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Martifer — Management Reports 2017
Sep 19, 2017
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Management Reports
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1H 2017
FOCUSING ON THE CORE BUILDING FORWARD
MARTIFER GROUP
// MANAGEMENT REPORT
01 MARTIFER GROUP
Highlights Key Financial Indicators Main Events Main Posterior Events
02 FINANCIAL PERFORMANCE
Consolidated Results Analysis Revenues EBITDA and Net Profit Consolidated Capex Consolidated Capital Structure Analysis
03 ANALYSIS BY SEGMENT
Metallic Constructions Naval Industry Renewables
04 MARTIFER SHARE PERFORMANCE
05 FUTURE PROSPECTS
MANDATORY INFORMATION //
INTERIM CONSOLIDATED FINANCIAL INFORMATION
06 INTERIM CONSOLIDATED FINANCIAL STATEMENTS 07 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE: This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.
//
MANAGEMENT REPORT
MARTIFER GROUP
01 | MARTIFER GROUP
HIGHLIGHTS
- Revenues reached 96.5 M€ in the 1 st half
- Positive EBITDA of 3 M€ with a 3.2 % margin
- Net Profit attributable to shareholders of 5.7 M€ (which compares with -3.2 M€ YOY)
- Net Debt decreased 29 M€ compared with December 2016 to 207 M€
- Order Book in Metallic Constructions and Naval Industry registered an YTD growth to 292 M€ and the Naval Industry segment represents 34 %
MAIN FINANCIAL INDICATORS
| M€ | JUNE -17 | JUNE -16 | VAR.% |
|---|---|---|---|
| Revenues | 96.5 | 106.8 | -10% |
| EBITDA | 3.0 | 4.4 | -33% |
| EBITDA margin | 3.2% | 4.5% | -1.3 pp |
| Depreciation & Amortization | -5.1 | -5.6 | 10% |
| Provisions & Impairment Losses | -10.4 | -0.7 | <-100% |
| EBIT | -12.6 | -1.9 | <-100% |
| EBIT margin | -13.4% | -1.9% | -11.5 pp |
| Financial Results | 18.5 | 0.1 | >100% |
| Profit before taxes | 5.9 | -1.8 | n.m. |
| Income tax | -1.4 | -1.2 | -22% |
| Profit after taxes on continued operations | 4.5 | -3.0 | n.m. |
| Discontinued operations results | 0.0 | -3.7 | n.m. |
| Attributable to non-controlling interests | 0.0 | -1.7 | n.m. |
| Attributable to shareholders | 0.0 | -1.9 | n.m. |
| Net Profit | 4.5 | -6.6 | n.m. |
| Attributable to non-controlling interests | -1.2 | -3.4 | 65% |
| Attributable to shareholders | 5.7 | -3.2 | n.m. |
| Earnings per share | 0.058 | -0.033 | n.m. |
MAIN EVENTS
JANUARY 2017
Construction of the new Midland Metropolitan Hospital
Martifer is participating in the construction of one of the most innovative health infrastructure projects in the United Kingdom, the new Midland Metropolitan Hospital. Located in Sandwell, west of Birmingham, it occupies an area of 6.76 hectares and, it will start operating in 2018.
With architecture by Edward William Architects office, this hospital is designed in 3 levels, each one corresponding to functionality: the upper part includes the nursing areas, the middle the clinical areas and finally, the lower floor, the car parks. Its interior has several squares and gardens providing natural lighting in most of the facilities.
Martifer has been part of the project since July 2016 and has the responsibility of providing, transporting and installing 16,500 sqm of modular podium facades, with terracotta and wooden coating in the nursing wards.
Remodelling Al Faisaliah Shopping Centre
With Al Khozama Management Company as its Client, Martifer participates in the remodelling of the Al Faisaliah Shopping Centre in Riyadh, Saudi Arabia, being responsible for the supply and assembly of 510 tonnes of metal structure, 4,300 sqm of glass facades and 3,900 sqm of stainless steel coating.
Award of the construction of a Suction Dredger to West Sea
West Sea was awarded the construction of a Trailing Split Suction Hoper Dredger, 70.25 metres long, with a 11.40 metre beam and a 4 metre draught. Reaching a speed of 9 knots, the ship will have a load capacity of 1,001 cubic metres and a maximum depth of dredging of -40 metres.
MARCH 2017
Delivery of Douro Elegance and Douro Serenity hotel ships
West Sea delivered to Douro Azul two hotel ships that were baptized as Douro Elegance and as Douro Serenity. The baptism gala was held at the Pier of Gaia and Joss Stone and Sara Sampaio were the godmothers of the hotel ships. The party, with about 200 guests, included music, a multimedia and fireworks show in an evening full of glamour, which ended with a concert by Joss Stone. The presence of national and international public figures led to a great coverage by the media, from TV and general newspapers to magazines and channels dedicated to social life and fashion.
With these two ships, plus the Emerald Radiance ship delivered in April to Scenic Cruises, West Sea and Navalria have 10 hotel ships sailing in the Douro River (8 for Douro Azul and 2 for Scenic Cruises) in their construction portfolio.
Multipurpose Pavilion of Dammam University, the third sports infrastructure built in Saudi Arabia
Martifer started the assembly of the Multipurpose Pavilion of the University of Dammam, in Saudi Arabia. The metal structure manufactured by Martifer weighs 4,300 tonnes and begins to rise. Following King Abdullah Sports City and Prince Abdullah Al Faisal Stadiums in Jeddah, this is the third sports infrastructure built in Saudi Arabia.
Ventinveste completes wind farms
Martifer Group participated in the construction and development of the Moimenta, Sernancelhe, Três Marcos and Vale do Chão wind farms, with the construction by Martifer Construções and the development by Ventinveste, a subsidiary of Martifer Group. This is the largest wind project in which Martifer group participated, with Ventinveste realizing the disposal of the projects in reference.
MAY 2017
West Sea celebrates the floatation of NRP Sines
On 3 rd May, West Sea celebrated the floating of NRP Sines, one of two Oceanic Patrol Ships that are under construction for the Portuguese Navy. The ceremony brought to the shipyard the Minister of National Defence, the Minister of the Sea and the Chief of Staff of the Navy and National Maritime Authority. The ship is expected to be delivered in 2018.
West Sea's team has been consistently praised for its ability to work, to meet deadlines and for its quality in the building of these two ships. The good execution rhythm of these complex projects and the satisfaction of our client give greater strength for future challenges.
JUNE 2017
ITER - Structure for the Tokamak reactor
Martifer continues to participate in the ITER project. This time with the supply and assembly of the metal structure that will allow the assembly of the Tokamak reactor in building B11. This project includes the structural and connection dimensioning and also the supply and assembly of the covering of the roof and facade (deck and checker plate), totalling 280 tonnes and 818 sqm area.
The structure is a provisional platform that works as a top that will allow a simultaneous development of several works, in the several levels of height.
MAIN POSTERIOR EVENTS
JULY 2017
Two new shipbuilding projects
Douro Splendor
Douro Azul awarded West Sea the construction of a hotel vessel to sail in the Douro, identical to Douro Elegance. It will have a length of 79 metres and capacity for 126 passengers. Its completion is scheduled for May 2018.
World Explorer
Mystic Cruises has awarded West Sea the construction of a luxury cruise ship to navigate in Antarctica. This will be a major challenge for West Sea because of its size and technical requirements. With 126 meters of length and a mouth of 19 meters, it will have a capacity for 176 guests and for 125 members of the crew. The cruise should be ready to sail at the end of 2018.
Supply and assembly of metallic structure for Geneva International Airport - East Wing
Martifer Group won a contract for the supply and assembly of metal structure for the Geneva International Airport - East Wing.
The contract has an estimated value of 45 million euros and the deadline for the execution of the work is 24 months.
The metal structure will be manufactured mainly in Martifer Group's facilities in Oliveira de Frades, making it possible to reinforce the export side of Martifer Group, which currently represents more than 80 % of the turnover in the metal structure segment in Portugal.
The award of this contract is a demonstration of confidence in national engineering and in Martifer Group's technical capacity.
SUBSEQUENT EVENTS
No other facts that affect the released financial information have occurred since the reference date of the results up until the release of this report.
MANAGEMENT REPORT
FINANCIAL PERFORMANCE
02 | FINANCIAL PERFORMANCE
CONSOLIDATED RESULTS ANALYSIS
| M€ | JUNE -17 | JUNE -16 | VAR.% |
|---|---|---|---|
| Revenues | 96.5 | 106.8 | -10% |
| EBITDA | 3.0 | 4.4 | -33% |
| EBITDA margin | 3.2% | 4.5% | -1.3 pp |
| Depreciation & Amortization | -5.1 | -5.6 | 10% |
| Provisions & Impairment Losses | -10.4 | -0.7 | <-100% |
| EBIT | -12.6 | -1.9 | <-100% |
| EBIT margin | -13.4% | -1.9% | -11.5 pp |
| Financial Results | 18.5 | 0.1 | >100% |
| Profit before taxes | 5.9 | -1.8 | n.m. |
| Income tax | -1.4 | -1.2 | -22% |
| Profit after taxes of continued operations | 4.5 | -3.0 | n.m. |
| Discontinued operations results | 0.0 | -3.7 | n.m. |
| Attributable to non-controlling interests | 0.0 | -1.7 | n.m. |
| Attributable to shareholders | 0.0 | -1.9 | n.m. |
| Net Profit | 4.5 | -6.6 | n.m. |
| Attributable to non-controlling interests | -1.2 | -3.4 | 65% |
| Attributable to shareholders | 5.7 | -3.2 | n.m. |
| Earnings per share | 0.058 | -0.033 | n.m. |
REVENUES
In the 1 st half of 2017, the operating income was 96.5 million euros (106.8 million euros in the 1 st half of 2016), 61 % of which were in the Metallic Constructions segment, 32 % in the Naval Industry segment and 7 % in the Renewables segment.
| JUNE -17 | JUNE -16 | ||||
|---|---|---|---|---|---|
| REVENUES | M€ | WEIGHT | M€ | WEIGHT | VAR. (%) |
| Martifer Consolidated | 96.5 | 100% | 106.8 | 100% | -10% |
| Metallic Constructions | 59.0 | 61% | 82.6 | 77% | -29% |
| Naval Industry | 30.8 | 32% | 18.1 | 17% | 70% |
| Renewables | 6.7 | 7% | 6.3 | 6% | 6% |
| Others | 0.0 | 0% | -0.2 | 0% | n.m. |
EBITDA AND NET PROFIT
In the 1 st half of 2017, consolidated EBITDA reached 3 million euros, the Naval Industry segment contributed in 3.4 million euros and the Renewables segment in 1.4 million euros.
| JUNE -17 | JUNE -16 | ||||
|---|---|---|---|---|---|
| EBITDA | M€ | MARGIN | M€ | MARGIN | VAR. (%) |
| Martifer Consolidated | 3.0 | 3.2% | 4.4 | 4.5% | -33% |
| Metallic Constructions | -1.8 | -3.1% | -0.2 | -0.3% | <-100% |
| Naval Industry | 3.4 | 11.3% | 1.8 | 9.9% | 93% |
| Renewables | 1.4 | 22.6% | 2.4 | 45.2% | -42% |
| Others | -0.1 | 0.4 | n.m. |
Consolidated Net Profit amounted to 4.5 million euros, showing a marked improvement when compared to the same period last year (-6.6 million euros).
CAPEX
The amount of investment in tangible and intangible fixed assets in the 1 st half of 2017 was 1.1 million euros, applied in the Metallic Constructions segment (0.1 million euros) and in the Renewables segment (1 million euros), mainly in wind and solar projects in Central Europe and in Latin America.
CONSOLIDATED CAPITAL STRUCTURE ANALYSIS
FINANCIAL POSITION
| M€ | JUNE -17 | DEC-16 | VAR. % |
|---|---|---|---|
| Fixed Assets (including Goodwill) | 127.4 | 142.4 | -11% |
| Other non-current assets | 75.5 | 69.3 | 9% |
| Inventory and Receivables | 146.4 | 152.7 | -4% |
| Cash and cash equivalents | 46.3 | 53.1 | -13% |
| Total Assets | 395.5 | 417.5 | -5% |
| Shareholders' Equity attributable to Group | -2.6 | -7.7 | 67% |
| Non-controlling interests | -31.8 | -30.2 | -5% |
| Total Equity | -34.3 | -37.9 | 9% |
| Non-current debt and leasings | 237.2 | 273.4 | -13% |
| Other non-current liabilities | 35.6 | 31.5 | 13% |
| Current debt and leasings | 16.1 | 15.5 | 4% |
| Other current liabilities | 141.0 | 134.9 | 4% |
| Total Liabilities | 429.9 | 455.4 | -6% |
The total value of the assets amounted to 395.5 million euros (417.5 million euros as of 31st December 2016), with non-current assets totalling 203 million euros (211 million euros as of 31st December 2016).
Equity attributable to Group on 30th June 2017 totalled -2.6 million euros, which represents an improvement of 5.1 million euros when compared with 31st December 2016.
As of 30th June 2017, liquidity ratio stood at 123 % (137 % on 31st December 2016) and the solvency ratio at 118 % (126 % on 31st December 2016).
NET DEBT
During the 1 st half of 2017, the Group's net debt continued to decline, in line with the assumptions set out in Martifer Group's Strategic Plan. As of 30th June 2017, the consolidated net debt amounted to 207 million euros, reflecting a reduction of 29 million euros compared to 31st December 2016.
This evolution results from the implementation of the Group's Strategic Plan and consequently the achievement of the Financial Restructuring Agreement, the implementation of a plan for the disposal of non-core assets and the improvement in the performance of the Group's working capital.
TREND OF CONSOLIDATED NET DEBT (M€)
Note: Net Debt = Borrowings + Financial Leasings (+/-) Derivatives - Cash and Cash Equivalents
MANAGEMENT REPORT
ANALYSIS BY SEGMENT
03 | ANALYSIS BY SEGMENT
METALLIC CONSTRUCTIONS
ACTIVITY
This segment integrates the sub holding Martifer Metallic Constructions and it includes the activities of steel structures, aluminium and glass facades and Oil & Gas infrastructures.
The order book at the end of the 1 st half of 2017 amounted to 193 million euros and was spread across several geographic regions.
ORDER BOOK BY GEOGRAPHY
| GEOGRAPHY | TOTAL | % |
|---|---|---|
| Africa | 22 | 11% |
| Algeria | 14 | 7% |
| Sub-Saharan Africa | 8 | 4% |
| Eastern Europe and Middle East | 20 | 11% |
| Western Europe | 151 | 78% |
| TOTAL | 193 | 100% |
OPERATING RESULTS
The Metallic Constructions operating income reached 59 million euros in the 1 st half of 2017, with a decrease of 29 % compared with the same period last year (82.6 million euros). This decrease reflects the slowdown in activity in some geographies, mainly in Portugal, in Angola and in Romania, combined with the delay of the start-up of new projects in France and in the United Kingdom, and despite the increase in activity in Saudi Arabia.
EBITDA for the 1 st half of 2017 was negative in 1.8 million euros, penalized by non-recurrent events - the sale of 50 % of the subsidiary M-City Gliwice in Poland – and by the foreign exchange effect in Angola.
EBIT was negative in 3.1 million euros compared with a negative value of 2.2 million euros on 30th June 2016.
| M€ | JUNE-17 | JUNE -16 | VAR.% |
|---|---|---|---|
| Revenues | 59.0 | 82.6 | -29% |
| EBITDA | -1.8 | -0.2 | <-100% |
| EBITDA margin | -3.1% | -0.3% | -2.9 pp |
| Depreciation & Amortization | -1.8 | -2.2 | 19% |
| Provisions & Impairment Losses | 0.5 | 0.2 | >100% |
| EBIT | -3.1 | -2.2 | -41% |
| EBIT margin | -5.4% | -2.9% | -2.4 pp |
| Gains and losses in associates companies and joint arrangements | -2.7 | -0.9 | <-100% |
NAVAL INDUSTRY
ACTIVITY
This segment integrates the sub holding Martifer Metallic Constructions and it includes shipbuilding, ship repair services and ships' reconversions.
The order book at the end of the 1 st half of 2017 totalled 98 million euros.
OPERATING RESULTS
The Naval Industry is operating revenues amounted to 30.8 million euros on 30th June 2017, which corresponds to an increase of about 70 % of the same period of the previous year, where shipbuilding represents 71 % and ship repair services represents the remaining 29 %.
EBITDA in the 1 st half of 2017 stood at 3.4 million euros positive, 93 % higher than the EBTIDA of the same period of 2016, mainly due to the positive variation in the volume of activity and the increase in efficiency, reflecting the exponential growth period that this activity has been going through.
| M€ | JUNE-17 | JUNE-16 | VAR.% |
|---|---|---|---|
| Revenues | 30.8 | 18.1 | 70% |
| EBITDA | 3.4 | 1.8 | 93% |
| EBITDA margin | 11.3% | 9.9% | 1.4 pp |
| Depreciation & Amortization | -0.4 | -0.4 | -2% |
| EBIT | 3.0 | 1.4 | >100% |
| EBIT margin | 9.9% | 7.7% | 2.3 pp |
| Gains and losses in associates companies and joint arrangements | 0.0 | 0.0 | n.m. |
RENEWABLES
ACTIVITY
Martifer Renewables, SGPS, S.A., sub holding for the Renewables business segment, 100% owned by Martifer, SGPS, S.A., acts as a developer of renewable energy, mainly in the development of wind farms and solar photovoltaic projects. More than accumulating operating power, Martifer Renewables' strategy is based on a rigorous use of capital in the development and construction of projects, having implemented a policy of asset rotation in the development process, construction management, asset management and operation and maintenance (O & M).
OPERATING RESULTS
Renewables' total operating income in the 1 st half of 2017 amounted to approximately 6.7 million euros and is mainly due to the activity of solar and wind farms in operation in Spain and in Romania.
EBITDA reached 1.4 million euros in the 1 st half of 2017. Regarding EBIT, it totalled around -12 million euros, with the recognition of impairments in exploration parks in Romania as a consequence of regulatory changes published in the 1 st half of 2017.
'Gains and losses in associate companies and joint arrangements had a positive effect in the Net Profit in the 1 st half of 2017, mainly as a result from the participation of Martifer Group in the Moimenta, in the Sernancelhe, in the Três Marcos and in the Vale do Chão wind farms, with the construction by Martifer Construções and the development by Ventinveste, a subsidiary of Martifer Group. This is the largest wind project in which Martifer Group participated, and Ventinveste completed the sale of the projects in reference during the 1st half of 2017.
The CAPEX in the 1 st half of 2017 in the development of wind and solar projects amounted to 1 million euros.
| M€ | JUNE -17 | JUNE -16 | VAR.% |
|---|---|---|---|
| Revenues | 6.7 | 6.3 | 7% |
| EBITDA | 1.4 | 2.4 | -43% |
| EBITDA margin | 22.6% | 45.2% | -22.5 pp |
| Depreciation & Amortization | -2.9 | -3.0 | 4% |
| Provisions & Impairment Losses | -10.4 | -0.3 | <-100% |
| EBIT | -12.0 | -1.0 | <-100% |
| EBIT margin | -195.4% | -17.6% | -177.8 pp |
| Gains and losses in associates companies and joint arrangements | 19.7 | 0.6 | 23% |
MANAGEMENT REPORT
MARTIFER SHARE PERFORMANCE
04 | MARTIFER SHARE PRICE PERFORMANCE
SHARE PRICE TREND
Source: Reuters
TRADED VOLUME ('000 shares)
Source: Reuters
Stock market performance in the 2 nd quarter of 2017 was positive. The US stock market recorded the 6th consecutive quarter with gains by valuing 2.57 %, increasing the gains accumulated since the beginning of the year to 6.81 %, which is accompanied by Europe, with a positive trend. The best performance on the European side was recorded by the Portuguese index PSI20 which increased 5.42 % in
the quarter and increased 8.85 % since the beginning of the year. The German DAX index that appreciated only 1.78 % in the 2 nd quarter of 2017 has already risen 8.66 % since the beginning of the year. The European financial sector has also been penalized by the uncertainty surrounding the health of the Italian banking sector.
During the 2 nd quarter of 2017, the value of the shares of Martifer, SGPS, S.A. increased, representing an appreciation of around 47 %. Since the beginning of the year, it has risen around 91 %.
The stock price Martifer closed the 1 st half of 2017 at 0.36 euros / share. The maximum price reached was 0.4 euros / share and a minimum of 0.176 euros / share.
The average daily volume of Martifer shares traded during the 1 st half of 2017 was 54,816 shares, approximately triple the average volume traded in the 1 st half of 2016 (17,166 shares). On the other hand, it is important to point out a decrease of around 76 % in the average daily traded volume of PSI20 in the same period.
The market capitalization of Martifer on 30th June 2017 stood at 36 million euros.
MANAGEMENT REPORT
FUTURE PROSPECTS
05 | FUTURE PROSPECTS
We will keep our focus on the defined objectives and the continuity of the implementation of the Strategic Plan, whose results obtained since 2015 are visible and satisfactory, namely:
- to reinforce the international presence, focusing on core geographies and attractive opportunities in markets profitable above average;
- to reinforce the order book in the Metallic Constructions and in the Naval Industry segments the order book was 292 million euros at the end of the 1st half 2017 which represents an increase of 22 % since 31st December 2016;
- to reinforce the sustainable growth strategy in the Renewables segment;
- to reduce indebtedness through the sale of non-core assets the Net Debt decreased 29 million euros since 31st December 2016 and decreased about 129 million euros since 31st December 2013;
- to resize and adequate the structure in all geographies where we are present;
- to improve processes and operational efficiency.
Oliveira de Frades, 28th August 2017
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)
Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
$\boldsymbol{\mathit{II}}$ MANDATORY INFORMATION
MANDATORY INFORMATION
SHAREHOLDINGS OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
In accordance with article 447 of the Portuguese Companies Code, the securities issued by Martifer SGPS, SA and companies dominated by it, held by members of the governing bodies in the period from 1st January 2017 through to 30th June 2017, are the following:
| HOLDER | GOVERNING BODY | NO. SHARES HELD ON 30/06/2017 |
|---|---|---|
| Carlos Manuel Marques Martins* | Board of Directors | 420,542 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| I'M – SGPS, S.A. ** | Board of Directors | 42,405,689 |
| Arnaldo José Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| MOTA-ENGIL, SGPS, S.A. *** | Board of Directors | 37,500,000 |
| Luís Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Pedro Nuno Cardoso Abreu Moreira | Board of Directors | - |
| Américo Agostinho Martins Pereira | Supervisory Board | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| Paulo Sérgio Jesus das Neves | Supervisory Board | - |
| António Baia Engana | Supervisory Board | - |
| António Joaquim Brochado Correia | Statutory Auditor, representing PriceWaterhouseCoopers | - |
| José Joaquim Neiva Nunes de Oliveira | General Meeting | - |
| Luis Leitão Marques Vale Lima | General Meeting | - |
| Luis Neiva Nunes de Oliveira | General Meeting | - |
* Shares held by the company Black & Blue Investimentos, S.A. (Carlos Manuel Marques Martins is a board member in this company and, together with his household, are sole shareholders)
** Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins are holders of the share capital of I'M SGPS, SA and are, respectively, its Chairman of the Board of Directors and Director
*** Director Arnaldo José Nunes da Costa Figueiredo is a Director of MOTA-ENGIL, SGPS, S.A.
EVENTS DESCRIBED IN ARTICLE 447 OF THE PORTUGUESE COMPANIES CODE
| NAME OF THE MEMBER OF THE GOVERNING BODY | GOVERNING BODY | NO. SHARES HELD ON 30/06/2017 |
|---|---|---|
| Carlos Manuel Marques Martins | Board of Directors | 420,542 |
| Jorge Alberto Marques Martins | Board of Directors | 230,260 |
| Pedro Nuno Cardoso Abreu Moreira | Board of Directors | - |
| Arnaldo Nunes da Costa Figueiredo | Board of Directors | 3,000 |
| Luis António de Valadares Tavares | Board of Directors | - |
| Jorge Bento Ribeiro Barbosa Farinha | Board of Directors | - |
| Carlos Alberto da Silva e Cunha | Supervisory Board | - |
| Américo Agostinho Martins Pereira | Supervisory Board | - |
| Paulo Sérgio Jesus das Neves | Supervisory Board | - |
| António Baia Engana | Supervisory Board | - |
Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins, respectively Chairman and Vice-Chairman of the Board of Directors, besides the shares held as described above, are sole equal shareholders of I'M SGPS, SA, that on 30th June 2017 held a total of 42,405,689 shares of Martifer SGPS, S.A..
Transactions by the members of the governing bodies in the 1st half 2017:
During the 1st half 2017 no transactions were carried out by the members of the governing bodies.
HOLDERS OF QUALIFYING SHAREHOLDINGS
According to paragraph c), number 1, of article 9 of CMVM regulation number 5/2008, the following is the list of qualifying shareholders, with an indication of the number of shares and percentage of voting rights held, calculated according to article 20 of the Securities Code (CMVM), on 30th June 2017:
| SHAREHOLDERS | NO. OF SHARES | % OF SHARE CAPITAL | % OF VOTING RIGHTS 1) |
|---|---|---|---|
| I'M – SGPS, SA | 42,405,689 | 42.41% | 43.37% |
| Carlos Manuel Marques Martins* | 420,542 | 0.42% | 0.43% |
| Jorge Alberto Marques Martins* | 230,260 | 0.23% | 0.24% |
| Total Imputable to I'M – SGPS, SA | 43,056,491 | 43.06% | 44.03% |
| Mota-Engil – SGPS, SA | 37,500,000 | 37.50% | 38.35% |
| Arnaldo José Nunes da Costa Figueiredo ** | 3,000 | 0.00% | 0.00% |
| Total Imputable to Mota-Engil, SGPS, SA | 37,503,000 | 37.50% | 38.35% |
1)% Voting rights = Number of shares / (Total no. of shares – Own shares)
* Holder of a position in the Governing Bodies of I'M SGPS, SA
** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA
STATEMENT OF COMPLIANCE ACCORDING TO ARTICLE 246, NUMBER 1, PARAGRAPH C) OF THE SECURITIES CODE (CMVM)
(Free translation from the original in Portuguese)
Dear Shareholders,
According to article 246, number 1, paragraph c) of the Securities Code (CMVM) and to the best of our knowledge:
(i) the information contained in the consolidated management report faithfully reports the evolution of trading, the performance and the position of Martifer SGPS, SA and of the companies in its consolidation perimeter and contains a description of the main risks and uncertainties that its business faces; and,
(ii) the information contained in its financial statements and accompanying notes was prepared in accordance with the applicable accounting practices, giving a true and fair view of the assets, liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter.
Oliveira de Frades, 28th August 2017
The Board of Directors,
Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)
Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)
Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
Luís Valadares Tavares (Member of the Board of Directors)
$\boldsymbol{\mathit{II}}$ CONSOLIDATED FINANCIAL INFORMATION
Built and
DOURO E
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Service
CONSOLIDATED FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
06 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENTS FOR THE 1ST HALF 2017 AND 2016
(The translation of the consolidated Financial Statements was originally issued in Portuguese – Note 31)
| NOTES | ST HALF 2017 1 (NON-AUDITED) |
ST HALF 2016 1 (NON-AUDITED) |
|
|---|---|---|---|
| Sales and services rendered | 3, 4 | 93,713,531 | 97,833,797 |
| Other income | 5 | 2,800,121 | 8,923,353 |
| Cost of goods sold | 6 | (29,419,366) | (27,622,399) |
| Subcontractors | 7 | (25,744,095) | (28,609,206) |
| External supplies and services | 8 | (15,045,124) | (18,921,733) |
| Staff costs | 9 | (17,477,585) | (19,534,193) |
| Other expenses | 10 | (5,862,998) | (7,666,344) |
| 3 | 2,964,485 | 4,403,275 | |
| Amortizations | 3 | (5,099,223) | (5,649,377) |
| Provisions | 11, 24 | (89,737) | 2,533,696 |
| Impairment losses | 11 | (10,354,317) | (3,184,689) |
| 3 | (12,578,792) | (1,897,095) | |
| Financial income | 12 | 10,843,292 | 6,748,798 |
| Financial expenses | 12 | (4,073,022) | (6,404,384) |
| Gains / (losses) on associate companies and joint arrangements | 13 | 11,733,328 | (262,351) |
| Profit before tax of continued operational units | 5,924,806 | (1,815,032) | |
| Income tax | 14 | (1,427,970) | (1,173,561) |
| Profit after tax of continued operational units | 4,496,837 | (2,988,593) | |
| Earnings from discontinued operations | 20 | - | (3,656,285) |
| Attributable to: | |||
| non-controlling interests | 20 | - | (1,723,133) |
| owners of Martifer | 20 | - | (1,933,152) |
| Profit for the period | 4,496,837 | (6,644,879) | |
| Attributable to: | |||
| non-controlling interests | 21 | (1,181,390) | (3,406,016) |
| owners of Martifer | 15 | 5,678,227 | (3,238,863) |
| Earnings per share: | 15 | ||
| Basic and diluted | 0.0581 | (0.0331) | |
| from continued operations | 0.0581 | (0.0134) | |
| from discontinued operations | - | (0.0198) | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 1ST HALF 2017 AND 2016
(The translation of the consolidated Financial Statements was originally issued in Portuguese – Note 31)
| ST HALF 2017 1 (NON-AUDITED) |
ST HALF 2016 1 (NON-AUDITED) |
|
|---|---|---|
| Profit for the year | 4,496,837 | (6,644,879) |
| Amounts that will be reclassified by results | ||
| Fair value of cash flow hedges (derivatives), net of tax | - | (36,245) |
| Exchange differences arising from (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill |
(806,587) | (1,552,399) |
| Income recognized directly in equity | (806,587) | (1,588,645) |
| Total comprehensive income for the period | 3,690,250 | (8,233,524) |
| Attributable to: | ||
| non-controlling interests | (1,460,496) | (4,092,079) |
| owners of Martifer | 5,150,746 | (4,141,445) |
| Total comprehensive income for the period | ||
| from continued operations | 3,690,250 | (4,352,635) |
| from discontinued operations | - | (3,880,889) |
CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION ON 30TH JUNE 2017 AND ON 31ST DECEMBER 2016
(The translation of the consolidated Financial Statements was originally issued in Portuguese – Note 31)
| NOTES | 30TH JUNE 2017 (NON-AUDITED) |
31ST DECEMBER 2016 |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 10,980,675 | 10,980,675 | |
| Intangible assets | 2,207,506 | 2,407,152 | |
| Tangible fixed assets | 114,243,871 | 128,977,697 | |
| Investment properties | 20,826,300 | 20,826,300 | |
| Financial assets under the equity method | 16 | 22,505,908 | 4.848.908 |
| Available for sale investments | 17 | 6,247,095 | 6.009.794 |
| Other non-current receivables | 18 | 21,025,768 | 32.761.393 |
| Deferred tax assets | 4,847,429 | 4,854,801 | |
| 202,884,553 | 211,666,721 | ||
| Current assets | |||
| Inventories | 11,801,087 | 8,222,869 | |
| Trade receivables | 18 | 66,351,134 | 71,092,276 |
| Other receivables | 18 | 30,848,021 | 40,658,733 |
| Income tax | 1,136,795 | 551,394 | |
| Current tax assets | 7,320,818 | 6,355,573 | |
| Other current assets | 19 | 28,899,486 | 25,820,407 |
| Cash and cash equivalents | 46,286,479 | 53,087,694 | |
| Derivatives | 3,221 | 3,221 | |
| 192,647,041 | 205,792,167 | ||
| Total assets | 395,531,594 | 417,458,888 | |
| EQUITY | |||
| Issued capital | 21 | 50,000,000 | 50,000,000 |
| Share premium | - | 186,500,000 | |
| Treasury stock | (2,868,519) | (2,868,519) | |
| Reserves | (55,384,873) | (197,790,042) | |
| Profit for the year | 5,678,227 | (43,585,139) | |
| Equity attributable to owners of Martifer | (2,575,165) | (7,743,700) | |
| Non-controlling interests | 21 | (31,764,914) | (30,169,515) |
| Total equity | (34,340,079) | (37,913,215) | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 22 | 224,370,780 | 260,546,024 |
| Obligation under finance leases | 12,876,453 | 12,876,453 | |
| Trade payables and Other payables | 23 | 11,565,438 | 11,230,557 |
| Provisions | 24 | 23,032,106 | 19,325,876 |
| Deferred tax liabilities | 957,924 | 957,607 | |
| 272,802,701 | 304,936,517 | ||
| Current liabilities | |||
| Borrowings | 22 | 16,096,617 | 15,502,287 |
| Obligation under finance leases | 7,285 | 25,289 | |
| Trade payables | 23 | 54,269,400 | 59,908,138 |
| Other payables | 23 | 13,486,164 | 11,662,550 |
| Income tax | 1,979,914 | 861,330 | |
| Current tax liabilities | 5,494,490 | 3,266,242 | |
| Other current liabilities | 25 | 65,735,102 | 59,209,750 |
| 157,068,972 | 150,435,586 | ||
| Total liabilities | 429,871,673 | 455,372,103 | |
| Total equity and liabilities | 395,531,594 | 417,458,888 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 6 MONTH PERIODS ENDED ON 30TH JUNE OF 2017 AND OF 2016
(The translation of the consolidated Financial Statements was originally issued in Portuguese – Note 31)
| ISSUED CAPITAL |
SHARE PREMIUM |
TREASURY STOCK |
FAIR VALUE RESERVES CASH FLOW HEDGE DERIVATIVES |
FOREIGN CURRENCY TRANSLATION RESERVES |
OTHER RESERVES |
NET PROFIT | EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT |
NON CONTROLLING INTERESTS |
TOTAL EQUITY |
|
|---|---|---|---|---|---|---|---|---|---|---|
| st January 2016 Balance on 1 |
50,000,000 | 186,500,000 | (2,868,519) | 21,038 | (21,860,588) | (171,259,650) | (482,490) | 40,049,791 | (28,377,206) | 11,672,585 |
| Appropriation of the profit of 2015 | - | - | - | - | - | (482,490) | 482,490 | - | - | - |
| COMPREHENSIVE INCOME FOR THE PERIOD |
||||||||||
| Profit for the period | - | - | - | - | - | - | (3,238,863) | (3,238,863) | (3,406,016) | (6,644,879) |
| Exchange differences arising from (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (905,549) | - | - | (905,549) | (698,633) | (1,604,183) |
| Exchange differences arising from goodwill | - | - | - | - | 28,481 | - | - | 28,481 | 23,303 | 51,784 |
| Other changes in equity of parent company and subsidiaries |
- | - | - | (25,514) | - | - | - | (25,514) | (10,732) | (36,245) |
| Total comprehensive income for the period | - | - | - | (25,514) | (877,068) | - | (3,238,863) | (4,141,445) | (4,092,079) | (8,233,524) |
| Other changes in equity of parent company and subsidiaries |
- | - | - | - | - | (475,353) | - | (475,353) | (11,725) | (487,077) |
| Changes in the consolidation perimeter | - | - | - | - | - | (577,977) | - | (577,977) | (63,430) | (641,407) |
| Balance on 30th June 2016 | 50,000,000 | 186,500,000 | (2,868,519) | (4,476) | (22,737,656) | (172,312,980) | (3,721,353) | 34,855,017 | (32,544,439) | 2,310,578 |
| st January 2017 Balance on 1 |
50,000,000 | 186,500,000 | (2,868,519) | - | (22,397,808) | (175,392,235) | (43,585,139) | (7,743,700) | (30,169,515) | (37,913,215) |
| Appropriation of the profit of 2016 | - | - | - | - | - | (43,585,139) | 43,585,139 | - | - | - |
| COMPREHENSIVE INCOME FOR THE PERIOD |
||||||||||
| Profit for the period | - | - | - | - | - | - | 5,678,227 | 5,678,227 | (1,181,390) | 4,496,837 |
| Exchange differences arising from (i) translating foreign operations and (ii) net investment in subsidiaries |
- | - | - | - | (527,481) | - | - | (527,481) | (279,106) | (806,587) |
| Total comprehensive income for the period | - | - | - | - | (527,481) | - | 5,678,227 | 5,150,746 | (1,460,496) | 3,690,250 |
| Dividends Distribution | - | - | - | - | - | - | - | - | (118,215) | (118,215) |
| Other changes in equity of parent company and subsidiaries |
- | (186,500,000) | - | - | - | 186,451,470 | - | (48,530) | (41,980) | (90,510) |
| Changes in the consolidation perimeter | - | - | - | - | - | 66,319 | - | 66,319 | 25,293 | 91,611 |
| Balance on 30th June 2017 | 50,000,000 | - | (2,868,519) | - | (22,925,288) | (32,459,585) | 5,678,227 | (2,575,165) | (31,764,914) | (34,340,079) |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 1ST HALF OF 2017 AND OF 2016
(The translation of the consolidated Financial Statements was originally issued in Portuguese – Note 31)
| NOTES | ST HALF 2017 1 (NON-AUDITED) |
ST HALF 2016 1 (NON-AUDITED) |
|
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Receipts from customers | 131,239,274 | 144,002,660 | |
| Payments to suppliers | (81,955,961) | (96,626,626) | |
| Payments to employees | (17,376,238) | (19,353,534) | |
| Cash generated from operations | 31,907,075 | 28,022,500 | |
| Income tax paid / received | (894,787) | (465,409) | |
| Other receipts/(payments) relating to operating activities | (6,258,076) | (2,241,817) | |
| Cash generated from other operating activities | (7,152,863) | (2,707,226) | |
| Net cash generated by operating activities from discontinued operations | - | (5,924,460) | |
| Net cash generated by operating activities (1) | 24,754,212 | 19,390,815 | |
| INVESTING ACTIVITIES | |||
| Receipts arising from: | |||
| Financial assets | 202,500 | 2,988,795 | |
| Tangible fixed assets | 217,435 | 3,329,579 | |
| Interest and similar income | 290,044 | 2,028,207 | |
| Others | 58,912 | 785,245 | |
| 768,891 | 9,131,826 | ||
| Payments arising from: | |||
| Financial assets | - | (607,847) | |
| Tangible fixed assets | (1,148,553) | (2,177,730) | |
| Intangible assets | (3,080) | (63,044) | |
| Others | (119,615) | (202,849) | |
| (1,271,248) | (3,051,470) | ||
| Net cash generated by investing activities from discontinued operations | - | 359,246 | |
| Net cash generated by investing activities (2) | (502,357) | 6,439,602 | |
| FINANCING ACTIVITIES | |||
| Receipts arising from: | |||
| Borrowings | 1,556,108 | 3,768,950 | |
| Others | 81,481 | 2,995,965 | |
| 1,637,589 | 6,764,915 | ||
| Payments arising from: | |||
| Borrowings | (27,510,256) | (12,558,835) | |
| Leasings | (33,693) | (568,077) | |
| Interest and similar costs | (3,336,536) | (4,564,080) | |
| Others | (274,249) | (40,298) | |
| (31,154,734) | (17,731,290) | ||
| Net cash generated by financing activities from discontinued operations | - | (5,233,415) | |
| Net cash generated by financing activities (3) | (29,517,145) | (16,199,790) | |
| Net increase in cash and cash equivalents (4)=(1)+(2)+(3) | (5,265,290) | 9,630,627 | |
| Changes in the consolidation perimeter and others | (287,348) | (12,254,218) | |
| Effect of foreign exchange currencies | (1,246,073) | (1,956,993) | |
| Fair-Value variations | (2,505) | - | |
| Cash and cash equivalents at the beginning of the period | 53,087,694 | 52,640,152 | |
| Cash and cash equivalents at the end of the period | |||
| from continuing operations | 46,286,479 | 47,052,564 | |
| from discontinued operations | - | 1,007,004 |
CONSOLIDATED FINANCIAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
07 | NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTORY NOTE
Martifer SGPS, S.A., with its registered head office at Zona Industrial, town of Oliveira de Frades, in Portugal ('Martifer SGPS' or 'Company'), and its group of companies (all denominated 'Group'), have as their main activities metallic constructions (steel structures, aluminium and glass façades and infrastructures for oil & gas), the naval industry and the promotion and development of renewable energy projects (Note 3).
Martifer SGPS was incorporated on 29th October 2004, having its share capital been realized through the delivery of market valued shares 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 the Initial Public Offering in June 2007, Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.
In September 2014, Martifer SGPS's Board of Directors decided, following the strategy to focus on the metallic constructions area, to sell its stake in Martifer Solar (composed by Martifer Solar S.A. and its subsidiaries, 55 % held by the Group). As the sale was highly likely, and the requirements of IFRS 5 were fulfilled, Martifer Solar's assets and liabilities were classified as "non-current assets held for sale" and "liabilities associated to non-current assets held for sale", respectively, being Martifer Solar's Net Profit presented as "discontinued operations' result" (Note 20). In August 2016, Martifer Solar, SA and its subsidiaries were sold, except for Martifer Solar Inc. and Martifer Silverado Fund LLC, which have been subsidiaries of the company Duelobrigatório, SA since July 2016, and this company is 55 % owned by the Group. But in relation to which there is a shareholders agreement that determines the shared control, therefore, it was included in the consolidation by the equity method.
On 30th June 2017, the Group develops its activity mainly in Western Europe (in Portugal, in Spain, in France and in the United Kingdom), in Eastern Europe (in Poland and in Romania), in the Middle East (in Saudi Arabia), in Latin America (in Colombia and in Brazil), in the Sub-Saharan Africa (in Angola and in Mozambique) and in Algeria.
The following notes have been selected in order to contribute to the understanding of the most significant changes in the consolidated financial position of the Group and its performance compared to the last annual reporting date with reference to 31st December 2016.
All the amounts presented in these notes are expressed in euros (rounded to the unit), unless otherwise indicated.
These financial statements have not been audited.
1. ACCOUNTING POLICIES
BASIS OF PREPARATION
These accompanying consolidated financial statements relate to the consolidated financial statements of Martifer Group and were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in force at the beginning of the economic period started 1st January 2017. These are the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB"), and the interpretations were issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been endorsed by the European Union.
The interim consolidated financial report for the period ended on 30th June 2017 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.
These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the revaluation of certain financial instruments, which are stated at fair value.
The accounting policies adopted are consistent with those considered in the financial statements for the year ended on 31st December 2016 and disclosed in the corresponding notes.
The accounting standards that entered into force on 1st January 2017 did not cause major changes in the financial information hereby presented.
The consolidated financial statements are presented in euros since this is the main currency of the Group's operations.
In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were carried out taking into consideration the best knowledge available of the events and the negotiations in progress on the day of the approval of the financial statements.
2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
The Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, on 30th June 2017 and on 31st December 2016 are as follows:
COMPANIES CONSOLIDATED USING THE FULL CONSOLIDATION METHOD
| SHARE CAPITAL HELD PERCENTAGE | FY 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | COUNTRY | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Martifer SGPS, S.A. | Oliveira de Frades |
Portugal | Martifer SGPS | Holding | |||
| Martifer Metallic Constructions SGPS, S.A. |
Oliveira de Frades |
Portugal | Martifer Metallic Constructions |
75.00% | - | 75.00% | 75.00% |
| Martifer - Construções Metalomecânicas, S.A. |
Oliveira de Frades |
Portugal | Martifer Construções |
- | 75.00% | 75.00% | 75.00% |
| Martifer Mota-Engil Coffey Construction Joint Venture Limited |
Dublin | Ireland | MMECC 1) | - | 45.00% | 45.00% | 45.00% |
| Martifer Alumínios Angola, S.A. | Luanda | Angola | Martifer Alumínios Angola |
- | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium Limited | Dublin | Ireland | Martifer Aluminium Irlanda |
- | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium UK Limited | London | United Kingdom |
Martifer Aluminium Reino Unido |
- | 75.00% | 75.00% | 75.00% |
| Martifer Aluminium SAS | Rungis | France | Martifer Aluminium França |
- | 75.00% | 75.00% | 75.00% |
| Martifer – Construcciones Metálicas España, S.A. |
Madrid | Spain | Martifer Espanha | - | 75.00% | 75.00% | 75.00% |
| Martifer – Construções Metálicas Angola, S.A. |
Luanda | Angola | Martifer Angola | - | 59.06% | 59.06% | 59.06% |
| Martifer Construction Limited | Dublin | Ireland | Martifer Irlanda | - | 75.00% | 75.00% | 75.00% |
| Martifer Polska Sp. Zo.o. | Gliwice | Poland | Martifer Polska | - | 75.00% | 75.00% | 75.00% |
| Martifer Constructions, SAS | Rungis | France | Martifer França | - | 75.00% | 75.00% | 75.00% |
| Martifer Romania SRL | Bucharest | Romania | Martifer Roménia | 2.00% | 73.50% | 75.50% | 75.50% |
| Park Logistyczny Biskupice | Gliwice | Poland | Biskupice | - | 75.00% | 75.00% | 75.00% |
| Martifer Konstrukcje Sp. Z o.o. | Gliwice | Poland | Martifer Konstrukcje | - | 75.00% | 75.00% | 75.00% |
| Martifer Slovakia S.R.O. | Bratislava | Slovakia | Martifer Slovakia | - | - | - | 75.00% |
| Sociedade de Madeiras do Vouga, S.A. | Albergaria-a Velha |
Portugal | Madeiras do Vouga | - | 75.00% | 75.00% | 75.00% |
| Martifer Retail & Warehousing Angola, S.A. |
Luanda | Angola | Martifer Retail Angola |
- | 75.00% | 75.00% | 75.00% |
| Martifer UK Limited | London | United Kingdom |
Martifer UK | - | 75.00% | 75.00% | 75.00% |
| MT Construction Maroc, S.A.R.L. | Tangier | Morocco | Martifer Marrocos | - | 75.00% | 75.00% | 75.00% |
| Saudi Martifer Constructions LLC | Riyadh | Saudi Arabia | Martifer Arábia Saudita |
- | 75.00% | 75.00% | 75.00% |
| Martifer Beteiligungsverwaltungs GmbH | Vienna | Austria | Martifer GmbH | 100.00% | - | 100.00% | 100.00% |
| M City Gliwice Sp. Zo.o | Gliwice | Poland | M City Gliwice 2) | - | - | - | 75.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | COUNTRY | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Martifer Energia S.R.L. | Bucharest | Romania | Martifer Energia Roménia |
- | 75.00% | 75.00% | 75.00% |
| Martifer Energia LLC | Kiev | Ukraine | Martifer Energia Ucrânia |
- | 75.00% | 75.00% | 75.00% |
| Martifer Wind Energy Systems LLC | San Angelo, TX | USA | Martifer Wind USA | - | 75.00% | 75.00% | 75.00% |
| Martifer Energy Systems PTY | Cape Town | South Africa | Martifer Energia África do Sul |
- | 63.75% | 63.75% | 63.75% |
| Navalria – Docas, Construções e Reparações Navais, S.A. |
Aveiro | Portugal | Navalria | - | 75.00% | 75.00% | 75.00% |
| West Sea - Estaleiros Navais, Lda. | Oliveira de Frades |
Portugal | West Sea | - | 75.00% | 75.00% | 75.00% |
| Martifer Construcciones Peru, S.A. | Lima | Peru | Martifer Peru | - | 75.00% | 75.00% | 75.00% |
| Martifer Amal, S.A. | Oliveira de Frades |
Portugal | Martifer Amal 1) | - | 45.00% | 45.00% | 45.00% |
| Global Holding Limited | Zebbug | Malta | Global Holding Limited |
- | 75.00% | 75.00% | 75.00% |
| Global Engineering & Construction Limited |
Zebbug | Malta | Global Engineering | - | 75.00% | 75.00% | 75.00% |
| Martifer Solar SGPS, S.A. | Oliveira de Frades |
Portugal | Martifer Solar SGPS |
100.00% | - | 100.00% | 100.00% |
| Martifer Renewables SGPS, S.A. | Oliveira de Frades |
Portugal | Martifer Renewables SGPS |
100.00% | - | 100.00% | 100.00% |
| Martifer Renewables, S.A. | Oliveira de Frades |
Portugal | Martifer Renewables SA |
- | 100.00% | 100.00% | 100.00% |
| Martifer Renewables ETVE, S.A.U. | Madrid | Spain | Martifer Renovables | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 1 S.L. | Madrid | Spain | Eurocab 1 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 2 S.L. | Madrid | Spain | Eurocab 2 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 3 S.L. | Madrid | Spain | Eurocab 3 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 4 S.L. | Madrid | Spain | Eurocab 4 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 5 S.L. | Madrid | Spain | Eurocab 5 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 6 S.L. | Madrid | Spain | Eurocab 6 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 7 S.L. | Madrid | Spain | Eurocab 7 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 8 S.L. | Madrid | Spain | Eurocab 8 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 9 S.L. | Madrid | Spain | Eurocab 9 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 10 S.L. | Madrid | Spain | Eurocab 10 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 11 S.L. | Madrid | Spain | Eurocab 11 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 12 S.L. | Madrid | Spain | Eurocab 12 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 13 S.L. | Madrid | Spain | Eurocab 13 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 14 S.L. | Madrid | Spain | Eurocab 14 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 15 S.L. | Madrid | Spain | Eurocab 15 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 16 S.L. | Madrid | Spain | Eurocab 16 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 17 S.L. | Madrid | Spain | Eurocab 17 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 18 S.L. | Madrid | Spain | Eurocab 18 | - | 100.00% | 100.00% | 100.00% |
| Eurocab FV 19 S.L. | Madrid | Spain | Eurocab 19 | - | 100.00% | 100.00% | 100.00% |
| Eviva Energy S.R.L. | Bucharest | Romania | Eviva Roménia | - | 100.00% | 100.00% | 100.00% |
| Eviva Nalbant S.R.L. | Bucharest | Romania | Eviva Nalbant | - | 100.00% | 100.00% | 100.00% |
| Eviva Agighiol S.R.L. | Bucharest | Romania | Eviva Agighiol | - | 100.00% | 100.00% | 100.00% |
| Eviva Casimcea S.R.L. Premium Management Consulting, |
Bucharest | Romania | Eviva Casimcea Premium |
- | 100.00% | 100.00% | 100.00% |
| S.R.L. | Bucharest | Romania | Management | - | 85.00% | 85.00% | 85.00% |
| Martifer Renewables, S.A. | Gliwice | Poland | Eviva Polónia | - | 100.00% | 100.00% | 100.00% |
| PV Sol 1 Sp. Zo.o | Krakow | Poland | PV Sol 1 | - | 100.00% | 100.00% | 100.00% |
| PV Sol 2 Sp. Z o.o | Krakow | Poland | PV Sol 2 | - | 100.00% | 100.00% | 100.00% |
| PV Sol 3 Sp. Z o.o | Krakow | Poland | PV Sol 3 | - | 100.00% | 100.00% | 100.00% |
| Eviva Beteiligungsverwaltungs GmbH | Vienna | Austria | Eviva GmbH | - | 100.00% | 100.00% | 100.00% |
| Eviva Hidro S.R.L. | Bucharest | Romania | Eviva Hidro | 1.00% | 99.00% | 100.00% | 100.00% |
| Martifer Deutschland GmbH | Berlin | Germany | Martifer | - | 100.00% | 100.00% | 100.00% |
| SHARE CAPITAL HELD PERCENTAGE | FY 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | COUNTRY | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Deutschland | |||||||
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Poland | Wind Odrzechowa | - | - | - | 100.00% |
| Wind Farm Bukowsko Sp. Zo.o | Gliwice | Poland | Wind Farm Bukowsko |
- | 100.00% | 100.00% | 100.00% |
| Wind Farm Markowa Sp. Zo.o | Gliwice | Poland | Wind Farm Markowa |
- | 100.00% | 100.00% | 100.00% |
| Wind Farm Lada Sp. Zo.o | Gliwice | Poland | Wind Farm Lada | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Jawornik Sp. Zo.o | Gliwice | Poland | Wind Farm Jawornik | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Piersno Sp. Zo.o | Gliwice | Poland | Wind Farm Piersno | - | 100.00% | 100.00% | 100.00% |
| Wind Farm Oborniki Sp. Zo.o | Gliwice | Poland | Wind Farm Oborniki | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Italy BV | Amsterdam | Netherlands | Renewables Italy Holanda |
- | 100.00% | 100.00% | 100.00% |
| Cedilhas ao Vento S.A. | Oliveira de Frades |
Portugal | Cedilhas ao Vento | - | 100.00% | 100.00% | 100.00% |
| Martifer Renewables Brasil LTDA | Fortaleza | Brazil | Martifer Renewables Brasil |
- | 100.00% | 100.00% | 100.00% |
| Martifer Renováveis - Geração de Energia e Participações S.A. |
Fortaleza | Brazil | Ventania | - | 55.00% | 55.00% | 55.00% |
| Eólica Cajueiro da Praia, Ltda . | Fortaleza | Brazil | Cajueiro | - | - | - | 55.00% |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. |
Fortaleza | Brazil | SBER 1) | - | - | - | 46.88% |
| MSPAR Energia e Participações, SA | Barueri | Brazil | MSPAR | - | 100.00% | 100.00% | 100.00% |
| Floresta I, Geração de Energia S.A. | Areia Branca | Brazil | Floresta I | - | 99.00% | 99.00% | 99.00% |
| Floresta II, Geração de Energia S.A. | Areia Branca | Brazil | Floresta II | - | 99.00% | 99.00% | 99.00% |
| Floresta III, Geração de Energia S.A. | Areia Branca | Brazil | Floresta III | - | 99.00% | 99.00% | 99.00% |
| Floresta IV, Geração de Energia S.A. | Areia Branca | Brazil | Floresta IV | - | 99.00% | 99.00% | 99.00% |
| Martifer Renewables O&M Sp. z o.o. | Gliwice | Poland | Martifer Renewables O&M |
- | 52.00% | 52.00% | 52.00% |
| Eviva Energy Co S.A.S | Bogota | Colombia | Eviva Energy | - | 100.00% | 100.00% | - |
1) The consolidation of these companies using the full consolidation method is a consequence of the Group having stepped shareholdings, but exercising control at each level
2) This company ceased to be fully consolidated due to the fact that Martifer Beteiligungsverwaltungs GmbH had sold its shares to Martifer Metallic Constructions SGPS (47.8 %) and to APCL Invest, SA (50 %)
COMPANIES CONSOLIDATED USING THE EQUITY METHOD
The companies consolidated using the equity method; their registered offices and the percentage of share capital held by the Group are as follows:
| SHARE CAPITAL HELD PERCENTAGE | FY 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | COUNTRY | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Metallic Construction | |||||||
| Associate companies: | |||||||
| Liszki Green Park, Sp. Zo.o | Gliwice | Poland | Liszki Green Park | - | 33.75% | 33.75% | 33.75% |
| Martifer Amal, S.A. | Nacala | Mozambique | Martifer Amal | - | 26.25% | 26.25% | 26.25% |
| Martimetal Spa | Algiers | Algeria | Martimetal | - | 36.75% | 36.75% | 36.75% |
| Joint control companies: | |||||||
| Promoquatro – Investimentos Imobiliários, Lda. |
Oliveira de Frades |
Portugal | Promoquatro | - | 37.50% | 37.50% | 37.50% |
| M City Bialystok Sp. Zo.o | Gliwice | Poland | M City Bialystok | - | 37.50% | 37.50% | 37.50% |
| M City Radom Sp. Zo.o | Gliwice | Poland | M City Radom | - | 37.50% | 37.50% | 37.50% |
| M. City Szczecin Sp. Z o.o. | Gliwice | Poland | M City Szczecin | - | 37.50% | 37.50% | 37.50% |
| CNA Chantier Naval d'Arzew , SPA | Arzew | Algeria | CNA Chantier Naval d'Arzew |
- | 36.75% | 36.75% | 36.75% |
| M City Gliwice Sp. Zo.o | Gliwice | Poland | M City Gliwice 1) | - | 37.50% | 37.50% | - |
| SHARE CAPITAL HELD PERCENTAGE | FY 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE | COUNTRY | DESIGNATION | DIRECTLY | INDIRECTLY | TOTAL | TOTAL |
| Renewables | |||||||
| Joint control companies: | |||||||
| Ventinveste, S.A. | Lisbon | Portugal | Ventinveste SA | 6.00% | 42.50% | 48.50% | 48.50% |
| Âncora Wind – Energia Eólica, S.A | Lisbon | Portugal | Âncora | - | - | - | 24.25% |
| Parque Eólico do Douro Sul, S.A. |
Lisbon | Portugal | PE Douro Sul | - | - | - | 24.25% |
| Parque Eólico de Vale do Chão, S.A. |
Lisbon | Portugal | PE Vale do Chão | - | - | - | 24.25% |
| Parque Eólico de Vale Grande. S.A. | Lisbon | Portugal | PE Vale Grande | - | 48.50% | 48.50% | 48.50% |
| SPEE 3 – Parque Eólico do Baião, S.A. |
Lisbon | Portugal | SPEE 3 | - | 50.00% | 50.00% | 50.00% |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. |
Oliveira de Frades |
Portugal | SPEE 2 | - | 50.00% | 50.00% | 50.00% |
| Parque Eólico da Penha da Gardunha, Lda. |
Oliveira de Frades |
Portugal | PE Penha da Gardunha |
- | 50.00% | 50.00% | 50.00% |
| FW Warta Sp. Z.o.o | Krakow | Poland | Warta | - | 50.00% | 50.00% | 50.00% |
| Others | |||||||
| Duelobrigatório, S.A. | Oliveira de Frades |
Portugal | Duelobrigatório | 55.00% | - | 55.00% | 55.00% |
| Martifer Solar Inc. | S. Francisco CA |
USA | Martifer Inc. 2) | - | 55.00% | 55.00% | 55.00% |
| MT Silverado Fund I LLC | S. Francisco CA |
USA | Silverado 2) | - | 31.42% | 31.42% | 31.42% |
1) This company started to be consolidated using the equity method because Martifer Beteiligungsverwaltungs GmbH had sold its shares to MMC (47.8 %) and APCL Invest, S.A (50 %).
2) In July 2016, these companies were no longer part of Martifer Solar Group and were acquired by Duelobrigatório, SA, which is 55 % owned by Martifer SGPS. However, there is a loss of control caused by this operation so they are no longer consolidated by the full method. Now these companies are consolidated by the equity method.
During the 1st half 2017 and in 2016 the changes occurred in the consolidation perimeter were the following:
INCORPORATED COMPANIES
In the 1st Half 2017:
| DURING 1ST HALF 2017 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Renewables | ||
| Subsidiary companies: | ||
| Eviva Energy Co S.A.S. | Bogota | Colombia |
In 2016:
| FY 2016 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Solar | ||
| Subsidiary companies: | ||
| RA Solar S.A.E. | Cairo | Egypt |
| Mire Solar SA de CV | Mexico City | Mexico |
| Renewables | ||
| Subsidiary companies: | ||
| Cedilhas ao Vento S.A. | Oliveira de Frades | Portugal |
| PV Sol 1 Sp. Zo.o | Krakow | Poland |
| PV Sol 2 Sp. Z o.o | Krakow | Poland |
| PV Sol 3 Sp. Z o.o | Krakow | Poland |
| Others | ||
| Associate companies: | ||
| Duelobrigatório, S.A. | Oliveira de Frades | Portugal |
ACQUIRED COMPANIES
In the 1st Half 2017:
During the 1 st half of 2017 there were no acquisitions of companies.
In 2016:
| FY 2016 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Renewables | ||
| Joint control companies: | ||
| FW Warta Sp. Z.o.o | Krakow | Poland |
SOLD / LIQUIDATED COMPANIES
In the 1st Half 2017:
| DURING 1ST HALF 2017 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Metallic Constructions | ||
| Subsidiary companies: | ||
| Martifer Slovakia S.R.O. | Bratislava | Slovakia |
| Renewables | ||
| Subsidiary companies: | ||
| Wind Farm Odrzechowa Sp. Zo.o | Gliwice | Poland |
| Eólica Cajueiro da Praia, Ltda . | Fortaleza | Brazil |
| SBER – Sociedade Brasileira de Energias Renováveis, Ltda. | Fortaleza | Brazil |
| Joint control companies: | ||
| Âncora Wind – Energia Eólica, S.A | Lisbon | Portugal |
| Parque Eólico do Douro Sul, S.A. | Lisbon | Portugal |
| Parque Eólico de Vale do Chão, S.A. | Lisbon | Portugal |
In 2016:
| FY 2016 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Metallic Constructions | ||
| Subsidiary companies: | ||
| Martifer Aluminium Pty, Ltd | Sydney | Australia |
| Solar | ||
| Subsidiary companies: | ||
| Martifer Solar Canada, Ltd. | Toronto | Canada |
| Martifer Solar, S.A. | Oliveira de Frades | Portugal |
| Martifer Solar Sistemas Solares, S.A. | Madrid | Spain |
| Solar Parks Construccion Parques Solares ETVE, S.A. | Madrid | Spain |
| MTS Solar Sistemas Solares, S.A. | Mexico City | Mexico |
| Martifer Solar Chile Holding, Lda | Santiago | Chile |
| Mencey Solar SpA | Santiago | Chile |
| Dehesa Solar SpA | Santiago | Chile |
| Martifer Solar Servicios México | Mexico City | Mexico |
| Martifer Solar S.R.L. | Milan | Italy |
| MTS1 S.R.L. | Syracuse | Italy |
| MTS2 S.R.L. | Syracuse | Italy |
| FY 2016 | HEAD OFFICE | COUNTRY |
|---|---|---|
| Martifer Solar RO S.R.L. | Bucharest | Romania |
| Martifer Solar Inc. | S. Francisco, CA | USA |
| MT Silverado Fund I LLC | S. Francisco, CA | USA |
| Martifer Solar Hellas, A.T.E. | Athens | Greece |
| Martifer Solar Angola | Luanda | Angola |
| Martifer Solar N.V. | Deerlijk | Belgium |
| Martifer Solar UK Limited | London | United Kingdom |
| MTS Exbury Solar Limited | London | United Kingdom |
| MTS Manton Manor Solar Limited | London | United Kingdom |
| MTS Stud Farm Solar Limited | London | United Kingdom |
| MTS Penderi Solar Limited | London | United Kingdom |
| Martifer Solar S.A.S. | Lyon | France |
| Home Energy France SAS | Lyon | France |
| PVGlass S.r.l. | Milan | Italy |
| MPrime Solar Solutions, S.A. | Oliveira de Frades | Portugal |
| Sol Cativante, Lda. | Sever do Vouga | Portugal |
| Martifer Solar Investments, B.V. | Amsterdam | Netherlands |
| MTS6 S.R.L. | Syracuse | Italy |
| Martifer Solar SK s.r.o. | Dolny Kubin | Slovakia |
| Ginosa Solar Farm, S.R.L. | Rome | Italy |
| Solar Spritehood S.R.L | Rome | Italy |
| Steadfast Fairview Solar, Ltd | Andover | United Kingdom |
| Martifer Solar UA, LLC | Kiev | Ukraine |
| Inspira Martifer Solar Limited | Mumbai | India |
| Societé Developpement Local SA | Dakar | Senegal |
| Martimak Solar | Besiktas | Turkey |
| Martiper Solar | Besiktas | Turkey |
| Martifer Solar Lasout | Lyon | France |
| Martifer Solar Parrou | Lyon | France |
| Martifer Solar Parroc | Lyon | France |
| Martifer Solar Singapura PTE. LTD. | Singapore | Singapore |
| Martifer Solar Japan KK | Tokyo | Japan |
| Solariant Portfolio GK One | Tokyo | Japan |
| EVIVA SOLAR 1 LTD | Athens | Greece |
| EVIVA SOLAR 2 LTD | Athens | Greece |
| Khepri Solar B.V._NL | Amsterdam | Netherlands |
| RA Solar S.A.E | Cairo | Egypt |
| Martifer Solar MZ, S.A. | Maputo | Mozambique |
| Greencoverage Unipessoal, Lda. | Oliveira de Frades | Portugal |
| Martifer Solar, Ltda | Pindamonhangaba | Brazil |
| Visiontera Unipessoal, Lda | Oliveira de Frades | Portugal |
| Martifer Solar Middle East | Dubai | United Arab Emirates |
| Believe in Bright Unipessoal, LDA. | Oliveira de Frades | Portugal |
| Associate Companies: | ||
| Parque Solar Seseña I, S.L. | Madrid | Spain |
| Empresa de Energia Renovable Maria del Sol Norte S.A. | Santiago | Chile |
| MSN Solar Uno SpA | Santiago | Chile |
| MSN Solar Dos SpA | Santiago | Chile |
| FY 2016 | HEAD OFFICE | COUNTRY |
|---|---|---|
| MSN Solar Tres SpA | Santiago | Chile |
| MSN Solar Cuatro SpA | Santiago | Chile |
| MSN Solar Cinco SpA | Santiago | Chile |
| Martifer Solar Canadá, Ltd. | Toronto | Canada |
| Mire Solar SA de CV | Mexico City | Mexico |
| Renewables | ||
| Subsidiary companies: | ||
| Martifer Renewables Pty, Ltd. | Sydney | Australia |
| Martifer Renewables Investments ETVE, S.A. | Madrid | Spain |
| Martifer Renewables Brazil B.V. | Amsterdam | Netherlands |
| Associate Companies: | ||
| Parque Eólico do Cabeço Norte, S.A. | Lisbon | Portugal |
| Parque Eólico do Pinhal do Oeste, S.A. | Lisbon | Portugal |
| Parque Eólico do Planalto, S.A. | Lisbon | Portugal |
| Parque Eólico da Serra do Oeste, S.A. | Lisbon | Portugal |
| Parque Eólico de Torrinheiras, S.A. | Lisbon | Portugal |
CHANGES IN THE CONSOLIDATION METHOD
In the 1st Half 2017:
M City Gliwice Sp. Zo.o - from full consolidation method to equity method. This company ceased to be fully consolidated because Martifer Beteiligungsverwaltungs GmbH had sold its shares to Martifer Metallic Constructions SGPS (47.8 %) and APCL Invest, SA (50 %), and the last one doesn't belong to Martifer Group.
In 2016:
Martifer Solar Inc. and MT Silverado Fund LLC - from full consolidation method to equity method. In July 2016 these companies stopped being part of the Martifer Solar Group and were acquired by Duelobrigatório, S.A., 55 % owned by Martifer SGPS, but there was a loss of control in the scope of this operation.
OTHER CHANGES IN THE CONSOLIDATION PERIMETER
In the 1st Half 2017:
Cedilhas ao Vento S.A. – Shared capital is now held by Martifer Renewables Italy BV by 91 %, by Martifer Renewables Brasil Ltda by 5 % and by MSPAR Energia e Participações, SA by 4 %. In 2016 Cedilhas ao Vento S.A. was 100 % owned by Martifer Renewables Italy BV.
In 2016:
Martifer Energy Systems SGPS, S.A. and Martifer Global SGPS, S.A. were merged into Martifer Metallic Constructions SGPS, S.A. and as a consequence the first two were extinguished.
FW Warta Sp. Z.o.o - increase in shareholding from 25 % to 50 %.
The companies Martifer Inovação e Gestão, S.A., Martifer Gestão de Investimentos, S.A., Nagatel Viseu - Promoção Imobiliária, S.A. and Gebox, S.A. were merged into Martifer Construções Metalomecânicas, S.A., and as a consequence the first four were extinguished.
Duelobrigatório, S.A. - was 100 % owned by Martifer SGPS which subsequently sold 45 %, with 55 % of the latter being held.
Despite the sale of the 55 % stake held in Martifer Solar, S.A., its entities in the US will continue to be owned by Martifer Group (owned by the company Duelobrigatório).
3. OPERATIONAL SEGMENTS
The Group bases its disclosure of information on the main segments of its internal organisation for management purposes.
The Group is organised in three business areas: 'Metallic Constructions', 'Naval Industry' and 'Renewables' and all are coordinated and supported by Martifer SGPS.
The 'Metallic Constructions' business area includes all the construction activities involving metal mechanical constructions, aluminium and glass façades and infrastructures for oil & gas. 'Naval Industry' includes shipbuilding, ship repair services and ship reconversions. The 'Renewables' segment includes the promotion and development of renewable energy projects, with special emphasis on the wind sector.
Until 2016, the 'Metallic Constructions' segment included 'Naval Industry', but considering the characteristics of this industry and the weight it already has in the Group's total activity, from 2017 onwards it became an operating segment itself and was reported as such. Martifer Metallic Constructions, SGPS, S.A. remains as the sub holding aggregator of the operational segments 'Metallic Constructions' and 'Naval Industry'. The information for 2016 has been disaggregated to allow its comparability with the 2017 information.
The amounts presented in 'Others' are related to the services rendered by Martifer SGPS, S.A..
The accounting policies used in the preparation of the information by each business segment is the same as the ones used in the preparation of the attached financial statements (Note 1).
On 30th June 2017 and 2016, the breakdown of sales and services rendered by operational segments is as follows:
| SALES TO EXTERNAL CUSTOMERS | INTERSEGMENT SALES | TOTAL | ||||
|---|---|---|---|---|---|---|
| 6M' 2017 | 6M' 2016 | 6M' 2017 | 6M' 2016 | 6M' 2017 | 6M' 2016 | |
| Metallic Constructions | 57,144,999 | 74,424,570 | 8,243,683 | 6,823,895 | 65,388,682 | 81,248,465 |
| Naval Industry | 30,452,264 | 18,041,060 | 507,181 | 531,502 | 30,959,445 | 18,572,562 |
| Renewables | 6,116,267 | 5,368,167 | 400,488 | 325,744 | 6,516,755 | 5,693,911 |
| Others | - | - | 250,640 | 541,564 | 250,640 | 541,564 |
| 93,713,529 | 97,833,797 | 9,401,992 | 8,222,705 | 103,115,522 | 106,056,503 | |
| Intersegment eliminations | (9,401,991) | (8,222,706) | ||||
| 93,713,531 | 97,833,797 |
Sales and services rendered to external customers, by geographical origin and by segment were as follows on 30th June 2017 and 2016:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Iberian Peninsula | ||
| Metallic Constructions | 18,110,235 | 31,315,211 |
| Naval Industry | 30,452,264 | 18,041,060 |
| Renewables | 2,301,211 | 2,122,021 |
| Central Europe | ||
| Metallic Constructions | 13,217,742 | 24,154,288 |
| Renewables | 3,021,693 | 2,935,124 |
| Other markets | ||
| Metallic Constructions | 25,817,021 | 18,955,071 |
| Renewables | 793,363 | 311,023 |
| 93,713,531 | 97,833,797 |
In the 1 st half of 2017, the sales and services rendered decreased by around 4 million euros compared to the same period last year. There was a reduction of around 23 % in Metallic Constructions, due to the slowdown of activity in some geographies, especially in Portugal, in Angola and in Romania, combined with the delay in starting new projects in France and in the United Kingdom, despite the fact that there was an increase in activity in Saudi Arabia. During the 1 st half of 2016, there was a significant activity in Portugal due to the implementation of the Âncora Wind project and the Faro Airport, hence the sales and services rendered were significantly higher in this period.
On 30th June 2017 and 2016 the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA) and earnings before interest and taxes (EBIT) by primary segments were as follows:
| EBITDA | EBIT | |||
|---|---|---|---|---|
| 6M' 2017 | 6M' 2016 | 6M' 2017 | 6M' 2016 | |
| Metallic Constructions | (1,785,563) | (234,328) | (3,064,154) | (2,214,571) |
| Naval Industry | 3,435,509 | 1,819,585 | 3,026,473 | 1,419,797 |
| Renewables | 1,382,909 | 2,410,461 | (11,952,241) | (960,479) |
| Others | (68,370) | 407,556 | (588,870) | (141,843) |
| 2,964,485 | 4,403,275 | (12,578,792) | (1,897,095) |
In the 1 st half of 2017, the consolidated EBITDA recorded a positive value of 3 million euros, for which contributed the Naval Industry segment with 3.4 million euros and the Renewables segment with 1.4 million euros. The decrease in EBITDA in Metallic Constructions is due to the sale of 50 % of the subsidiary M-City Gliwice in Poland and due to the reduction in activity and the exchange rate effect in Angola. The increase in the Naval Industry is mainly due to the positive variation of the volume of activity and the increase of efficiency, reflecting a period of marked growth that the activity crosses nowadays. In what concerns Renewables, the EBITDA results from the activity of solar parks and wind farms in operation in Spain and Romania.
The Renewables segment registered in the 1 st half of 2017 impairment of tangible fixed assets for the assets Babadag 1 and Babadag 2 (in Romania) wind farms amounting to around 9 million euros as a result of public regulatory changes in Romania, with impact on its EBIT.
The Group's capital expenditures (acquisition of tangible and intangible assets) and depreciation/amortizations, by operating segments, until 30th June 2017 and 2016 were as follows:
| CAPITAL EXPENDITURES | AMORTIZATIONS | |||
|---|---|---|---|---|
| 6M' 2017 | 6M' 2016 | 6M' 2017 | 6M' 2016 | |
| Metallic Constructions | 71,767 | 151,309 | 1,783,203 | 2,214,880 |
| Naval Industry | 4,562 | 170,568 | 409,036 | 399,788 |
| Renewables | 1,048,886 | 1,339,757 | 2,906,485 | 3,033,419 |
| Others | - | - | 500 | 1,290 |
| 1,125,215 | 1,661,634 | 5,099,223 | 5,649,377 |
4. SALES AND SERVICES RENDERED
On 30th June 2017 and 2016, the breakdown of sales and services rendered was as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Revenue from the sale of goods and merchandise | 42,924,314 | 58,157,496 |
| Services rendered | 50,789,217 | 39,676,301 |
| 93,713,531 | 97,833,797 |
5. OTHER INCOME
On 30th June 2017 and 2016 the breakdown of the caption 'Other income' is as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Change in production | 223 | (710) |
| Taxes | 148,534 | 13,409 |
| Reversals of impairment losses: | ||
| Trade debtors | 14,330 | 61,991 |
| Other impairment losses | 4,358 | - |
| Supplementary income | 285,499 | 2,106,616 |
| Capital gains in non-financial assets | 402,704 | 801,983 |
| Operating subsidies | 8,452 | 4,972 |
| Investment subsidies | 26,374 | 181,428 |
| Foreign exchange gains | 1,216,891 | 5,122,696 |
| Other operational gains | 692,755 | 630,968 |
| Total | 2,800,121 | 8,923,353 |
The item 'Supplementary Income' on 30th June 2016 is mainly due to income obtained from the Metallic Constructions segment in Portugal.
The caption 'foreign exchange gains' is related with exchange variations in non-financial transactions, mainly in non-Euro Zone Group companies (Note 1).
The caption 'Other operational gains' during the 1 st half of 2017 mainly includes revenues from the Metallic Constructions area, with contributions from Romania and Saudi Arabia.
6. COST OF GOODS SOLD
On 30th June 2017 and 2016 the cost of goods sold was as follows:
| 6M' 2017 | |
|---|---|
| Opening balance | 5,575,577 |
| Purchases | 38,308,689 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | (5,978,140) |
| Closing balance | 8,486,761 |
| 29,419,366 |
| 6M' 2016 | |
|---|---|
| Opening balance | 5,712,906 |
| Purchases | 32,751,563 |
| Changes in the consolidation perimeter, currency exchange differences, transfers and others | (3,619,387) |
| Closing balance | 7,222,684 |
| 27,622,399 |
7. SUBCONTRACTORS
On 30th June 2017 and 2016 the caption 'subcontractors' was as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Subcontractors | 25,744,095 | 28,609,206 |
| 25,744,095 | 28,609,206 |
The subcontracts are essentially related to construction works carried out in the 'Metallic Constructions' and 'Naval Industry' segments.
8. EXTERNAL SUPPLIES AND SERVICES
On 30th June 2017 and 2016 the external supplies and services are as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Transportation of goods | 1,916,115 | 1,712,220 |
| Specialized works | 3,644,401 | 6,816,798 |
| Leases and rents | 2,618,660 | 3,753,041 |
| Service Fees | 1,384,582 | 1,015,447 |
| Travelling expenses | 726,350 | 777,904 |
| Electricity and Fuel | 1,265,193 | 1,306,765 |
| Insurance | 847,256 | 827,740 |
| Maintenance and repairs | 748,563 | 775,535 |
| Communications | 210,797 | 250,454 |
| Security | 434,713 | 423,064 |
| Legal and notarial fees | 197,895 | 79,565 |
| Commissions | 109,152 | 145,173 |
| Advertising | 197,089 | 52,749 |
| Cleaning, health and safety | 230,955 | 178,133 |
| Tools and devices | 113,822 | 219,820 |
| Others | 399,581 | 587,325 |
| 15,045,124 | 18,921,733 |
In general, there was a decrease in external supplies and services as a result of the decrease in activity in the 1 st half of 2017, especially relating to rents and leases and specialized work.
Specialized works include costs with auditing, consulting, information systems, studies and reports.
9. STAFF COSTS
On 30th June 2017 and 2016, staff costs were as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Salaries | 13,725,657 | 15,463,565 |
| Social contributions and others | 3,751,928 | 4,070,628 |
| 17,477,585 | 19,534,193 |
The social charges relate primarily to social security contributions, to the food and health subsidies, insurance costs and indemnities.
10. OTHER EXPENSES
On 30th June 2017 and 2016, the caption 'Other expenses' was as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Taxes | 868,230 | 721,749 |
| Impairment losses: | ||
| Trade debtors | 699,692 | 8,405 |
| Other impairment losses | - | (548,109) |
| Losses in non-financial assets | 808,818 | 132,942 |
| Foreign exchange losses | 2,495,560 | 6,895,889 |
| Fines and penalties | 41,595 | 24,094 |
| Other operational losses | 949,103 | 431,375 |
| Total | 5,862,998 | 7,666,344 |
The caption 'Foreign exchange losses' is related with exchange variations in non-financial transactions, mainly in non-Euro Zone Group companies (Note 1). In June 2017 the geographies that most contributed to the significant value of exchange losses were Angola and Saudi Arabia.
The caption 'Losses in non-financial assets' essentially regards the loss resulting from the sale of 50 % of M City Gliwice Sp. Zo.o to APCL Invest, S.A.
11. PROVISIONS AND IMPAIRMENT LOSSES
The provisions and impairment losses during the six-month periods ended on 30th June 2017 and 2016 were as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Impairment losses | ||
| in financial assets | - | 285,122 |
| In intangible assets | 8,631 | - |
| In tangible fixed assets | 10,345,686 | 2,899,567 |
| 10,354,317 | 3,184,689 | |
| Provisions (Note 24) | ||
| Arising from the use of the equity method | - | (1,465,053) |
| Onerous contracts | (1,294,066) | 131,529 |
| Others | 1,383,804 | (1,200,171) |
| 89,737 | (2,533,696) |
The impairment losses on tangible fixed assets recorded in the 1 st half of 2017 are essentially related to the Renewables segment and regard Babadag 1 and Babadag 2 wind farms (in Romania) amounting to about 9 million euros as a result of public regulatory changes in Romania in the 1 st half of 2017.
12. NET FINANCIAL RESULTS
The net financial results for the periods ended on 30th June 2017 and 2016 can be analysed as follows:
| FINANCIAL INCOME | 6M' 2017 | 6M' 2016 |
|---|---|---|
| Loans and accounts receivable (including bank deposits) | ||
| - Interest income | 340,584 | 1,224,126 |
| Other financial income related to other financial assets | ||
| - Foreign exchange gains | 925,915 | 675,342 |
| - Gains on the sale of financial assets | 315 | 4,827,637 |
| - Other financial income | 9,576,477 | 21,693 |
| 10,843,292 | 6,748,798 | |
| FINANCIAL EXPENSES | 6M' 2017 | 6M' 2016 |
| Loans and accounts payable | ||
| - Interest expenses in bank loans and in finance leases | 2,559,090 | 2,829,862 |
| Other financial income related to other financial liabilities | ||
| - Foreign exchange losses | 732,337 | 2,555,344 |
| - Other financial expenses | 781,594 | 1,019,179 |
| 4,073,022 | 6,404,384 |
The captions 'foreign exchange gains / losses' are related with exchange variations in financial transactions, mainly in non-Euro Zone Group companies (Note 1).
The caption 'Gains on the sale of financial assets' in the 1st half 2016 is mainly related with the sale of the share in the company Greenvouga and with the additional receipt from the sale of Eviva Gizalki Sp. Zo.o., which was sold in 2015.
13. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS
On 30th June 2017 and 2016, the gains and losses in associated companies and joint-ventures were as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Equity Method: | ||
| Parque Eólico da Penha da Gardunha, Lda. | (10,850) | - |
| Ventinveste, S.A. | 19,349,279 | - |
| SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. | 246,929 | 466,131 |
| SPEE 3 – Parque Eólico do Baião, S.A. | 122,114 | 147,410 |
| Liszki Green Park, Sp. Zo.o. | (2,616,837) | - |
| M-City Szczecin | (5,210) | - |
| M City Bialystok Sp. Zo.o. | (297) | - |
| M City Radom Sp. Zo.o. | (1,106) | - |
| M City Gliwice Sp. Zo.o. | (333) | - |
| Promoquatro | 2,493 | - |
| Martifer Amal | 241,383 | - |
| Martimetal | (294,362) | (868,907) |
| Warta | (18,687) | (6,985) |
| CNA Chantier Naval d'Arzew, SPA | (31,186) | - |
| 16,983,328 | (262,351) | |
| Others: | ||
| Provision of Duelobrigatório, SA. | (5,250,000) | - |
| (5,250,000) | - | |
| 11,733,328 | (262,351) |
The amount recorded in Ventinveste, S.A. results essentially from the gain on the sale of wind farm projects during the 1 st half of 2017.
The information on associate companies and joint ventures is included in Note 16.
14. INCOME TAX
On 30th June 2017 and 2016, the reconciliation between current tax and income tax of each period is summarized as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Current tax | 1,427,970 | 948,031 |
| Deferred tax - tax loss recognition | - | 225,530 |
| Deferred tax | - | 225,530 |
| Income tax | 1,427,970 | 1,173,561 |
15. EARNINGS PER SHARE
Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.
Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is necessary to determine whether these stock options, independently of being or not exercisable, are diluted, which happens when the exercise price of the opting is lower than the average market price of the shares.
Since the average market price of Martifer's shares, during the period between 1st January 2017 and 30th June 2017 was 0.25 euros, below that of the exercise price of the stock options (3.84 euros), these stock options are non-diluting because, if the options were to be exercised, the number of outstanding shares would be reduced.
Therefore, on 30th June 2017 there is no difference between the basic and diluted earnings per share. The share capital of Martifer SGPS, SA is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of 50,000,000 euros.
The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.
On 30th June 2017 and 2016, the basic and diluted earnings per share can be summarised as follows:
| 6M' 2017 | 6M' 2016 | |
|---|---|---|
| Profit for the year (I) | 5,678,227 | (3,238,863) |
| Weighted average number of shares outstanding (II) | 97,784,090 | 97,784,090 |
| Basic and diluted earnings per share (I) / (II) | 0.0581 | (0.0331) |
| from continuing operations | 0.0581 | (0.0134) |
| from Assets held for sale | - | (0.0198) |
16. FINANCIAL ASSETS UNDER THE EQUITY METHOD
On 30th June 2017 and on 31st December 2016, the financial assets under the equity method were as follows:
| % SHARES HELD |
TOTAL EQUITY WITHOUT SUPPLEMENTARY CAPITAL |
FINANCIAL ASSETS UNDER EQUITY METHOD |
SUPPLEMENTARY CAPITAL |
SUPPLEMENTARY CAPITAL IMPAIRMENTS |
NET PROFIT | 30th JUNE 2017 |
|
|---|---|---|---|---|---|---|---|
| 30th JUNE 2017 | |||||||
| Martimetal, SPA | 49.00% | 812,091 | 397,924 | - | - | (600,739) | 397,924 |
| SPEE 3 - Parque eólico de Baião, S.A. |
50.00% | 1,702,790 | 851,395 | - | - | 244,229 | 851,395 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, S.A. |
50.00% | 4,026,095 | 2,013,047 | - | - | 493,858 | 2,013,047 |
| Martifer Amal, S.A. (Mozambique) | 35.00% | (657,710) | - | 949,728 | (230,199) | 689,667 | 719,529 |
| FW Warta Sp. Z.o.o.1) | 50.00% | (83,145) | 625,668 | - | - | (37,374) | 625,668 |
| Ventinveste, S.A. | 48.50% | 33,427,021 | 16,212,105 | - | - | 39,895,420 | 16,212,105 |
| CNA Chantier Naval d'Arzew, SPA |
49.00% | 5,015,744 | 933,007 | - | - | (63,644) | 933,007 |
| M City Gliwice Sp. Zo.o | 50.00% | 1,505,981 | 753,232 | - | - | (667) | 753,232 |
| Duelobrigatório, S.A. 2) | 55.00% | 6,882,838 | - | 4,950,000 | (4,950,000) | (258,954) | - |
| 22,505,908 |
| % SHARES HELD |
TOTAL EQUITY WITHOUT SUPPLEMENTARY CAPITAL |
FINANCIAL ASSETS UNDER EQUITY METHOD |
SUPPLEMENTARY CAPITAL |
SUPPLEMENTARY CAPITAL IMPAIRMENTS |
NET PROFIT | 31st DECEMBER 2016 |
|
|---|---|---|---|---|---|---|---|
| 31st DECEMBER 2016 | |||||||
| Martimetal, SPA | 49.00% | 1,468,549 | 719,589 | - | - | (2,523,179) | 719,589 |
| SPEE 3 - Parque eólico de Baião, S.A. |
50.00% | 1,458,562 | 729,281 | - | - | 367,320 | 729,281 |
| SPEE 2 - Parque eólico de Vila Franca de Xira, S.A. |
50.00% | 3,532,237 | 1,766,118 | - | - | 1,026,575 | 1,766,118 |
| Martifer Amal, S.A. (Mozambique) | 35.00% | (1,256,104) | - | - | - | (1,332,201) | - |
| FW Warta Sp. Z.o.o.1) | 50.00% | 25,359 | 616,411 | - | - | (18,570) | 616,411 |
| Ventinveste, S.A. | 48.50% | (6,576,513) | - | - | - | (1,105,308) | - |
| CNA Chantier Naval d'Arzew, SPA |
49.00% | 2,076,549 | 1,017,509 | - | - | (70,079) | 1,017,509 |
| Duelobrigatório, S.A. 2) | 55.00% | 9,121,619 | - | - | - | 1,103,917 | - |
| 4,848,908 |
1) The amount of the financial investment includes Goodwill of 667,240 euros on 30th June 2017 and of 639,342 euros on 31st December 2016.
2) At the end of 2016, the Group's holding in Duelobrigatório SA was considered totally impaired by prudence, since no return is expected due to the uncertainty on the recovery of its US investment.
In 2016, the acquisition of FW Warta, the incorporation of CNA Chantier Naval d'Arzew and the constitution of the company Duelobrigatório (that holds US companies in the Solar segment that were not sold to Voltalia Group) stand out. In the case of Duelobrigatório, although Martifer SGPS, SA owns 55 % of its share capital, the control is shared with the other shareholder as a result of a shareholder agreement. During the 1st half of 2017, M City Gliwice Sp. Zo.o. started to be consolidated using the equity method (Note 2).
On 30th June 2017 and on 31st December 2016, the movements occurred in this caption were as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Opening balance | 4,848,908 | 3,150,644 |
| Supplementary Capital Reclassification 1) | 1,232,806 | - |
| Acquisition of Warta | - | 607,200 |
| Constitution of CNA Chantier Naval d'Arzew | - | 1,017,509 |
| Constitution of Duelobrigatório, S.A. | - | 27,500 |
| Change in the consolidation method of Duelobrigatório, S.A. | - | 4,382,237 |
| Change in the consolidation method of M City Gliwice Sp. Zo.o | 761,544 | - |
| Application of the equity method: | - | - |
| - From performance in results | 16,184,145 | 24,120 |
| - Other equity changes | (211,315) | 622,443 |
| Supplementary Capital Payments / Receipts | (805,000) | - |
| Effect of foreign currency exchange differences | 251,511 | - |
| Other changes | 33,870 | 34,146 |
| Impairments movements | 209,438 | (5,016,891) |
| Closing Balance | 22,505,908 | 4,848,908 |
1) Supplementary Capital and respective impairments in 2016 were reported under "Trade Receivables and Other Receivables" and in 2017 are being reported under "Financial Investments under the Equity Method" (Note 18).
17. INVESTMENTS AVAILABLE FOR SALE
On 30th June 2017 and on 31st December 2016, the investments available for sale were as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Non-current financial investment | 6,049,286 | 5,811,911 |
| Others | 197,808 | 197,883 |
| 6,247,095 | 6,009,794 |
On 30th June 2017 and on 31st December 2016, the movement occurred in the caption 'Investments available for sale' was as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Opening balance | 6,009,794 | 4,266,234 |
| Additions | 336,602 | 2,182,640 |
| Reductions | (498,912) | (32,127) |
| Impairments | 437,500 | (437,500) |
| Transfers | - | 386 |
| Others | (37,889) | 30,162 |
| Closing balance | 6,247,095 | 6,009,794 |
The reversal on the item 'Impairments' refers to an investment in Muki Solar, which was sold in the 1 st semester 2017.
The available for sale investments do not have a defined maturity.
18. TRADE RECEIVABLES AND OTHER RECEIVABLES
The detail of the caption 'trade and other receivables', for the periods ended on 30th June 2017 and on 31st December 2016 was as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30th JUNE 2017 | 31st DECEMBER 2016 | 30th JUNE 2017 | 31st DECEMBER 2016 | |
| Cost: | ||||
| Trade receivables: | ||||
| Trade receivables | 8,615,170 | 986,711 | 67,502,793 | 69,433,660 |
| Notes receivables | - | - | 2,193,153 | 2,592,288 |
| Doubtful trade receivables | - | - | 10,266,135 | 12,027,004 |
| 8,615,170 | 986,711 | 79,962,081 | 84,052,952 | |
| Other receivables: | ||||
| Related companies | 12,169,489 | 37,161,933 | 5,627,891 | 12,885,499 |
| Advances to suppliers | - | - | 6,040,502 | 7,143,788 |
| Others | 3,956,382 | 4,057,587 | 39,005,797 | 40,389,012 |
| 16,125,871 | 41,219,520 | 50,674,190 | 60,418,299 | |
| 24,741,041 | 42,206,231 | 130,636,271 | 144,471,251 |
Impairment losses in accounts receivables were as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30th JUNE 2017 | 31st DECEMBER 2016 | 30th JUNE 2017 | 31st DECEMBER 2016 | |
| Accumulated impairment losses: | ||||
| Trade receivables | - | - | 13,610,946 | 12,960,676 |
| Other receivables | 3,715,273 | 9,444,838 | 19,826,168 | 19,759,566 |
| 3,715,273 | 9,444,838 | 33,437,114 | 32,720,242 | |
| Carrying amount - trade receivables | 8,615,170 | 986,711 | 66,351,134 | 71,092,276 |
| Carrying amount - other receivables | 12,410,598 | 31,774,682 | 30,848,021 | 40,658,733 |
| Total | 21,025,768 | 32,761,393 | 97,199,155 | 111,751,009 |
Supplementary Capital and respective impairments in 2016 were reported under "Trade Receivables and Other Receivables" and in 2017 they are being reported under "Financial Investments under the Equity Method" (Note 16).
19. OTHER CURRENT ASSETS
On 30th June 2017 and on 31st December 2016, the breakdown of the caption 'Other current assets' was as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Accrued income: | ||
| Construction contracts | ||
| Cost | 14,994,784 | 19,043,532 |
| Impairment losses | (2,427,754) | (2,296,136) |
| Carrying amount | 12,567,030 | 16,747,396 |
| Interest to be received | 412,767 | 263,615 |
| Other accrued income | 9,056,247 | 6,006,799 |
| 22,036,044 | 23,017,810 | |
| Prepayments: | ||
| Insurance | 772,576 | 557,620 |
| Financial expenses | 201,159 | 201,159 |
| Rents | 48,841 | 176,633 |
| Other prepayments | 563,826 | 1,188,376 |
| Deferred Cost - Work in Progress | 3,636,452 | - |
| 5,222,854 | 2,123,788 | |
| Other (current) financial assets | 1,640,588 | 678,811 |
| 28,899,486 | 25,820,407 |
The caption 'Deferred Cost - Work in Progress' refers essentially to invoices related with construction contracts but whose work has not yet been carried out or the material was invoiced but not yet entered the manufacturing process.
20. NON-CURRENT ASSETS HELD FOR SALE AND LIABILITIES ASSOCIATED WITH THE ASSETS
Martifer SGPS, SA decided in September 2014, to focus the Group's activity in Metallic Constructions (steel structures, aluminium and glass façades, oil & gas infrastructures and naval industry) and fulfil the active sale plan of its 55 % share of Martifer Solar. As the sale was highly likely, Martifer Solar's assets and liabilities were classified as "non-current assets held for sale" and "liabilities associated to non-current assets held for sale" respectively, being Martifer Solar's Net Profit presented as "result of discontinued operations".
In August 2016, Martifer Solar, SA and its subsidiaries were sold to Voltalia Group, except for Martifer Solar Inc. and Martifer Silverado Fund LLC. These two companies became part of the company Duelobrigatório, SA in July 2016. Duelobrigatório is 55 % owned by Martifer SGPS, and for which there is shared control with the shareholder holding the remaining 45 %. Thus, both on 30th June 2017 and on 31st December 2016 there were no non-current assets held for sale.
The detail of the results of the assets held for sale in the 1st half of 2017 and 2016 was as follows:
| 6M' 2017 (NON-AUDITED) |
6M' 2016 (NON-AUDITED) |
|
|---|---|---|
| Sales and services rendered | - | 42,980,875 |
| Other income | - | 2,028,889 |
| Cost of goods sold | - | (23,419,821) |
| Subcontractors | - | (4,880,888) |
| External supplies and services | - | (11,810,654) |
| Staff costs | - | (5,610,727) |
| Other operational gains and losses | - | (985,194) |
| - | (1,697,520) | |
| Amortizations | - | (1,068,730) |
| Provisions and impairment losses | - | 584,603 |
| Operating income | - | (2,181,647) |
| Financial income | - | 1,110,926 |
| Financial expenses | - | (3,016,065) |
| Gains / (losses) on associate companies and joint arrangements | - | 24,127 |
| Profit before tax | - | (4,062,659) |
| Income tax | - | 406,373 |
| Profit for the year | - | (3,656,285) |
| Attributable to: | ||
| non-controlling interests | - | (1,723,133) |
| owners of Martifer | - | (1,933,152) |
21. EQUITY
Share capital
Martifer SGPS, SA's share capital, fully subscribed and paid on 30th June 2017, amounts to 50,000,000 euros and is represented by 100,000,000 bearer shares with a nominal value of 50 euro cents each. All shares have the same rights, one vote per share. During the 1st half of 2017 and of 2016, no movements occurred in the number of shares of the Group.
During the 1st half of 2017 and of 2016, Martifer SGPS, S.A. did not acquire any shares. The Group held 2,215,910 treasury shares, corresponding to 2.22 % of its capital.
On 30th June 2017, the share capital of Martifer SGPS, S.A. was held 42.41 % by I'M SGPS, S.A., 0.65 % by two board members related with I'M SGPS, S.A., 37.5 % by Mota-Engil SGPS, S.A. and 2.22 % are treasury shares. The remaining 17.22 % represents free-float listed in Euronext Lisbon.
Non-controlling interests
Movements in the non-controlling interests are as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Opening balance | (30,169,515) | (28,377,206) |
| Net Profit | (1,181,390) | (16,267,343) |
| Other changes in equity | (279,106) | (481,923) |
| Changes in the consolidation perimeter | 25,293 | 15,044,551 |
| Others | (160,195) | (87,594) |
| (31,764,914) | (30,169,515) |
The detail of the main non-controlling interests can be analysed as follows:
| % NON-CONTROLLING INTERESTS | 31st DECEMBER 2016 | ||||
|---|---|---|---|---|---|
| 30th JUNE 2017 | 31st DECEMBER 2016 | 30th JUNE 2017 | |||
| Metallic Constructions | |||||
| Martifer – Construções Metálicas Angola, S.A. | 40.94% | 40.94% | 1,092,178 | 2,139,684 | |
| Martifer Alumínios Angola, S.A. | 25.00% | 25.00% | 526,582 | 576,060 | |
| Martifer Constructions, SAS | 25.00% | 25.00% | (1,215,826) | (1,196,621) | |
| Martifer UK Limited | 25.00% | 25.00% | (1,586,662) | (1,711,642) | |
| Martifer Polska Sp. Zo.o. | 25.00% | 25.00% | (2,396,087) | (2,361,131) | |
| Martifer Konstrukcje Sp. z o.o. | 25.00% | 25.00% | (2,084,253) | (2,080,475) | |
| Martifer - Construções Metalomecânicas, S.A. | 25.00% | 25.00% | (19,589,171) | (19,270,633) | |
| Martifer Metallic Constructions SGPS, S.A. | 25.00% | 25.00% | 2,727,740 | 3,319,650 | |
| Martifer Romania SRL | 24.50% | 24.50% | (4,242,448) | (4,046,921) | |
| Martifer Energia S.R.L. | 25.00% | 25.00% | (673,932) | (767,491) | |
| Martifer Wind Energy Systems LLC | 25.00% | 25.00% | (2,812,570) | (2,812,661) | |
| Saudi Martifer Constructions LLC | 25.00% | 25.00% | 595,139 | 504,424 | |
| Other non-controlling interests | - | - | (1,459,045) | (1,719,124) | |
| Naval Industry | |||||
| Navalria – Docas, Construções e Reparações Navais, S.A. | 25.00% | 25.00% | (2,029,273) | (2,012,155) | |
| West Sea-Estaleiros Navais,Lda | 25.00% | 25.00% | 1,450,932 | 1,029,521 | |
| Renewables | |||||
| Martifer Renováveis - Geração de Energia e Participações S.A. | 45.00% | 45.00% | 110,343 | 457,683 | |
| Other non-controlling interests | - | - | (178,564) | (217,683) | |
| (31,764,914) | (30,169,515) |
22. BORROWINGS
On 30th June 2017 and on 31st December 2016 the borrowings can be analysed as follows:
| 30th JUNE 2017 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 11,552,706 | 13,859,509 | 137,221,380 | 72,443,711 | 235,077,306 |
| Bank overdrafts | 711,367 | - | - | - | 711,367 |
| Authorized overdrafts | 3,303,829 | - | - | - | 3,303,829 |
| Other borrowings: | |||||
| Other borrowings | 528,715 | 11,166 | 548,874 | 286,140 | 1,374,895 |
| 16,096,617 | 13,870,675 | 137,770,254 | 72,729,851 | 240,467,397 |
| 31st DECEMBER 2016 | UNTIL 1 YEAR | BETWEEN 1 AND 3 YEARS |
BETWEEN 3 AND 5 YEARS |
MORE THAN 5 YEARS |
TOTAL |
|---|---|---|---|---|---|
| Financial institutions borrowings: | |||||
| Bank loans | 10,408,309 | 17,949,624 | 162,640,348 | 79,034,861 | 270,033,142 |
| Bank overdrafts | 667,028 | - | - | - | 667,028 |
| Authorized overdrafts | 3,576,824 | - | - | - | 3,576,824 |
| Other borrowings: | |||||
| Other borrowings | 850,127 | 75,011 | 535,992 | 310,188 | 1,771,318 |
| 15,502,287 | 18,024,635 | 163,176,340 | 79,345,049 | 276,048,311 |
In the 1 st half of 2017, there was a 13 % reduction in debt, largely driven by the repayment of the Holding's debt as a result of the sale of the wind parks included in the Âncora Wind project. This sale was in line with the Group's strategic plan which includes the disposal of non-core assets within the scope of the consolidated debt reduction objective.
23. TRADE PAYABLES AND OTHER PAYABLES
On 30th June 2017 and on 31st December 2016, trade payables and other payables can be analysed as follows:
| NON-CURRENT | CURRENT | |||
|---|---|---|---|---|
| 30th JUNE 2017 | 31st DECEMBER 2016 | 30th JUNE 2017 | 31st DECEMBER 2016 | |
| Trade payables | 3,675,960 | 11,222,036 | 54,269,400 | 59,908,138 |
| Other Creditors: | ||||
| Fixed assets suppliers | 37,996 | - | 220,091 | 284,506 |
| Related companies and other shareholders | 7,851,482 | 7,021 | 469,754 | 983,428 |
| Advanced payments received from customers | - | - | 9,808,005 | 8,024,226 |
| Other creditors | - | 1,500 | 2,988,314 | 2,370,390 |
| Other payables | 7,889,478 | 8,521 | 13,486,164 | 11,662,550 |
| Total | 11,565,438 | 11,230,557 | 67,755,563 | 71,570,688 |
The value of non-current suppliers on 31st December 2016 is mainly related to a partnership celebrated in the past for the development of real estate projects in Poland and the settlement of the balance will be done in accordance with the disposal of the said projects, thus not having a specific maturity date. The variation verified is mainly due to M City Gliwice Sp. Zo.o.'s change its consolidation method, to the equity method.
On 30th June 2017 and on 31st December 2016, the caption 'Related companies and other shareholders' includes balances payable to suppliers resulting from the Group's operating activities, as well as from tangible and intangible asset acquisitions. The Board of Directors believes that the carrying amount of these balances is very similar to their fair value and that the effect of the financial discounts of these amounts is not material
The increase on 'Related companies and other shareholders' as of 31st December 2016 is related to the change in the method of consolidation of the company M City Gliwice Sp. Zo.o, which start to be consolidated using the equity method and its balances with other Group companies ceased to be eliminated in the consolidation process.
24. PROVISIONS
The information related with 'Provisions' on 30th June 2017 and on 31st December 2016 can be detailed as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Quality guarantees | 1,915,765 | 2,112,104 |
| Legal claims in progress | 907,365 | 923,314 |
| Onerous Contracts | 529,932 | 1,624,246 |
| Contractual obligations | 11,113,205 | 5,414,581 |
| Provisions arising from the use of the equity method | 8,565,839 | 9,251,631 |
| 23,032,106 | 19,325,876 |
The changes in the 'Provisions' during the 1 st half of 2017 were as follows:
| OPENING BALANCE |
ADDITIONS (NOTE 11) |
DEDUCTIONS (NOTE 11) |
APPLICATIONS | CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS |
CLOSING BALANCE |
|
|---|---|---|---|---|---|---|
| Quality guarantees | 2,112,104 | - | - | - | (196,338) | 1,915,765 |
| Legal claims in progress | 923,314 | - | - | - | (15,950) | 907,364 |
| Onerous contracts (Note 11) | 1,624,246 | - | (1,294,066) | - | 199,753 | 529,932 |
| Contractual obligations (Note 11, Note 13) | 5,414,580 | 1,395,520 | (11,716) | (937,984) | 5,252,806 | 11,113,205 |
| Provisions arising from the use of the equity method |
9,251,631 | - | - | - | (685,792) | 8,565,839 |
| 19,325,876 | 1,395,520 | (1,305,783) | (937,984) | 4,554,479 | 23,032,106 |
The amount of the transfers in the caption 'Contractual obligations' on 30th June 2017 is essentially related to the provision constituted referring to Duelobrigatório.
25. OTHER CURRENT LIABILITIES
On 30th June 2017 and on 31st December 2016, other current liabilities are as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Accrued expenses | ||
| Accrued Expenses - Work in progress | 5,678,178 | - |
| Holiday pay and bonuses | 3,458,476 | 3,357,129 |
| Interest borne but not yet overdue | 369,385 | 874,408 |
| Production performed by third parties not yet invoiced | 27,452 | 68,797 |
| Other accrued expenses | 1,995,554 | 2,124,402 |
| 11,529,045 | 6,424,736 | |
| Deferred income | ||
| Production invoiced and not yet performed | 46,236,832 | 46,032,883 |
| Subsidies / Government grants | 360,918 | 387,293 |
| Other deferred income | 7,608,308 | 6,364,838 |
| 54,206,058 | 52,785,014 | |
| 65,735,102 | 59,209,750 |
The caption ' Accrued Expenses - Work in progress ' is related essentially to work done on the construction contracts in progress for which invoices have not yet been received.
The 'Other accrued expenses' correspond to other supplies and services rendered by third parties until 30th June 2017 for which invoices were received after this date.
The caption 'Other deferred income' as of 30th June 2017, as well as on 31st December 2016, results essentially from the recognition of the deferred income attributed to the green certificates in Eviva Nalbant S.R.L..
26. CONTINGENT ASSETS AND LIABILITIES
On 30th June 2017, the contingent liabilities are as follows:
a) 1. On 29th October 2009, Martifer Polska, in consortium with Ocekon Engenharia sro (Slovakia), entered into an agreement with Energomontaz-Poludnie SA for the works, whose purpose was to manufacture, execute, deliver and mount the steel roof of the Baltic Arena stadium in Gdansk, Poland, worth approximately 11.3 million euros. On 2nd September 2010, Martifer received from Energomontaz a notice of immediate termination of the agreement, without prior notice. The reason for the breach of contract was the delay in the execution of the work, which in Martifer's opinion is totally unfounded and ineffective. On 17th December 2010, Martifer filed a lawsuit against Energomontaz, requiring a value of approximately 12.6 million euros, including interest, cost of capital involved and total damage caused to Martifer due to lack of cooperation. This lawsuit was suspended due to the Energomontaz - Poludnie S.A's insolvency proceedings.
-
On 17th January 2012, Energomontaz filed a lawsuit against Martifer and Ocekon Engenharia sro for a total amount of 5.7 million euros. The hearings are in progress and witnesses were examined in 2015. In March 2017, the court dismissed the case against Ocekon Engenharia sro, as it was removed from the commercial register. More audiences are scheduled for 2017.
-
Meanwhile, Energomontaz has entered into bankruptcy proceedings. In April 2013, the list of claims by Martifer in the amount of 16.9 million euros was submitted to the insolvency administrator. However, the court did not recognise the list of the claims submitted by Martifer, so the claim was neither recognized nor accepted by the Court.
Martifer Group has recognized in its financial statements the risk of losses related to accounts receivable, increase in income from work in progress and from the bank guarantee executed. Therefore, it considers that the framework of this process is duly reflected in the financial statements.
b) The Romanian subsidiary, Martifer Constructii, acquired on 9th March 2007 a plot of land in Aricesti, Prahova province, in Romania, for approximately 8.2 million RON. The referred acquisition is under a judicial dispute, currently pending judicial action, with its terms running under appeal, being expected one of two outcomes:
-
The Court rules a decision under which the land is maintained in property of the Romanian State, initial owner, in which Martifer Constructii shall have the right to an indemnity, at least, in an equivalent amount to the price paid for the land when it was acquired;
-
The Court rules a decision under which the land transits to Martifer Constructii's assets, with Martifer Constructii acquiring the totality of the rights of the land.
According to the developments on the current judicial action, Martifer considers as most probable the happening of the scenario presented in 1), with a high probability of recovery of the amount paid when the land was acquired.
The Group's expectation is that no losses will occur with these processes over and above the ones already recognized in its financial statements.
27. COMMITMENTS
Financial Guarantees
On 30th June 2017 and on 31st December 2016, the financial guarantees provided by the Group to third parties related to bank guarantees and guarantee insurance to project owners whose projects are undertaken by several Group companies, detailed by currency were as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Euro | 25,283,311 | 31,220,206 |
| Zloty | 23,664 | 22,674 |
| New Leu | 323,987 | 399,123 |
| US Dollar (*) | 14,710,672 | 14,167,863 |
| Moroccan Dirham | 81,606 | 84,354 |
| Sterling Pound | 1,137,229 | 1,167,979 |
| 41,560,470 | 47,062,198 |
(*) Bank guarantees for good execution issued in Angola and in Portugal, mostly to guarantee projects to Saudi Arabia.
The breakdown by Group Company is as follows:
| 30th JUNE 2017 | 31st DECEMBER 2016 | |
|---|---|---|
| Martifer Construções Metalomecânicas SA | 19,496,000 | 18,676,046 |
| Martifer Metallic Constructions SGPS, SA | 5,778,531 | 6,168,327 |
| West Sea Lda | 5,071,217 | 9,223,000 |
| Martifer Construcciones Metálicas Espanha | 612,049 | 612,049 |
| Martifer Polska | 23,664 | - |
| Martifer Constructii | 505,429 | 726,129 |
| Martifer Construções SK | - | 721,971 |
| Martifer Konstrukcje | - | 22,674 |
| EUROCAB FV 1 SL | 29,770 | 29,770 |
| EUROCAB FV 8 SL | 11,227 | 11,227 |
| EUROCAB FV 9 SL | 11,227 | 11,227 |
| EUROCAB FV 10 SL | 11,227 | 11,227 |
| EUROCAB FV 11 SL | 11,227 | 11,227 |
| EUROCAB FV 12 SL | 11,227 | 11,227 |
| EUROCAB FV 17 SL | 11,227 | 11,227 |
| EUROCAB FV 18 SL | 11,227 | 11,227 |
| Martifer Construções SAS | - | 15,000 |
| Martifer Construções Metálicas Angola S.A. | 9,965,218 | 10,788,641 |
| 41,560,470 | 47,062,198 |
Pledges or Mortgages
On 30th June 2017 the assets pledged or mortgaged to financial institutions were as follows:
| COMPANY | GUARANTEE | ASSET VALUE | DEBT AMOUNT |
|---|---|---|---|
| Martifer Metallic Constructions SGPS, SA | Share pledge of Martifer Construções SA 20 % (no. shares 1,500,000) | 5,561,738 | 16,310,458 |
| Martifer Construções SA | 5M€ Generic Mortgage of building Vale Tripeiro, lot 10 - I/J/K/L/M/N/O (Benavente) |
2,830,337 | 5,008,967 |
| Martifer Construções SA | 1,169,349 | 3,299,468 | |
| Martifer Construções SA | st degree mortgage of industrial building Cutting Unit (Monoblocos) 1 |
5,461,352 | 3,299,532 |
| Navalria SA | st degree mortgage of administrative building 1 nd degree mortgage of industrial building Tower's plant (article 1914) 2 |
1,624,246 | |
| Martifer SGPS, SA | 1,955,697 | ||
| Martifer Construções SA | Mortgage of industrial building Martifer Construções (article 2079) | 968,840 | 6,427,826 |
| Martifer Construções SA | 3,048,645 | ||
| Martifer Construções SA | st degree share pledge of 25% of Martifer Renewables SGPS (no. Shares 1 |
1,016,126 | |
| Promoquatro Lda | 25,000,000) | 25,056,079 | 2,035,204 |
| Martifer Energy Systems SGPS | 3,048,379 | ||
| Martifer Construções SA | Promissory Loan Note Class A no. 6 pledge | 4,500,000 | 2,510,610 |
| Mortgage of pilot building | 68,492 | 2,601,527 | |
| Martifer Construções SA | Mortgage of Land and Warehouse in Albergaria | 1,415,300 | 13,650,935 |
| Martifer SGPS, SA | Generic Mortgage (7.5M€) of industrial building Towers' plant (article 1914). | 7,599,543 | |
| Martifer SGPS, SA | st degree share pledge of Martifer Renewables SGPS 65 % (no. shares 1 65,000,000) |
65,145,805 | |
| Martifer SGPS, SA | Mortgage of building in Oliveira de Frades (article P-2003) Unit OlF MTC | ||
| Martifer SGPS, SA | Loan Note Class A no. 5 pledge | 4,500,000 | |
| Martifer OF warehouse | 63,558 | 98,210,922 | |
| Multipark Paços de Ferreira | 361,646 | ||
| Other Lands MGI | 326,097 | ||
| Martifer SGPS, SA | st degree share pledge of Martifer Renewables SGPS (nr. shares 10,000,000) 1 |
10,022,432 | |
| Various Mercantile equipment pledge | 236,941 | ||
| Equipment Mercantile pledge | 70,833 | ||
| West Sea, Lda 1) | Pledge of 2 term deposits no. 665-15.000021-5 worth 400.000€ and no. 787- 15.000 worth 35.500€ which are associated to bank guarantee no. 030- 43.010448-6 issued on 2014/01/10 in amount of 435.500€ in favor of Estaleiros Navais de Viana do Castelo S.A. |
435,500 | - |
| Martifer Renovables ETVE, S.A.U. | st degree share pledge of 100% shares of the following companies: Eurocab FV 1 1, S.L., Eurocab FV 2, S.L., Eurocab FV 3, S.L., Eurocab FV 4, S.L., Eurocab FV 5, S.L., Eurocab FV 6, S.L., Eurocab FV 7, S.L., Eurocab FV 8, S.L., Eurocab FV 9, S.L., Eurocab FV 10, S.L., Eurocab FV 11, S.L., Eurocab FV 12, S.L., Eurocab FV 13, S.L., Eurocab FV 14, S.L., Eurocab FV 15, S.L., Eurocab FV 16, S.L., Eurocab FV 17, S.L., Eurocab FV 18, S.L., Eurocab FV 19, S.L., |
1,657,728 | 27,305,033 |
| Share pledge of 50 % of Martifer Renovables ETVE shares | 5,053,424 | ||
| MARTIFER Romania SRL | Mortgage of the factory | 4,162,736 | 711,367 |
| Mortgage of farm land and all equipment/construction included in the project/farm | 32,137,645 | ||
| EVIVA NALBANT 2) | Share pledge of 100% of Eviva Nalbant shares | (6,323,345) | 10,453,893 |
| Pledge over all movable assets (insurance, bank accounts, accounts receivable, intellectual property, etc.) |
1,697,622 | ||
| Martifer SGPS | Equipment as guaranty in the 2013's Income Tax | 366,846 | 61,750 |
| 175,068,539 | 202,580,584 |
1) There is no outstanding amount, as it is a bank guarantee issued in the same amount as the real guarantee.
2) On 30th June 2017 this company presented negative equity to the Group
28. RELATED PARTIES
Group companies have commercial relations with each other that qualify them as related party transactions. All of these transactions are performed on an arm's length basis.
Consequently, all these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as if they were a single entity.
The balances resulting from the transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately 53 million euros, with special regard to the accounts receivable from Ventinveste and some companies in Poland in the Metallic Constructions segment.
Besides current transactions, some relating to civil construction works done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are no other significant balances and transactions performed with related parties during the period ended on 30th June 2017 that significantly affected the financial position or performance of the Group.
29. SUBSEQUENT EVENTS
Since the reference date of the results, no facts that affect the released financial information occurred.
30. APPROVAL OF THE FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors on 28th August 2017.
31. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS
__________________________________ __________________________________
These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by the European Union. In the event of discrepancies, the Portuguese version prevails.
Oliveira de Frades, 28th August 2017
The Chief Accountant The Board of Directors
João Alexandre Queiroz Oliveira Carlos Manuel Marques Martins
(Chairman)
Jorge Alberto Marques Martins (Vice-Chairman)
__________________________________
Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)
__________________________________
Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)
__________________________________
Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)
__________________________________
Luís Valadares Tavares (Member of the Board of Directors)
__________________________________