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Martifer — Management Reports 2012
Jun 1, 2012
1938_10-q_2012-06-01_05efa829-ae04-45f1-ad78-6a64f3b75498.pdf
Management Reports
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CONTENTS
| MANAGEMENT REPORT | 03 |
|---|---|
| 01 MARTIFER GROUP | 05 |
| Highlights | 06 |
| Key Financial Indicators | 06 |
| Main Events | 07 |
| 02 FINANCIAL PERFORMANCE | 09 |
| Results Overview | 10 |
| Revenues | 11 |
| EBITDA and Net Profit | 12 |
| Capex | 13 |
| Financial Position and Capital Structure | 14 |
| 03 ANALYSIS BY SEGMENT | 17 |
| Metallic Constructions | 18 |
| Solar | 21 |
| Other Areas | 23 |
| 04 MARTIFER SHARE'S PERFORMANCE | 25 |
| CONSOLIDATED FINANCIAL INFORMATION | 29 |
| 05 CONSOLIDATED FINANCIAL STATEMENTS 06 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
31 37 |
// MANAGEMENT REPORT
MARTIFER GROUP
HIGHLIGHTS
- Operating Revenues of 112 M€; slight decrease comparing with the same period last year, in an adverse macroeconomic environment
- EBITDA of 10.3 M€ (+70.2 %), with margin of 9.2 %, i.e., +4.0 p.p. YoY, reflecting the operating efficiency measures previously implemented
- Strong recovery in the operational performance
- Net reported Profit attributable to shareholders of -4.7 M€, negatively impacted by the higher net financial costs
- Current order book in Metallic Construction of 315 M€ and in Solar of 205 M€
| 1T | 1T | ||||
|---|---|---|---|---|---|
| €M – IFRS | 2012 | Marg. | 2011 | Marg. | Var. % |
| Revenues | 112.2 | 115.9 | -3.1% | ||
| EBITDA | 10.3 | 9.2% | 6.0 | 5.4% | 70.2% |
| EBIT | 5.4 | 4.8% | 1.6 | 1.4% | >100% |
| Financial Results | -8.2 | -0.7 | <-100% | ||
| Profit Before Tax | -2.9 | 0.9 | n.m. | ||
| Income tax | 1.7 | 0.6 | >100% | ||
| Consolidated Net Profit | -4.6 | -4.1% | 0.3 | 0.3% | n.m. |
| Attributable | |||||
| to non-controlling interests | 0.1 | -0.1 | n.m. | ||
| to shareholders | -4.7 | 0.4 | n.m. |
KEY FINANCIAL INDICATORS
MAIN EVENTSSUBSEQUENT EVENTS
JANUARY 2012
Martifer decides to close Benavente factory
The Board of Martifer Metallic Constructions has taken the decision to close, in August 2012, the steel structures' unit in Benavente. This is due to an internal re-adjustment of the response capacity at the industrial level, due to the decreasing demand in the Iberian construction sector.
MARCH 2012
Martifer wins the award of two hotel-boats
Martifer has gained the award of two hotel-boats from Douro Azul. The work will be done by its subsidiary Navalria by 2013.
SUBSEQUENT EVENTS
APRIL 2012
Martifer sells Silverton Project in Australia
Macquarie Capital Wind Fund Pty Limited signed the share sale agreement that defines the terms and conditions to sell the 3,240,001 ordinary shares, representing 50 % of the share capital of the company Silverton Wind Farm Holdings Pty Limited, and consequently the development rights for the Silverton wind farm in New South Wales, Australia, for approximately AUD 5.6 million. This transaction was conditional to the consent, by the State of New South Wales to the change in control of the company, which was obtained already in April. The impact of this transaction is not significant in the consolidated financial statements of Martifer Group.
Martifer sells wind towers facility in the US
Martifer sold the shares representative of 50 % of Martifer-Hirschfeld Energy Systems LLC, company that holds the towers factory in the United States of America, to Hirschfeld Group, by USD 2.3 million. The impact of this transaction in the consolidated financial statements of the Group was accounted for in December 2011, through the recognition of an impairment loss.
Martifer returns to 55% share capital in Martifer Solar
Martifer sold 10,000,000 shares, representative of 20 % of the share capital of Martifer Solar, to HSF, for 15.6 million Euro, correspondent to the Equity Value of that company, and returned to the shareholders structure owned by the two partners in the past ( 55 % and 45 %, Martifer SGPS and HSF, respectively).
FINANCIAL PERFORMANCE
02 | FINANCIAL PERFORMANCE
RESULTS ANALYSIS
| M€ | 1Q12 | 1Q11 | Var. % |
|---|---|---|---|
| Revenues | 112.2 | 115.9 | -3.1% |
| Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) |
10.3 | 6.0 | 70.2% |
| EBITDA margin | 9.2% | 5.2% | 4.0 pp |
| Depreciation & Amortization | 4.5 | 5.0 | -8.8% |
| Provisions & Impairment Losses | 0.4 | 0.1 | >100% |
| Operating Income (EBIT) | 5.4 | 1.6 | >100% |
| EBIT margin | 4.8% | 1.4% | 3.3 pp |
| Financial Results | -8.2 | -0.7 | <-100% |
| Profit before taxes | -2.9 | 0.9 | n.m. |
| Income tax | 1.7 | 0.6 | >100% |
| Net Profit | -4.6 | 0.3 | n.m. |
| Attributable to non-controlling interests | 0.1 | -0.1 | n.m. |
| Attributable to shareholders | -4.7 | 0.4 | n.m. |
| per share € | -0.048 | 0.004 |
REVENUES
In the first quarter 2012 Operating Revenues had a slight decreased of 3.1 % YoY to 112.2 million euro, showing resilience to current economic conditions and the adverse impacts of the austerity plans underway in Europe and negatively impacted at the sectorial level, especially in the fields of infrastructure, which require the implementation of new financing models.
Metallic Construction business area presented a decrease of 15.6 % YoY, in Revenues. Stronger markets such as the UK, France and Brazil should gradually compensate the weak performance in the Iberian market. Particularly Brazil is living an outstanding demand momentum with the coming up of important events, such as the next World Cup and the Olympic Games.
The Solar business ended the first quarter 2012 again with strong revenue growth, of approximately 30 % YoY, to 51.3 million euro. This impressive performance was achieved as a result of the strategy implemented, diversifying its activity to several geographies throughout 2011, and taking advantage of the current buoyancy of the photovoltaic sector.
| 1Q2012 | 1Q2011 | ||||
|---|---|---|---|---|---|
| Revenues | M€ | Weight | M€ | Weight | Var. % |
| Martifer Consolidated | 112.2 | 115.9 | -3.1% | ||
| Metallic Construction | 61.2 | 54.5% | 72.5 | 62.6% | -15.6% |
| Solar | 51.3 | 45.7% | 39.5 | 34.1% | 29.9% |
| Others | -0.3 | -0.3% | 3.9 | 3.4% | -107.3% |
Note: Others include RE Developer, Holding and Shared Services
The contribution of Iberian Peninsula for the total value of revenues is 29 %. The remaining value is dispersed by more than 20 countries.
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REVENUES BREAKDOWN – IBERIA vs. INTERNATIONAL
EBITDA AND NET PROFIT
First quarter 2012 consolidated EBITDA registered an increase of 70.2 %YoY to 10.3 million euro, with a margin of 9.2 %, which is compared with 5.2 % in the first quarter 2011.
The operational performance recovery is explained by: (1) better margins in metallic constructions, impacted by the restructuring plan under way, and (2) the Improvement of the margins mix of solar projects.
| 1Q2012 | 1Q2011 | ||||
|---|---|---|---|---|---|
| EBITDA | M€ | Margin | M€ | Margin | Var. % |
| Martifer Consolidated | 10.3 | 9.2% | 6.0 | 5.2% | 70.2% |
| Metallic Construction | 4.1 | 6.6% | 3.8 | 5.2% | 7.7% |
| Solar | 4.9 | 9.5% | 0.7 | 1.8% | >100% |
| Others | 1.4 | - | 1.5 | - | - |
Note: Others include RE Developer, Holding and Shared Services
In the first quarter 2012, net financial expenses totalled 8.2 million euro, what is comparable with 7.5 million euro (+10.8 % YoY, in a recurrent base), once in 2011 it includes 5.9 million euro of capital gains, mostly with the sale of Home Energy and REpower Portugal.
Net foreign exchange result was negative, reaching a 0.5 million euro loss, consequence of the Zloty, Angolan Kwanza and Real depreciation against the Euro, which compares with 1.1 million euro in the first quarter 2011.
Net interest expense was 4.8 million euro in the first quarter, 14.2 % above the 4.2 million euro, achieved in the first quarter 2011.
The net contribution from the application of the Equity Method to the subsidiaries Prio Energy and Prio Foods (accounted at 49 %) was approximately zero.
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Thus, the Net Profit attributable to shareholders in the first quarter amounted to negative 4.6 million euro.
CAPEX
The amount of investment in fixed assets in the first quarter 2012 reached 12 million euro, mostly applied to: (i) the development of RE Developer's wind farms in Romania (8.2 million euro) and varied maintenance capex in the Metallic constructions (2.7 million euro).
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INVESTMENT IN FIXED ASSETS AND GOODWILL QUARTER TREND (2010 – 2012) - €M
CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| €M | 1Q2012 | 2011 | Var. |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 346.5 | 363.1 | -4.8% |
| Other non-current assets | 189.3 | 181.4 | 4.4% |
| Inventory and Receivables | 407.1 | 415.5 | -1.8% |
| Cash and cash equivalents | 29.8 | 77.9 | -61.8% |
| Total Assets | 972.8 | 1.037.8 | -6.3% |
| Shareholders' Equity | 230.1 | 251.5 | -8.5% |
| Non-controlling interests | 32.1 | 31.8 | 1.0% |
| Total Equity | 262.2 | 283.3 | -7.5% |
| Non-current debt and leasings | 144.8 | 233.3 | -38.0% |
| Other non-current liabilities | 36.9 | 38.9 | -5.3% |
| Current debt and leasings | 253.4 | 174.4 | 45.3% |
| Other current liabilities | 275.6 | 307.8 | -10.5% |
| Total Liabilities | 710.6 | 754.5 | -5.8% |
Total assets at 31st March 2012, amounted to 972.8 million euro, which is compared to 1,037.8 million euro at 31st December 2011. Non-current assets reached 535.7 million euro compared with 542.5 million euro, respectively at the end of 2011.
Total Equity decreased by 21.1 million euro to 262.2 million euro at the end of the quarter. This decrease is mostly explained by the Net Loss and changes in the accounting police regarding the measurement of land and building held for use, from fair value to acquisition cost, equivalent to 19.9 million euro.
At the end of the period, Martifer continues to show a robust capital structure with a financial autonomy ratio of approximately 27 %.
NET DEBT
| M€ | Metallic Construction |
Solar | RE Developer | Holding | Martifer Consolidated |
|---|---|---|---|---|---|
| Corporate Net Debt allocated to operating activities |
86 | 65 | 26 | 151 | 328 |
| Corporate Net Debt allocated to non-operating activities |
27 | 27 | |||
| Non-Recourse Net Debt | 14 | 14 | |||
| Total Net Debt | 114 | 65 | 40 | 151 | 369 |
| Holding debt allocated to business units | 46 | 84 | -130 |
Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents
The Group's Consolidated Net Debt at 31st March 2012 totalled 369 million euro.
It is Martifer Group's objective to have a debt level between 230 million euro and 250 million euro by the end of 2013. Considering the present debt level (369 million euro) it is our goal to pursue further debt reduction of 119 million euro up to 139 million euro in the next two years (2012 and 2013) by the sale of non-core assets, mainly wind farms, solar projects and, residually, from the sale of real estate projects.
04
ANALYSIS BY SEGMENT
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
SECTOR TRENDS
In Europe, Construction output fell by the sharpest pace in three years in 1st quarter 2012 highlights the detrimental effect the government's austerity measures are having on the industry.
In one hand, on a national scale, small and medium sized contractors are struggling to compete; on the other hand larger companies are cutting down their national operations and look elsewhere for opportunities.
News about the economic growth stimulate that backed infrastructure investment plan could provide some solace to an industry which is struggling to keep its head above water.
Only Emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in Asia and South America.
ACTIVITY
The order book amounts 315 million euros of projects, in 12 different countries. From the last awarded projects, the most significant are the Réaménagement des Halles in Paris, the KASK stadium in Jeddah, Saudi Arabia and the Shopping Londrina in Brazil.
ORDER BACKLOG – FEATURED PROJECTS
| PROJECT | LOCATION | TOTAL VALUE | BEGINNING YEAR | END YEAR |
|---|---|---|---|---|
| Douro Azul Ships | Aveiro, Portugal | Euro 13.0 M | 2012 | 2013 |
| Galp Petrogal (conversion of refinery) | Sines, Portugal | Euro 29.5 M | 2009 | 2012 |
| Ulla Bridge | Corunna, Spain | Euro 20.8 M | 2009 | 2014 |
| Amiens Hospital | Amiens, France | Euro 7.4 M | 2010 | 2012 |
| Office Building – ZAC Victor Hugo | Paris, France | Euro 3.1 M | 2010 | 2012 |
| CHU D'Orleans | Paris, France | Euro 9.6 M | 2010 | 2013 |
| Lille Stadium (locksmiths) | Lille, France | Euro 6.4 M | 2011 | 2012 |
| Réaménagement des Halles | Paris, France | Euro 6.2 M | 2012 | 2014 |
| Canberra Airport Terminal | Canberra, Australia | AUD 10.6 M | 2009 | 2012 |
| 18 Bridges in the new A1Highway | Torun, Poland | PLN 66.5M | 2010 | 2012 |
| Alstom – Mannheim 9 | Mannheim, Germany | Euro 20.9 M | 2010 | 2012 |
| Office Building in Luanda | Luanda, Angola | Euro 13.3 M | 2010 | 2012 |
| "Financial City" | Luanda, Angola | Euro 13.6 M | 2010 | 2012 |
| Airport Catumbela second phase | Catumbela, Angola | Euro 3.5 M | 2012 | 2012 |
| Scotland's National Arena | Glasgow, Scotland | GBP 12.9 M | 2011 | 2012 |
| Birmingham New Street | Birmingham, England | GBP 8.2 M | 2011 | 2012 |
| BBVA Headquarters | Madrid, Spain | Euro 11.8 M | 2011 | 2012 |
| King Abdullah Financial District | Riyadh, Saudi Arabia | Euro 20.8 M | 2011 | 2012 |
| KASK Steel Structure | Jeddah, Saudi Arabia | Euro 24.9 M | 2012 | 2013 |
| Vale Verde Shopping | São Paulo, Brazil | BRL 13.0 M | 2011 | 2012 |
| Fonte Nova Stadium | Salvador, Brazil | BRL 37.5 M | 2011 | 2012 |
| Castelão Stadium | Fortaleza, Brazil | BRL 39.5 M | 2011 | 2012 |
| Grémio de Porto Alegre, Stadium | Porto Alegre, Brazil | BRL 32.6 M | 2011 | 2012 |
| Shopping Londrina | Londrina, Brazil | BRL 15.3 M | 2012 | 2012 |
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ORDER BOOK BREAKDOWN BY COUNTRY
RESULTS
Metallic Construction Revenues reached 61.2 million euro in the first quarter 2012, corresponding to a decrease of 15.6% YoY, justified by lower activity and unfavourable sector environment which intensified in the quarter. Nevertheless, the company could offset decreases, particularly in Iberia and Eastern Europe, compensating with the new strategic geographies, with the highlight of Brazil. This trend should continue in the following quarters along 2012, supported by the strong order book.
We remind that the new facility in Pindamonhangaba, São Paulo region with a production capacity of 12,000 tons/year of metallic structures is operating since January 2012.
The EBITDA in the first quarter increased by 8%, to 4.1 million euro, corresponding to a 6.6 % margin, equivalent to an improvement of 1.4 p.p. This increase is justified by the higher margins, already showing signs of the restructuring plan focused in the operating efficiency, increased of productivity and lower capex.
Net Financial Expenses in the first quarter increased from 1.1 million euro to 3.3 million euro, which is justified by the higher net financial costs and unfavourable FX effects, compared with same period last year.
Net Profit totalled -2.0 million euro, of which 0.1 million euro attributable to non-controlling interests.
Net Financial Debt in Metallic Constructions is stable (113.6 million euro of financial debt and 46 million euro debt at the holding level), which is the outcome of a rigorous control of working capital.
Total capex reached 2.7 million euro mostly of it maintenance investment in machinery and facilities.
| Metallic Construction | 1Q12 | 1Q12 | Var. % |
|---|---|---|---|
| €M | |||
| Revenues | 61.2 | 72.5 | -16% |
| EBITDA | 4.1 | 3.8 | 8% |
| EBITDA Margin | 6.6% | 5.2% | 1.4 pp |
| EBIT | 1.9 | 1.1 | 79% |
| EBIT Margin | 3.1% | 1.5% | 1.6 pp |
| Net Financial Expenses | 3.3 | 1.1 | 193% |
| Income tax | 0.6 | 0.2 | 279% |
| Net Profit | -1.9 | -0.2 | >100% |
| Attributable to non-controlling interests | 0.1 | -0.1 | n.m. |
| Attributable to shareholders | -2.0 | -0.1 | >-100% |
SOLAR
SECTOR TRENDS
PV sector had a very positive 1st Quarter driven by tariff deadlines in Germany, UK, Italy and India, and US project finance in 2011.
The main markets in Europe, Germany and Italy, have shown strong demand, despite the severe cuts in the feed-in tariff.
Bloomberg Energy Finance forecasts for 2012 a total volume between 26.3 and 35.0 GW, as some markets become slightly more clear.
There is a new high-feed-in tariff in Japan, and China has released a larger-than-expected pipeline of projects approvals for its Golden Sun commercial incentive scheme, which means that new markets are being created what maintains the sector very active.
Margins for solar companies, in general, are negative and expected to remain so next quarter until significant capacity drops out.
ACTIVITY
The backlog of turnkey contracts is 205 million euro, with Portugal, USA, France and Belgium as the geographies with the most significant contributions.
RESULTS
Solar Revenues grew by 30 % YoY in the first quarter, totalling 51.3 million euro, and reflecting the intense growth strategy implemented, based on the increased level of internationalization, and also due to the positive trend of PV demand.
By the end of the first quarter of 2012, Martifer Solar was already present in more than 20 countries, compared with 2010 which had only the contribution of 12 countries. Always with a focus on strategic positioning in mature countries, with a favourable regulatory framework, and emerging countries, with good solar potential for the execution of on-grid and off-grid solutions.
The geographies with higher contribution in terms of Revenue in the period were France, USA, Portugal and Belgium.
EBITDA in the first quarter increased significantly, from 0.7 to 4.9 million euro, corresponding to a rise in margin of 7.7 p.p. to 9 %. This increase in margin is justified by the mix of sales registered in the quarter, which had more EPC projects, with higher margins, than distribution sales.
Net Financial Expenses recorded 2.0 million euro in the first quarter.
Net Profit totalled 1.0 million euro, showing a decrease against 0.8 million euro in the same period last year.
CAPEX in the first quarter was 8.2 million euro. This value is explained by the investment in project development, mostly in the USA and France, expected to be sold by 2013.
Net Debt increased from 45.8 million euro at the end of the 2011, to 64.9 million euro, an increase of 19.1 million euro explained by the capex in the period and working capital effort.
| Solar | 1T12 | 1T11 | Var. % |
|---|---|---|---|
| €M | |||
| Revenues | 51.3 | 39.5 | 29.9% |
| EBITDA | 4.9 | 0.7 | >100% |
| EBITDA Margin | 9% | 2% | 7,7pp |
| EBIT | 4.1 | 0.2 | >100% |
| EBIT Margin | 7.9% | 0.5% | 7.4 pp |
| Net Financial Expenses | 2.0 | -1.2 | n.m. |
| Income tax | 1.1 | 0.6 | 85.8% |
| Net Profit | 1.0 | 0.8 | 28.2% |
| Attributable to non-controlling interests | 0.0 | 0.2 | -1.0% |
| Attributable to shareholders | 1.0 | 0.6 | -0.3 |
OTHER AREAS
RESULTS
The results of the 'Others' segment groups the activity of 'RE Developer', the Holding and Shared Services.
Of the total amount of Revenues, RE Developer contributed with 3.4 million euro in the first quarter.
Total EBITDA of RE Developer reached 1.7 million euro in the first quarter, representing an EBITDA margin of 49%, which is compared with 37.5 % in the same period last year.
Net Profit, in the first quarter, was 0.5 million euro negative, suffering from the impact of net financial expenses.
Total net capex of RE developer in the period reached 0.6 million euro, mostly in the construction of the wind farm in Romania (Babadag).
Net Financial Debt of RE Developer amounted to 40 million euro at the end of the quarter, of which14.1 million euro from project finance and should be added 19.3 million euro of debt at the Holding level allocated to the business area.
| RE Developer | 1Q12 | 1Q11 | Var. % |
|---|---|---|---|
| €M | |||
| Revenues | 3.4 | 3.8 | -9.7% |
| EBITDA | 1.7 | 1.4 | 18.1% |
| EBITDA Margin | 49.0% | 37.5% | 11.6 pp |
| EBIT | 0.2 | 0.7 | -72.4% |
| EBIT Margin | 5.5% | 18.0% | -12.5 pp |
| Net Financial Expenses | 0.6 | 2.1 | -70.0% |
| Income tax | 0.1 | -0.2 | -132.6% |
| Net Profit | -0.5 | -1.3 | -61.5% |
| Attributable to non-controlling interests | 0.1 | -0.1 | n.m. |
| Attributable to shareholders | -0.6 | -1.1 | -45.5% |
05
SHARE PERFORMANCE
Source: Reuters
Martifer's share price performance underperformed by 14% in the first quarter 2012, when compared with the PSI-20, the major Euronext Lisbon market index which increased by 0.4 %. Nevertheless, the same analysis comparison since the beginning of 2011, both underperformed by 34 % and 29 %, respectively.
Martifer's share price ended the first quarter 2012 at 0.92 €/share; the highest price achieved was 1.14 €/share and the lowest price was 0.83 €/share. The average volume of stock traded during the period was 18,722 shares.
During in the first quarter 2012 was possible to see some recovery in the stock markets, discounting some positive indicators and hopes of an Economic recovery in Europe: Dax (1.04 %); FTSE 100 (0.46 %); Dow Jones Ind. (0.40 %).
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Overall, Martifer's market capitalization totalled 92 million euro at the end of the period.
PURCHASE OF OWN SHARES
In accordance with CMVM regulation 5/2008, namely article 11, numbers 1 and 2, we inform that Martifer SGPS, SA (Martifer) purchased in the Stock Exchange:
| Date | Market / Transaction | Size (shares) | PRICE (€) | Number Hold |
|---|---|---|---|---|
| 02-Jan-12 | Euronext Lisbon – Purchase | 5,555 | 1.0849 | 5,555 |
| 04-Jan-12 | Euronext Lisbon – Purchase | 5,950 | 1.0813 | 11,505 |
| 05-Jan-12 | Euronext Lisbon – Purchase | 19,580 | 1.0800 | 31,085 |
| 09-Jan-12 | Euronext Lisbon – Purchase | 7,430 | 1.0794 | 38,515 |
| 10-Jan-12 | Euronext Lisbon – Purchase | 2,300 | 1.1100 | 40,815 |
| 11-Jan-12 | Euronext Lisbon – Purchase | 1,600 | 1.1203 | 42,415 |
| 12-Jan-12 | Euronext Lisbon – Purchase | 16,380 | 1.0865 | 58,795 |
| 13-Jan-12 | Euronext Lisbon – Purchase | 150 | 1.0920 | 58,945 |
| 16-Jan-12 | Euronext Lisbon – Purchase | 5,350 | 1.1128 | 64,295 |
| 17-Jan-12 | Euronext Lisbon – Purchase | 380 | 1.1300 | 64,675 |
| 18-Jan-12 | Euronext Lisbon – Purchase | 5,340 | 1.1122 | 70,015 |
| 19-Jan-12 | Euronext Lisbon – Purchase | 5,900 | 1.1251 | 75,915 |
| 20-Jan-12 | Euronext Lisbon – Purchase | 1,120 | 1.1008 | 77,035 |
| 23-Jan-12 | Euronext Lisbon – Purchase | 8,195 | 1.100 | 85,230 |
| 24-Jan-12 | Euronext Lisbon – Purchase | 9,160 | 1.1000 | 94,390 |
| 25-Jan-12 | Euronext Lisbon – Purchase | 1,000 | 1.0915 | 95,390 |
| 26-Jan-12 | Euronext Lisbon – Purchase | 12,000 | 1.0842 | 107,390 |
| 27-Jan-12 | Euronext Lisbon – Purchase | 3,589 | 1.0758 | 110,979 |
| 30-Jan-12 | Euronext Lisbon – Purchase | 14,974 | 1.0741 | 125,953 |
| 31-Jan-12 | Euronext Lisbon – Purchase | 3,204 | 1.0701 | 129,157 |
| 01-Feb-12 | Euronext Lisbon – Purchase | 7,350 | 1.0801 | 136,507 |
| 02-Feb-12 | Euronext Lisbon – Purchase | 2,750 | 1.0776 | 139,257 |
| 03-Feb-12 | Euronext Lisbon – Purchase | 2,150 | 1.0708 | 141,407 |
| 06-Feb-12 | Euronext Lisbon – Purchase | 11,800 | 1.0702 | 153,207 |
| 07-Feb-12 | Euronext Lisbon – Purchase | 21,700 | 1.0704 | 174,907 |
| 08-Feb-12 | Euronext Lisbon – Purchase | 3,914 | 1.0845 | 178,821 |
| 13-Feb-12 | Euronext Lisbon – Purchase | 4,090 | 1.0602 | 182,911 |
| 14-Feb-12 | Euronext Lisbon – Purchase | 1,000 | 1.0776 | 183,911 |
| 02-Mar-12 | Euronext Lisbon – Purchase | 6,700 | 1.06 | 190,611 |
| 05-Mar-12 | Euronext Lisbon – Purchase | 7,475 | 1.04 | 198,086 |
| 06-Mar-12 | Euronext Lisbon – Purchase | 6,230 | 1.02 | 204,316 |
| 07-Mar-12 | Euronext Lisbon – Purchase | 7,428 | 1.01 | 211,744 |
| 08-Mar-12 | Euronext Lisbon – Purchase | 25,500 | 1.00 | 237,244 |
| 09-Mar-12 | Euronext Lisbon – Purchase | 35,344 | 0.96 | 272,588 |
| 12-Mar-12 | Euronext Lisbon – Purchase | 6,489 | 0.98 | 279,077 |
| 13-Mar-12 | Euronext Lisbon – Purchase | 18,340 | 0.96 | 297,417 |
| 14-Mar-12 | Euronext Lisbon – Purchase | 37,594 | 0.92 | 335,011 |
| 15-Mar-12 | Euronext Lisbon – Purchase | 22,559 | 0.85 | 357,570 |
| 16-Mar-12 | Euronext Lisbon – Purchase | 6,270 | 0.93 | 363,840 |
| 19-Mar-12 | Euronext Lisbon – Purchase | 150 | 0.95 | 363,990 |
| 20-Mar-12 | Euronext Lisbon – Purchase | 3,110 | 0.93 | 367,100 |
| 21-Mar-12 | Euronext Lisbon – Purchase | 241 | 0.93 | 367,341 |
| 22-Mar-12 | Euronext Lisbon – Purchase | 6,000 | 0.93 | 373,341 |
| 23-Mar-12 | Euronext Lisbon – Purchase | 1,248 | 0.93 | 374,589 |
| 26-Mar-12 | Euronext Lisbon – Purchase | 5,620 | 0.92 | 380,209 |
| 27-Mar-12 | Euronext Lisbon – Purchase | 17,000 | 0.92 | 397,209 |
| 28-Mar-12 | Euronext Lisbon – Purchase | 250 | 0.92 | 397,459 |
| 29-Mar-12 | Euronext Lisbon – Purchase | 300 | 0.93 | 397,759 |
| 30-Mar-12 | Euronext Lisbon – Purchase | 5,050 | 0.90 | 402,809 |
Following these transactions Martifer holds 2,150,246 own shares representing 2.15% of its share capital.
Oliveira de Frades, 22 May 2012
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Luis Filipe Cardoso da Silva (Member of the Board of Directors) Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors) Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
// CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
05 | CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011
(Amounts expressed in Euro)
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)
| NOTES | 3M' 2012 (NON AUDITED) |
3M' 2011 RESTATED (NON AUDITED) |
3M' 2011 (NON AUDITED) |
|
|---|---|---|---|---|
| Sales and services rendered | 4 and 5 | 111,062,342 | 110,286,908 | 111,492,355 |
| Other income | 6 | 1,173,024 | 4,502,156 | 4,376,946 |
| Cost of goods sold | 7 | (49,230,107) | (49,012,516) | (49,311,830) |
| Subcontractors | 7 | (22,159,227) | (23,255,988) | (23,255,988) |
| Gross profit | 40,846,032 | 42,520,560 | 43,301,483 | |
| External supplies and services | 8 | (17,354,331) | (18,909,192) | (19,298,058) |
| Staff costs | 9 | (20,781,832) | (18,766,861) | (18,929,799) |
| Other operational gains and losses | 10 | 7,582,366 | 435,970 | 973,973 |
| 4 | 10,292,235 | 5,280,477 | 6,047,599 | |
| Amortizations | 4, 17 and 18 | (4,529,638) | (4,284,086) | (4,966,285) |
| Impairment losses | 11 | (410,222) | (396,914) | (53,366) |
| Provisions | 11 and 30 | - | 579,592 | 568,564 |
| Operating income | 4 | 5,352,375 | 1,179,069 | 1,596,512 |
| Financial income | 12 | 6,492,947 | 11,367,887 | 10,821,325 |
| Financial expenses | 12 | (14,289,652) | (12,129,088) | (12,373,634) |
| Gains / (losses) on associate companies and joint arrangements | 13 | (410,291) | 1,152,638 | 845,344 |
| Income tax | 14 | (1,700,476) | (506,269) | (561,399) |
| Profit after tax | 4 | (4,555,097) | 1,064,237 | 328,148 |
| Earnings of the disposal group classified as held for sale | 3 | (2,152) | - | - |
| Attributable to: | ||||
| non-controlling interests | - | - | - | |
| owners of Martifer | (2,152) | - | - | |
| Profit for the year | (4,557,249) | 1,064,237 | 328,148 | |
| Attributable to: | ||||
| non-controlling interests | 141,300 | (53,272) | (53,272) | |
| owners of Martifer | (4,698,549) | 1,117,509 | 381,420 | |
| Earnings per share: | ||||
| Basic | 15 | (0.0479) | 0.0113 | 0.0038 |
| from continuing operations | (0.0479) | 0.0113 | 0.0038 | |
| from disposal group classified as held for sale | - | - | - | |
| Diluted | 15 | (0.0479) | 0.0113 | 0.0038 |
| from continuing operations | (0.0479) | 0.0113 | 0.0038 | |
| from disposal group classified as held for sale | - | - | - |
The accompanying notes are part of these financial statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED 31 MARCH 2012 E 2011
(Amounts expressed in Euro)
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)
| 3M' 2012 (NON AUDITED) |
3M' 2011 RESTATED (NON AUDITED) |
3M' 2011 (NON AUDITED) |
|
|---|---|---|---|
| Profit for the year | (4,557,249) | 1,064,237 | 328,148 |
| Fair value of cash flow hedges (derivatives), net of tax | (5,660) | 179,684 | 206,890 |
| Fair value of available for sale financial assets, net of tax | - | - | - |
| Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill |
1,074,943 | 1,959,442 | 1,900,007 |
| Gains on revaluation of tangible fixed assets, net of tax | - | - | - |
| Income recognized directly in equity | 1,069,283 | 2,139,126 | 2,106,897 |
| Total comprehensive income for the period | (3,487,966) | 3,203,363 | 2,435,045 |
| Attributable to: | |||
| non-controlling interests | 219,817 | 16,465 | 16,465 |
| owners of Martifer | (3,707,783) | 3,186,898 | 2,418,580 |
The accompanying notes are part of these financial statements
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2012 AND 31 DECEMBER 2011
(Amounts expressed in Euro)
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)
| 31 DECEMBER | 31 DECEMBER | |||
|---|---|---|---|---|
| NOTES | 31 MARCH 2012 | 2011 | 2011 | |
| (NON AUDITED) | RESTATED (NON AUDITED) |
(AUDITED) | ||
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | 16 | 18,253,893 | 18,136,268 | 18,136,268 |
| Intangible assets | 17 | 42,512,637 | 40,000,945 | 40,000,945 |
| Tangible assets | 18 | 285,717,735 | 285,084,969 | 304,939,148 |
| Investment property | 19 | 17,576,168 | 17,274,846 | 17,274,846 |
| Financial assets under the equity method | 20 | 13,601,342 | 14,867,827 | 14,867,827 |
| Available for sale investments | 21 | 4,406,211 | 2,179,021 | 2,179,021 |
| Other non-current receivables | 23 | 142,092,571 | 135,575,300 | 135,575,300 |
| Deferred tax assets | 11,573,853 | 11,490,963 | 11,490,963 | |
| 535,734,411 | 524,610,139 | 544,464,318 | ||
| Current assets | ||||
| Inventories | 22 | 32,856,697 | 31,152,897 | 31,152,897 |
| Trade receivables | 23 | 155,949,240 | 191,107,588 | 191,107,588 |
| Other receivables | 23 | 41,060,618 | 43,066,127 | 43,066,127 |
| Income tax | 24 | 2,524,284 | 2,366,787 | 2,366,787 |
| Current tax assets | 24 | 21,672,676 | 19,670,837 | 19,670,837 |
| Other current assets | 25 | 150,489,408 | 128,118,298 | 128,118,298 |
| Cash and cash equivalents | 26 | 29,780,204 | 77,886,483 | 77,886,483 |
| Disposal group classified as held for sale | 3 | 2,623,392 | - | - |
| 436,956,519 | 493,369,017 | 493,369,017 | ||
| Total assets | 4 | 972,690,930 | 1,017,979,156 | 1,037,833,335 |
| EQUITY | ||||
| Issued capital | 27 | 50,000,000 | 50,000,000 | 50,000,000 |
| Reserves | 184,682,813 | 234,520,757 | 251,133,360 | |
| Profit for the year | (4,698,549) | (48,587,256) | (49,600,348) | |
| Equity attributable to owners of Martifer | 229,984,264 | 235,933,501 | 251,533,012 | |
| Non-controlling interests | 27 | 32,115,219 | 31,783,623 | 31,783,623 |
| Non-controlling interests attributable to the disposal group classified as held for sale | - | - | - | |
| Total equity | 262,099,483 | 267,717,124 | 283,316,635 | |
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Borrowings | 28 | 128,450,849 | 215,440,560 | 215,440,560 |
| Obligation under finance leases | 16,317,487 | 17,902,006 | 17,902,006 | |
| Other non-current liabilities | 29 | 19,717,467 | 17,458,625 | 17,458,625 |
| Provisions | 30 | 13,678,683 | 13,383,765 | 13,383,765 |
| Deferred tax liabilities | 3,481,540 | 3,851,678 | 8,106,346 | |
| 181,646,026 | 268,036,634 | 272,291,302 | ||
| Current liabilities | ||||
| Borrowings | 28 | 246,132,942 | 167,209,008 | 167,209,008 |
| Obligation under finance leases | 7,243,775 | 7,209,061 | 7,209,061 | |
| Trade payables | 29 | 172,647,922 | 202,293,996 | 202,293,996 |
| Other payables | 29 | 37,282,444 | 38,281,720 | 38,281,720 |
| Income tax | 31 | 6,868,258 | 5,051,259 | 5,051,259 |
| Current tax liabilities | 31 | 14,605,072 | 23,232,579 | 23,232,579 |
| Other current liabilities | 32 | 43,620,325 | 38,470,310 | 38,470,310 |
| Derivatives | 538,593 | 477,465 | 477,465 | |
| Liabilities related to the disposal group classified as held for sale | 3 | 6,090 | - | - |
| 528,945,421 | 482,225,398 | 482,225,398 | ||
| Total liabilities | 4 | 710,591,447 | 750,262,032 | 754,516,700 |
| Total equity and liabilities | 972,690,930 | 1,017,979,156 | 1,037,833,335 | |
The accompanying notes are part of these financial statements
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011
(Amounts expressed in Euro)
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)
| FAIR VALUE RESERVES | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ISSUED CAPITAL |
TREASURY STOCK |
SHARE PREMIUM |
REVALUATION OF FIXED ASSETS |
AVAILABLE FOR SALE INVESTMENS |
CASH FLOW HEDGE DERIVATIVES |
FOREIGN CURRENCY TRANSLATION RESERVES |
STOCK OPTIONS RESERVES |
OTHER RESERVES |
NET PROFIT OF THE YEAR |
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT |
NON CONTROLLING INTERESTS |
TOTAL EQUITY | |
| Balance at 1 January 2011 | 50,000,000 | (852,587) | 186,500,000 | 15,927,250 | - | (228,755) | (13,497,358) | 113,495 | 126,191,830 | (54,894,057) | 309,259,817 | 30,988,179 | 340,247,995 |
| Changes in the consolidated method and measurement policy (Note 1) |
- | - | - | (15,927,250) | - | (27,207) | 59,435 | (1,187,326) | 736,089 | (16,346,259) | 606,843 | (15,739,416) | |
| 50,000,000 | (852,587) | 186,500,000 | - | - | (255,962) | (13,437,923) | 113,495 | 125,004,503 | (54,157,968) | 292,913,557 | 31,595,022 | 324,508,579 | |
| Appropriation of the profit of 2010 | - | - | - | - | - | - | - | - | (54,894,057) | 54,894,057 | - | - | - |
| Comprehensive income for the year: | |||||||||||||
| Profit for the year | - | - | - | - | - | - | - | - | - | 381,420 | 381,420 | (53,272) | 328,148 |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | - | - | 2,124,014 | - | - | - | 2,124,014 | 17,602 | 2,141,616 |
| Exchange differences arising on goodwill | - | - | - | - | - | - | (241,610) | - | - | - | (241,610) | - | (241,610) |
| Gains on revaluation of properties | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Other changes in equity of subsidiaries | - | - | - | - | - | 154,755 | - | - | - | - | 154,755 | 52,135 | 206,890 |
| Total comprehensive income for the year | - | - | - | - | - | 154,755 | 1,882,405 | - | - | 381,420 | 2,418,580 | 16,465 | 2,435,045 |
| Acquisition of treasury stock | - | (679,544) | - | - | - | - | - | - | - | - | (679,544) | - | (679,544) |
| Stock options | - | - | - | - | - | - | - | 21,848 | - | - | 21,848 | - | 21,848 |
| Share capital increase in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | 1,381,299 | 1,381,299 |
| Non-controlling interests transactions | - | - | - | - | - | - | - | - | (254,512) | - | (254,512) | 4,512 | (250,000) |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | - | - | 1,339,022 | - | 1,339,022 | (424,469) | 914,553 |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | - | - | - | 2,046,256 | 2,046,256 |
| Balance at 31 March 2011 | 50,000,000 | (1,532,131) | 186,500,000 | - | - | (101,207) | (11,555,518) | 135,343 | 71,194,957 | 1,117,509 | 295,758,952 | 34,619,085 | 330,378,037 |
| Balance at 1 January 2012 | 50,000,000 | (2,415,630) | 186,500,000 | - | - | (289,985) | (19,563,611) | 198,979 | 69,908,833 | (48,587,256) | 235,751,330 | 31,783,623 | 267,534,953 |
| Appropriation of the profit of 2011 | - | - | - | - | - | - | - | - | (48,587,256) | 48,587,256 | - | - | - |
| Comprehensive income for the year: | - | - | |||||||||||
| Profit for the year | - | - | - | - | - | - | - | - | - | (4,698,549) | (4,698,549) | 141,300 | (4,557,249) |
| Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | - | - | 871,983 | - | - | - | 871,983 | 85,336 | 957,318 |
| Exchange differences arising on goodwill | - | - | - | - | - | - | 117,583 | - | - | - | 117,583 | 42 | 117,625 |
| Other changes in equity of subsidiaries | - | - | - | - | - | 1,200 | - | - | - | - | 1,200 | (6,860) | (5,660) |
| Total comprehensive income for the year | - | - | - | - | - | 1,200 | 989,566 | - | - | (4,698,549) | (3,707,783) | 219,817 | (3,487,966) |
| Acquisition of treasury stock | - | (407,279) | - | - | - | - | - | - | - | - | (407,279) | - | (407,279) |
| Stock options | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Other changes in equity of subsidiaries | - | - | - | - | - | - | - | - | (863,858) | - | (863,858) | 302,904 | (560,954) |
| Changes in the consolidation perimeter | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Non-controlling interests transactions | - | - | - | - | - | - | - | - | (692,811) | - | (692,811) | (191,126) | (883,937) |
| Balance at 31 March 2012 | 50,000,000 | (2,822,909) | 186,500,000 | - | - | (288,785) | (18,574,045) | 198,979 | 19,764,907 | (4,698,549) | 230,079,598 | 32,115,219 | 262,194,816 |
The accompanying notes are part of these financial statements
/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011
(Amounts expressed in Euro)
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)
| 3M' 2012 | 3M' 2011 | |
|---|---|---|
| (NON AUDITED) | (NON AUDITED) | |
| OPERATING ACTIVITIES | ||
| Receipts from customers | 156,992,976 | 178,869,461 |
| Payments to suppliers | (129,463,256) | (163,208,881) |
| Payments to employees Cash generated from operations |
(19,665,495) 7,864,225 |
(17,368,280) (1,707,700) |
| Income tax paid | (544,159) | (1,162,005) |
| Other receipts/(payments) relating to operating activities | (5,207,442) | (5,519,838) |
| Cash generated from other operating activities | (5,751,600) | (6,681,843) |
| Net cash generated by operating activities (1) | 2,112,624 | (8,389,543) |
| INVESTING ACTIVITIES | ||
| Receipts arising from: | ||
| Financial assets | - | 300,000 |
| Tangible assets | 409,093 | 147,747 |
| Intangible assets | 411,512 | - |
| Investment grants | - | - |
| Interest and similar income | 1,238,807 | 623,454 |
| Dividends | - | - |
| Others | 408,500 | - |
| 2,467,912 | 1,071,201 | |
| Payments arising from: | ||
| Financial assets | (883,937) | (5,238,750) |
| Tangible assets | (7,418,236) | (8,548,079) |
| Intangible assets | (4,210,234) | (3,814,455) |
| Others | (5,000) | - |
| (12,517,407) | (17,601,284) | |
| Net cash generated by investing activities (2) | (10,049,495) | (16,530,084) |
| FINANCING ACTIVITIES | ||
| Receipts arising from: | ||
| Borrowings | 75,190,448 | 179,063,622 |
| Issue of equity shares, supplementary capital and share premiums | - | 2,681,299 |
| Grants and donations | 16,043 | - |
| Others | 258,196 | 514,320 |
| 75,464,687 | 182,259,242 | |
| Payments arising from: | ||
| Borrowings | (83,256,225) | (151,458,863) |
| Leasings | (1,549,805) | (6,122,510) |
| Interest and similar costs | (6,360,912) | (4,397,030) |
| Dividends | - | - |
| Acquisition of treasury stock | (2,822,909) | - |
| Others | (271,480) | (1,015,476) |
| (94,261,331) | (162,993,879) | |
| Net cash generated by financing activities (3) | (18,796,644) | 19,265,363 |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) | (26,733,515) | (5,654,263) |
| Changes in the consolidation perimeter and others | (20,902,522) | (758,191) |
| Effect of foreign exchange currencies | (470,242) | (1,095,401) |
| Cash and cash equivalents at the beginning of the year | 77,886,483 | 76,666,431 |
| Cash and cash equivalents at the end of the year | 29,780,204 | 69,158,575 |
The accompanying notes are part of these financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
06 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTORY NOTE
Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as its main activity the construction of steel infrastructures and solar activity - which focuses on the development of photovoltaic projects, the installation of turnkey photovoltaic parks or under the EPC and the development of architectural integration projects and microgeneration. They also have other activities which highlight the promotion and development of renewable energy projects (Nota 4).
Martifer SGPS was incorporated on 29 October 2004, its share capital having been realized through the delivery of shares, valued at its market value, that the shareholders held in Martifer - Construções, S.A., a company that was incorporated in 1990 and which, at that time, was the holding company of the current Martifer Group.
As of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.
At 31 March 2012, the Group has developed its activity in Portugal, Spain, Poland, Slovakia, Romania, Czech Republic, Angola, Brazil, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgary, Netherlands, France, Thailand, Morocco, United Kingdom, Canada, Mexico, Saudi Arabia, Germany and Chile.
All the amounts presented in these notes are expressed in Euros (rounded at unit), unless otherwise stated.
The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2011. The restated figures are presented in the notes below, only in the situations where there are differences for the reported amounts.
These financial statements are not audited.
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
These accompanying consolidated financial statements relate to the consolidated financial statements of the Martifer Group and were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in force at the beginning of the economic period started 1 January 2012. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been endorsed by the European Union.
The interim consolidated financial report for the period ended at 31 March 2012 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.
These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the revaluation of certain financial instruments, which are stated at fair value.
The accounting policies adopted are consistent with those considered in the financial statements for the year ended as of 31 December 2011 and disclosed in the corresponding notes, prepared under the International Financial Reporting Standards (IFRS) approved by the EU, except in respect of the standards and interpretations entering into force on or after 1 January 2012, the adoption of which have not had an impact on the Group's profits or financial position and with exception of the referred in the following paragraph.
The IAS 16 'Property, plant and equipment' establishes two options to the subsequent recognition of fixed assets, either the cost model or the revaluation model. For land and buildings held for use, the Group used the fair value model, based on regular
independent appraisals. From 1 January 2012, the Group decided to change the accounting model for measuring the lands and buildings held for use, from the revaluation model to the cost model.
Martifer Group believes that this change results in the financial statements providing better information, more reliable and relevant to the current situation, given the volatility in the real estate market and interest rates.
In accordance with the provisions of IAS 8 'Accounting policies, changes in accounting estimates and errors', Martifer Group has restated its financial statements for prior periods. The main impacts in consolidated financial statements are summarized in the tables below:
| FY 2011 | CHANGE IN THE ACCOUNTING POLICY (NON AUDITED) |
FY 2011 RESTATED |
|
|---|---|---|---|
| Assets | |||
| Non-current | 544,464,318 | (19,854,179) | 524,610,139 |
| Current | 493,369,017 | - | 493,369,017 |
| Total Assets | 1,037,833,335 | (19,854,179) | 1,017,979,156 |
| Liabilities | |||
| Non-current | 272,291,302 | (4,254,668) | 268,036,634 |
| Current | 482,225,398 | - | 482,225,398 |
| Total Liabilities | 754,516,700 | (4,254,668) | 750,262,032 |
| Equity | |||
| Attributable to owners of Martifer | 251,533,012 | (15,599,511) | 235,933,501 |
| Attributable to non-controlling interests | 31,783,623 | - | 31,783,623 |
| Total Equity | 283,316,635 | (15,599,511) | 267,717,124 |
| 31 MARCH 2011 | CHANGE IN THE ACCOUNTING POLICY AND CHANGE OF CONSOLIDATION METHOD (NON AUDITED) |
31 MARCH 2011 RESTATED |
|
|---|---|---|---|
| Sales and services rendered | 111,492,355 | (1,205,447) | 110,286,908 |
| EBITDA | 6,047,599 | (767,122) | 5,280,477 |
| EBIT | 1,596,512 | (417,443) | 1,179,069 |
| Financial results | (706,965) | 1,098,402 | 391,437 |
| Consolidated net profit | 328,148 | 736,089 | 1,064,237 |
Note: The figures of the income statement, for the period ended 31 March 2011, were restated for both the change in accounting policy mentioned above and for the change of the consolidation method applicable to financial interests in joint arrangements (from proportionate method to equity method) that occurred in 2011 but was not yet reflected in the 1st quarter reported figures.
Considering the low impact of this change accounting model of the lands and buildings held for use, in equity and in consolidated net profit of 2011, the Group does not present restated financial statements as of 1 January 2011.
The consolidated financial statements were presented in Euros since this is the main currency of the Group's operations. The financial statements of Group companies expressed in foreign currency were translated to Euros.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were performed taking into consideration the best knowledge available at the financial statements approval date, of the events and the dealings in progress.
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 31 March 2012 are as follows:
COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Martifer SGPS, S.A. | Oliveira de Frades | Martifer SGPS | Holding | ||
| Martifer Inovação e Gestão, S.A. | Oliveira de Frades | Martifer Inovação | 100.00% | - | 100.00% |
| Martifer Gestiune Si Servicii, S.R.L. | Bucharest | Martifer Inovação Roménia | 100.00% | - | 100.00% |
| Martifer Metallic Constructions SGPS, S.A. | Oliveira de Frades | Martifer Metallic Constructions | 100.00% | - | 100.00% |
| Martifer - Construções Metalomecânicas, S.A. | Oliveira de Frades | Martifer Construções | - | 100.00% | 100.00% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
Dublin | MMECC | - | 60.00% | 60.00% |
| Resun Developments, S.A. | Oliveira de Frades | Resun | - | 100.00% | 100.00% |
| Martifer – Construcciones Metálicas España, S.A. | Madrid | Martifer Espanha | - | 100.00% | 100.00% |
| Martifer – Construções Metálicas Angola, S.A. | Luanda | Martifer Angola | - | 78.75% | 78.75% |
| Martifer Construction Limited | Dublin | Martifer Irlanda | - | 100.00% | 100.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Martifer Polska | - | 100.00% | 100.00% |
| Martifer Constructions, SAS | Rungis | Martifer França | - | 100.00% | 100.00% |
| Martifer Constructii SRL | Bucharest | Martifer Constructii | - | 100.00% | 100.00% |
| Park Logistyczny Biskupice | Gliwice | Biskupice | - | 100.00% | 100.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Martifer Konstrukcje | - | 100.00% | 100.00% |
| Martifer Slovakia S.R.O. | Bratislava | Martifer Slovakia | - | 100.00% | 100.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria-a-Velha | Madeiras do Vouga | - | 100.00% | 100.00% |
| Martifer - Gestão de Investimentos, S.A. | Oliveira de Frades | MGI | - | 100.00% | 100.00% |
| Nagatel Viseu, Promoção Imobiliária, S.A. | Oliveira de Frades | Nagatel Viseu | - | 100.00% | 100.00% |
| Martifer Retail & Warehousing Angola, S.A. | Luanda | Martifer Retail Angola | - | 100.00% | 100.00% |
| Martifer - Alumínios, S.A. | Oliveira de Frades | Martifer Alumínios | - | 100.00% | 100.00% |
| Martifer - Alumínios, S.A. | Madrid | Martifer Alumínios Espanha | - | 100.00% | 100.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Martifer Alumínios Angola | - | 100.00% | 100.00% |
| Martifer Aluminium Pty, Ltd | Sidney | Sassall | - | 100.00% | 100.00% |
| Martifer Aluminium Limited | Dublin | Martifer Aluminium Irlanda | - | 100.00% | 100.00% |
| Martifer UK Limited | London | Martifer UK | - | 100.00% | 100.00% |
| MT Construction Maroc, S.A.R.L. | Tangier | Martifer Marrocos | - | 100.00% | 100.00% |
| Martifer - Construções Metálicas, Ltda. | Fortaleza | Martifer Brasil | - | 100.00% | 100.00% |
| Saudi Martifer Constructions LLC | Riyadh | Martifer Arábia Saudita | - | 100.00% | 100.00% |
| Martifer Beteiligungsverwaltungs GmbH | Wien | Martifer GmbH | 100.00% | - | 100.00% |
| M City Gliwice Sp. Zo.o | Gliwice | M City Gliwice | - | 52.80% | 52.80% |
| Martifer Energy Systems SGPS, S.A. | Oliveira de Frades | Martifer Energy Systems | 100.00% | - | 100.00% |
| Martifer Energia S.R.L. | Bucharest | Martifer Energia Roménia | - | 100.00% | 100.00% |
| Martifer Energia LLC | Kiev | Martifer Energia Ucrânia | - | 100.00% | 100.00% |
| Martifer Wind Energy Systems LLC | San Angelo TX | Martifer Wind USA | - | 100.00% | 100.00% |
| Martifer Energy Systems PTY | Cape Town | Martifer Energia África do Sul | - | 85.00% | 85.00% |
| Navalria – Docas, Construções e Reparações Navais, S.A. |
Aveiro | Navalria | - | 100.00% | 100.00% |
| Gebox, S.A. | Ílhavo | Gebox | - | 65.00% | 65.00% |
| Martifer Solar SGPS, S.A. | Oliveira de Frades | Martifer Solar SGPS | 100.00% | - | 100.00% |
| Martifer Solar, S.A. | Oliveira de Frades | Martifer Solar | - | 75.00% | 75.00% |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Martifer Solar Sistemas Solares | - | 75.00% | 75.00% |
| Solar Parks Construccion Parques Solares ETVE, S.A. |
Madrid | Solar Parks | - | 75.00% | 75.00% |
| Parque Solar Seseña II, S.L. | Madrid | Seseña II | - | 75.00% | 75.00% |
| Parque Solar Segovia, S.L. | Madrid | Segovia | - | 75.00% | 75.00% |
| Parque Solar Quintanar, S.L. | Madrid | Quintanar | - | 75.00% | 75.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Parque Solar Seseña III, S.L. | Madrid | Seseña III | - | 75.00% | 75.00% |
| MTS Solar Sistemas Solares, S.A. | Mexico city | Martifer Solar México | - | 74.25% | 74.25% |
| Martifer Solar Chile Holding, Lda | Santiago | Martifer Solar Chile | - | 75.00% | 75.00% |
| Inovsun, Lda. | Oliveira de Frades | Inovsun | - | 75.00% | 75.00% |
| Martifer Solar S.R.L. | Milan | Martifer Solar Itália | - | 75.00% | 75.00% |
| MTS1 S.R.L. | Syracuse | MTS1 | - | 75.00% | 75.00% |
| MTS2 S.R.L. | Syracuse | MTS2 | - | 75.00% | 75.00% |
| MTS3 S.R.L. | Syracuse | MTS3 | - | 75.00% | 75.00% |
| MTS4 S.R.L. | Syracuse | MTS4 | - | 75.00% | 75.00% |
| MTS5 S.R.L. | Syracuse | MTS5 | - | 75.00% | 75.00% |
| Martifer Solar Inc. | S. Francisco CA | Martifer Inc. | - | 75.00% | 75.00% |
| Martifer Solar USA, Inc. | Santa Monica CA | AEM 1) | - | 47.63% | 47.63% |
| Martifer Aurora Solar, LLC | Santa Monica CA | Solar Aurora 1) | - | 47.15% | 47.15% |
| MT Silverado Fund LLC | S. Francisco CA | Silverado 1) | - | 38.25% | 38.25% |
| Martifer Solar Hellas, A.T.E. | Athens | PVI | - | 50.58% | 50.58% |
| Martifer Solar Angola | Luanda | Martifer Solar Angola | - | 56.25% | 56.25% |
| Martifer Solar N.V. | Deerlijk | Martifer Solar Bélgica | - | 75.00% | 75.00% |
| Martifer Solar UK Limited | London | Martifer Solar UK | - | 75.00% | 75.00% |
| Martifer Solar S.A.S. | Lyon | Martifer Solar França | - | 75.00% | 75.00% |
| Martifer Solar CZ | Prague | Martifer Solar República Checa | - | 75.00% | 75.00% |
| Home Energy France SAS | Lyon | Home Energy França | - | 75.00% | 75.00% |
| PVGlass, S.A. | Oliveira de Frades | PVGlass | - | 52.50% | 52.50% |
| PVGLASS S.r.l | Milan | PVGlass Itália | - | 52.50% | 52.50% |
| MPrime Solar Solutions, S.A. | Oliveira de Frades | Mprime | - | 75.00% | 75.00% |
| MPrime Italia S.r.l | Oliveira de Frades | MPrime Itália | - | 75.00% | 75.00% |
| MPrime GMBH | Munich | MPrime GMBH | - | 75.00% | 75.00% |
| Sol Cativante, Lda. | Sever do Vouga | Sol Cativante 2) | - | 6.83% | 6.83% |
| Sol Cativante V, Lda. | Viseu | Sol Cativante V | - | 6.83% | 6.83% |
| Sol Cativante VI, Lda. | Viseu | Sol Cativante VI | - | 6.83% | 6.83% |
| Martifer Solar Investments, B.V. | Amsterdam | Martifer Solar Holanda | - | 75.00% | 75.00% |
| Martifer Solar Canada, Ltd. | Toronto | Martifer Solar Canadá | - | 75.00% | 75.00% |
| MTS6 S.R.L. | Syracuse | MTS6 | - | 63.75% | 63.75% |
| Martifer Solar SK s.r.o. | Dolny Kubin | Martifer Solar Eslováquia | - | 75.00% | 75.00% |
| Ginosa Solar Farm, S.R.L. | Rome | Ginosa Solar Farm | - | 75.00% | 75.00% |
| Solar Spritehood S.R.L | Rome | Solar Spritehood | - | 75.00% | 75.00% |
| MTS7, S.R.L. | Rome | MTS7 | - | 75.00% | 75.00% |
| Sol Cativante II, S.A. | Sever do Vouga | Sol Cativante II | - | 75.00% | 75.00% |
| Sol Cativante IV, S.A. | Sever do Vouga | Sol Cativante IV | - | 75.00% | 75.00% |
| Canopy - Naos | Paris | Canopy Naos | - | 75.00% | 75.00% |
| Eviva Mepe | Athens | Eviva Grécia | - | 75.00% | 75.00% |
| Martifer Solar MZ, S.A. | Maputo | Martifer Solar Moçambique | - | 38.25% | 38.25% |
| Greencoverage Unipessoal, Lda. | Oliveira de Frades | Greencoverage | - | 75.00% | 75.00% |
| Martifer Renewables SGPS, S.A. | Oliveira de Frades | Martifer Renewables SGPS | 100.00% | - | 100.00% |
| Martifer Renewables, S.A. | Oliveira de Frades | Martifer Renewables SA | - | 100.00% | 100.00% |
| Martifer Renovables ETVE, S.A.U. | Madrid | Martifer Renovables | - | 100.00% | 100.00% |
| Eurocab FV 1 S.L. | Madrid | Eurocab 1 | - | 100.00% | 100.00% |
| Eurocab FV 2 S.L. | Madrid | Eurocab 2 | - | 100.00% | 100.00% |
| Eurocab FV 3 S.L. | Madrid | Eurocab 3 | - | 100.00% | 100.00% |
| Eurocab FV 4 S.L. | Madrid | Eurocab 4 | - | 100.00% | 100.00% |
| Eurocab FV 5 S.L. | Madrid | Eurocab 5 | - | 100.00% | 100.00% |
| Eurocab FV 6 S.L. | Madrid | Eurocab 6 | - | 100.00% | 100.00% |
| Eurocab FV 7 S.L. | Madrid | Eurocab 7 | - | 100.00% | 100.00% |
| Eurocab FV 8 S.L. | Madrid | Eurocab 8 | - | 100.00% | 100.00% |
| Eurocab FV 9 S.L. | Madrid | Eurocab 9 | - | 100.00% | 100.00% |
| Eurocab FV 10 S.L. | Madrid | Eurocab 10 | - | 100.00% | 100.00% |
/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Eurocab FV 11 S.L. | Madrid | Eurocab 11 | - | 100.00% | 100.00% |
| Eurocab FV 12 S.L. | Madrid | Eurocab 12 | - | 100.00% | 100.00% |
| Eurocab FV 13 S.L. | Madrid | Eurocab 13 | - | 100.00% | 100.00% |
| Eurocab FV 14 S.L. | Madrid | Eurocab 14 | - | 100.00% | 100.00% |
| Eurocab FV 15 S.L. | Madrid | Eurocab 15 | - | 100.00% | 100.00% |
| Eurocab FV 16 S.L. | Madrid | Eurocab 16 | - | 100.00% | 100.00% |
| Eurocab FV 17 S.L. | Madrid | Eurocab 17 | - | 100.00% | 100.00% |
| Eurocab FV 18 S.L. | Madrid | Eurocab 18 | - | 100.00% | 100.00% |
| Eurocab FV 19 S.L. | Madrid | Eurocab 19 | - | 100.00% | 100.00% |
| Eurocab FV 20 S.L. | Madrid | Eurocab 20 | - | 100.00% | 100.00% |
| Eviva Energy S.R.L. | Bucharest | Eviva Roménia | - | 100.00% | 100.00% |
| Eviva Nalbant S.R.O. | Bucharest | Eviva Nalbant | - | 99.00% | 99.00% |
| Eviva Agighiol S.R.L. | Bucharest | Eviva Agighiol | - | 99.00% | 99.00% |
| Eviva Casimcea S.R.O. | Bucharest | Eviva Casimcea | - | 99.00% | 99.00% |
| Premium Management Consulting, S.R.L. | Bucharest | Premium Management | - | 85.00% | 85.00% |
| MW Topolog, S.R.L. | Bucharest | MW Topolog | - | 99.00% | 99.00% |
| Martifer Renewables, S.A. | Gliwice | Eviva Polónia | - | 100.00% | 100.00% |
| Martifer Renewables Pty, Ltd. | Sidney | Eviva Austrália | - | 100.00% | 100.00% |
| Eviva Beteiligungsverwaltungs GmbH | Wien | Eviva GmbH | - | 100.00% | 100.00% |
| Eviva Hidro S.R.L. | Bucharest | Eviva Hidro | 1.00% | 99.00% | 100.00% |
| Martifer Deutschland GmbH | Berlin | Martifer Deutschland | - | 100.00% | 100.00% |
| Martifer Renewables Bippen GmbH | Berlin | Eviva Bippen | - | 100.00% | 100.00% |
| Eviva Energy SGPS, S.A. | Oliveira de Frades | Enerpetra | - | 100.00% | 100.00% |
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Wind Odrzechowa | - | 100.00% | 100.00% |
| Energia Wiatrowa Sp. Zo.o | Gliwice | Energia Wiatrowa 4) | - | 100.00% | 100.00% |
| Eviva Gizalki Sp. Zo.o | Miastko | Eviva Gizalki | - | 72.00% | 72.00% |
| Wind Farm Bukowsko Sp. Zo.o | Gliwice | Wind Farm Bukowsko | - | 100.00% | 100.00% |
| Wind Farm Markowa Sp. Zo.o | Gliwice | Wind Farm Markowa | - | 100.00% | 100.00% |
| Wind Farm Lada Sp. Zo.o | Gliwice | Wind Farm Lada | - | 100.00% | 100.00% |
| Wind Farm Jawornik Sp. Zo.o | Gliwice | Wind Farm Jawornik | - | 100.00% | 100.00% |
| Wind Farm Piersno Sp. Zo.o | Gliwice | Wind Farm Piersno | - | 100.00% | 100.00% |
| Wind Farm Oborniki Sp. Zo.o | Gliwice | Wind Farm Oborniki | - | 100.00% | 100.00% |
| Martifer Renewables Brazil B.V. | Amsterdam | Renewables Holanda | - | 100.00% | 100.00% |
| Vesto EAD | Varna | Vesto | - | 100.00% | 100.00% |
| DVP1 Limited | Varna | DVP1 | - | 100.00% | 100.00% |
| DVP2 Limited | Varna | DVP2 | - | 100.00% | 100.00% |
| Martifer Renewables Investments ETVE, S.A. | Madrid | Eurocab 21 | - | 100.00% | 100.00% |
| Martifer Renewables Italy BV | Amsterdam | Renewables Italy Holanda | - | 100.00% | 100.00% |
| Martifer Renewables Brasil Participações LTDA | Fortaleza | Martifer Renewables Brasil | - | 100.00% | 100.00% |
| Martifer Renováveis - Geração de Energia e Participações S.A. |
Fortaleza | Ventania | - | 55.00% | 55.00% |
| Eólica Cajueiro da Praia, Ltda . | Fortaleza | Cajueiro | - | 55.00% | 55.00% |
| Eólica Cacimbas, Ltda. | Fortaleza | Cacimbas | - | 55.00% | 55.00% |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. |
Fortaleza | SBER 1) | - | 41.25% | 41.25% |
| Melosa – Geração de Energia e Participações, Ltda. |
Fortaleza | Melosa | - | 55.00% | 55.00% |
| Eólica Paraipaba, Ltda. | Fortaleza | Paraipaba | - | 55.00% | 55.00% |
| Eólica Chapadão, Ltda. | Fortaleza | Chapadão | - | 55.00% | 55.00% |
| Rosa dos Ventos - Geração e Comercialização de Energia, S.A |
Fortaleza | Rosa dos Ventos | - | 53.63% | 53.63% |
| Prio Agriculture, B.V. | Delft | Prio Holanda | - | 100.00% | 100.00% |
| Porthold Project Development BV | Amsterdam | Porthold | - | 55.00% | 55.00% |
| Ventinveste Indústria SGPS, S.A. | Oliveira de Frades | Ventinveste Indústria 3) | - | 46.00% | 46.00% |
1) The full consolidation of these companies is justified as the Group has ultimate control.
2) The consolidation of this company through the full consolidation method results from Group having full control, namely to govern the financial and operating policies of the entity.
3) The consolidation of this company through the full consolidation method results from shareholder agreements that regulate the control of the investee.
4) This company has been classified as held for sale (Note 3).
COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD
Companies consolidated through the equity method, head offices and percentage of share capital held by the group at 31 March 2012, are as follows:
| PERCENTAGE OF SHARE CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | |
| Metallic Constructions | ||||||
| Associate companies: | ||||||
| Proempar | Porto | Proempar | - | 24.00% | 24.00% | |
| Parque Tecnológico do Tâmega | Felgueiras | PTT | - | 19.40% | 19.40% | |
| Liszki Green Park, Sp. Zo.o | Gliwice | Liszki Green Park | - | 45.00% | 45.00% | |
| Jointly controlled companies: | ||||||
| Promoquatro – Investimentos Imobiliários, Lda. | Oliveira de Frades | Promoquatro | - | 50.00% | 50.00% | |
| Martifer – Hirschfeld Energy Systems LLC | San Angelo TX | Martifer Energy Systems USA 2) | - | 50.00% | 50.00% | |
| M City Bialystok Sp. Zo.o | Gliwice | M City Bialystok | - | 50.00% | 50.00% | |
| M City Radom Sp. Zo.o | Gliwice | M City Radom | - | 50.00% | 50.00% | |
| Solar | ||||||
| Associate companies: | ||||||
| Parque Solar Seseña I, S.L. | Madrid | Seseña I | - | 28.11% | 28.11% | |
| Canaverosa Renovables, SL | Madrid | Canaverosa | - | 49.00% | 49.00% | |
| Others | ||||||
| Associate companies: | ||||||
| Nutre SGPS, S.A. | Oliveira de Frades | Prio SGPS | 49.00% | - | 49.00% | |
| Nutre, S.A. | Oliveira de Frades | Prio Foods | - | 49.00% | 49.00% | |
| Nutre - Industrias Alimentares, S.A. | Oliveira de Frades | Prio Alimentar | - | 49.00% | 49.00% | |
| Prio Agricultura. S.A. | Maputo | Prio Agricultura Moçambique | - | 49.00% | 49.00% | |
| Prio Agricultura. S.R.L. | Bucharest | Prio Agricultura Roménia | - | 49.00% | 49.00% | |
| Prio Agromart S.R.L. | Bucharest | Prio Agromart | - | 49.00% | 49.00% | |
| Prio Balta S.R.L. | Bucharest | Prio Balta | - | 49.00% | 49.00% | |
| Prio Facaieni S.R.L. | Bucharest | Prio Facaieni | - | 49.00% | 49.00% | |
| Prio Ialomita S.R.L. | Bucharest | Prio Ialomita | - | 49.00% | 49.00% | |
| Prio Rapita S.R.L. Prio Terra Agricola S.R.L. |
Bucharest Bucharest |
Prio Rapita Prio Terra Agricola |
- - |
49.00% 49.00% |
49.00% 49.00% |
|
| Prio Turism Rural S.R.L | Bucharest | Prio Turism Rural | - | 49.00% | 49.00% | |
| Agromec Balaciu | Bucharest | Agromec Balaciu | - | 42.60% | 42.60% | |
| Miharox S.R.L. | Bucharest | Miharox | - | 40.47% | 40.47% | |
| Zimbrul. S.A. | Bucharest | Zimbrul | - | 49.00% | 49.00% | |
| Agrozootehnica. S.A. | Bucharest | Agrozootehnica | - | 48.98% | 48.98% | |
| Prio Agrotrans S.R.L. | Bucharest | Prio Agrotrans | - | 49.00% | 49.00% | |
| S. Luís do | ||||||
| Prio Agricultura e Extracção LTDA | Maranhão | Prio Agricultura e Extracção | - | 49.00% | 49.00% | |
| Prio Extractie S.R.L. | Bucharest | Prio Extractie | - | 49.00% | 49.00% | |
| Prio Agro Industries. Sp. Z o.o. | Gliwice | Prio Polónia | - | 49.00% | 49.00% | |
| Prio Biocombustibil S.R.L. | Bucharest | Prio Biocombustibil | - | 49.00% | 49.00% | |
| Prio Meat S.R.L | Bucharest | Prio Meat | - | 49.00% | 49.00% | |
| Prio Foods – AJFS Construções, ACE | Lisbon | Prio Foods ACE | - | 24.50% | 24.50% | |
| Nutre Farming B.V. | Amsterdam | Nutre Farming | - | 49.00% | 49.00% | |
| Prio Energy SGPS. S.A. | Oliveira de Frades | Prio Energy SGPS | 49.00% | - | 49.00% | |
| Prio Biocombustíveis. S.A. | Oliveira de Frades | Prio Biocombustíveis | - | 49.00% | 49.00% | |
| Prio Energy. S.A. | Oliveira de Frades | Prio Energy | - | 49.00% | 49.00% | |
| Mondefin | Coimbra | Mondefin | - | 49.00% | 49.00% | |
| Veiga & Seabra. S.A. | Aguada de Baixo | Veiga & Seabra | - | 49.00% | 49.00% | |
| Prio Parque de Tanques de Aveiro, S.A. | Oliveira de Frades | Prio Tanques | - | 49.00% | 49.00% | |
| Prio Energy II, S.A. | Oliveira de Frades | Prio Energy II | - | 49.00% | 49.00% |
| PERCENTAGE OF SHARE CAPITAL HELD | |||||
|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL |
| Park Charge-Energy Systems, Lda | Oliveira de Frades | Park Charge | - | 39.20% | 39.20% |
| Prio.E - SGPS, S.A. | Oliveira de Frades | Prio E SGPS | - | 29,40% | 29,40% |
| Share Motivation – Inv. Imobiliários Unipessoal, Lda. |
Oliveira de Frades | Share Motivation | - | 49.00% | 49.00% |
| Magnum Cap Electrical Power, Lda. | Oliveira de Frades | Magnum Cap | - | 9.70% | 9.70% |
| Jointly controlled companies: | |||||
| Ventinveste, S.A. | Lisbon | Ventinveste SA | 5.00% | 41.00% | 46.00% |
| Ventinveste Eólica, SGPS, S.A. | Lisbon | Ventinveste Eólica | - | 46.00% | 46.00% |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | PE Torrinheiras | - | 46.00% | 46.00% |
| Parque Eólico do Douro Sul, S.A. | Lisbon | PE Douro Sul | - | 46.00% | 46.00% |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | PE Pinhal do Oeste | - | 46.00% | 46.00% |
| Parque Eólico de Vale Grande. S.A. | Lisbon | PE Vale Grande | - | 46.00% | 46.00% |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | PE Vale do Chão | - | 46.00% | 46.00% |
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | PE Cabeço Norte | - | 46.00% | 46.00% |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | PE Serra do Oeste | - | 46.00% | 46.00% |
| Parque Eólico do Planalto, S.A. | Lisbon | PE Planalto | - | 46.00% | 46.00% |
| Eviva Dunowo, Sp. Z o.o. | Gliwice | Eviva Dunowo | - | 50.00% | 50.00% |
| SPEE 3 – Parque Eólico do Baião, S.A. | Lisbon | SPEE 3 | - | 50.00% | 50.00% |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. |
Oliveira de Frades | SPEE 2 | - | 50.00% | 50.00% |
| Macquarie Capital Wind Fund Pty Limited | Sidney | Macquarie | - | 50.00% | 50.00% |
| Silverton Wind Farm Holding | Sidney | Silverton 1) | - | 25.00% | 25.00% |
| Parque Eólico da Penha da Gardunha, Lda. | Oliveira de Frades | PE Penha da Gardunha | - | 50.00% | 50.00% |
| MS – Participações Societárias, S.A. | Fortaleza | MS (ex-Faisa Biomassa) | - | 11.91% | 11.91% |
| Eólica Embuaca, Ltda. | Fortaleza | Embuaca | - | 11.91% | 11.91% |
| Eólica Mar e Terra, Ltda. | Fortaleza | Mar e Terra | - | 11.91% | 11.91% |
| Eólica Bela Vista, Ltda. | Fortaleza | Bela Vista | - | 11.91% | 11.91% |
| Eólica Icaraí, Ltda. | Fortaleza | Icaraí | - | 11.91% | 11.91% |
1) The consolidation of this company through the equity method results from the Group having joint control of its parent company, which in turn has joint or full control of the investee.
2) This company has been classified as held for sale (Note 3).
During the first quarter of 2012 and during 2011 the changes occurred in the consolidation perimeter were as follows:
Incorporated companies:
In the first quarter of 2012:
Nutre Farming B.V. (Nutre Farming) Prio .E – SGPS, S.A. (Prio E SGPS) Martifer Solar Chile Holding, Lda (Solar Chile)
In 2011:
Prio Foods - Industrias Alimentares, S.A. (Prio Alimentar) Prio Energy II, S.A. (Prio Energy II) MPrime Itália S.R.L. (MPrime Itália) PVGlass S.R.L. (PVGlass Itália) Martifer Solar UK, Limited (Martifer Solar UK) Wind Farm Oborniki Sp. Zo.o (Wind Farm Oborniki) Prio Meat S.R.L (Prio Meat) MTS Solar Sistemas Solares S.A. (Martifer Solar México) Prio Foods – AJFS, ACE (Prio Foods – AJFS) Saudi Martifer Constructions LLC (Saudi Martifer Constructions) Resun Developments, S.A. (Resun)
Martifer Aurora Solar, LLC (Solar Aurora) Sol Cativante V, Lda. (Sol Cativante V) Sol Cativante VI, Lda. (Sol Cativante VI) Martifer Solar MZ, S.A. (Martifer Solar Moçambique) Greencoverage Unipessoal, Lda. (Greencoverage)
Acquired companies:
In the first quarter of 2012:
Share Motivation – Inv. Imobiliários Unipessoal, Lda. (Share Motivation) Magnum Cap Electrical Power, Lda. (Magnum Cap)
In 2011:
Canaverosa Renovables, SL (Canaverosa) Sol Cativante II, S.A. (Sol Cativante II) Sol Cativante IV, S.A. (Sol Cativante IV) Sol Cativante, Lda. (Sol Cativante) Park Charge-Energy Systems, Lda (Park Charge) MPrime Gmbh (Mprime Gmbh) Canopy – Naos (Canopy Naos)
Sold companies:
In 2011:
Home Energy II, S.A. (Home Energy) Repower Portugal – Sistemas Eólicos, S.A. (Repower Portugal) WPT – Wind Power Transmission S.A. Martifer Renewables Electricity LLC Martifer Renewables Wind LLC Martifer Renewables Solar Thermal LLC MTSK1 s.r.o. (MTSK1)) Gesto Energia, S.A. (Gesto Energia) Martifer Renewables II Microprodução, S.A. (Martifer Renewables II Microprodução) G.I.G. - Gesto Investimento e Gestão, SGPS, S.A. (G.I.G.) Hidroavelar, Unipessoal Lda. (Hidroavelar) Sociedade Hidroeléctrica do Távora, Unipessoal Lda. (Soc. Hidroeléctrica do Távora) Sociedade Geotérmica da Bacia Lusitaniana, Unipessoal Lda. (Soc. Geotérmica da Bacia Lusitaniana) Gesto Itália, S.R.L. (Gesto Itália) Martifer II Inox SA (Arestalfer) Martinox SA (Martinox Angola) IWP Sp z.o.o. (IWP) Bukowsko Wind Energy Sp. Z.o.o.(Bukowsko) Eólica Faisa I, Ltda (Faisa I) Eólica Faisa II, Ltda (Faisa II) Eólica Faisa III, Ltda (Faisa III) Eólica Faisa IV, Ltda (Faisa IV) Eólica Faisa V, Ltda (Faisa V) Eólica Faisa, Ltda. (Eólica Faisa)) Canopy – Apollo S.A.S. (Canopy) Gargano Solar Park (Gargano) Changes in the consolidation method:
In 2011:
Ventipower, S.A. (Ventipower) – In 2010 was consolidated through the proportionate method. In 2011 this investment is recorded at cost as, with the sale of 50% of REpower Portugal, ceased the joint control that was held by Martifer Group.
Gesto Energia, S.A. (Gesto Energia) – In 2010 was consolidated through the full consolidation method. In 2011, after the sale of its financial participation in this entity, Martifer Group maintained only 5% of participation, which is recorded at the cost.
MS – Participações Societárias, S.A. (MS Brazil) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in this entity.
Eólica Embuaca, Ltda. (Embuaca) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.
Eólica Mar e Terra, Ltda (Mar e Terra) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.
Eólica Bela Vista, Ltda. (Bela Vista) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.
Eólica Icaraí, Ltda. (Icaraí) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.
Change in the consolidation method of financial interests in joint arrangements (from proportionate method to equity method).
3. DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
On 30th September 2011, Martifer Renewables, SGPS, S.A. agreed, with IKEA Retail Sp. Zo.o., the sale of the shares of Energia Wiatrowa, Sp. Zo.o, conditional to compliance with some terms and conditions set out in the agreement, namely the conclusion of the Rymanow Project, a wind farm with 13 turbines, in the region of Podkarpackie, that is being developed by Wiatrowa.
In February 2012, negotiations for the sale of the stake of 50% in Martifer-Hirschfeld Energy Systems LLC had begun. The final agreement was reached already in April.
In accordance with IFRS 5, the assets and liabilities related to both Energia Wiatrowa and Martifer-Hirschfeld Energy Systems LLC, were classified as 'Disposal group classified as held for sale' and 'Liabilities related to disposal group classified as held for sale', respectively, and the net earnings disclosed in the caption 'Earnings of the disposal group classified as held for sale'.
The breakdown of assets and liabilities of the business unit held for sale at 31 March 2012 is as follows:
| DISPOSAL GROUP | 31 MARCH 2012 (NON AUDITED) |
|
|---|---|---|
| Tangible assets | Energia Wiatrowa | 1,176,663 |
| Financial assets under the equity method | Martifer Energy Systems LLC | 1,090,104 |
| Other non-current receivables | Martifer Energy Systems LLC | 247,125 |
| Current assets | Energia Wiatrowa | 109,501 |
| Disposal group classified as held for sale | 2,623,392 | |
| Current liabilities | Energia Wiatrowa | 6,090 |
| Liabilities related to the disposal group classified as held for sale | 6,090 | |
| Assets net of liabilities related to the disposal group classified as held for sale | 2,617,302 | |
During the first quarter of 2012, the net result of the disposal group classified as held for sale was negative of Euro 2,152.
4. INFORMATION BY BUSINESS SEGMENTS
The Group bases its disclosure of information for primary segments on its internal organisation in terms of management.
The Group is organised in two major business areas: 'Metallic Construction' and 'Solar' that are coordinated and supported by Martifer SGPS. The Metallic Construction business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and navy. In the 'Solar' segment the focus is on the production of PV panels, as well as the turnkey solar parks delivery, promotion, licensing, operation and maintenance of projects.
The 'RE Developer' segment includes the promotion and development of projects of renewable energy, with special emphasis in the wind sector. Amounts related with 'RE Developer' are presented in 'Others' segment, together with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO).
The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the attached financial statements (Note 1).
At 31 March 2012 and 2011, the breakdown of sales and services rendered by primary segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | |||||
|---|---|---|---|---|---|---|
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
| Metallic Construction | 58,155,428 | 71,458,679 | 72,060,787 | 21,752,579 | 21,083,324 | 21,121,499 |
| Solar | 49,113,016 | 35,343,262 | 35,343,262 | 9,179,441 | 9,081,659 | 9,081,659 |
| Others | 3,793,898 | 3,484,967 | 4,088,306 | 3,630,528 | 2,481,265 | 2,489,991 |
| 111,062,342 | 110,286,908 | 111,492,355 | 34,562,548 | 32,646,248 | 32,693,149 |
| TOTAL | |||
|---|---|---|---|
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
| Metallic Construction | 79,908,007 | 92,542,003 | 93,182,286 |
| Solar | 58,292,457 | 44,424,921 | 44,424,921 |
| Others | 7,424,426 | 5,966,232 | 6,578,297 |
| 145,624,890 | 142,933,156 | 144,185,504 | |
| Intersegment eliminations | (33,385,182) | (32,235,431) | (32,282,332) |
| Own work capitalized (Note 6) | (1,177,366) | (410,817) | (410,817) |
| Sales and services rendered to external customers | 111,062,342 | 110,286,908 | 111,492,355 |
The sales and services rendered remained stable in the first quarter, when compared with the same period of previous year. The Metallic Construction business presented a decreased of 18.6 %, in result of the lower activity in Iberia and Eastern Europe, and the abrupt hold ups in some projects in backlog. Stronger markets such as the UK, France and Brazil should gradually compensate for the weak performance in the Iberian market.
/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
The Solar business continued to present a strong growth of 39 %, when compared with the same period from 2011, as a consequence of the strategy implemented, by which Martifer Solar diversified its activity to several geographies.
At 31 March 2012 and 2011, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:
| EBITDA | EBIT | |||||||
|---|---|---|---|---|---|---|---|---|
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |||
| Metallic Construction | 4,061,367 | 3,574,007 | 3,771,286 | 1,897,455 | 1,287,531 | 1,058,840 | ||
| Solar | 4,869,613 | 719,021 | 719,021 | 4,066,055 | 189,036 | 189,036 | ||
| Others | 1,361,255 | 987,449 | 1,557,292 | (611,135) | (297,498) | 348,636 | ||
| 10,292,235 | 5,280,477 | 6,047,599 | 5,352,375 | 1,179,069 | 1,596,512 |
| PROFIT AFTER TAX | |||
|---|---|---|---|
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
| Metallic Construction | (1,941,712) | 472,260 | (206,401) |
| Solar | 1,017,421 | 790,882 | 790,882 |
| Others | (3,630,806) | (198,905) | (256,333) |
| (4,555,097) | 1,064,237 | 328,148 |
Earnings before interest and taxes (EBITDA) reached 10.3 million euro, showing a strong improvement as a consequence of better margins in metallic constructions, impacted by the restructuring plan under way and also, of the improvement of the margins' mix of solar projects and distribution business.
The Group's net assets and liabilities by operating segments at 31 March 2012 and 31 December 2011 are as follows:
| ASSETS | LIABILITIES | |||||
|---|---|---|---|---|---|---|
| 31 MARCH 2012 |
31 DECEMBER 2011 RESTATED |
31 DECEMBER 2011 |
31 MARCH 2012 |
31 DECEMBER 2011 RESTATED |
31 DECEMBER 2011 |
|
| Metallic Construction | 397,367,788 | 402,462,001 | 422,316,180 | 293,556,493 | 309,271,519 | 313,526,187 |
| Solar | 282,324,139 | 316,051,710 | 316,051,710 | 203,554,803 | 238,252,385 | 238,252,385 |
| Others | ||||||
| RE Developer | 218,867,257 | 245,416,809 | 245,416,809 | 81,814,323 | 104,138,288 | 104,138,288 |
| Holding e MIGs | 543,894,953 | 551,616,966 | 551,616,966 | 161,161,787 | 165,041,863 | 165,041,863 |
| Intra-group eliminations | (469,763,207) | (497,568,330) | (497,568,330) | (29,495,959) | (66,442,023) | (66,442,023) |
| 972,690,930 | 1,017,979,156 | 1,037,833,335 | 710,591,447 | 750,262,032 | 754,516,700 |
The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 31 March 2012 and 2011, are as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||||
|---|---|---|---|---|---|---|
| 31 MARCH 2012 |
31 MARCH 2011 RESTATED |
31 MARCH 2011 |
3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
| Metallic Construction | 2,683,634 | 2,172,010 | 2,186,131 | 2,077,663 | 2,161,834 | 2,659,080 |
| Solar | 8,228,346 | 5,989,471 | 5,989,471 | 670,668 | 529,985 | 529,985 |
| Others | 930,673 | 19,016,446 | 19,401,795 | 1,781,307 | 1,592,267 | 1,777,220 |
| 11,842,653 | 27,177,927 | 27,577,397 | 4,529,638 | 4,284,086 | 4,966,285 |
The amount of investment in fixed assets during the first quarter of 2012 was 11.8 million euro, essentially applied to the development of solar projects in the USA and France, by Martifer Solar (8.2 million euro) and to Metallic Construction's maintenance investment (2.7 million euro).
Sales and services rendered by geographical segments are as follows:
| 3M' 2012 | 3M' 2011 RESTATED | 3M' 2011 | |
|---|---|---|---|
| Iberian Peninsula | 32,231,009 | 35,506,651 | 36,531,238 |
| European Union | 42,912,559 | 41,633,763 | 41,633,763 |
| Other markets | 35,918,773 | 33,146,494 | 33,327,354 |
| 111,062,342 | 110,286,908 | 111,492,355 |
5. SALES AND SERVICES RENDERED
At 31 March 2012 and 2011, the breakdown of sales and services rendered is as follows:
| 3M' 2012 | 3M' 2011 RESTATED | 3M' 2011 | |
|---|---|---|---|
| Revenue from the sale of merchandise | 22,929,767 | 15,580,236 | 15,580,236 |
| Revenue from the sale of goods | 25,755,679 | 55,684,147 | 56,889,594 |
| Services rendered | 62,376,896 | 39,022,525 | 39,022,525 |
| 111,062,342 | 110,286,908 | 111,492,355 |
6. OTHER INCOME
At 31 March 2012 and 2011, the breakdown of the caption 'Other income' is as follows:
| 3M' 2012 | 3M' 2011 RESTATED | 3M' 2011 | |
|---|---|---|---|
| Change in production | (4,342) | 4,091,339 | 3,966,129 |
| Own work capitalized | 1,177,366 | 410,817 | 410,817 |
| 1,173,024 | 4,502,156 | 4,376,946 |
The increase in 'Own work capitalized', during the first quarter of 2012, is mainly connected with the construction of solar parks in the United States of America, in the Solar segment.
7. COST OF GOODS SOLD AND SUBCONTRACTORS
At 31 March 2012 and 2011 the cost of goods sold and subcontractors is as follows:
| 31 MARCH 2011 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 6,478,958 | 32,555,678 | 39,034,637 |
| Purchases | 6,410,793 | 46,029,332 | 52,440,125 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
3,674,756 | (13,910,288) | (10,235,533) |
| Closing balance of the continued operations | 13,337,461 | 18,589,938 | 31,927,399 |
| 3,227,046 | 46,084,784 | 49,311,830 | |
| Subcontractors | 23,255,988 | ||
| 31 MARCH 2011 RESTATED | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 6,478,958 | 32,555,678 | 39,034,637 |
| Change in the consolidation method applicable to joint arrangements | (6,043,693) | (369,737) | (6,413,430) |
| Purchases | 6,476,599 | 45,542,756 | 52,019,355 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
3,674,756 | (13,910,288) | (10,235,533) |
| Closing balance of the continued operations | 7,354,682 | 18,037,831 | 25,392,513 |
| 3,231,938 | 45,780,578 | 49,012,516 | |
| Subcontractors | 23,255,988 |
| 31 MARCH 2012 | MERCHANDISE | RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES |
TOTAL |
|---|---|---|---|
| Opening balance of the continued operations | 7,959,678 | 14,706,812 | 22,666,490 |
| Purchases | 4,830,703 | 44,028,554 | 48,859,257 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others |
907,562 | 430,802 | 1,338,364 |
| Closing balance of the continued operations | 8,827,302 | 14,806,702 | 23,634,004 |
| 4,870,641 | 44,359,466 | 49,230,107 | |
| Subcontractors | 22,159,227 |
8. EXTERNAL SUPPLIES AND SERVICES
At 31 March 2012 and 2011 the external supplies and services are as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Specialized works | 5,809,260 | 6,083,522 | 6,228,394 |
| Leases and rents | 3,104,200 | 3,361,422 | 3,393,128 |
| Transportation of goods | 2,770,662 | 3,373,622 | 3,382,253 |
| Travelling expenses | 1,224,267 | 1,224,864 | 1,241,132 |
| Insurance | 1,072,151 | 1,042,100 | 1,065,860 |
| Electricity and Fuel | 996,097 | 1,407,330 | 1,421,591 |
| Legal and notarial fees | 576,577 | 887,129 | 890,304 |
| Commissions | 462,164 | 501,534 | 501,702 |
| Communications | 446,844 | 354,687 | 365,825 |
| Maintenance and repairs | 410,189 | 737,102 | 744,426 |
| Security | 401,914 | 556,578 | 568,472 |
| Advertising | 274,179 | 175,922 | 175,966 |
| Tools and devices | 256,151 | 407,573 | 470,869 |
| Cleaning, health and safety | 156,980 | 200,787 | 203,000 |
| Service Fees | 102,631 | 185,055 | 219,462 |
| Other supplies and services | 1,045,088 | 2,028,734 | 2,114,051 |
| Intra-group eliminations | (1,755,023) | (3,618,769) | (3,688,377) |
| 17,354,331 | 18,909,192 | 19,298,058 |
9. STAFF COSTS
At 31 March 2012 and 2011, staff costs are as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Salaries | 16,244,556 | 14,738,885 | 14,867,012 |
| Social contributions: | |||
| Pensions and other benefits | 3,261,573 | 2,831,687 | 2,852,153 |
| Other staff costs | 1,275,703 | 1,196,289 | 1,210,634 |
| 20,781,832 | 18,766,861 | 18,929,799 |
The caption 'Pensions and other benefits' include mainly the social security contributions. At 31 March 2012 and 2011, the caption 'Other staff costs' includes, essentially, the food and health subsidies, insurance costs and dismissal compensation.
10. OTHER OPERATIONAL GAINS AND LOSSES
At 31 March 2012 and 2011, the caption 'Other operational gains and losses' is as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Taxes | (194,822) | (30,284) | 3,498 |
| Impairment losses and reversals of impairment losses: | |||
| - Trade debtors | 316,642 | (24,753) | (17,839) |
| - Other impairment losses | 54,238 | - | 125,297 |
| Supplementary income | 327,011 | 454,718 | 541,248 |
| Capital Gains/ (Losses) in non-financial assets | 60,531 | 53,812 | 274,987 |
| Operating subsidies | 189,563 | 53,036 | 53,036 |
| Investment subsidies | 39,384 | 31,689 | 31,689 |
| Other operational gains/ losses | 6,789,819 | (102,248) | (37,943) |
| 7,582,366 | 435,970 | 973,973 |
In the first quarter ended at 31 March 2012, this caption includes the effect of the capitalization of development costs of wind farms, in 'RE Developer segment', essentially in the wind farm Babadag in Romania, recognized in the caption 'Other operational gains/losses'.
11. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the 1st quarter of 2012 and 2011 were as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Tangible assets impairment | - | (579,592) | (568,564) |
| - | (579,592) | (568,564) | |
| Provisions arising from the use of the equity method | - | 343,548 | - |
| Other provisions | 410,222 | 53,366 | 53,366 |
| 410,222 | 396,914 | 53,366 |
The amount recorded in 'Provisions arising from the use of the equity method', in the restated period ended at 31 March 2011, refers to the change in the consolidation method of joint arrangements (from proportionate method to equity method) made in 2011, that was not yet reflected in the 1st quarter 2011 reported figures.
12. NET FINANCIAL RESULTS
The net financial results for the years ended at 31 March 2012 and 2011 can be analysed as follows:
| FINANCIAL INCOME | 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 |
|---|---|---|---|
| Loans and accounts receivable (including bank deposits) | |||
| Interest income | 1,523,627 | 742,521 | 605,026 |
| Available for sale financial assets | |||
| Gains on the sale of financial assets | - | 6,324,928 | 5,912,874 |
| Other financial income related to other financial assets | |||
| Foreign exchange gains | 4,944,951 | 4,232,359 | 4,235,284 |
| Other financial income | 24,369 | 68,079 | 68,141 |
| 6,492,947 | 11,367,887 | 10,821,325 |
| FINANCIAL EXPENSES | 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 |
|---|---|---|---|
| Loans and accounts payable | |||
| Interest expenses in bank loans and in finance leases | 6,313,779 | 4,713,331 | 4,944,042 |
| of which included in the acquisition cost of assets in progress | (13,460) | (155,606) | (155,606) |
| Other financial expenses related to other financial liabilities | |||
| Foreign exchange losses | 5,425,032 | 5,306,316 | 5,308,173 |
| Other financial expenses | 2,564,301 | 2,265,047 | 2,277,025 |
| 14,289,652 | 12,129,088 | 12,373,634 |
The caption 'Gains on the sale of financial assets' available for sale, in 31 March 2011, referred mainly to the capital gains obtained with the sale of 50 % of REpower Portugal to REpower Systems AG and to the sale of Home Energy to EDP Serviços.
The captions 'Foreign exchange gains / (losses)' are related with exchange variations registered in foreign subsidiaries, particularly in Poland, Brazil and Angola.
13. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS
At 31 March 2012 and 2011, the gains and losses on associate companies and joint-ventures are as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Prio Energy Group | 807,131 | 956,500 | 956,500 |
| Nutre Group (formerly named Prio Foods) | (782,825) | (111,156) | (111,156) |
| Martifer – Hirschfeld Energy Systems LLC | - | (353,344) | - |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | 101,945 | 242,911 | - |
| Gebox, S.A. | - | 233,615 | - |
| SPEE 3 – Parque Eólico do Baião, S.A. | 61,918 | 137,438 | - |
| Parque Solar Seseña I, S.L. | (73,348) | - | - |
| Promoquatro – Investimentos Imobiliários, Lda. | (399,978) | 22,603 | - |
| MS – Participações Societárias, S.A. | (71,276) | - | - |
| Others | (53,857) | 24,073 | - |
| (410,291) | 1,152,638 | 845,344 |
In 2011, the Group proceeded to the change of consolidation method applicable to financial interests in joint arrangements (from proportionate method to equity method). This change was not yet reflected in the 1st quarter 2011 reported figures.
14. INCOME TAXES
The reconciliation between current tax and income tax is summarized as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Current tax | 2,203,661 | 577,718 | 703,190 |
| Deferred tax - generated by temporary differences | (517,097) | 382,758 | 382,758 |
| Deferred tax - reversal of temporary differences | 457,377 | (65,885) | (142,383) |
| Effect of changes in the income tax rate | (10,355) | - | - |
| Deferred tax - tax losses recognition | (433,109) | (388,321) | (382,166) |
| Deferred tax | (503,185) | (71,449) | (141,791) |
| Income tax | 1,700,476 | 506,269 | 561,399 |
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 if these stock options, independently of being or not exercisable, are diluted, which happened when the exercise price of the opting is lower than the average market price of the shares.
Once the average market price of Martifer' s shares, in the period between 1 January 2012 and 31 March 2012, was Euro 1.04, lower than the exercise price of the stock options (Euro 3.84), these stock options are non-diluted because, if the options were exercised, the number of shares outstanding would be reduced.
Therefore, at 31 March 2012 there were no differences between the basic earnings per share and the diluted earnings per share calculation.
The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of Euro 50,000,000.
The weighted average number of shares outstanding is deducted of 1,932,135 treasury stocks acquired by Martifer SGPS, between 2010 and 31 March 2012, corresponding to 2,150,470 shares.
At 31 March 2012 and 2011, the basic and diluted earnings per share can be summarised as follows:
| 3M' 2012 | 3M' 2011 RESTATED |
3M' 2011 | |
|---|---|---|---|
| Profit for the year (I) | (4,698,549) | 1,117,509 | 381,420 |
| Weighted average number of shares outstanding (II) | 98,067,865 | 99,255,308 | 99,255,308 |
| Basic and diluted earnings per share (I) / (II) | (0.0479) | 0.0113 | 0.0038 |
| from continuing operations | (0.0479) | 0.0113 | 0.0038 |
| from disposal group classified as held for sale | - | - | - |
16. GOODWILL
At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Goodwill' is as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Cost | ||
| Opening balance | 18,926,458 | 43,073,211 |
| Acquisition of subsidiaries | - | 793,190 |
| Sale of subsidiaries | - | (278,659) |
| Effect of foreign currency exchange differences | 117,625 | 175,276 |
| Write-off of goodwill fully impaired | (790,190) | (24,836,560) |
| Closing balance | 18,253,893 | 18,926,458 |
| Accumulated impairment losses | ||
| Opening balance | 790,190 | 24,836,559 |
| Impairment losses recognized in the year | - | 790,190 |
| Write-off of goodwill fully impaired | (790,190) | (24,836,560) |
| Closing balance | - | 790,190 |
| Carrying amount at the beginning of the period | 18,136,269 | 18,236,652 |
| Carrying amount at the end of the period | 18,253,893 | 18,136,269 |
At 31 March 2012 and 31 December 2011, the breakdown of 'Goodwill' is as follow:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |||
|---|---|---|---|---|
| COST | ACCUMULATED IMPAIRMENT LOSSES |
CARRYING AMOUNT |
CARRYING AMOUNT |
|
| Martifer Construções | 5,448,792 | - | 5,448,792 | 5,448,792 |
| Sassall Glass & Joinery | 5,107,793 | - | 5,107,793 | 4,994,727 |
| Martifer Metallic Constructions | 3,898,809 | - | 3,898,809 | 3,898,809 |
| Navalria | 1,618,675 | - | 1,618,675 | 1,618,675 |
| Martifer Solar | 1,493,776 | - | 1,493,776 | 1,493,776 |
| Martifer Solar USA | 383,634 | - | 383,634 | 383,467 |
| Sassall Aluminium | 198,433 | - | 198,433 | 194,040 |
| Martifer Solar Hellas | 72,205 | - | 72,205 | 72,205 |
| Porthold | 14,379 | - | 14,379 | 14,379 |
| MGI | 8,373 | - | 8,373 | 8,373 |
| Martifer GmbH | 6,026 | - | 6,026 | 6,026 |
| M Prime Gmbh | 3,000 | - | 3,000 | 3,000 |
| 18,253,893 | - | 18,253,893 | 18,136,269 |
17. INTANGIBLE ASSETS
This caption is analysed as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Cost | ||
| Software and other rights | 30,330,640 | 30,057,374 |
| Intangible assets in progress | 20,606,680 | 17,841,232 |
| Advances for the acquisition of intangible assets | 734,712 | 687,015 |
| 51,672,032 | 48,585,621 | |
| Accumulated depreciation and impairment losses | ||
| Software and other rights | 9,159,395 | 8,584,677 |
| Intangible assets in progress | - | - |
| Advances for the acquisition of intangible assets | - | - |
| 9,159,395 | 8,584,677 | |
| Carrying amount | 42,512,637 | 40,000,945 |
At 31 March 2012 and 2011, the gross amount of 'Intangible assets' can be analysed as follows:
| 31 MARCH 2011 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2011 | 16,624,051 | 12,493,653 | 5,874,994 | 34,992,699 |
| Additions | 333,231 | 3,475,703 | - | 3,808,933 |
| Effect of foreign currency exchange differences | (271,498) | (60,587) | - | (332,085) |
| Changes in the consolidation perimeter | 30,882 | (9,016,638) | (101,972) | (9,087,729) |
| Transfers and other movements | 179,627 | - | - | 179,627 |
| Closing balance at 31 March 2011 | 16,896,293 | 6,892,131 | 5,773,022 | 29,561,445 |
| 31 MARCH 2011 RESTATED | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2011 | 16,624,051 | 12,493,653 | 5,874,994 | 34,992,699 |
| Change in the consolidation method applicable to joint arrangements |
(98,351) | (410,867) | (5,773,022) | (6,282,240) |
| Additions | 333,231 | 3,443,296 | - | 3,776,527 |
| Effect of foreign currency exchange differences | (271,498) | (60,587) | - | (332,085) |
| Changes in the consolidation perimeter | 30,882 | (9,016,638) | (101,972) | (9,087,729) |
| Transfers and other movements | 179,627 | - | - | 179,627 |
| Closing balance at 31 March 2011 restated | 16,797,941 | 6,448,857 | - | 23,246,798 |
| 31 MARCH 2012 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2012 | 30,057,374 | 17,841,233 | 687,015 | 48,585,622 |
| Additions | 397,893 | 3,331,682 | 480,659 | 4,210,234 |
| Sales, disposals and write-offs | - | - | (411,512) | (411,512) |
| Effect of foreign currency exchange differences | (72,385) | (351,660) | (21,450) | (445,495) |
| Changes in the consolidation perimeter | 24,908 | - | - | 24,908 |
| Transfers and other movements | (77,150) | (214,575) | - | (291,725) |
| Closing balance at 31 March 2012 | 30,330,640 | 20,606,680 | 734,712 | 51,672,032 |
The change in capital expenditure in the first quarter of 2012, compared with the same period of 2011, relates essentially with the development of Silverado project, in the United States of America (Euro 3.7 million), in the Solar segment.
At 31 March 2012 and 2011, the accumulated amortization and impairment losses of 'Intangible assets' can be analysed as follows:
| 31 MARCH 2011 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2011 | 6,334,328 | - | - | 6,334,328 |
| Additions | 555,832 | - | - | 555,832 |
| Effect of foreign currency exchange differences | (3,703) | - | - | (3,703) |
| Changes in the consolidation perimeter | (2,302) | - | - | (2,302) |
| Transfers and other movements | (57) | - | - | (57) |
| Closing balance at 31 March 2011 | 6,884,097 | - | - | 6,884,097 |
/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /
1Q2012 REPORT PAGE 55
| 31 MARCH 2011 RESTATED | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2011 | 6,334,328 | - | - | 6,334,328 |
| Change in the consolidation method applicable to joint arrangements |
(95,775) | - | - | (95,775) |
| Additions | 553,080 | - | - | 553,080 |
| Effect of foreign currency exchange differences | (3,703) | - | - | (3,703) |
| Changes in the consolidation perimeter | (2,302) | - | - | (2,302) |
| Transfers and other movements | 118 | - | - | 118 |
| Closing balance at 31 March 2011 restated | 6,785,746 | - | - | 6,785,746 |
| 31 MARCH 2012 | SOFTWARE AND OTHER RIGHTS |
INTANGIBLE ASSETS IN PROGRESS |
ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|
| Opening balance at 1 January 2012 | 8,584,677 | - | - | 8,584,677 |
| Additions | 574,118 | - | - | 574,118 |
| Effect of foreign currency exchange differences | (2,708) | - | - | (2,708) |
| Changes in the consolidation perimeter | 5,032 | - | - | 5,032 |
| Transfers and other movements | (1,724) | - | - | (1,724) |
| Closing balance at 31 March 2012 | 9,159,395 | - | - | 9,159,395 |
Carrying amount
| 31 MARCH 2011 | 10,012,195 | 6,892,131 | 5,773,022 | 22,677,348 |
|---|---|---|---|---|
| 31 MARCH 2011 RESTATED | 10,012,195 | 6,448,857 | - | 16,461,053 |
| 31 MARCH 2012 | 21,171,245 | 20,606,680 | 734,712 | 42,512,637 |
18. TANGIBLE ASSETS
This caption is analysed as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 RESTATED |
31 DECEMBER 2011 |
|
|---|---|---|---|
| Cost | |||
| Land and buildings | 103,048,608 | 96,012,886 | 129,908,354 |
| Equipments | 112,593,669 | 109,258,139 | 109,719,941 |
| Tangible assets in progress | 84,428,141 | 91,880,915 | 91,880,914 |
| Other tangible assets | 64,097,077 | 62,919,114 | 62,919,117 |
| 364,167,495 | 360,071,054 | 394,428,326 | |
| Accumulated depreciation and impairment losses | |||
| Land and buildings | 16,581,320 | 15,826,402 | 30,329,493 |
| Equipments | 51,718,111 | 49,806,980 | 49,806,980 |
| Other tangible assets | 10,150,329 | 9,352,703 | 9,352,706 |
| 78,449,760 | 74,986,085 | 89,489,179 | |
| Carrying amount | 285,717,735 | 285,084,969 | 304,939,148 |
At 31 March 2012 and 2011, the gross amount of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 31 MARCH 2011 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2011 | 140,190,155 | 109,916,789 | 98,459,577 | 100,874,894 | 449,441,415 |
| Additions | 2,813,921 | 474,805 | 20,175,824 | 303,913 | 23,768,463 |
| Sales, disposals and write-offs | (4,678) | (1,069,172) | - | - | (1,073,850) |
| Effect of foreign currency exchange differences | (890,297) | (1,362,501) | 1,383,551 | (331,760) | (1,201,008) |
| Changes in the consolidation perimeter | (4,161,831) | (1,094,564) | - | - | (5,256,394) |
| Impairment losses | - | - | 568,564 | - | 568,564 |
| Transfers and other movements | (563,550) | 563,550 | 322,414 | 27,846 | 350,261 |
| Closing balance at 31 March 2011 | 137,383,720 | 107,428,908 | 120,909,929 | 100,874,894 | 466,597,451 |
| 31 MARCH 2011 RESTATED | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2011 | 140,190,155 | 109,916,789 | 98,459,577 | 100,874,894 | 449,441,415 |
| Change in the measurement policy of lands and buildings held for use |
(33,420,401) | - | (461,803) | - | (33,882,203) |
| Change in the consolidation method applicable to joint arrangements |
(13,003,743) | (6,631,508) | (3,539,919) | (13,911,595) | (37,086,765) |
| Additions | 2,813,921 | 454,905 | 19,828,661 | 303,913 | 23,401,400 |
| Sales, disposals and write-offs | (4,678) | (144,342) | (216,782) | - | (365,802) |
| Effect of foreign currency exchange differences | (492,524) | (1,143,967) | 1,383,770 | (331,760) | (584,481) |
| Transfers and other movements | (563,550) | 563,550 | 355,379 | (355,379) | - |
| Closing balance at 31 March 2011 restated | 95,519,181 | 103,015,427 | 115,808,883 | 86,580,073 | 400,923,564 |
| 31 MARCH 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2012 | 96,012,887 | 109,258,138 | 91,880,914 | 62,919,117 | 360,071,056 |
| Reclassification for disposal group classified as held for sale |
(134,760) | - | (1,041,904) | - | (1,176,664) |
| Additions | 26,911 | 897,523 | 6,687,090 | 20,895 | 7,632,419 |
| Sales, disposals and write-offs | - | (405,290) | - | (3,803) | (409,093) |
| Effect of foreign currency exchange differences | 588,014 | (173,986) | (311,018) | 26,880 | 129,890 |
| Transfers and other movements | 6,555,555 | 3,017,284 | (12,786,941) | 1,133,989 | (2,080,113) |
| Closing balance at 31 March 2012 | 103,048,608 | 112,593,669 | 84,428,141 | 64,097,078 | 364,167,495 |
The capital expenditure, in the first quarter of 2012, relates, essentially, to the development of solar projects in France and United States of America, by Martifer Solar (Euro 2.8 million and Euro 0.9 million respectively), and by the conclusion of the construction of the metallic construction facility located in São Paulo, Brazil (Euro 1.9 million). During the first quarter of 2011 the strong capital expenditure was justified by the construction of RE Developer's wind farm Bukowsko in Poland (Euro 18.6 million).
At 31 March 2012 and 2011, the accumulated depreciation and impairment losses of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:
| 31 MARCH 2011 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2011 | 27,582,922 | 46,224,782 | - | 8,788,447 | 82,596,151 |
| Additions | 1,168,680 | 1,964,469 | - | 1,277,303 | 4,410,452 |
| Sales, disposals and write-offs | (626) | (524,415) | - | - | (525,041) |
| Effect of foreign currency exchange differences | (56,473) | (59,142) | - | (31,557) | (147,171) |
| Changes in the consolidation perimeter | (374,806) | (134,989) | - | - | (509,795) |
| Transfers and other movements | (10,480) | 11,647 | - | (47,510) | (46,343) |
| Closing balance at 31 March 2011 | 28,309,217 | 47,482,352 | - | 9,986,683 | 85,778,253 |
| 31 MARCH 2011 RESTATED | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2011 | 27,582,922 | 46,224,782 | - | 8,788,447 | 82,596,151 |
| Change in the measurement policy of lands and buildings held for use |
(13,312,196) | - | - | - | (13,312,196) |
| Change in the consolidation method applicable to joint arrangements |
(823,404) | (740,617) | - | (1,122,006) | (2,686,027) |
| Additions | 761,190 | 1,871,346 | - | 1,098,470 | 3,731,006 |
| Sales, disposals and write-offs | (626) | (111,798) | - | - | (112,424) |
| Effect of foreign currency exchange differences | (47,588) | (195,643) | - | (31,557) | (274,788) |
| Transfers and other movements | (10,480) | 11,647 | - | - | 1,167 |
| Closing balance at 31 March 2011 restated | 14,149,818 | 47,059,717 | - | 8,733,354 | 69,942,889 |
| 31 MARCH 2012 | LAND AND BUILDINGS |
EQUIPMENTS | TANGIBLE ASSETS IN PROGRESS |
OTHER TANGIBLE ASSETS |
TOTAL |
|---|---|---|---|---|---|
| Opening balance at 1 January 2012 | 15,826,402 | 49,806,980 | - | 9,352,706 | 74,986,088 |
| Additions | 885,672 | 2,281,500 | - | 788,347 | 3,955,519 |
| Sales, disposals and write-offs | - | (277,331) | - | (3,803) | (281,134) |
| Effect of foreign currency exchange differences | 95,201 | 156,499 | - | 6,141 | 257,841 |
| Changes in the consolidation perimeter | (241,409) | (227,803) | - | (594) | (469,806) |
| Transfers and other movements | 15,455 | (21,733) | - | 7,531 | 1,253 |
| Closing balance at 31 March 2012 | 16,581,321 | 51,718,112 | - | 10,150,328 | 78,449,761 |
| Carrying amount | |||||
|---|---|---|---|---|---|
| 31 MARCH 2011 | 109,074,502 | 59,946,556 | 120,909,929 | 90,888,210 | 380,819,198 |
| 31 MARCH 2011 RESTATED | 81.369.363 | 55.955.710 | 115.808.883 | 77.846.719 | 330.980.675 |
| 31 MARCH 2012 | 86,467,287 | 60,875,557 | 84,428,141 | 53,946,750 | 285,717,735 |
From 1st January 2012, land and buildings are recorded at their cost as mentioned in note 1, above.
19. INVESTMENT PROPERTIES
At 31 March 2012, the caption 'Investment property' relates to the following investment properties held by Martifer Group: Benavente Shopping Centre, Warehouses in Albergaria-a-velha (Portugal) and Aricesti land (Romania), both held by the Martifer Group to earn rental income and the real estate project of Szczecin (Poland), held for capital appreciation.
These assets are carried at their fair market value, according to an independent appraisal made by specialized entities, according to international practices (RICS Red Book). Martifer Group will perform regular revaluations of these properties, and gains and losses arising from changes in the fair value will be charged to profit or loss in the period in which they arise.
At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Investment properties' is as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 |
|---|---|
| Opening balance 17,274,846 |
14,981,893 |
| Transfers - |
1,891,036 |
| Changes in fair value - |
835,252 |
| Effect of foreign currency exchange differences 301,321 |
(433,334) |
| 17,576,168 | 17,274,846 |
20. FINANCIAL ASSETS UNDER THE EQUITY METHOD
At 31 March 2012 and 31 December 2011, financial assets under the equity method are as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Prio Energy | 10,340,760 | 9,568,760 |
| Macquarie | 1,574,579 | 1,504,455 |
| Martifer – Hirschfeld Energy Systems LLC | - | 1,445,591 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, SA | 871,945 | 771,854 |
| MS Participações Societárias, SA | 446,680 | 718,373 |
| Promoquatro - Investimentos Imobiliários, Lda | - | 567,188 |
| SPEE 3 - Parque eólico de Baião, SA | 355,020 | 291,607 |
| Others | 12,358 | - |
| 13,601,342 | 14,867,827 |
At 31 March 2012 and 31 December 2011, the movement occurred in this caption is as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Opening balance | 14,867,827 | 30,021,125 |
| Application of the equity method | 281,985 | (571,881) |
| Increase in share capital | - | 399,567 |
| Sales | - | (10,494,837) |
| Reclassification for disposal group classified as held for sale | (1,445,591) | - |
| Changes resulting from the loss of control in subsidiaries | ||
| MS Participações Societárias | - | 1,372,159 |
| Impairment losses | - | (6,106,747) |
| Effect of foreign currency exchange differences | (7,973) | 347,392 |
| Other changes | (94,906) | (99,352) |
| Closing balance | 13,601,342 | 14,867,827 |
The change of this caption is mainly justified by the reclassification of the financial investment in Martifer-Hirschfeld Energy Systems LLC to 'disposal group held for sale', as mentioned in Note 3 above. The difference showed in the amount presented on the table above, when compared with the amount that was reclassified, presented in Note 3, refers to exchange rate differences that arose from the translation to the presentation currency.
21. AVAILABLE FOR SALE INVESTMENTS
At 31 March 2012 and 31 December 2011, available for sale investments are as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Non-current financial investment | 3,968,046 | 1,739,039 |
| Others | 438,165 | 439,982 |
| 4,406,211 | 2,179,021 |
At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Available for sale investments' is as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Opening balance | 2,179,021 | 20,138,045 |
| Additions | 2,198,740 | 1,306 |
| Sales | - | (20,000,000) |
| Changes in fair value | - | (2,047) |
| Other changes | 28,450 | 2,041,717 |
| 4,406,211 | 2,179,021 |
22. INVENTORIES
At 31 March 2012 and 31 December 2011, inventories are as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Raw-materials, subsidiaries and other consumables | 14,636,108 | 14,492,572 |
| Work in progress | 5,971,002 | 6,279,712 |
| Merchandise | 8,827,302 | 7,959,678 |
| Finished goods | 3,422,285 | 2,420,934 |
| 32,856,697 | 31,152,896 |
23. OTHER FINANCIAL ASSETS
At 31 March 2012 and 31 December 2011, financial assets, other than those described in Notes 20 and 21 above, are the followings.
The detail of the caption 'trade and other receivables', for the periods ended at 31 March 2012 and 31 December 2011 is as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2012 | 31 DECEMBER 2011 | 31 MARCH 2012 | 31 DECEMBER 2011 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 35,125,803 | 34,868,752 | 138,945,933 | 173,654,448 |
| Notes receivables | 140,481 | - | 16,747,321 | 17,453,139 |
| Doubtful trade receivables | - | - | 10,913,482 | 10,776,302 |
| Total 'trade receivables' | 35,266,284 | 34,868,752 | 166,606,736 | 201,883,889 |
| Other receivables: | ||||
| Related companies | 101,497,903 | 95,520,254 | 12,680,867 | 13,470,752 |
| Advances to suppliers | 49,148 | 89,247 | 11,600,163 | 9,540,641 |
| Others | 5,398,450 | 5,208,083 | 19,570,347 | 22,856,433 |
| Total 'other receivables' | 106,945,202 | 100,817,584 | 43,851,377 | 45,867,826 |
| TOTAL | 142,211,785 | 135,686,336 | 210,458,113 | 247,751,715 |
The caption of non-current 'Trade receivables' refers mainly to an amount to receive from an associate company, in the 'Solar' segment, which will be regularized as soon as this company obtains revenues from the sale of energy. This receivable amount bears interests at the market rate.
At 31 March 2012 and 31 December 2011, impairment losses in accounts receivables are as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2012 | 31 DECEMBER 2011 | 31 MARCH 2012 | 31 DECEMBER 2011 | |
| Accumulated impairment losses: | ||||
| Doubtful trade receivables | - | - | 10,657,496 | 10,776,302 |
| Other receivables | 119,214 | 111,036 | 2,790,759 | 2,801,698 |
| 119,214 | 111,036 | 13,448,255 | 13,578,000 | |
| Carrying amount – trade receivables | 35.266.284 | 34,868,752 | 155,949,240 | 191,107,587 |
| Carrying amount - other receivables | 106.826.288 | 100,706,548 | 41,060,618 | 43,066,127 |
24. INCOME TAX AND CURRENT TAX ASSETS
At 31 March 2012 and 31 December 2011, current tax assets are as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Income tax | 2,524,284 | 2,366,787 |
| Value added tax | 13,686,430 | 17,661,598 |
| Tax in other countries | 2,588,895 | 1,549,516 |
| Other taxes | 5,397,351 | 459,723 |
| Current tax assets | 21,672,676 | 19,670,837 |
1Q2012 REPORT PAGE 61
25. OTHER CURRENT ASSETS
At 31 March 2012 and 31 December 2011, the breakdown of the caption 'Other current assets' is as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Accrued income | ||
| Production not invoiced (construction contracts) | 127,697,904 | 119,390,752 |
| Interest to be received | 449,213 | 164,393 |
| Other accrued income | 17,270,520 | 4,139,138 |
| 145,417,637 | 123,694,283 | |
| Prepayments | ||
| Insurances | 1,687,775 | 1,573,546 |
| Financial expenses | 254,027 | 285,218 |
| Rents | 979,185 | 1,068,010 |
| Other prepayments | 2,150,784 | 1,497,242 |
| 5,071,771 | 4,424,016 | |
| 150,489,408 | 128,118,298 |
26. CASH AND CASH EQUIVALENTS
The 'Cash and cash equivalents' caption can be analysed as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Cash and cash equivalents: | ||
| Bank deposits | 29,544,427 | 77,679,280 |
| Cash | 235,777 | 207,203 |
| 29,780,204 | 77,886,483 |
'Cash and cash equivalents' includes cash on hand and in banks, maturing in no less than 3 months, which are subject to insignificant risk of change in value. At 31 March 2012 and 31 December 2011, no restrictions exist to the usage of the amounts recorded in the caption 'Cash and cash equivalents'.
27. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS
Share capital
Martifer SGPS, SA share capital, fully subscribed and paid at 31 March 2012, amounts to Euro 50,000,000 and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share. During the first quarter of 2012 and 2011, no movements occurred in the number of shares of the Group.
During the first quarter of 2012, Martifer SGPS, S.A. acquired on stock exchange 402,819 treasury shares (2011: 1,187,410 treasury shares were acquired). After these acquisitions, the Group held 2,150,470 treasury shares, corresponding to 2.15 % of its capital.
At 31 March 2012, the share capital of Martifer SGPS, S.A. was held in 42.67 % by I'M SGPS, S.A., in 37.5 % by Mota-Engil SGPS, S.A and 2.15 % are treasury shares. The remaining 17.68 % represents free-float listed in Euronext Lisbon.
Non-controlling interests
Movements in the non-controlling interests are as follows:
| 31 MARCH 2012 | 31 MARCH 2011 RESTATED |
31 MARCH 2011 | |
|---|---|---|---|
| Opening balance | 31,783,623 | 30,988,178 | 30,988,178 |
| Net profit of the year | 141,300 | (53,272) | (53,272) |
| Other changes in equity of subsidiaries | 302,904 | (424,469) | (424,469) |
| Increase in the share capital of subsidiaries | - | 1,381,299 | 1,381,299 |
| Changes in the consolidation perimeter | - | 2,046,256 | 2,046,256 |
| Transactions with non-controlling interests | (191,126) | 4,512 | 4,512 |
| Other | 78,518 | 676,581 | 69,738 |
| 32,115,219 | 34,619,085 | 34,012,242 |
The closing balance refers mainly to the non-controlling interests of Martifer Solar, Martifer Renováveis – Geração de Energia e Participações S.A., Martifer Solar Itália, Martifer Solar França, Rosa dos Ventos Geração e Comercialização de Energia, S.A. e Martifer Construções Angola.
28. BORROWINGS
At 31 March 2012 and 31 December 2011, borrowings can be analysed as follows:
| 31 DECEMBER 2011 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 66,385,760 | 44,786,192 | 45,542,572 | 29,218,523 | 185,933,047 |
| Bank overdrafts | 22,174,582 | 1,000,000 | 775,664 | - | 23,950,246 |
| Authorized overdrafts | 63,513,930 | - | - | - | 63,513,930 |
| Other borrowings: | |||||
| Commercial paper | 11,700,000 | 61,825,000 | 23,325,000 | - | 96,850,000 |
| Other borrowings | 3,434,736 | 531,770 | 4,576,174 | 3,859,665 | 12,402,345 |
| 167,209,008 | 108,142,962 | 74,219,410 | 33,078,188 | 382,649,568 |
| 31 MARCH 2012 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 91,959,820 | 39,002,521 | 32,215,033 | 13,776,188 | 176,953,562 |
| Bank overdrafts | 23,368,887 | - | - | - | 23,368,887 |
| Authorized overdrafts | 64,452,710 | - | - | - | 64,452,710 |
| Other borrowings: | |||||
| Commercial paper | 61,700,000 | 11,825,000 | 23,025,000 | - | 96,550,000 |
| Other borrowings | 4,651,525 | 921,825 | 3,826,579 | 3,858,703 | 13,258,632 |
| 246,132,942 | 51,749,346 | 59,066,612 | 17,634,891 | 374,583,791 |
At 31 March 2012, the Group's net debt amounts Euro 368,903,442. We call your attention to the fact that the net debt calculation, includes, besides the borrowings mentioned above, the 'finance leases' (Euro 23,561,262), 'derivatives' (Euro 538,593) and 'cash and cash equivalents' (Euro 29,780,204).
29. TRADE PAYABLES AND OTHER PAYABLES
At 31 March 2012 and 31 December 2011, trade payables and other payables can be analysed as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 31 MARCH 2012 | 31 DECEMBER 2011 | 31 MARCH 2012 | 31 DECEMBER 2011 | |
| Trade payables | 12,449,905 | 10,747,650 | 172,646,411 | 202,293,996 |
| Other payables: | ||||
| Fixed assets suppliers | - | - | 1,180,072 | 965,889 |
| Related companies and other shareholders | 6,808,839 | 6,457,200 | 1,856,153 | 2,070,540 |
| Advanced payments received from customers | - | - | 11,892,728 | 14,171,560 |
| Other creditors | 458,723 | 253,774 | 22,355,002 | 21,073,731 |
| Other payables | 7,267,562 | 6,710,974 | 37,283,955 | 38,281,720 |
| Total Trade Payables and Other Payables | 19,717,467 | 17,458,624 | 209,930,366 | 240,575,716 |
The balance of non-current 'Trade payables' is related, mainly, with retentions in works performed by external parties, which will be released after the period of guarantee.
At 31 March 2012 and 31 December 2011, the non-current balances due to related companies and other shareholders refer to loans obtained from companies consolidated by the proportionate method, which bear interest at Euribor 3M increased by a 4 % spread.
30. PROVISIONS
The information related with 'Provisions' as of 31 March 2012 and 31 December 2011 can be detailed as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Quality guarantees | 3,289,038 | 3,166,533 |
| Legal claims in progress | 225,749 | 225,203 |
| Provisions arising from the use of the equity method | 4,088,040 | 3,880,288 |
| Others | 6,075,856 | 6,111,741 |
| 13,678,683 | 13,383,765 |
The change in the Provisions, compared with 31 December 2011, is as follows:
| OPENING BALANCE |
ADDITIONS NOTE 11 |
APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|
| Quality guarantees | 3,166,534 | 124,933 | - | (2,428) | 3.289.039 |
| Legal claims in progress | 225,204 | - | - | 545 | 225.749 |
| Provisions arising from the use of the equity method |
3,880,288 | 277,331 | (72,361) | 2,783 | 4.088.041 |
| Others | 6,111,739 | 7,958 | - | (43,843) | 6.075.854 |
| 13,383,765 | 410,222 | (72,361) | (42,943) | 13.678.683 |
31. INCOME TAX AND CURRENT TAX LIABILITIES
At 31 March 2012 and 31 December 2011, 'Income Tax' and 'Current tax liabilities' are made up as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Income Tax | 6,868,258 | 5,051,259 |
| Value added tax | 11.069.735 | 19,445,055 |
| Social security contributions | 2.740.451 | 1,814,090 |
| Personnel income tax withheld | 295.478 | 1,650,474 |
| Other taxes | 499.408 | 322,960 |
| Current tax liabilities | 14,605,072 | 23,232,579 |
32. OTHER CURRENT LIABILITIES
At 31 March 2012 and 31 December 2011, other current liabilities are made up as follows:
| 31 MARCH 2012 | 31 DECEMBER 2011 | |
|---|---|---|
| Accrued expenses | ||
| Holiday pay and bonuses | 7,863,726 | 6,747,389 |
| Interest borne but not yet overdue | 2,143,970 | 2,235,754 |
| Production performed by third parties not yet invoiced | 995,963 | 1,520,772 |
| Other accrued expenses | 13,543,743 | 4,472,736 |
| 24,547,402 | 14,976,651 | |
| Deferred income | ||
| Production invoiced and not yet performed (related to construction contracts) | 17,085,365 | 21,424,546 |
| Subsidies / Government grants | 1,220,227 | 1,279,308 |
| Other deferred income | 767,331 | 789,805 |
| 19,072,923 | 23,493,659 | |
| 43,620,325 | 38,470,309 |
33. RELATED PARTIES
Group companies have commercial relationships between them that qualify as related parties transactions. All of these transactions are performed on an arm's length basis.
Therefore, all of these transactions have been eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as a unique company.
The balances resulting from transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately Euro 113,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 61,800,000.
Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 31 March 2012, that had affected significantly the financial position or performance of the Group.
In addition to the companies included in the consolidated financial statements (Note 2), the list of the Martifer Group related parties is the one presented in the last annual reporting, dated of 31 December 2011.
34. SUBSEQUENT EVENTS
In April 2012, Martifer SGPS sold 10,000,000 shares, representative of 20 % of the share capital of Martifer Solar, to HSF, for 15.6 million Euro, correspondent to the Equity Value of that company, and returned to the shareholders structure owned by the two partners in the past (55 % and 45 %, Martifer SGPS and HSF, respectively).
On 23rd March 2012, the company Macquarie Capital Wind Fund Pty Limited signed the share sale agreement that defines the terms and conditions to sell the 3,240,001 ordinary shares, representing 50% of the share capital of the company Silverton Wind Farm Holdings Pty Limited, and consequently the development rights for the Silverton wind farm in New South Wales, Australia, for approximately AUD 5.6 million. This transaction was conditional to the consent, by the State of New South Wales to the change in control of the company, which was obtained already in April. The impact of this transaction is not significant in the consolidated financial statements of Martifer Group.
Still in April 2012, Martifer Group sold the shares representative of 50 % of Martifer-Hirschfeld Energy Systems LLC, company that holds the towers factory in the United States of America, to Hirschfeld Group, by USD 2.3 million. The impact of this transaction in the consolidated financial statements of the Group was accounted for in December 2011, through the recognition of an impairment loss.
35. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 22nd May 2012.
__________________________________ __________________________________
36. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS
These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails.
Oliveira de Frades, 22 May 2012
The Chief Accountant The Board of Directors
Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins
__________________________________ Jorge Alberto Marques Martins
__________________________________ Arnaldo José Nunes da Costa Figueiredo
__________________________________ Luís Filipe Cardoso da Silva
__________________________________ Luís Valadares Tavares
__________________________________ Jorge Bento Ribeiro Barbosa Farinha