45.00% | 45.00% | 796,471 | 827,794 |
| Others | ||||
| Non-controlling interests attributable to non-current assets held for sale (Note 20) |
(1,503,094) | (2,060,023) | ||
| Other non-controlling interests (< Euro 500.000) | (535,357) | (107,993) | ||
| (26,184,432) | (24,942,297) |
22. BORROWINGS
On 30th June 2015 and on 31st December 2014 the borrowings can be analysed as follows:
| 31 DECEMBER 2014 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS | BETWEEN 3 AND 5 YEARS | MORE THAN 5 YEARS | TOTAL |
|---|---|---|---|---|---|
| Borrowings from financial institutions: | |||||
| Bank loans | 14,448,560 | 33,760,563 | 88,624,207 | 71,088,200 | 207,921,530 |
| Bank overdrafts | 13,458,228 | - | 812,636 | 1,784,259 | 16,055,123 |
| Authorized overdrafts | 24,238,327 | 205,556 | 3,498,822 | 12,045,122 | 39,987,827 |
| Other borrowings: | - | ||||
| Commercial paper | 5,000,000 | - | - | - | 5,000,000 |
| Other borrowings | 16,499,977 | 723,155 | 999,962 | 1,995,989 | 20,219,083 |
| 73,645,092 | 34,689,274 | 93,935,627 | 86,913,570 | 289,183,563 |
| 30 JUNE 2015 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS | BETWEEN 3 AND 5 YEARS | MORE THAN 5 YEARS | TOTAL |
|---|---|---|---|---|---|
| Borrowings from financial institutions: | |||||
| Bank loans | 23,971,179 | 35,785,089 | 84,741,745 | 61,300,138 | 205,798,151 |
| Bank overdrafts | 13,095,756 | - | 812,636 | 1,784,259 | 15,692,651 |
| Authorized overdrafts | 28,423,969 | 205,556 | 2,483,333 | 9,811,047 | 40,923,905 |
| Other borrowings: | |||||
| Commercial paper | - | - | - | - | - |
| Other borrowings | 12,870,759 | 500,074 | 2,491,995 | 4,014,218 | 19,877,045 |
| 78,361,663 | 36,490,719 | 90,529,709 | 76,909,662 | 282,291,753 |
The Group continues focused on reducing its net debt, as such it continues committed to the process of selling non-core assets. As a note, the net debt on 30th June 2015 and on 31st December 2014 does not include the companies of the 'Solar' segment, classified in 2014 as a 'non-current asset held for sale'.
23. TRADE PAYABLES AND OTHER PAYABLES
On 30th June 2015 and on 31st December 2014, trade payables and other payables can be analysed as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30 JUNE 2015 | 31 DECEMBER 2014 | 30 JUNE 2015 | 31 DECEMBER 2014 | |
| Trade Payables | 11,607,763 | 11,522,691 | 71,894,446 | 63,638,919 |
| Other Payables: | ||||
| Fixed assets suppliers | - | - | 321,721 | 791,014 |
| Related companies and other shareholders | 7,389 | 7,247 | 1,010,818 | 924,734 |
| Advanced payments received from customers | 97,557 | 15,150,288 | 19,217,883 | |
| Other creditors | 4,273,891 | 851,292 | 6,751,822 | 6,245,633 |
| Subtotal | 4,378,837 | 858,539 | 23,234,649 | 27,179,264 |
| Total | 15,986,599 | 12,381,230 | 95,129,094 | 90,818,183 |
The balance of non-current 'Trade payables' is mainly related with retentions in works performed by external parties, which will be released after the guarantee period.
On 30th June 2015 and on 31st December 2014, 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 3 months increased by a 6.75 % spread.
24. Provisions
The information related with 'Provisions' on 30th June 2015 and on 31st December 2014 can be detailed as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Quality guarantees | 2,312,504 | 1,447,244 |
| Legal claims in progress (Note 11) | 1,114,254 | 1,258,968 |
| Provisions arising from the use of the equity method | 6,757,141 | 6,763,255 |
| Onerous contracts | 5,307,177 | 5,777,177 |
| Others | 7,495,657 | 7,952,565 |
| 22,986,735 | 23,199,209 |
The changes in the 'Provisions' during the first half of 2015 were as follows:
| OPENING BALANCE |
ADDITIONS | DEDUCTIONS | APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
||
|---|---|---|---|---|---|---|---|
| Quality guarantees | 1,447,244 | - | (37,038) | - | 902,298 | 2,312,504 | |
| Legal claims in progress | 1,258,968 | 116,490 | (259,773) | (45,317) | 43,886 | 1,114,254 | |
| Provisions arising from the use of the equity method |
6,763,255 | 481,308 | (87,181) | (400,241) | 6,757,141 | ||
| Onerous contracts | 5,777,177 | - | - | - | (470,000) | 5,307,177 | |
| Others | 7,952,565 | 275,628 | (11,973) | (10,476) | (710,087) | 7,495,657 | |
| 23,199,209 | 873,426 | (395,965) | (55,793) | (634,143) | 22,986,735 | ||
25. OTHER CURRENT LIABILITIES
On 30th June 2015 and on 31st December 2014, other current liabilities are as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 6,414,944 | 5,000,578 |
| Interest borne but not yet overdue | 9,321,321 | 5,274,578 |
| Production performed by third parties not yet invoiced | 1,615,142 | 1,304,965 |
| Other accrued expenses | 3,586,207 | 2,941,373 |
| 20,937,613 | 14,521,494 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 35,705,187 | 20,972,205 |
| Subsidies / Government grants | 662,437 | 688,811 |
| Other deferred income | 4,292,736 | 5,908,955 |
| 40,660,359 | 27,569,971 | |
| 61,597,972 | 42,091,465 |
The caption "Other accrued expenses" includes supplies and services rendered up to 30th June 2015 whose invoices were received after this date.
26. CONTINGENT LIABILITIES
There are no significant changes to the ones disclosed in the notes to the financial statements for the period ended on 31st December 2014.
27. COMMITMENTS
Financial Guarantees
On 30th June 2015 and 31st December 2014, the financial guarantees provided by the Group to third parties related to bank guarantees and guarantee insurance to project owners whose projects are undertaken by several Group companies, detailed by currency were as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Euro | 69,883,649 | 62,776,134 |
| Zloty | 1,412,467 | 1,527,692 |
| New Leu | 256,952 | 582,705 |
| US Dollar | 90,090,815 | 57,260,888 |
| Moroccan dirham | 82,986 | 81,825 |
| Sterling Pound | 17,307,951 | 14,845,136 |
| Real | 3,620,067 | 5,452,876 |
| Rupee | - | 544,845 |
| Chilean peso | - | 59,758 |
| 182,654,887 | 143,131,859 |
The breakdown, by Group company, was as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Martifer Construções | 32,947,544 | 28,049,199 |
| Martifer Metallic Constructions SGPS | 11,902,425 | 8,034,731 |
| Martifer Solar | 40,334,498 | 14,905,136 |
| Navalria | 13,382 | 13,382 |
| West Sea Lda | 435,500 | 435,500 |
| Martifer Alumínios | 8,374,830 | 7,627,965 |
| Martifer Solar Sistemas Solares | 37,350 | 37,350 |
| Martifer Construcciones Metalicas Espanha | 762,061 | 1,252,100 |
| Martifer Solar NV | 693,317 | 1,459,388 |
| Martifer Polska | 559,820 | 554,820 |
| Martifer Constructii | 812,600 | 1,367,981 |
| Martifer Construções SK | 1,538,374 | 853,427 |
| Martifer Konstrukcje | 718,327 | 841,132 |
| EUROCAB FV 1 SL | 29,770 | 29,770 |
| EUROCAB FV 8 SL | 11,227 | 11,227 |
| EUROCAB FV 9 SL | 11,227 | 11,227 |
| EUROCAB FV 10 SL | 11,227 | 11,227 |
| EUROCAB FV 11 SL | 11,227 | 11,227 |
| EUROCAB FV 12 SL | 11,227 | 11,227 |
| EUROCAB FV 17 SL | 11,227 | 11,227 |
| EUROCAB FV 18 SL | 11,227 | 11,227 |
| Martifer Silverado Fund, LLC | 57,577,094 | 53,062,359 |
| Martifer Construções SAS | 115,000 | 70,000 |
| Martifer Construções Lda (Brasil) | 2,519,891 | 5,452,876 |
| Martifer Aluminios Lda (Brasil) | 1,100,176 | - |
| Martifer Construções Angola | 3,529,639 | 3,763,951 |
| Martifer Solar Srl | 2,638,929 | - |
| Inspira Martifer Solar Lda | - | 2,411,610 |
| MARTIFER SOLAR CHILE OPERACIONES [CH] | - | 544,845 |
| MARTIFER SOLAR UK [UK] | 13,386,029 | 59,758 |
| Martifer SGPS | 2,549,740 | 12,225,987 |
| 182,654,887 | 143,131,859 |
Additionally, the most significant operating guarantees in force are as follows:
| 30 JUNE 2015 | 31 DECEMBER 2014 | |
|---|---|---|
| Martifer Solar SA | 4,468,675 | 4,118,277 |
| Martifer Solar Sistemas Solares | 31,057,288 | 33,795,789 |
| Martifer SGPS | 62,398,000 | 88,898,000 |
| West Sea | 1,444,520 | - |
| 99,368,483 | 126,812,065 |
The 26.5 million euros reduction in Martifer SGPS is due to the extinction of a guarantee in favour of BP Portugal, securing the payments on the acquisition of fuel by Prio Energy, S.A..
The operational guarantees of West Sea issued in 2015 are related with deposits following the construction contracts for Douro Azul.
Pledges or Mortgages
On 30th June 2015 the assets pledged or mortgaged to financial institutions were as follows:
| COMPANY | GUARANTEE | ASSET VALUE | DEBT AMOUNT |
|---|---|---|---|
| Martifer Metallic Constructions SGPS | Share pledge of Martifer Aluminios SA 45% (No.shares 225,000) | 225,000 | 16,250,000 |
| Martifer SGPS | Share pledge of Martifer Solar SA 55% (No.shares 27,500,000) | 27,500,000 | 6,638,986 |
| Martifer SGPS | Mortgage of building in Oliveira de Frades (article 1943) – Components factory Assets pledge MT Construções |
7,318,688 | 15,499,448 |
| Martifer Construções SA | 5 M€ generic mortgage of building in Vale Tripeiro, batch 10 - I/J/K/L/M/N/O (Benavente) |
3,166,122 | 5,000,000 |
| Martifer SGPS | Generic mortgage (7.5M€) of the industrial building Wind Towers (article 1914). | 8,608,213 | |
| Martifer SGPS | nd degree share pledge of Martifer Solar SA 55% (no. shares 27,500,000) 2 st degree share pledge of Martifer Renewables SGPS 65% (no. shares 65,000,000) 1 |
65,000,000 | 83,000,000 |
| Martifer SGPS | 1,325,363 | 1,900,000 | |
| Martifer Construções SA | st degree mortgage of Cutting unit industrial building (Monoblocos) 1 st degree mortgage of Head Office nd degree mortgage of wind towers industrial building (article 1914). |
5,724,674 | 3,249,608 |
| Martifer Aluminios SA | 1 2 |
3,249,936 | |
| Navalria SA | 1,590,260 | ||
| Martifer SGPS | Mortgage of building in Oliveira de Frades (article P-2003) OIF MTC Factory | 496,736 | 7,500,000 |
| Martifer Construções SA | Mortgage of industrial building MT Alumínios (article 2079) | 1,193,513 | 5,000,000 |
| Martifer Construções SA | 3,000,000 | ||
| Martifer Construções SA | - | ||
| Martifer Aluminios SA | st degree share pledge of 25% of shares of Martifer Renewables SGPS 1 |
1,000,000 | |
| Martifer Aluminios SA | (no. shares 25,000,000) | 25,000,000 | - |
| Promoquatro Lda | 2,000,000 | ||
| Martifer Energy Systems SGPS | 3,000,000 | ||
| Martifer SGPS | Pledge Loan Note Class A n. 5 | 4,500,000 | 2,500,000 |
| Martifer Construções SA | Promissory pledge Loan Note Class A n. 6 | 4,500,000 | 2,500,000 |
| Martifer Aluminios SA | 95,437 | 2,078,312 | |
| Mortgage Pilot Building Mortgage storehouse in Alverca |
206,148 77,480 1,415,300 |
14,000,000 | |
| Martifer Metallic Constructions SGPS | Mortgage storehouse Trofa Mortgage land and storehouses in Albergaria |
||
| COMPANY | GUARANTEE | ASSET VALUE | DEBT AMOUNT |
|---|---|---|---|
| Martifer Renovables ETVE, S.A.U. | st degree share pledge of 100% of shares of the following companies: Eurocab FV 1 1, S.L., Eurocab FV 2, S.L., Eurocab FV 3, S.L., Eurocab FV 4, S.L., Eurocab FV 5, S.L., Eurocab FV 6, S.L., Eurocab FV 7, S.L., Eurocab FV 8, S.L., Eurocab FV 9, S.L., Eurocab FV 10, S.L., Eurocab FV 11, S.L., Eurocab FV 12, S.L., Eurocab FV 13, S.L., Eurocab FV 14, S.L., Eurocab FV 15, S.L., Eurocab FV 16, S.L., Eurocab FV 17, S.L., Eurocab FV 18, S.L., Eurocab FV 19, S.L., |
425,000 | 28,291,000 |
| Share pledge of 50 % of shares of Martifer Renovables ETVE | 65,100 | ||
| Martifer Construções Metálicas LTDA | Security deposit Banco Safra | 89,986 | |
| Martifer Construções Metálicas LTDA | Security deposit Banco Safra | 179,297 | 89,494 |
| Martifer Construções Metálicas LTDA | Security deposit Banco Safra | 118,163 | |
| MARTIFER CONSTRUCTII SRL | Factory mortgage | 4,431,380 | 656,765 |
| Mortgage of lands of farms and all equipment/construction included in the project / farms |
49,558,808 | ||
| EVIVA NALBANT | Share pledge of 100% of Eviva Nalbant | 782,56 | 13,340,442 |
| Pledge of all movable assets (insurances, bank accounts, trade receivables, intellectual property, etc.) |
734,780 | ||
| Martifer Solar SA | Mortgage of building and promise pledge of equipment/inventories | 8,846,980 | 3,964,928 |
| 220,594,804 | 225,507,328 |
28. RELATED PARTIES
Group companies have commercial relations with each other that qualify them as related party 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 the 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 51 million euros, with special regard to the accounts receivable from Ventinveste and some companies in Poland in the Metallic Constructions segment.
Besides current transactions, some relating to civil construction works 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 on 30th June 2015 that significantly affected the financial position or performance of the Group.
29. SUBSEQUENT EVENTS
JULY 2015
West Sea enters a contract for the construction of two Offshore Patrol Vessels
West Sea was awarded, in Consortium with the company EDISOFT, S.A., the construction of two Offshore Patrol Vessels for the Portuguese Navy for an overall price of 77 million euros, net of VAT. West Sea holds an 83.64 % share in the Consortium. The enforceability of the contract entered into between the Portuguese Government and the Consortium is subject to the approval of the Portuguese Court of Auditors.
30. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 27th August 2015.
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 the European Union. In the event of discrepancies, the Portuguese version prevails.
Oliveira de Frades, 27th August 2015
The Chief Accountant The Board of Directors
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins (Chairman)
Jorge Alberto Marques Martins (Vice-Chairman)
__________________________________
Pedro Nuno Cardoso Abreu Moreira (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)
__________________________________