being global
Transcription
being global
BEING GLOBAL REPORT 9M 2013 CONTENTS MANAGEMENT REPORT 03 01 | MARTIFER GROUP 05 Highlights 06 Key Financial Indicators 06 Main Events 07 02 | FINANCIAL PERFORMANCE Results Analysis 11 12 Total Revenues 13 EBITDA and Net Profit 14 CAPEX 15 Capital Structure Analysis 15 03 | ANALYSIS BY SEGMENT 17 Metallic Constructions 18 Solar 20 RE Developer 22 04 | MARTIFER SHARE’S PERFORMANCE 23 CONSOLIDATED FINANCIAL INFORMATION 27 06 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS 29 07 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 35 PAGE 2 9M2013 REPORT MANAGEMENT REPORT PAGE 4 9M2013 REPORT 01 MARTIFER GROUP 01 | MARTIFER GROUP HIGHLIGHTS Total Operating Revenues in the 9M13 of 464.3 M€ increasing by 28.7 % YoY, reflecting the significant improvement in volume of the core businesses areas Metallic Constructions and Solar, and also leveraged by the sale of wind farms in the RE Developer Total Operating Revenues in the 3Q13 was 165.6 M€ EBITDA of 19.6 M€ in the end of the 9M13 (versus 14.6 M€ in 9M12) EBIT just in the 3Q13 was 11.5 M€, what reflects an EBIT margin of 6.9 % Net consolidated Profit of -48.7 M€ accumulated at the end of 9M13; Residual Net consolidated Profit in 3Q13 of 56.3 K€ Total Order Book of 493 M€: Metallic Construction (223 M€) and Solar (270 M€) Total Net Consolidated Debt of 378 M€, approx. 1 M€ above the FY12, mostly due to the CAPEX of 10 M€ and investment in Working Capital Extended Debt Maturity, from ST to MLT (7yr.) of approximately 30 % at the holding level. MAIN FINANCIAL INDICATORS €M - IFRS 9M13 Total Revenues 464.3 EBITDA MARG. 9M12 MARG. 360.8 VAR.% 28.7% 19.6 4.2% 14.6 4.1% 34.4% EBIT -15.9 -3.4% -6.1 -1.7% <-100% Financial Results -30.0 -24.4 -22.9% Profit before tax -45.9 -30.5 -50.7% -2.8 -2.6 Income tax Consolidated Net Profit -48.7 -10.5% -33.0 -6.4% -9.1% -47.7% Attributable to non-controlling interests to shareholders PAGE 6 1.5 2.4 -38.2% -50.2 -35.4 -41.9% 9M2013 REPORT MAIN EVENTS JANUARY 2013 Inspira Martifer Solar signs contract for first rooftop PV project in India Inspira Martifer Solar, a subsidiary of Martifer Solar for the Indian market, has signed an EPC contract with Mapro Foods for the construction of a 350 kW rooftop PV project in India. Martifer Solar and the Valouro Group sign a new contract for the construction of seven PV projects in Portugal Martifer Solar signed a new contract with Valouro Group, for the construction of seven new PV small generation projects, with a 1.3 MW peak power. MARCH 2013 Martifer Solar and Montepio Crédito establish a partnership for financing small generation projects Martifer Solar signed a protocol with Montepio Crédito, a company of the Montepio Group, to facilitate the access to the possibility of financing of PV small generation projects to companies in Portugal. Martifer concludes two ships for Douro Azul Navalria, a subsidiary of Martifer Metallic Constructions, concluded the construction of Queen Isabel and Amavida. The baptism of rd these two hotel ships took place on March 23 . The two ships were built in only nine months. APRIL 2013 Martifer concludes the Arena Fonte Nova Stadium’s roof structure Martifer Construções Metálicas, a subsidiary of Martifer Metallic Constructions in Brazil, concluded, in April, the construction of the structural steelwork for the roof of its second stadium for the Brazil World Cup. Martifer Solar completes a utility scale solar PV plant cluster in the UK with a total capacity of 28.1 MWp Martifer Solar developed a cluster of utility scale photovoltaic plants totalling 28.1 MWp in the United Kingdom. This is one of the largest clusters of utility scale solar PV plants ever built simultaneously in the country to date. Martifer ships the first pieces for the structural steelwork and roof of Arena Amazônia Martifer Metallic Constructions shipped the first pieces for Arena Amazônia, the third 2014 World Cup Stadium, which is expected to be concluded in December 2013. 9M2013 REPORT PAGE 7 MAY 2013 Martifer Solar to build Latin America’s largest PV plant in Mexico Martifer Solar is building a 30 MW photovoltaic plant in Mexico, the largest to date in Latin America. The company is responsible for the EPC (engineering, procurement and construction) services of the plant and will also provide the Operation and Maintenance (O&M) services upon completion. JUNE 2013 Martifer Renewables agreed to sell Rosa dos Ventos’ wind farms in Brazil Martifer Renováveis Geração de Energia e Participações S.A., 55 % controlled by Martifer Renewables, signed a contract to sell 100 % of the company Rosa dos Ventos, which explores the wind farms (i) Canoa Quebrada and (ii) Lagoa do Mato, with a 10.5 MW and 3.2 MW capacity, respectively. The total price of the acquisition was R$99.7m, which corresponds to an R$62m equity and R$37.7m net debt. The values of transaction can suffer changes when the sale is concluded, which should happen in the end of the year. The agreement is subject to several conditions. Meanwhile, Rosa dos Ventos was already registered as asset held for sale in the 1H13. Martifer Renewables concludes Rymanów wind farm for the Ikea Group Martifer Renewables and the Ikea Group have officially opened a 26 MW wind farm in Rymanów, in the Podkarpackie province, south-east Poland. The wind farm will avoid the emission of over 66,000 tons of CO2 which is the equivalent of the domestic power consumption of around 30,000 households. It was developed, built and operated for the Ikea Group, and has the capacity to generate an output of around 61 GWh/year. The sale of the wind farm to the Ikea Group was agreed on October 2011, when it was sold three of its wind farms projects in Poland: Leki Dukielskie (10 MW), Bukowsko (18 MW) and Rymanow (26 MW). The sale of these assets is in accordance with the asset rotation policy implemented by the management of Martifer Renewables, the RE developer area of Martifer Group. JULY 2013 Martifer sells a 39 % stake in Prio Energy, SGPS, SA Martifer, SGPS, S.A. sold part of its stake in its subsidiary PRIO ENERGY, SGPS, S.A. to the company OxyCapital - Sociedade de Capital de Risco, S.A., changing the share capital participation from 49 % to 10 %. PAGE 8 9M2013 REPORT MAIN SUBSEQUENT EVENTS OCTOBER 2013 Martifer is the only company admitted in the tender for the sub-concession of the Estaleiros de Viana do Castelo Martifer Group, through its subsidiaries Navalria and Martifer Energy Systems, was the only company admitted in the tender for the sub-concession of the lands and infrastructures of Viana do Castelo’s Naval Shipyard. Martifer and Hanwha Q Cells Korea conclude PV plant of 17.8 MWp in Portugal Martifer Solar, a subsidiary company of Martifer, SGPS, S.A., in partnership with Hanwha Q CELLS Korea, Korean leader in the solar industry, concluded a PV plant of 17.8 MWp. The PV cluster consists of six PV plants constructed in Loures, Montijo and Montemor-o-Novo regions. Martifer Solar will be the operations and maintenance contractor to ensure the optimal generation levels of these six PV plants. The “green‟ energy that will be produced by the entire cluster is estimated to sufficiently power over 24,800 inhabitants and to avoid the annual emission of 19,300 tons of greenhouse gases. 9M2013 REPORT PAGE 9 PAGE 10 9M2013 REPORT 02 FINANCIAL PERFORMANCE 02 | FINANCIAL PERFORMANCE RESULTS ANALYSIS €M Revenues Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) EBITDA margin Depreciation & Amortization Provisions & Impairment Losses Operating Income (EBIT) 9M2013 9M2012 VAR.% 464.3 360.8 28.7% 19.6 14.6 34.4% 4.2% 4.1% 0.2 pp 12.9 13.5 -4.7% 22.7 7.2 >100% -15.9 -6.1 <-100% EBIT margin -3.4% -1.7% -1.7 pp Financial Results -30.0 -24.4 -22.9% Profit before taxes -45.9 -30.5 -50.7% 2.8 2.6 6.4% Income tax Results from assets held for sale Net Profit Attributable to non-controlling interests Attributable to shareholders per share € PAGE 12 0.0 0.1 n.m. -48.7 -33.0 -47.7% 1.5 2.4 -38.2% -50.2 -35.4 -41.9% -0.492 -0.334 9M2013 REPORT TOTAL REVENUES In the 9M13 the Total of Operating Revenues increased by 28.7 % YoY to 464.3 million euro, reflecting the significant improvement in volume of the core businesses areas Metallic Constructions and Solar, and also leveraged by the sale of wind farms in the RE Developer. Metallic Construction business area reported an increase of 8.9 % YoY in Revenues to the 207.7 million euro, due to the rapid pace of projects in the 3Q13 characterized by its complexity in terms of engineering. The strongest markets were Brazil, Saudi Arabia, Angola and France. The Solar business ended 9M13 with 231.8 million euro of Total Operating Revenues, increasing by 47.4 % YoY, justified by the take-off of projects in several geographies, highlighting the progress of the project in Mexico, currently the biggest project in Latin America, projects in Portugal and UK. REVENUES 9M13 €M 9M12 WEIGHT €M WEIGHT Martifer Consolidated 464,3 360,8 Metallic Construction 207,7 44,7% 190,7 52,9% Solar VAR.% 28,7% 8,9% 231,8 49,9% 157,3 43,6% 47,4% RE Developer 27,2 5,9% 12,0 3,3% >100% Others, Holding and Adjust. -2,4 -0,5% 0,9 0,2% s.s. Portugal represented in the 9M13 only 13 % of the total Operating Revenues, which is comparable with 19 % in the FY2012 and which proves the strong efforts of the Group’s internationalization in the last years. REVENUES BREAKDOWN – 9M2013 Portugal 13% European Union, ex-PT 37% USA 5% Africa+Saudi Arabia 15% Latin America 29% 9M2013 REPORT PAGE 13 EBITDA AND NET PROFIT Consolidated EBITDA in the 9M13 reached 19.6 million euro, versus 14.6 million euro in the same period last year, which reflects a margin of 4.2 %. EBITDA in the 9M13 increased due to the EBITDA improvement in the RE Developer, with the sale of wind farms in Poland. In Metallic Constructions, EBITDA in the 9M13 registered -13.8 million euros, which compares with -6.3 million euros in the 9M12, reflecting the following effects:1)Deterioration of market conditions in Europe, with effects on the margins; 2)Remaining effect of the exit of the Polish market;3) Unpredicted additional costs in ongoing projects. In Solar, the EBITDA reached 12 million euro with a margin of 5.2 % vs. 7.8 %. The weak comparison with last year performance is mainly due to the poor performance of the USA market. . EBITDA Martifer Consolidated Metallic Construction 9M13 9M12 €M MARG. €M MARG. 19.6 4.2% 14.6 4.1% 34.4% -13.8 -6.7% -6.3 -3.3% <-100% VAR.% Solar 12.0 5.2% 12.3 7.8% -2.3% RE Developer 21.3 78.5% 6.8 56.8% >100% Others, Holding and Adjust. 0.1 1.8 -92.5% The Depreciation & Amortization has shown a slight decrease of 4.7 % to 12.9 million euros. The Provisions & Impairment Losses registered in the 9M13 of 21.1 million euro, are mainly concerned with: a) goodwill in the aluminium activity in Australia, b) impairments in Martifer Renewables’ wind and solar projects, respectively in Romania and Spain, where changes in the regulatory framing that recently took place. Net Financial Expenses totalled 30.0 million euro, comparable with 24.4 million euro in the 9M12. Net Interest Expense was 20.3 million euro in the 9M13, above the 14.0 million euro in the same period last year, what is explained by the capitalized interests in the Silverado project in the USA of roughly 4.0 million euro. Therefore, the Net Profit attributable to shareholders in the 9M13 amounted to negative 48.2 million euro, which compares with 9.9 million euro in the 9M12. However, the Consolidated Net Profit in the 3Q was residual, but positive in 56.3 thousand euro. PAGE 14 9M2013 REPORT CAPEX The amount of investment in fixed assets in the 9M13 was 10.2 million euros, mostly applied as follows: (1) Development of solar projects by Martifer Solar (3.8 million euros). This does not mean long term investment, as they are assets held for sale (2) In Metallic Construction business area, 4.6 million euro, which corresponds to maintenance capex, namely in the conclusion of investments in Brazil, such as the new aluminium factory, and a new transportation crane in Navalria (3) Finally, RE Developer’s investment was approximately 1.9 million euros CAPITAL STRUCTURE ANALYSIS FINANCIAL POSITION €M 9M2013 2012 VAR. % Fixed Assets (including Goodwill) 246.8 331.8 -25.6% Other non current assets 154.1 187.7 -17.9% Inventory and Receivables 438.7 383.8 14.3% Cash and cash equivalents 25.9 38.0 -31.9% Assets held for sale 32.2 35.1 -8.3% Total Assets 897.6 976.4 -8.1% Shareholders Equity 120.4 176.3 -31.7% 53.0 51.0 4.0% Total Equity 173.4 227.3 -23.7% Non-current debt and leasings 136.0 177.1 -23.2% Other non-current liabilities 42.2 38.2 10.4% Current debt and leasings 267.7 237.6 12.7% Other current liabilities 266.4 286.2 -6.9% 12.1 9.5 26.8% 724.3 748.5 -3.2% Non-controlling interests Liabilities related with Assets held for sale Total Liabilities th st Total assets at 30 September 2013, amounted to 897.6 million euro, which compares to 976.4 million euro at 31 December 2012. Non-current assets reached 400.9 million euro compared with 519.5 million euro, at the end of 2012. th Total Equity at 30 September 2013 was 173.4 million euro with compares with 227.3 million euro in the end of 2012. This decrease is due to the registry of losses in the period. 9M2013 REPORT PAGE 15 NET DEBT METALLIC CONSTRUCTION SOLAR RE DEVELOPER HOLDING MARTIFER CONSOLIDATED Corporate Net Debt 97 101 17 136 351 Corporate Net Debt allocated to non-operating activities 27 Total Net Debt 124 101 17 136 378 FY12 Total Net Debt 120 62 40 155 377 Absolute variation (M€) +4 +39 -23 -19 +1 M€ 27 Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents th The Group’s Consolidated Net Debt at 30 September 2013 totalled 378 million euro, 1 million euro above the 377 million euro registered at the end of 2012. Already in the 3Q13 the group extended the debt maturity from ST to MLT (7 years) of 97 million euro at the holding level. The Group continues focused in its goal to continue the process of debt reduction, so it will continue to be committed to the non-core asset sale process, especially wind farms, solar projects and residually, from the sale of real estate projects, during 2013 and 2014. Meaning, the objective continues to be achieving a debt level between 230 and 250 million euro by the end of 2014. PAGE 16 9M2013 REPORT 03 ANALYSIS BY SEGMENT 03 | ANALYSIS BY SEGMENT METALLIC CONSTRUCTIONS SECTOR TRENDS − In Europe, the environment around construction sector continues strongly penalized, indicators continue depressed in all segments. Austerity measures across several countries, and still ongoing, and the weak financial health in the public sector totally affected the demand of infrastructures and buildings. Euroconstruct institute estimates a decrease of -3.3 % for the sector in Europe in 2013, with the toughest decreases in Portugal and Spain. − Only emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in Asia and South America. ACTIVITY The order book in the 9M13 registered 223 million euros. The current list of works is mostly from 12 countries. The main projects are: • In Brazil, the Transcarioca Bridges and Tomorrow’s Museum in Rio de Janeiro, and the Arena Amazônia stadium in Manaus • In Saudi Arabia, the King Abdullah Financial City in Riyadh, and the Stadium of King Abdullah Sports City in Jeddah • In Portugal, the highlight goes to the Viking Hemming and Viking Torgil ships under construction in Navalria • In France the most important works are the Lyon Stadium and the Iter – Building 13 • In the UK, the spotlight goes for the Birmingham New Street Atrium BACKLOG BY GEOGRAPHY VALUE (M€) % 101.4 45% Brazil 40.9 18% Eastern Europe and Middle East 34.8 16% Africa 44.4 20% Peru 1.0 1% TOTAL 223 GEOGRAPHY Western Europe PAGE 18 9M2013 REPORT RESULTS Metallic Construction Revenues in the 9M13 increased by 8.9 % compared with the same period last year. The internationalization effort in the last three years and the focus on countries with economic growth and infrastructure investment plans are starting to be visible, but have negative impacts of all the strategic changes, currently reflected in the cost structure. EBITDA in the 9M13 registered -13.8 million euros, which compares with -6.3 million euros in the 9M12, reflecting the following effects: 1) Deterioration of market conditions in Europe, with effects on the margins; 2) Remaining effect of the exit of the Polish market; 3) Unpredicted additional costs in ongoing projects. Despite that the EBITDA in the 9M13 reflects an improvement of 2.2 million euros compared with 1S13. The EBIT of -27.3 million euros is negatively affected by the goodwill impairment loss of 4.6 million euros, concerning activity in Australia. Net Financial Expenses in the 9M13 had an increase of 14.3 % to the 11.8 million euro, due to the increase in the spreads and financing commissions applied by the banks. Net Profit in the 9M13 totalled -43.6 million euro, of which 0.1 million euro attributable to non-controlling interests in Martifer Angola. th Net Financial Debt in Metallic Constructions at 30 September 2013 reached the 124 million euro, more 4 million euro than FY 2012. Of the total Net Debt, 27 million euro is allocated to projects in the Retail area, not considered core business. Total CAPEX at the 9M13 reached 4.6 million euro, which corresponds to maintenance investment in metallic construction, namely investments in Brazil and a new gantry crane in Navalria. METALLIC CONSTRUCTION 9M13 9M12 Total Operating Revenues 207,7 190,7 8,9% EBITDA -13,8 -6,3 <-100% -6,7% -3,3% -3,4 pp -27,3 -19,5 -40,0% -13,2% -10,2% -2,9 pp 11,8 10,3 14,3% Income tax 4,4 0,0 >100% Results from assets held for sale 0,0 0,0 n.m. -43,6 -29,9 -45,7% 0,1 0,4 -73,9% -43,7 -30,3 -44,0% €M EBITDA Margin EBIT EBIT Margin Net Financial Expenses Net Profit Attributable to non-controlling interests Attributable to shareholders 9M2013 REPORT VAR. % PAGE 19 SOLAR SECTOR TRENDS − Forecasts for 2013 aim at a world installation level of 36 GW, maintaining a 10 % world market growth − The forecasted drops in the number of MW installed in Europe are compensated by the growth in new markets (LATAM, China and Japan) − New solar markets will boost, increasing demand for equipment. Examples of these new markets are Japan, China, Latin America and India. Japan is looking for nuclear replacement, with strong Government incentives and Latin American countries offer excellent solar conditions and rising demand of electricity to supply the industry − Emerging markets as Saudi Arabia, Malaysia and Thailand presented new goals for the sector, creating a positive feeling about increase in demand for the next few years − In the negative side, the regulatory cuts and changes in the remuneration schemes of renewable assets, particularly in Romania, Bulgaria, Greece and more recently in Spain, which are expected to be clear out late in December 2013 PAGE 20 9M2013 REPORT ACTIVITY The backlog of turnkey contracts is currently 270 million euro, United Kingdom, Portugal and India with the higher weight. RESULTS In 9M13 Total Operating Revenues increased strongly by 47.4 % YoY, totalling 231.8 million euro, justified by the strong take-off of projects in several geographies, highlighting the progress in the project in Mexico, currently the biggest project in Latin America, UK and Portugal. In the performance in the 9M13, besides Mexico, the projects with better contribution were in the UK, Portugal and Ukraine. The EBITDA in the Solar in the 9M13 totalled 12 million euro, with a margin of 5.2 % vs. 8 %. The weak comparison with last year performance is mainly due to the weak performance of the USA market. As previously referred, since the beginning of 2013, the company is running a plan with several measures under way, such as the control of the business at 100 %, change in the management and the implementation of a new operational and strategic plan. Net Financial Expenses in 9M13 increased significantly from 3.9 million euro to 10.6 million euro, what is explained by the capitalization of interests with Silverado Project in the USA. CAPEX in the 9M13 was 3.7 million euro, applied in project development. Net Debt in the 9M13 suffered an increase of 39 million euros to 101.2 million euros. This increase is mainly due to the increase in working capital, related to the peak in activity and also due to the invested capital in Greenfield and Brownfield projects. However, it is expected that the Net Debt at the end of 2013 will be in line with FY12. SOLAR €M Total Operating Revenues EBITDA EBITDA Margin EBIT 9M13 9M12 VAR. % 231.8 157.3 47.4% 12.0 12.3 -2.3% 5.2% 8% -2.6 pp 8.4 11.0 -24.1% 3.6% 7.0% -3.4 pp Net Financial Expenses 10.6 3.9 173.8% Income tax -2.4 2.3 n.m. 0.2 4.8 -96.2% 2.1 -0.5 n.m. -1.9 5.3 n.m. EBIT Margin Net Profit Attributable to non-controlling interests Attributable to shareholders 9M2013 REPORT PAGE 21 RE DEVELOPER RESULTS RE Developer’s Total Operating Revenues increased significantly in the 9M13 YoY to 27.2 million euro, explained by the sale of the wind farms in Poland to IKEA. The Total Revenues from the wind and solar farms in operation in the period, totalling 64 MW, located in Spain, Romania and Brazil, totalled 13.9 million euro versus 11.7 million euro in the 9M12, thanks to the beginning of operations of the totality of the wind farm in Babadag, Romania (42 MW) in the 2H12. EBITDA reached 21.3 million euros in the 9M13, showing an improvement YoY, and reflecting also a 21.6 p.p. increase in its margin, achieved by the enhancement in the operational performance of the parks in operation in Spain and Romania, and by the beginning of operation of more MW, and consequent dilution of fixed and development costs and also due to the sale of the wind farms in Poland to IKEA. In the 1H2013, should be highlighted the conclusion of the sale of the Rymanów wind farm in Poland to the Ikea Group. However, the impact of the capital gains in the results was eased by the registry of impairment losses, mainly because of the recent changes in policies applied to renewable projects in Spain and Romania. Net Profit attributable to shareholders in the 9M13 was 2.2 million euros, compared with the 0.6 Net Loss in the9M12. CAPEX in the reported period was 1.8 million euro. Net Debt at the end of the 9M13 was 17 million euro; it was less 23 million euro than final year 2012. To the significant net financial debt reduction in the RE Developer area has decisively contributed the sale of the company Rosa dos Ventos, which debt was 12 million euro in June 2013, and is classified as an asset for sale. RE Developer 9M13 9M12 VAR. % Total Operating Revenues 27.2 12.0 >100% EBITDA 21.3 6.8 >100% 78.5% 56.8% 21.6 pp 4.3 2.1 >100% -1.3 pp €M EBITDA Margin EBIT EBIT Margin 15.9% 17.2% Net Financial Expenses 1.2 1.2 3% Income tax 0.8 0.3 >100% Net Profit >100% 2.2 0.6 Attributable to non-controlling interests 0.0 0.4 n.m. Attributable to shareholders 2.3 0.2 >100% PAGE 22 9M2013 REPORT 04 SHARE PERFORMANCE 04 | SHARE PRICE PERFORMANCE SHARE PERFORMANCE 140 120 100 80 60 40 20 Martifer 09-2013 09-2013 08-2013 08-2013 07-2013 07-2013 07-2013 06-2013 06-2013 05-2013 05-2013 04-2013 04-2013 03-2013 03-2013 02-2013 02-2013 01-2013 01-2013 01-2013 0 PSI20 Index Source: Reuters The performance of the equity markets was very positive in the end of the 3Q13, several reference indices that traded in the red changed to gains, mostly in the South Europe, namely in Portugal and Spain: PSI20 index grew 5.3 % and IBEX 35 was up by 12.5 %. The rest of Europe revealed equally strong gains in the most important markets: FTSE 100 + 9.6 %; Dax +12.9 %; CAC 40 +13.8 %. As for the North American markets, they had a quite positive performance: 15.5 % increase in Dow Jones Industrial; and 24.9 % in NASDAQ. At the end of 9M13, Martifer’s shares decreased by 7.0 %, while the PSI-20, the main stock index in Euronext Lisbon, increased 5.3 % when compared with FY 2012. Martifer’s share price ended the 9M13 at 0.52 €/share. The highest price achieved was 0.82 €/share and the lowest price was 0.45€/share. The daily average volume of stock traded during the 9M13 was 33,610 shares, which mean a significant increase compared with the average volume in 9M12, of 12,982 shares daily average. Overall, Martifer’s market capitalization totalled 52 million euro at the end of the 9 months period of 2013. PAGE 24 9M2013 REPORT Oliveira de Frades, 14 November 2013 The Board of Directors, Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice- Chairman of the Board of Directors) Mário Rui Rodrigues Matias (Member of the Board of Directors) Luís Filipe Cardoso da Silva (Member of the Board of Directors) Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors) Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors) Luís Valadares Tavares (Member of the Board of Directors) 9M2013 REPORT PAGE 25 PAGE 26 9M2013 REPORT INTERIM CONSOLIDATED FINANCIAL INFORMATION PÁGE 28 9M2013 REPORT 05 INTERIM CONSOLIDATED FINANCIAL STATEMENTS 05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENTS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012 (amounts expressed in Euro) (Translation of consolidated financial statements originally issued in Portuguese - note 38) 9M' 2013 IFRS (NON AUDITED) 9M' 2012 IFRS (NON AUDITED) 3RD QUARTER 2013 IFRS (NON AUDITED) 3RD QUARTER 2012 IFRS (NON AUDITED) 416,459,259 47,824,498 (160,715,680) (111,123,713) (84,146,042) (61,294,719) (27,364,537) 19,639,066 340,533,400 20,251,275 (159,610,982) (58,971,038) (54,678,500) (63,399,878) (9,507,839) 14,616,438 143,081,728 22,451,665 (45,895,685) (36,271,004) (32,839,474) (20,252,212) (12,939,579) 17,335,439 99,420,342 3,169,262 (52,789,127) (12,963,517) (17,679,839) (20,464,439) (5,280,556) (6,587,874) (12,882,777) (13,524,800) (4,182,686) (4,444,849) 11 11 (4,190,840) (18,478,809) (15,913,360) 25,886,578 (39,466,520) (6,002,447) (1,150,786) (6,061,595) 14,680,423 (37,967,037) (786,277) (830,623) 11,535,853 9,041,792 (13,156,777) (1,432,852) (323,286) (12,788,861) 1,090,307 (11,155,436) 12 (16,431,710) (1,127,931) (6,499,248) (1,079,527) 13 (45,925,012) (2,808,392) (48,733,404) (30,476,140) (2,639,907) (33,116,047) 921,620 (977,960) (56,340) (23,933,517) 716,498 (23,217,019) - 115,777 - 139,478 (48,733,404) 115,777 (33,000,270) (56,340) 139,478 (23,077,541) 27 1,468,120 (50,201,524) 2,376,533 (35,376,803) (1,741) (54,600) (52,273) (23,025,268) 14 (0,5134) (0,5134) (0,5134) (0,5134) - (0,3614) (0,3626) 0,0012 (0,3614) (0,3626) 0,0012 (0,0006) (0,0006) (0,0006) (0,0006) - (0,2353) (0,2367) 0,0014 (0,2353) (0,2367) 0,0014 Notes Sales and services rendered Other operational gains Cost of goods sold Subcontractors External supplies and services Staff costs Other operational losses 3 and 4 5 6 6 7 8 9 Amortizations Provisions Impairment losses Operating income Financial income Financial expenses Gains / (losses) on associate companies and joint arrangements Profit before tax Income tax Profit after tax 3, 16 and 17 10 10 Earnings of the disposal group classified as held for sale Attributable to: non-controlling interests owners of Martifer Profit for the year Attributable to: non-controlling interests owners of Martifer Earnings per share: Basic from continuing operations from disposal group classified as held for sale Diluted from continuing operations from disposal group classified as held for sale 14 The accompanying notes are part of these financial statements PÁGE 30 9M2013 REPORT CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 E 2012 (amounts expressed in Euro) (Translation of consolidated financial statements originally issued in Portuguese - note 38) 9M' 2013 IFRS (NON AUDITED) 9M' 2012 IFRS (NON AUDITED) 3ND QUARTER 2013 IFRS (NON AUDITED) 3ND QUARTER 2012 IFRS (NON AUDITED) (48,733,404) 1,163,070 (33,000,270) 140,586 (56,340) 251,243 (23,077,541) 189,397 (4,426,586) (706,996) 979,043 (491,219) (3,263,516) (566,409) 1,230,285 (301,822) Total comprehensive income for the period (51,996,920) (33,566,679) 1,173,945 (23,379,363) Attributable to: non-controlling interests owners of Martifer 1,305,174 (53,302,094) 2,391,662 (35,958,342) 341,320 832,626 (141,039) (23,238,325) Profit for the year Fair value of cash flow hedges (derivatives), net of tax Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill Income recognized directly in equity The accompanying notes are part of these financial statements 9M2013 REPORT PAGE 31 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 SEPTEMBER 2013 AND 31 DECEMBER 2012 (amounts expressed in Euro) (Translation of consolidated financial statements originally issued in Portuguese - note 38) 30 SEPTEMBER 2013 IFRS (NON AUDITED) 31 DECEMBER 2012 IFRS (AUDITED) 15 16 17 18 19 20 22 13,556,395 8,358,882 224,878,948 16,199,554 5,413,323 674,297 119,596,731 12,167,164 400,845,294 18,947,967 39,441,872 273,367,524 16,206,768 15,680,011 2,310,267 140,174,902 13,343,738 519,473,049 21 22 22 23 23 24 25 81,358,638 156,047,324 47,501,234 2,881,828 19,617,902 131,271,646 25,727,263 145,010 32,249,046 496,799,891 24,392,062 150,357,128 62,272,521 2,692,473 18,337,239 125,718,650 38,024,569 35,107,509 456,902,151 897,645,184 976,375,200 50,000,000 186,500,000 (2,868,519) (63,033,973) (50,201,524) 120,395,984 50,106,597 2,883,401 173,385,982 50,000,000 186,500,000 (2,868,519) (1,499,182) (55,852,988) 176,279,311 50,975,912 227,255,223 124,445,476 11,514,630 22,308,655 16,898,640 2,944,453 178,111,854 164,900,867 12,169,176 22,068,545 12,520,693 3,583,895 215,243,176 Total liabilities 260,253,872 7,457,986 136,082,206 28,054,714 4,646,293 14,999,665 82,460,811 111,835 12,079,967 546,147,348 724,259,202 229,030,832 8,586,378 165,013,219 50,500,917 3,623,443 16,596,598 50,489,688 510,804 9,524,921 533,876,801 749,119,977 Total equity and liabilities 897,645,184 976,375,200 Notes ASSETS Non-current assets Goodwill Intangible assets Tangible assets Investment property Financial assets under the equity method Available for sale investments Other non-current receivables Deferred tax assets Current assets Inventories Trade receivables Other receivables Income tax Current tax assets Other current assets Cash and cash equivalents Derivatives Assets held for sale 26 Total assets EQUITY Issued capital Share premium Treasury stock Reserves Profit for the year Equity attributable to owners of Martifer Non-controlling interests Non-controlling interests attributable to Assets held for sale Total equity LIABILITIES Non-current liabilities Borrowings Obligation under finance leases Other non-current liabilities Provisions Deferred tax liabilities Current liabilities Borrowings Obligation under finance leases Trade payables Other payables Income tax Current tax liabilities Other current liabilities Derivatives Liabilities related with Assets held for sale 27 27 26 28 29 30 28 29 29 31 31 32 26 The accompanying notes are part of these financial statements PÁGE 32 9M2013 REPORT CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012 (amounts expressed in Euro) (Translation of consolidated financial statements originally issued in Portuguese - note 38) ISSUED CAPITAL Balance at 1 January 2012 Appropriation of the profit of 2011 Comprehensive income for the year: Profit for the year Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries Exchange differences arising on goodwill Other changes in equity of subsidiaries Total comprehensive income for the year Acquisition of treasury stock Share capital increase in subsidiaries Other changes in equity of subsidiaries Changes in the consolidation perimeter Non-controlling interests transactions Balance at 30 September 2012 Balance at 1 January 2013 Appropriation of the profit of 2012 Comprehensive income for the year: Profit for the year Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries Exchange differences arising on goodwill Other changes in equity of subsidiaries Total comprehensive income for the year Other changes in equity of subsidiaries Changes in the consolidation perimeter Non-controlling interests transactions Balance at 30 September 2013 SHARE PREMIUM CASH FLOW HEDGE DERIVATIVES RESERVES TREASURY STOCK FOREIGN CURRENCY TRANSLATION RESERVES STOCK OPTIONS RESERVES OTHER RESERVES EQUITY ATTRIBUTABLE NONNET PROFIT TO OWNERS CONTROLLING OF THE YEAR OF THE INTERESTS PARENT (48,587,256) 235,933,501 31,783,623 48,587,256 - TOTAL EQUITY 50,000,000 - 186,500,000 - (2,415,629) - (289,986) - (19,563,611) - 198,979 - 70,091,004 (48,587,256) 267,717,124 - - - - - - - - (35,376,803) (35,376,803) 2,376,533 (33,000,270) - - - - (1,059,596) - - - (1,059,596) 40,183 (1,019,413) 50,000,000 186,500,000 (451,029) (2,866,659) 165,637 165,637 (124,349) 312,420 (747,176) (20,310,787) - (35,376,803) (35,376,803) 312,420 165,637 (35,958,342) (451,029) 198,979 1,094,181 58,668 (3,545,159) 19,111,439 1,094,181 58,668 (3,545,159) 197,131,820 (25,050) 2,391,662 32,400 1,167,021 47,764 18,029,961 53,452,432 312,420 140,586 (33,566,680) (451,029) 32,400 2,261,203 106,432 14,484,803 250,584,252 50,000,000 - 186,500,000 - (2,868,519) - (902,433) - (18,903,670) - - 18,306,920 (55,852,988) (55,852,988) 55,852,988 176,279,311 - 50,975,912 - 227,255,223 - - - - - - - - (50,201,524) (50,201,524) 1,468,120 (48,733,404) - - - - (3,499,889) - - - (3,499,889) (208,081) (3,707,969) 50,000,000 186,500,000 (2,868,519) 1,108,576 1,108,576 206.143 (709,257) (4,209,146) (23,112,816) - (193,839) (13,196) (2,374,197) (40,127,300) (50,201,524) (50,201,524) (709,257) 1,108,576 (53,302,094) (193,839) (13,196) (2,374,197) 120,395,984 (9,360) 54,494 1,305,174 39,465 (75,672) 745,119 52,989,998 (718,617) 1,163,070 (51,996,920) (154,374) (88,868) (1,629,078) 173,385,982 The accompanying notes are part of these financial statements PAGE 33 9M2013 REPORT CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2013 AND 2012 (amounts expressed in Euro) (Translation of consolidated financial statements originally issued in Portuguese - note 38) 9M' 2013 IFRS (NON AUDITED) 9M' 2012 IFRS (NON AUDITED) 3ND QUARTER 2013 IFRS (NON AUDITED) 3ND QUARTER 2012 IFRS (NON AUDITED) 497,104,344 (438,349,496) (60,090,552) (1,335,704) (1,258,857) 13,998,235 12,739,378 11,403,675 434,444,345 (351,347,654) (61,060,141) 22,036,550 (4,232,796) (7,262,572) (11,495,368) 10,541,183 168,730,752 (161,285,996) (20,869,814) (13,425,057) (1,694,266) 17,192,553 15,498,287 2,073,230 145,308,624 (98,164,402) (20,659,466) 26,484,756 (529,439) (1,248,573) (1,778,011) 24,706,745 7,711,349 1,182,660 196,992 122,763 2,345,948 279,851 11,839,563 2,698,813 2,268,799 676,477 1,283,652 3,016,203 408,500 10,352,443 1,091,829 62,565 122,763 697,542 184,161 2,158,860 1,069,587 52,770 (53,000) 1,141,078 2,210,435 (1,622,859) (8,844,632) (1,617,529) (504,765) (12,589,785) (750,222) (883,937) (18,028,990) (16,138,803) (5,000) (35,056,730) (24,704,287) (1,722,420) (317,867) (2,040,287) 118,573 (6,641,719) (5,184,874) (11,826,593) (9,616,158) 546,709,782 1,945,501 548,655,283 399,199,333 16,043 829,718 400,045,094 260,956,474 563,257 261,519,731 101,493,425 221,889 101,715,314 (544,107,745) (1,782,938) (19,374,964) (1,645,221) (566,910,868) (18,255,585) (405,030,587) (4,125,069) (16,360,503) (451,029) (3,013,667) (428,980,855) (28,935,761) (259,104,582) (1,036,476) (11,638,140) (48,025) (271,827,223) (10,307,492) (112,990,361) (1,692,210) (1,377,632) (1,569) (165,469) (116,227,241) (14,511,927) (7,602,132) (3,879,971) (815,203) 38,024,569 25,727,263 (43,098,866) (4,303,169) (350,757) 77,886,483 30,133,691 (8,115,689) 50,000 (388,676) 34,181,628 25,727,263 578,660 (40,472) (314,232) 29,909,735 30,133,691 OPERATING ACTIVITIES Receipts from customers Payments to suppliers Payments to employees Cash generated from operations Income tax paid Other receipts/(payments) relating to operating activities Cash generated from other operating activities Net cash generated by operating activities (1) INVESTING ACTIVITIES Receipts arising from: Financial assets Tangible assets Intangible assets Investment grants Interest and similar income Others Payments arising from: Financial assets Tangible assets Intangible assets Others Net cash generated by investing activities (2) FINANCING ACTIVITIES Receipts arising from: Borrowings Grants and donations Others Payments arising from: Borrowings Leasings Interest and similar costs Acquisition of treasury stock Others Net cash generated by financing activities (3) Net increase in cash and cash equivalents (4)=(1)+(2)+(3) Changes in the consolidation perimeter and others Effect of foreign exchange currencies Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period The accompanying notes are part of these financial statements PAGE 34 9M2013 REPORT 06 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS INTRODUCTORY NOTE Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal (‘Martifer SGPS’ or ‘the Company’), and its group of companies (‘Group’), have as its main activity the construction of steel infrastructures and solar activity - which focuses on the development of photovoltaic projects, the installation of turnkey photovoltaic parks or under the EPC and the development of architectural integration projects and microgeneration. They also have other activities which highlight the promotion and development of renewable energy projects (Note 3). Martifer SGPS was incorporated on 29 October 2004, its share capital having been realized through the delivery of shares, valued at its market value, that the shareholders held in Martifer - Construções, S.A., a company that was incorporated in 1990 and which, at that time, was the holding company of the current Martifer Group. As of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon. At 30 September 2013, the Group has developed its activity in Portugal, Spain, Poland, Slovakia, Romania, Czech Republic, Angola, Brazil, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgaria, Netherlands, France, Morocco, United Kingdom, Canada, Mexico, Saudi Arabia, Germany, Chile, Ecuador, Ukraine, Turkey, Senegal, Singapore, India and Japan. The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2012. All the amounts presented in these notes are expressed in Euros (rounded at unit), unless otherwise stated. These consolidated financial statements are not audited. 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION These accompanying consolidated financial statements relate to the consolidated financial statements of the Martifer Group and were prepared in accordance with the International Financial Reporting Standards (“IFRS”), as adopted by the European Union, in force at the beginning of the economic period started 1 January 2013. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been endorsed by the European Union. The interim consolidated financial report for the period ended at 30 September 2013 has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union. These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the revaluation of certain financial instruments, which are stated at fair value. The accounting policies adopted are consistent with those considered in the financial statements for the year ended as of 31 December 2012 and disclosed in the corresponding notes. The amendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force during the period ended in 30 September 2013 had no significant impact on the Group’s consolidated financial statements. The consolidated financial statements were presented in Euros since this is the main currency of the Group’s operations. In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group’s Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were performed taking into consideration the best knowledge available at the financial statements approval date of the events and the dealings in progress. PAGE 36 9M2013 REPORT 2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 30 September 2013 are as follows: COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD PERCENTAGE OF SHARE CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION DIRECTLY Martifer SGPS, S.A. Oliveira de Frades Martifer SGPS Holding INDIRECTLY TOTAL Martifer Inovação e Gestão, S.A. Oliveira de Frades Martifer Inovação Martifer Gestiune Si Servicii, S.R.L. Bucharest Martifer Inovação Roménia 100.00% - 100.00% 100.00% - 100.00% Oliveira de Frades Martifer Metallic Constructions Oliveira de Frades Martifer Construções 100.00% - 100.00% - 100.00% Dublin 100.00% MMECC - 60.00% 60.00% Martifer – Construcciones Metálicas España, S.A. Martifer – Construções Metálicas Angola, S.A. Madrid Martifer Espanha - 100.00% 100.00% Luanda Martifer Angola - 78.75% 78.75% Martifer Construction Limited Dublin Martifer Irlanda - 100.00% 100.00% Martifer Polska Sp. Zo.o. Gliwice Martifer Polska - 100.00% 100.00% Martifer Constructions, SAS Rungis Martifer França - 100.00% 100.00% Martifer Constructii SRL Bucareste Martifer Constructii - 100.00% 100.00% Park Logistyczny Biskupice Gliwice Biskupice - 100.00% 100.00% Martifer Konstrukcje Sp. Z o.o. Gliwice Martifer Konstrukcje - 100.00% 100.00% Martifer Slovakia S.R.O. Bratislava Martifer Slovakia - 100.00% 100.00% Sociedade de Madeiras do Vouga, S.A. Albergaria-a-Velha Madeiras do Vouga - 100.00% 100.00% Martifer - Gestão de Investimentos, S.A. Oliveira de Frades MGI - 100.00% 100.00% Oliveira de Frades Nagatel Viseu - 100.00% 100.00% Martifer Retail & Warehousing Angola, S.A. Luanda Martifer Retail Angola - 100.00% 100.00% Martifer - Alumínios, S.A. Oliveira de Frades Martifer Alumínios - 100.00% 100.00% Martifer Alumínios Angola, S.A. Luanda Martifer Alumínios Angola - 100.00% 100.00% Martifer Aluminium Pty, Ltd Sidney Sassall - 100.00% 100.00% Martifer Aluminium Limited Dublin Martifer Aluminium Irlanda - 100.00% 100.00% Martifer Aluminium UK Limited London Martifer Aluminium Reino Unido - 100.00% 100.00% Martifer Aluminium SAS Rungis Martifer Aluminium França - 100.00% 100.00% Martifer Alumínios Ltda São Paulo Martifer Alumínios Brasil - 99.99% 99.99% Martifer UK Limited London Martifer UK - 100.00% 100.00% MT Construction Maroc, S.A.R.L. Tangier Martifer Marrocos - 100.00% 100.00% Martifer - Construções Metálicas, Ltda. Fortaleza Martifer Brasil - 99.80% 99.80% Saudi Martifer Constructions LLC Riyadh Martifer Arábia Saudita - 100.00% 100.00% Vienna Martifer GmbH 100.00% - 100.00% Gliwice M City Gliwice - 100.00% 100.00% Oliveira de Frades Martifer Energy Systems 100.00% - 100.00% Martifer Energia S.R.L. Bucareste Martifer Energia Roménia - 100.00% 100.00% Martifer Energia LLC Kiev Martifer Energia Ucrânia - 100.00% 100.00% Martifer Wind Energy Systems LLC San Angelo TX Martifer Wind USA - 100.00% 100.00% Martifer Energy Systems PTY Cape Town Martifer Energia África do Sul - 85.00% 85.00% Navalria – Docas, Construções e Reparações Navais, S.A. Aveiro Navalria - 100.00% 100.00% Gebox, S.A. Ílhavo Gebox Oliveira de Frades Martifer Global Martifer Construcciones Peru, S.A. Lima Global Holding Limited Martifer Metallic Constructions SGPS, S.A. Martifer - Construções Metalomecânicas, S.A. Martifer Mota-Engil Coffey Construction Joint Venture Limited Nagatel Viseu, Promoção Imobiliária, S.A. Martifer Beteiligungsverwaltungs GmbH M City Gliwice Sp. Zo.o Martifer Energy Systems SGPS, S.A. Martifer Global SGPS, S.A. Global Engineering & Construction Limited Martifer Solar SGPS, S.A. Martifer Solar, S.A. Martifer Solar Sistemas Solares, S.A. 9M2013 REPORT - 100.00% 100.00% 100.00% - 100.00% Martifer Peru - 100.00% 100.00% Zebbug Global Holding Limited - 100.00% 100.00% Zebbug Global Engineering - 100.00% 100.00% Oliveira de Frades Martifer Solar SGPS 100.00% - 100.00% Oliveira de Frades Martifer Solar - 55.00% 55.00% Madrid Martifer Solar Sistemas Solares - 55.00% 55.00% PAGE 37 PERCENTAGE OF SHARE CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION Solar Parks Construccion Parques Solares ETVE, S.A. DIRECTLY INDIRECTLY TOTAL Madrid Solar Parks - 55.00% 55.00% Parque Solar Seseña III, S.L. MTS Solar Sistemas Solares, S.A. Madrid Seseña III - 55.00% 55.00% Mexico City Martifer Solar México - 54.45% Martifer Solar Chile Holding, Lda 54.45% Santiago, Chile Martifer Solar Chile - 55.00% 55.00% Santiago, Chile Solar Chile Operaciones - 55.00% 55.00% Martifer Solar Sistemas Solares Equador S.A. Sangolquí Martifer Solar Equador - 54.45% 54.45% Martifer Solar Servicios Mexico Mexico City Martifer Solar Servicios Mexico - 55.00% 55.00% Milan Martifer Solar Itália - 55.00% 55.00% MTS1 S.R.L. Syracuse MTS1 - 55.00% 55.00% MTS2 S.R.L. Syracuse MTS2 - 55.00% 55.00% MTS3 S.R.L. Syracuse MTS3 - 55.00% 55.00% MTS4 S.R.L. Syracuse MTS4 - 55.00% 55.00% Martifer Solar RO S.R.L. Bucharest Martifer Solar Roménia - 55.00% 55.00% S. Francisco CA Martifer Inc. - 55.00% 55.00% Santa Monica CA AEM - 54.61% 54.61% Santa Monica CA Solar Aurora 1) - 54.07% 54.07% MT Silverado Fund LLC S. Francisco CA Silverado 1) - 31.42% 31.42% Martifer Solar Finance LLC S. Francisco CA Martifer Solar Finance - 55.00% 55.00% Martifer Solar Hellas, A.T.E. Athens PVI 1) - 39.13% 39.13% Martifer Solar Angola Luanda Martifer Solar Angola 1) - 41.25% 41.25% Martifer Solar N.V. Deerlijk Martifer Solar Bélgica - 55.00% 55.00% Martifer Solar UK Limited London Martifer Solar UK - 55.00% 55.00% Martifer Solar S.A.S. Lyon Martifer Solar França - 55.00% 55.00% Martifer Solar CZ Prague Martifer Solar República Checa - 55.00% 55.00% Home Energy France SAS Lyon Home Energy França - 55.00% 55.00% PVGlass, S.A. Oliveira de Frades PVGlass - 55.00% 55.00% Milan PVGlass Itália - 55.00% 55.00% Oliveira de Frades Mprime - 55.00% 55.00% MPrime Italia S.r.l Oliveira de Frades MPrime Itália - 55.00% 55.00% MPrime GMBH Munich MPrime GMBH - 55.00% 55.00% Sever do Vouga Sol Cativante - 55.00% 55.00% Viseu Sol Cativante VII - 55.00% 55.00% Amsterdam Martifer Solar Holanda - 55.00% 55.00% Martifer Solar Canadá, Ltd. Toronto Martifer Solar Canadá - 55.00% 55.00% MTS6 S.R.L. Syracuse MTS6 - 55.00% 55.00% Martifer Solar SK s.r.o. Dolny Kubin Martifer Solar Eslováquia - 55.00% 55.00% Ginosa Solar Farm, S.R.L. Roma Ginosa Solar Farm - 55.00% 55.00% Solar Spritehood S.R.L Roma Solar Spritehood - 55.00% 55.00% MTS7, S.R.L. Roma MTS7 - 55.00% 55.00% Canopy - Naos Paris Canopy Naos - 55.00% 55.00% MTS Trewidland Solar, Ltd London MTS Trewidland Solar - 55.00% 55.00% Steadfast Fairview Solar, Ltd Andover Steadfast Fairview Solar - 55.00% 55.00% Steadfast Molland Solar, Ltd Andover Steadfast Molland Solar - 55.00% 55.00% Steadfast Apsley Solar, Ltd Andover Steadfast Apsley Solar - 55.00% 55.00% Martifer Solar UA, LLC Kyiv Martifer Solar Ucrânia - 55.00% 55.00% Inspira Martifer Solar Limited Mumbai Inspira Martifer Solar 1) - 28.05% 28.05% Societé Developpement Local SA Dakar Martifer Solar Senegal - 28.05% 28.05% Martimak Solar Besiktas Martimak1) - 44.00% 44.00% Martiper Solar Besiktas Martiper1) - 44.00% 44.00% Martifer Solar Singapura PTE. LTD. Singapura Martifer Solar Singapura - 55.00% 55.00% Tokyo Martifer Solar Japan - 55.00% 55.00% EVIVA SOLAR 1 LTD Athens Eviva Solar 1 - 54.90% 54.90% EVIVA SOLAR 2 LTD Athens Eviva Solar 2 - 54.90% 54.90% MTS Downs Farm Solar Limited London MTS Downs - 55.00% 55.00% MTS Spittleborough Solar Limited London MTS Spittleborough - 55.00% 55.00% MTS Tonge Solar Limited London MTS Tonge - 55.00% 55.00% MTS Rydon Solar Limited London MTS Rydon - 55.00% 55.00% Martifer Solar MZ, S.A. Maputo Martifer Solar Moçambique 1) - 28.05% 28.05% Greencoverage Unipessoal, Lda. Oliveira de Frades Greencoverage - 55.00% 55.00% Martifer Solar Chile Operaciones Limitada Martifer Solar S.R.L. Martifer Solar Inc. Martifer Solar USA, Inc. Martifer Aurora Solar, LLC PVGlass S.r.l MPrime Solar Solutions, S.A. Sol Cativante, Lda. Sol Cativante VII, Lda. Martifer Solar Investments, B.V. Martifer Solar Japan KK PAGE 38 1) 9M2013 REPORT PERCENTAGE OF SHARE CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL Martifer Solar, Ltda Pindamonhangaba Martifer Solar Brasil - 54.45% 54.45% LRCC – La Rad Campo Charro – Energias Renováveis, Lda. São Martinho do Porto LRCC - 55.00% 55.00% Visiontera Unipessoal, Lda Oliveira de Frades Visiontera - 55.00% 55.00% Oliveira de Frades Inovsun - 55.00% 55.00% Inovsun, Lda. Martifer Renewables SGPS, S.A. Oliveira de Frades Martifer Renewables SGPS 100.00% - 100.00% Martifer Renewables, S.A. Oliveira de Frades Martifer Renewables SA - 100.00% 100.00% Martifer Renovables ETVE, S.A.U. Madrid Martifer Renovables - 100.00% 100.00% Eurocab FV 1 S.L. Madrid Eurocab 1 - 100.00% 100.00% Eurocab FV 2 S.L. Madrid Eurocab 2 - 100.00% 100.00% Eurocab FV 3 S.L. Madrid Eurocab 3 - 100.00% 100.00% Eurocab FV 4 S.L. Madrid Eurocab 4 - 100.00% 100.00% Eurocab FV 5 S.L. Madrid Eurocab 5 - 100.00% 100.00% Eurocab FV 6 S.L. Madrid Eurocab 6 - 100.00% 100.00% Eurocab FV 7 S.L. Madrid Eurocab 7 - 100.00% 100.00% Eurocab FV 8 S.L. Madrid Eurocab 8 - 100.00% 100.00% Eurocab FV 9 S.L. Madrid Eurocab 9 - 100.00% 100.00% Eurocab FV 10 S.L. Madrid Eurocab 10 - 100.00% 100.00% Eurocab FV 11 S.L. Madrid Eurocab 11 - 100.00% 100.00% Eurocab FV 12 S.L. Madrid Eurocab 12 - 100.00% 100.00% Eurocab FV 13 S.L. Madrid Eurocab 13 - 100.00% 100.00% Eurocab FV 14 S.L. Madrid Eurocab 14 - 100.00% 100.00% Eurocab FV 15 S.L. Madrid Eurocab 15 - 100.00% 100.00% Eurocab FV 16 S.L. Madrid Eurocab 16 - 100.00% 100.00% Eurocab FV 17 S.L. Madrid Eurocab 17 - 100.00% 100.00% Eurocab FV 18 S.L. Madrid Eurocab 18 - 100.00% 100.00% Eurocab FV 19 S.L. Madrid Eurocab 19 - 100.00% 100.00% Bucharest Eviva Roménia - 100.00% 100.00% Eviva Nalbant S.R.O. Bucharest Eviva Nalbant - 100.00% 100.00% Eviva Agighiol S.R.L. Bucharest Eviva Agighiol - 99.00% 99.00% Eviva Casimcea S.R.O. Bucharest Eviva Casimcea - 99.00% 99.00% Premium Management Consulting, S.R.L. Bucharest Premium Management - 85.00% 85.00% MW Topolog, S.R.L. Bucharest MW Topolog - 99.00% 99.00% Martifer Renewables, S.A. Gliwice Eviva Polónia - 100.00% 100.00% Martifer Renewables Pty, Ltd. Sidney Eviva Austrália - 100.00% 100.00% Eviva Beteiligungsverwaltungs GmbH Vienna Eviva GmbH - 100.00% 100.00% Eviva Hidro S.R.L. Bucharest Eviva Hidro 1.00% 99.00% 100.00% Martifer Deutschland GmbH Berlin Martifer Deutschland - 100.00% 100.00% Wind Farm Odrzechowa Sp. Zo.o Gliwice Wind Odrzechowa - 100.00% 100.00% Eviva Gizalki Sp. Zo.o Miastko Eviva Gizalki - 100.00% 100.00% Wind Farm Bukowsko Sp. Zo.o Gliwice Wind Farm Bukowsko - 100.00% 100.00% Wind Farm Markowa Sp. Zo.o Gliwice Wind Farm Markowa - 100.00% 100.00% Wind Farm Lada Sp. Zo.o Gliwice Wind Farm Lada - 100.00% 100.00% Wind Farm Jawornik Sp. Zo.o Gliwice Wind Farm Jawornik - 100.00% 100.00% Wind Farm Piersno Sp. Zo.o Gliwice Wind Farm Piersno - 100.00% 100.00% Wind Farm Oborniki Sp. Zo.o Gliwice Wind Farm Oborniki - 100.00% 100.00% Martifer Renewables Brazil B.V. Amsterdam Renewables Holanda - 100.00% 100.00% Varna Vesto - 100.00% 100.00% DVP1 Limited Varna DVP1 - 100.00% 100.00% DVP2 Limited Varna DVP2 - 100.00% 100.00% Madrid Eurocab 21 - 100.00% 100.00% Amsterdam Renewables Italy Holanda - 100.00% 100.00% Fortaleza Martifer Renewables Brasil - 100.00% 100.00% Fortaleza Ventania - 55.00% 55.00% Eólica Cajueiro da Praia, Ltda . Fortaleza Cajueiro - 55.00% 55.00% Eólica Coqueirais, Ltda. Fortaleza Coqueirais - 55.00% 55.00% - 41.25% 41.25% Eviva Energy S.R.L. Vesto EAD Martifer Renewables Investments ETVE, S.A. Martifer Renewables Italy BV Martifer Renewables Brasil Participações LTDA Martifer Renováveis - Geração de Energia e Participações S.A. SBER – Sociedade Brasileira de Energias Renováveis, Ltda. 9M2013 REPORT Fortaleza SBER 1) PAGE 39 PERCENTAGE OF SHARE CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION Melosa – Geração de Energia e Participações, Ltda. DIRECTLY INDIRECTLY TOTAL Fortaleza Melosa - 55.00% 55.00% Eólica Paraipaba, Ltda . Eólica Chapadão, Ltda. Fortaleza Paraipaba - 55.00% 55.00% Fortaleza Chapadão - 55.00% 55.00% Rosa dos Ventos - Geração e Comercialização de Energia, S.A Fortaleza Rosa dos Ventos - 55.00% 55.00% Eólica Macaúbas, Ltda. Fortaleza Macaúbas - 54.99% 54.99% Eólica Sobradinho, Ltda. Fortaleza Sobradinho - 54.99% 54.99% Martifer Renewables O&M Sp. z o.o. Gliwice Martifer Renewables O&M - 52.00% 52.00% Ventinveste Indústria SGPS, S.A. Oliveira de Frades Ventinveste Indústria - 46.00% 46.00% 3) 2) 1) The full consolidation of these companies is justified as the Group has ultimate control. 2) The consolidation of this company through the full consolidation method results from shareholder agreements that regulate the control of the investee. 3) This company has been classified as Asset held for sale (Note 26). COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD PERCENTAGE OF SHARED CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL Metallic Construction Associate companies: Liszki Green Park, Sp. Zo.o Gliwice Liszki Green Park - 45.00% 45.00% Martifer Amal, S.A. Nacala Martifer Amal - 35.00% 35.00% Promoquatro – Investimentos Imobiliários, Lda. Oliveira de Frades Promoquatro - 50.00% 50.00% M City Bialystok Sp. Zo.o Gliwice M City Bialystok - 50.00% 50.00% M City Radom Sp. Zo.o Gliwice M City Radom - 50.00% 50.00% M. City Szczecin Sp. Z o.o. Gliwice M City Szczecin - 50.00% 50.00% Parque Solar Seseña I, S.L. Madrid Seseña I - 20.63% 20.63% Canaverosa Renovables, SL Madrid Canaverosa - 26.94% 26.94% Empresa de Energia Renovable Maria del Sol Norte S.A. Santiago Maria del Sol - 26.95% 26.95% Nutre SGPS, S.A. Oliveira de Frades Prio SGPS 49.00% - 49.00% Nutre, S.A. Oliveira de Frades Prio Foods - 49.00% 49.00% Nutre - Industrias Alimentares, S.A. Oliveira de Frades Prio Alimentar - 49.00% 49.00% Nutre MZ. S.A. Maputo Nutre Moçambique - 49.00% 49.00% Nutre Farming, S.R.L. Bucharest Nutre Farming Roménia - 49.00% 49.00% Prio Agromart S.R.L. Bucharest Prio Agromart - 49.00% 49.00% Prio Balta S.R.L. Bucharest Prio Balta - 49.00% 49.00% Prio Facaieni S.R.L. Bucharest Prio Facaieni - 49.00% 49.00% Prio Ialomita S.R.L. Bucharest Prio Ialomita - 49.00% 49.00% Prio Rapita S.R.L. Bucharest Prio Rapita - 49.00% 49.00% Nutre Farming West Part S.R.L. Bucharest Nutre West Part - 49.00% 49.00% Prio Terra Agricola S.R.L. Bucharest Prio Terra Agricola - 49.00% 49.00% Prio Turism Rural S.R.L Bucharest Prio Turism Rural - 49.00% 49.00% Agromec Balaciu Bucharest Agromec Balaciu - 42.60% 42.60% Miharox S.R.L. Bucharest Miharox - 40.47% 40.47% Zimbrul. S.A. Bucharest Zimbrul - 49.00% 49.00% Agrozootehnica. S.A. Bucharest Agrozootehnica - 48.98% 48.98% Prio Agrotrans S.R.L. Prio Agrotrans - 49.00% 49.00% Prio Foods Brasil - 49.00% 49.00% Prio Extractive S.R.L. Bucharest S. Luís do Maranhão Bucharest Prio Extractive - 22.05% 22.05% Prio Agro Industries. Sp. Z o.o. Gliwice Prio Polónia - 49.00% 49.00% Jointly controlled companies: Solar Associate companies: Other Associate companies: Nutre Brasil LTDA PAGE 40 9M2013 REPORT - PERCENTAGE OF SHARED CAPITAL HELD COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL Prio Biocombustibil S.R.L. Bucharest Prio Biocombustibil - 22.05% 22.05% Prio Meat S.R.L Bucharest Prio Meat - 49.00% 49.00% Prio Foods – AJFS Construções, ACE Lisboa Prio Foods ACE - 24.50% 24.50% Nutre Farming B.V. Amsterdam Nutre Farming - 49.00% 49.00% Bunge Prio Cooperativa U.A. Amsterdam Bunge Prio Cooperative - 22.05% 22.05% Bunge Roménia S.R.L. Buzau Bunge Roménia - 22.05% 22.05% Centralrest, Lda Ilhavo Centralrest - 9.80% 9.80% Prio Agriculture, B.V. Delft Prio Holanda - 49.00% 49.00% Porthold Project Development BV Amsterdam Porthold - 49.00% 49.00% Fertilis Agro-Indústrias, Lda Luanda Fertilis - 29.4% 29.4% Prio Energy SGPS. S.A. Oliveira de Frades Prio Energy SGPS 10.00% - 10.00% Prio Biocombustíveis. S.A. Oliveira de Frades Prio Biocombustíveis - 10.00% 10.00% - 10.00% 10.00% - 10.00% 10.00% - 10.00% 10.00% 1) 2) 2) 2) Prio Energy. S.A. Oliveira de Frades Prio Energy Mondefin Coimbra Mondefin 2) Prio Parque de Tanques de Aveiro, S.A. Oliveira de Frades Prio Tanques Prio.E-Electric, S.A. Oliveira de Frades Prio.E-Electric 2) - 10.00% 10.00% Prio.E-Mobility Solutions, Lda Oliveira de Frades Park Charge 2) - 10.00% 10.00% Prio. E – SGPS, S.A. Oliveira de Frades Prio E SGPS 2) - 10.00% 10.00% Share Motivation, Lda. Oliveira de Frades Share Motivation 2) - 10.00% 10.00% Ventinveste, S.A. Lisbon Ventinveste SA 5.00% 41.00% 46.00% Ventinveste Eólica, SGPS, S.A. Lisbon Ventinveste Eólica - 46.00% 46.00% Parque Eólico de Torrinheiras, S.A. Lisbon PE Torrinheiras - 46.00% 46.00% Parque Eólico do Douro Sul, S.A. Lisbon PE Douro Sul - 46.00% 46.00% Parque Eólico do Pinhal do Oeste, S.A. Lisbon PE Pinhal do Oeste - 46.00% 46.00% Parque Eólico de Vale Grande. S.A. Lisbon PE Vale Grande - 46.00% 46.00% Parque Eólico de Vale do Chão, S.A. Lisbon PE Vale do Chão - 46.00% 46.00% Parque Eólico do Cabeço Norte, S.A. Lisbon PE Cabeço Norte - 46.00% 46.00% Parque Eólico da Serra do Oeste, S.A. Lisbon PE Serra do Oeste - 46.00% 46.00% Parque Eólico do Planalto, S.A. Lisbon PE Planalto - 46.00% 46.00% Eviva Dunowo, Sp. Z o.o. Gliwice Eviva Dunowo - 50.00% 50.00% SPEE 3 – Parque Eólico do Baião, S.A. Lisbon SPEE 3 - 50.00% 50.00% SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. Oliveira de Frades SPEE 2 - 50.00% 50.00% Parque Eólico da Penha da Gardunha, Lda. Oliveira de Frades PE Penha da Gardunha - 50.00% 50.00% 2) Jointly controlled companies: 1) 2) The consolidation of this company through the equity method results from the Group having significant influence of its parent company, which in turn has significant influence on the investee. The consolidation of this company through the equity method results from the Group having significant influence due to a shareholder agreement. During the 9 month period ended 30 September of 2013 and during 2012 the changes occurred in the consolidation perimeter were as follows: Incorporated companies: In the 9 month period ended 30 September of 2013: Nutre Farming West Part S.R.L. (Nutre West Part) Martifer Construcciones Peru, S.A. (Martifer Peru) Martifer Aluminium SAS (Martifer Aluminium França) Eólica Macaúbas Ltda (Macaúbas) Eólica Sobradinho Ltda (Sobradinho) MTS Downs Farm Solar Limited (MTS Downs) MTS Spittleborough Solar Limited (MTS Spittleborough) MTS Tonge Solar Limited (MTS Tonge) MTS Rydon Solar Limited (MTS Rydon) Martifer Solar Japan KK (Martifer Solar Japan) Martifer Alumínios Ltda (Martifer Alumínios Brasil) Martifer Renewables O&M Sp. z o.o (Martifer Renewables O&M) Visiontera Unipessoal, Lda (Visiontera) 9M2013 REPORT PAGE 41 Martifer Solar Servicios Mexico Global Holding Limited Global Engineering & Construction Limited In 2012: Martifer Solar RO S.R.L (Martifer Solar Roménia) Martifer Solar Finance LLC (Martifer Solar Finance) Martifer Solar Sistemas Solares Equador S.A. (Martifer Solar Equador) Martifer Solar Chile Operaciones Limitada (Solar Chile Operaciones) Empresa de Energia Renovable Maria del Sol Norte S.A. (Maria del Sol) Nutre Farming B.V. (Nutre Farming) Prio.E – SGPS, S.A. (Prio E SGPS) Martifer Solar Chile Holding, Lda (Solar Chile) Martifer Global SGPS, S.A. (Martifer Global) Martifer Aluminium UK Limited (Martifer Aluminium UK) MTS Trewidland Solar, Ltd (MTS Trewidland Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar) Martifer Solar UA, LLC (Martifer Solar Ucrânia) Inspira Martifer Solar Limited (Inspira Martifer Solar) Bunge Prio Cooperative U.A. (Bunge Prio Cooperative) Martifer-Amal, S.A (Martifer Amal) Martimak Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martimak Solar) Martiper Solar Initiative Enerji Uretim Dagitim Sanayi Ve Ticaret Limited Sirketi (Martiper Solar) Societé Developpement Local SA (Solar Senegal) Martifer Solar Singapura PTE. LTD. (Solar Singapura) Sol Cativante VII, S.A. (Sol Cativante VII) Eviva Solar 1 Ltd (Eviva Solar 1) Eviva Solar 2 Ltd (Eviva Solar 2) Acquired companies: In the 9 month period ended 30 September of 2013: Fertilis Agro-Indústrias, Lda (Fertilis) In 2012: M. City Szczecin Sp. Z o.o. (M. City Szczecin) LRCC – La Rad Campo Charro – Energias Renováveis, Lda. (LRCC) Share Motivation – Inv. Imobiliários Unipessoal, Lda. (Share Motivation) Magnum Cap Electrical Power, Lda. (Magnum Cap) Martifer Solar, Ltda (Martifer Solar Brasil) Steadfast Fairview Solar, Ltd (Steadfast Fairview Solar) Steadfast Molland Solar, Ltd (Steadfast Molland Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Apsley Solar, Ltd (Steadfast Apsley Solar) Bunge Roménia s.r.l. (Bunge Roménia) Sol Cativante III, S.A. (Sol Cativante III) Steadfast Parkhouse Solar Limited (Parkhouse) Centralrest, Lda. (Centralrest) PAGE 42 9M2013 REPORT Sold / dissolved companies: In the 9 month period ended 30 September of 2013: Martifer Renewables Bippen GmbH (Eviva Bippen) Eviva Mepe (Eviva Grécia) Energia Wiatrowa Sp. Zo.o ( Energia Wiatrowa) Macquarie Capital Wind Fund Pty LTD (Macquarie) In 2012: Eviva Energy SGPS, S.A. (Enerpetra) Sol Cativante IV, S.A. (Sol Cativante IV) Sol Cativante II, S.A. (Sol Cativante II) Sol Cativante VI, Lda.(Sol Cativante VI) Martifer – Hirschfeld Energy Systems LLC (Martifer – Hirschfeld Energy Systems) Silverton Wind Farm Holding (Silverton Wind Farm) Parque Solar Seseña II, S.L. (Parque Solar Seseña II) Parque Solar Segovia, S.L. (Parque Solar Segovia) Parque Solar Quintanar, S.L. (Parque Solar Quintanar) Eurocab FV 20 S.L. (Eurocab FV 20) Veiga & Seabra. S.A. (Veiga & Seabra) Parque Tecnologico do Tamega (PTT) Proempar, S.A (Proempar) MTS 5 (MTS5) Magnum Cap, Lda. (Magnum Cap) Sol Cativante III, S.A. (Sol Cativante III) Sol Cativante V, S.A. (Sol Cativante V) Steadfast Parkhouse Solar Limited (Parkhouse) Steadfast Shipton Belinger Solar, Ltd (Steadfast Shipton Belinger Solar) Steadfast Rudge Solar, Ltd (Steadfast Rudge Solar) MTS Trefinnick Solar, Ltd (MTS Trefinnick Solar) MTS Hatchlands Solar, Ltd. (MTS Hatchlands Solar) Changes in the consolidation method: In the 9 month period ended 30 September of 2013: Prio Agriculture B.V. (Prio Holanda) - from full consolidation method to equity method after its sale by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A. Porthold Project Development BV (Porthold) - from full consolidation method to equity method after the sale of Prio Agriculture B.V. by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A. In 2012: Resun Developments, S.A. – In 2011 was consolidated through the full consolidation method. In 2012, after the sale of its financial participation in this entity, Martifer Group maintains only 10% of participation, which is recorded at the cost. MS – Participações Societárias, S.A. (MS Brasil) – from equity method to the cost, after the loss of join control of this company with Santander Brazil. Eólica Embuaca, Ltda. (Embuaca) - from equity method to the cost, after the loss of join control of this company with Santander Brazil. Eólica Mar e Terra, Ltda (Mar e Terra) - from equity method to the cost, after the loss of join control of this company with Santander Brazil. Eólica Bela Vista, Ltda. (Bela Vista) - from equity method to the cost, after the loss of join control of this company with Santander Brazil. Eólica Icaraí, Ltda. (Icaraí) - from equity method to the cost, after the loss of join control of this company with Santander Brazil. 9M2013 REPORT PAGE 43 Other changes in the consolidation perimeter: In the 9 month period ended 30 September of 2013: Porthold Project Development BV (Porthold) - increase in financial participation by Prio Agriculture B.V from 55% to 100%. Eviva Gizalki Sp.Zo.o (Eviva Gizalki) – increase in financial participation by Martifer Renewables SGPS, S.A. from 72% to 100%. Martifer Solar USA, Inc. (AEM) – increase in financial participation by Martifer Solar Inc. from 63.5% to 99.293%. Eviva Nalbant S.R.O. (Eviva Nalbant) – increase in financial participation by Eviva Energy S.R.L. from 99% to 100%. Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in financial participation by Martifer Renováveis-Geração de Energia e Participações, S.A. from 97.5% to 100%. Prio Energy SGPS - decrease in financial participation by Martifer SGPS, S.A. from 49% to 10%. In 2012: Martifer Recycling Sp. Z.o.o. (Martifer Recycling Polónia) – merge by incorporation in Martifer Konstrukcje Sp. Z o.o. (Martifer Konstrukcje) Martifer - Alumínios, S.A. (Martifer Alumínios Espanha) - merge by incorporation in Martifer – Construcciones Metálicas España, S.A. (Martifer Espanha) Gebox, S.A (Gebox) – increase in financial participation by Martifer Energy Systems SGPS, S.A. from 65% to100%. Martifer Solar SGPS, S.A. (Martifer Solar SGPS) – decrease in financial participation by Martifer SGPS, S.A. from 75% to 55%. Sol Cativante, Lda (Sol Cativante) – increase in financial participation by Martifer Solar, S.A. from 9.1% to 100%. Ennebiuno S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company. Ennebidue S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company. Ennebitre S.R.L – acquisition of 100% of shares by MTS4, s.r.l., followed by merge in this company. Fvexcava S.R.L – acquisition of 100% of shares by MTS3, s.r.l., followed by merge in this company. Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in financial participation by MS - Participações Societárias, S.A. from 95% to 97.5%. 3. INFORMATION BY BUSINESS SEGMENTS The Group bases its disclosure of information for primary segments on its internal organisation in terms of management. The Group is organised in three business areas: ‘Metallic Construction’, ‘Solar’ and ‘RE Developer’ that are coordinated and supported by Martifer SGPS. The Metallic Construction business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and navy. In the ‘Solar’ segment the focus is on the production of PV panels, as well as the turnkey solar parks delivery, promotion, licensing, operation and maintenance of projects. The ‘RE Developer’ segment includes the promotion and development of projects of renewable energy, with special emphasis in the wind sector. Amounts related with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO) are reported as ‘Others’. The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the attached financial statements (Note 1). PAGE 44 9M2013 REPORT At 30 September 2013 and 2012, the breakdown of sales and services rendered by primary segments is as follows: SALES TO EXTERNAL CUSTOMERS INTERSEGMENT SALES TOTAL 9M'13 EURO 9M'12 EURO 9M'13 EURO 9M'12 EURO 9M'13 EURO 9M'12 EURO Metallic Construction 191,912,019 172,756,933 31,515,569 55,100,534 223,427,588 227,857,467 Solar RE Developer Others 209,833,159 13,850,987 863,093 416,459,259 154,564,165 11,682,849 1,529,453 340,533,400 61,053,835 1,601,569 2,731,480 96,902,453 34,590,926 558,168 4,386,806 94,636,434 270,886,994 15,452,556 3,594,573 513,361,712 189,155,091 12,241,017 5,916,259 435,169,834 Intersegment eliminations (94,120,968) (91,058,495) Own work capitalized (Note 5) (2,781,485) 416,459,259 (3,577,939) 340,533,400 Sales and services rendered by geographical segments are as follows: 9M'13 EURO 9M'12 EURO Metallic Construction Solar RE Developer 75,973,576 37,944,926 4,373,370 50,981,130 59,038,179 4,910,723 Others European Union (other) Metallic Construction Solar RE Developer Others Other markets Metallic Construction Solar RE Developer 738,668 1,370,712 37,292,849 86,581,952 4,947,951 44,898 52,684,800 66,662,487 942,643 158,741 78,645,594 85,385,808 4,529,666 416,459,259 69,091,004 28,863,499 5,829,482 340,533,400 Iberian Peninsula At 30 September 2013 and 2012, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows: EBITDA Metallic Construction Solar RE Developer Others EBIT PROFIT AFTER TAX 9M'13 EURO 9M'12 EURO 9M'13 EURO 9M'12 EURO 9M'13 EURO 9M'12 EURO (13,846,976) 12,004,048 21,335,766 146,228 19,639,066 (6,300,425) 12,290,152 6,825,872 1,800,839 14,616,438 (27,354,749) 8,362,360 4,316,395 (1,237,366) (15,913,360) (19,530,297) 11,013,709 2,088,248 366,745 (6,061,595) (43,563,849) 184,128 2,247,923 (7,601,606) (48,733,404) (29,896,327) 4,793,296 591,069 (8,488,308) (33,000,270) During this period, the Group has reviewed the presentation in consolidated income statement of the gains/losses from the sale of subsidiary companies, resulting in the reclassification of those amounts from financial results to operating results (see Note 5). The Group’s net assets and liabilities by operating segments at 30 September 2013 and 31 December 2012 are as follows: ASSETS Metallic Construction Solar RE Developer Holding and MIGs Intra-group eliminations LIABILITIES 30 SEPTEMBER 2013 31 DECEMBER 2012 30 SEPTEMBER 2013 31 DECEMBER 2012 346,741,022 315,401,179 184,609,170 542,680,337 (491,786,522) 897,645,185 382,567,279 288,991,897 224,126,986 550,627,281 (469,938,243) 976,375,200 313,478,556 234,001,756 56,764,494 167,275,318 (47,260,921) 724,259,202 322,965,218 208,354,852 94,798,380 168,533,767 (45,532,240) 749,119,977 The amount of assets and liabilities at 30 September 2013 above includes Assets held for sale (see Note 26). 9M2013 REPORT PAGE 45 The Group’s capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 30 September 2013 and 2012, are as follows: CAPITAL EXPENDITURES 30 SEPTEMBER 2013 AMORTIZATIONS 30 SEPTEMBER 2012 9M'13 EURO 9M'12 EURO 4,568,007 5,857,745 5,369,165 6,214,972 3,747,555 1,881,150 62,394 10,259,106 21,769,825 798,217 438,820 28,864,607 2,277,473 3,852,544 1,383,595 12,882,777 2,038,817 3,836,916 1,434,095 13,524,800 9M'13 EURO 9M'12 EURO Revenue from the sale of merchandise 101,704,438 61,886,601 Revenue from the sale of goods Services rendered 108,592,237 206,162,584 416,459,259 79,440,131 199,206,667 340,533,400 9M'13 EURO 18,234,147 2,781,485 12,689,254 6,590,692 7,528,920 47,824,498 9M'12 EURO (612,345) 3,577,939 299,246 16,986,435 20,251,275 Metallic Construction Solar RE Developer Others 4. SALES AND SERVICES RENDERED At 30 September 2013 and 2012, the breakdown of sales and services rendered is as follows: 5. OTHER OPERATIONAL GAINS At 30 September 2013 and 2012 the breakdown of the caption ‘Other operational gains’ is as follows: Change in production Own work capitalized Capital Gains in non-financial assets Foreign exchange gains Other operational gains The caption Change in production is mainly related with the development of solar projects that are being developed in United States of America (Note 21). The amount included under the heading 'Own work capitalized’, during the nine month periods ended 30 September of 2013 is related primarily to the construction of solar parks in the segment 'Solar' in Italy, and with work carried out in Brazil in the segment 'Metallic Construction’. In the 9 month period ended 30 September of 2012, the caption "Other operational gains' included the effect of the capitalization of development costs of wind farms in the ‘RE Developer’ segment, which are already finished. During this period, the Group has reviewed the presentation in consolidated income statement of the gains/losses from the sale of subsidiary companies, resulting in the reclassification of that amounts from financial results to operating results. The rational is that financial results must include only the amounts related with financing costs of the Group or arising from the treasury management and loans. Thus, at 30 September 2013, the Capital Gains / (Losses) in non-financial assets includes the financial gain from the sale by Martifer Renewables, SGPS, S.A. of the share capital interest of Energia Wiatrowa, Sp. Zo.o, in June 2013. This sale, agreed in 30 September 2011, was conditional to compliance with some terms and conditions set out in the agreement, namely the conclusion of the Rymanow Project, a wind farm with 13 turbines, in the region of Podkarpackie, which is being developed by Energia Wiatrowa. PAGE 46 9M2013 REPORT 6. COST OF GOODS SOLD AND SUBCONTRACTORS At 30 September 2013 and 2012 the cost of goods sold and subcontractors is as follows: 30 SEPTEMBER 2012 MERCHANDISE Opening balance Purchases Changes in the consolidation perimeter, currency exchange differences, transfers and others Closing balance Cost of goods sold RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES TOTAL 7,959,678 14,706,812 22,666,490 26,381,427 128,463,783 154,845,210 780,274 907,389 1,687,663 6,098,747 13,489,634 19,588,381 29,022,632 130,588,350 159,610,982 Subcontractors 58,971,038 218,582,020 30 SEPTEMBER 2013 MERCHANDISE RAW-MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES Opening balance TOTAL 6,557,447 10,825,365 17,382,812 59,802,263 98,952,987 158,755,250 Changes in the consolidation perimeter, currency exchange differences, transfers and others 4,083,183 54,095 4,137,278 Reclassification to fixed assets (Notes 16 and 17) 6,416,400 - 6,416,400 Closing balance 12,540,306 13,435,754 25,976,060 Cost of goods sold 64,318,987 96,396,693 160,715,680 Purchases Subcontractors 111,123,713 271,839,393 7. EXTERNAL SUPPLIES AND SERVICES At 30 September 2013 and 2012 the external supplies and services are as follows: 9M'13 EURO 9M'12 EURO Transportation of goods 13,877,959 6,784,421 Specialized Works 25,767,774 14,232,870 Leases and rents 13,362,965 11,332,620 Service Fees 10,874,395 504,128 Travelling expenses 4,797,306 4,642,325 Electricity and Fuel 3,119,588 3,233,901 Insurance 2,602,667 2,715,736 Maintenance and repairs 1,267,985 1,084,915 Communications 1,271,517 1,353,898 Security 1,202,870 997,538 Legal and notarial fees 919,076 1,155,636 Commissions 604,629 1,043,551 Advertising 748,549 1,100,165 Cleaning, health and safety 509,609 536,280 Tools and devices 463,198 1,005,275 Other 9M2013 REPORT 2,755,956 2,955,242 84,146,042 54,678,500 PAGE 47 8. STAFF COSTS At 30 September 2013 and 2012, staff costs are as follows: 9M'13 EURO 9M'12 EURO Salaries 47,428,099 48,750,676 Social contributions 13,866,620 61,294,719 14,649,202 63,399,878 The caption ‘social contributions’ includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation. 9. OTHER OPERATIONAL LOSSES At 30 September 2013 and 2012, the caption ‘Other operational losses’ is as follows: Taxes Trade debtors and other assets impairments Capital Losses in non-financial assets Foreign exchange losses Other operational losses Total 9M'13 EURO 4,557,816 8,817,294 611,873 6,870,471 6,507,083 27,364,537 9M'12 EURO 1,530,405 5,926,515 14,083 2,036,836 9,507,839 10. PROVISIONS AND IMPAIRMENT LOSSES The provisions and impairment losses during the nine month periods ended 30 September of 2013 and 2012 were as follows: Impairment losses Goodwill (Note 15) In intangible assets (Note 16) In tangible assets (Note 17) Provisions (Note 30) Arising from the use of the equity method Quality guarantees Legal claims in progress Others PAGE 48 9M'13 EURO 9M'12 EURO 4,658,577 684,890 13,135,342 18,478,809 1,150,786 1,150,786 685,803 31,535 1,197,016 2,276,486 4,190,840 784,794 233,335 4,984,319 6,002,447 9M2013 REPORT 11. NET FINANCIAL RESULTS The net financial results for the years ended at 30 September 2013 and 2012 can be analysed as follows: 9M'13 EURO 9M'12 EURO 3,465,850 4,264,391 27,341 17,383,756 203 497,276 4,036,839 972,792 9,587,025 331,528 25,886,578 14,680,423 9M'13 EURO 9M'12 EURO 23,825,524 (49,982) 18,290,439 (4,361) 268,305 276,074 6,656,088 8,766,585 39,466,520 12,191,097 7,213,787 37,967,037 FINANCIAL INCOME Loans and accounts receivable (including bank deposits) - Interest income Financial assets available for sale - Dividend income - Gains on the sale of financial assets Other financial income related to other financial assets - Foreign exchange gains - Other financial income FINANCIAL EXPENSES Loans and accounts payable - Interest expenses in bank loans and in finance leases - Of which included in the acquisition cost of assets in progress Available for sale financial assets - Losses on the sale of financial assets Other financial income related to other financial liabilities - Foreign exchange losses - Other financial expenses The caption ‘gains on the sale of financial assets’ is related with the sale of part of the participation in PRIO, ENERGY SGPS, S.A. to a fund represented by management company OXY CAPITAL – SOCIEDADE DE CAPITAL DE RISCO, S.A., decreasing the Group participation from 49% to 10%. This operation was approved by the Competition Authority in September 2013. The captions 'Foreign exchange gains / (losses)' are related to the occurrence of currency fluctuations, particularly in affiliated companies out of Euro zone. 12. GAINS/ (LOSSES) IN ASSOCIATE COMPANIES AND JOINT ARRANGEMENTS At 30 September 2013 and 2012, the gains and losses on associate companies and joint-ventures are as follows: Grupo Nutre Grupo Prio Energy SPEE 2 – Parque Eólico de Vila Franca de Xira, S,A, SPEE 3 – Parque Eólico do Baião, S,A, Canaverosa Renovables, SL Parque Eólico da Penha da Gardunha, Lda, Promoquatro – Investimentos Imobiliários, Lda, Macquarie MS Participações Societárias Liskin Green Park Martifer Amal Parque Solar Seseña 1 M City Bialystok Sp, Zo.o M City Radom Sp, Zo.o Other 9M2013 REPORT 9M'13 EURO 9M'12 EURO (18,559,356) (3,543,625) 1,542,456 556,993 178,979 78,226 1,845,278 544,927 131,326 122,879 (27,791) (761,811) (47,240) (214,380) (102,329) 134,823 118 (16,431,710) 1,437,405 (608,195) (135,043) 64,784 -145,273 -106,314 53,523 (1,127,931) PAGE 49 13. INCOME TAX The reconciliation between current tax and income tax of the period is summarized as follows: Current tax 9M'13 EURO 9M'12 EURO 2,092,351 3,633,272 107,223 (657,189) Deferred tax - generated by temporary differences Deferred tax - reversal of temporary differences 1,256,237 670,788 (19,930) (31,065) (590,260) (930,058) (27,531) (45,841) (9,697) 716,042 (993,365) 2,808,393 2,639,907 Effect of changes in the income tax rate Deferred tax - tax losses recognition Adjustments to the previous years Other Deferred tax Income tax 14. EARNINGS PER SHARE Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights. Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is necessary to determine if these stock options, independently of being or not exercisable, are diluted, which happened when the exercise price of the opting is lower than the average market price of the shares. Once the average market price of Martifer’ s shares, in the period between 1 January 2013 and 30 September 2013, was Euro 0.62, lower than the exercise price of the stock options (Euro 3.84), these stock options are non-diluted because, if the options were exercised, the number of shares outstanding would be reduced. Therefore, at 30 September 2013 there were no differences between the basic earnings per share and the diluted earnings per share calculation. The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of Euro 50,000,000. The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS. At 30 September 2013 and 2012, the basic and diluted earnings per share can be summarised as follows: Profit for the year (I) Weighted average number of shares outstanding (II) Basic and diluted earnings per share (I) / (II) from continuing operations from Assets as held for sale PAGE 50 9M'13 EURO 9M'12 EURO (50,201,524) (35,376,803) 97,784,090 97,891,071 (0.5134) (0.3614) (0.5134) (0.3626) - 0.0012 9M2013 REPORT 15. GOODWILL At 30 September 2013 and 31 December 2012, the movement occurred in the caption ‘Goodwill’ is as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 19,043,523 18,926,458 - 734,899 Gross amount Opening balance Acquisition of subsidiaries Sale of subsidiaries (109,934) - Effect of foreign currency exchange differences (718,617) 172,355 Write-off of goodwill fully impaired Closing balance - (790,190) 18,214,972 19,043,523 95,555 790,190 4,658,577 95,555 Accumulated impairment losses Opening balance Impairment losses recognized in the year Sale of subsidiaries (95,555) - - (790,190) 4,658,577 95,555 Carrying amount at the beginning of the period 18,947,968 18,136,269 Carrying amount at the end of the period 13,556,395 18,947,968 Write-off of goodwill fully impaired Closing balance At 30 September 2013 and 31 December 2012, the breakdown of ‘Goodwill’ is as follow: 30 SEPTEMBER 2013 COST 31 DECEMBER 2012 IMPAIRMENT LOSSES CARRYING AMOUNT CARRYING AMOUNT Martifer Construções 5,448,792 - 5,448,792 5,448,792 Sassall Aluminium 4,658,577 (4,658,577) - 5,356,394 Martifer Metallic Constructions 3,898,809 - 3,898,809 3,898,809 Navalria 1,618,675 - 1,618,675 1,618,675 Martifer Solar 1,493,776 - 1,493,776 1,493,776 367,396 - 367,396 388,195 Martifer Solar Hellas 72,205 - 72,205 72,205 LRCC-La Rad Campo Charro - Energias Renováveis, Lda 70,843 - 70,843 70,843 - - - 14,379 MGI 8,373 - 8,373 8,373 Martifer GmbH 6,026 - 6,026 6,026 M PRIME GMBH 3,000 - 3,000 3,000 464,665 - 464,665 464,665 Martifer Solar USA Porthold MTS4 MTS3 Total 103,836 - 103,836 103,836 18,214,972 (4,658,577) 13,556,395 18,947,967 During the period it was recognized the impairment loss of the full amount of goodwill in Sassall Aluminium. 9M2013 REPORT PAGE 51 16. INTANGIBLE ASSETS This caption is analysed as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 18,685,406 26,145,255 872,720 24,119,844 Gross amount, reduced by impairment losses: Software and other rights Intangible assets in progress Advances for the acquisition of intangible assets 1,465,557 99,623 21,023,683 50,364,722 Accumulated depreciation: Software and other rights 12,664,801 10,922,850 Intangible assets in progress - - Advances for the acquisition of intangible assets - - 12,664,801 10,922,850 8,358,882 39,441,872 Carrying amount At 30 September 2013 and 2012, the gross amount of ‘Intangible assets’, reduced by impairment losses, can be analysed as follows: 30 SEPTEMBER 2012 Opening balance 1 January 2012 Additions Sales, disposals and write-offs Effect of foreign currency exchange differences Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2012 30 SEPTEMBER 2013 Opening balance 1 January 2013 Additions Sales, disposals and write-offs Effect of foreign currency exchange differences Changes in the consolidation perimeter SOFTWARE AND OTHER RIGHTS INTANGIBLE ASSETS IN PROGRESS ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS TOTAL 30,057,374 17,841,233 687,015 48,585,622 2,812,472 13,326,331 - 16,138,803 - - (676,477) (676,477) 131,233 7,840 477 139,550 (153,167) (5,775,700) - (5,928,867) (135,126) (285,857) - (420,983) 32,712,786 25,113,847 11,015 57,837,648 SOFTWARE AND OTHER RIGHTS INTANGIBLE ASSETS IN PROGRESS ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS TOTAL 26,145,255 24,119,844 99,623 50,364,722 1,251,335 164,681 - 1,416,016 (6,433) - - (6,433) (341,165) (43,032) (2,294) (386,491) 671,186 (57,982) - 613,204 (684,890) - - (684,890) Reclassification to inventories (Note 21) (4,544,300) (23,709,449) - (28,253,749) Transfers and other movements (2,340,024) 398,658 (97,329) (2,038,695) Closing balance 30 September 2013 20,150,964 872,720 - 21,023,684 Impairment losses PAGE 52 9M2013 REPORT At 30 September 2013 and 2012, the accumulated amortization and impairment losses of ‘Intangible assets’ can be analysed as follows: SOFTWARE AND OTHER RIGHTS INTANGIBLE ASSETS IN PROGRESS ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS TOTAL Opening balance 1 January 2012 8,584,677 - - 8,584,677 Additions 1,758,051 - - 1,758,051 (3,005) - - (3,005) 2,456 - - 2,456 (9,584) - - (9,584) 10,332,595 - - 10,332,595 SOFTWARE AND OTHER RIGHTS INTANGIBLE ASSETS IN PROGRESS ADVANCES FOR THE ACQUISITION OF INTANGIBLE ASSETS TOTAL 10,922,850 - - 10,922,850 1,770,208 - - 1,770,208 Sales, disposals and write-offs (6,433) - - (6,433) Effect of foreign currency exchange differences (9,002) - - (9,002) 459 - - 459 (13,280) - - (13,280) 12,664,802 - - 12,664,802 30 September 2012 22,380,191 25,113,847 11,015 47,505,053 30 September 2013 7,486,162 872,720 - 8,358,882 30 SEPTEMBER 2012 Effect of foreign currency exchange differences Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2012 30 SEPTEMBER 2013 Opening balance 1 January 2013 Additions Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2013 Carrying Amount: 17. TANGIBLE ASSETS This caption is analysed as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 Gross amount, reduced by impairment losses: Land and buildings 84,789,566 91,325,592 Equipment 88,075,393 105,292,662 Tangible assets in progress 71,081,846 97,542,316 Other tangible assets 65,033,561 62,614,240 308,980,366 356,774,810 Land and buildings 18,542,731 17,935,741 Equipment 50,609,158 52,821,114 Other tangible assets 14,949,529 12,650,431 84,101,418 83,407,286 224,878,948 273,367,524 Accumulated depreciation: Carrying amount 9M2013 REPORT PAGE 53 At 30 September 2013 and 2012, the gross amount of land and buildings, equipment, tangible assets in progress and other fixed assets can be analysed as follows: 30 SEPTEMBER 2012 Opening balance 1 January 2012 Reclassification for Assets held for sale Additions Sales, disposals and write-offs LAND AND BUILDINGS EQUIPMENT TANGIBLE ASSETS IN PROGRESS OTHER TANGIBLE ASSETS TOTAL 96,012,887 (136,348) 1,088,025 109,258,138 2,091,906 91,880,914 (5,491,549) 13,809,017 62,919,117 187,114 360,071,056 (5,627,898) 17,176,062 (891,498) (1,366,297) (151) (10,853) (2,268,799) Effect of foreign currency exchange differences Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2012 229,414 (43,298) 6,404,686 102,663,868 (1,970,391) 1,039,688 896,885 109,949,929 (2,462,925) (4,518,433) (6,561,222) 86,655,651 (224,579) (246,435) (85,362) 62,539,002 (4,428,481) (3,768,478) 654,987 361,808,449 30 SEPTEMBER 2013 LAND AND BUILDINGS EQUIPMENT TANGIBLE ASSETS IN PROGRESS OTHER TANGIBLE ASSETS TOTAL Opening balance 1 January 2013 Reclassification for Assets held for sale Additions 91.325.592 (4.350.361) 246.945 105.292.661 (17.209.159) 1.337.422 97.542.317 (45.879) 5.845.056 62.614.240 (2.037.678) 1.413.667 356.774.810 (23.643.078) 8.843.090 Sales, disposals and write-offs Effect of foreign currency exchange differences Changes in the consolidation perimeter Impairment losses Reclassification to inventories (note 21) Transfers and other movements Closing balance 30 September 2013 (85.901) (2.390.423) 43.714 84.789.566 (3.183.497) (2.904.758) (25.000) 4.767.724 88.075.393 (94.064) (1.298.699) 489 (8.610.342) (8.786.674) (13.470.359) 71.081.845 (233.422) (313.088) (4.500.000) 8.089.843 65.033.562 (3.596.884) (6.906.968) 489 (13.135.342) (8.786.674) (569.078) 308.980.366 During first nine months of 2013, it was recognized impairment losses in some wind parks, in result of the recent changes in the legislation of the sector in Spain and Romania, in RE Developer segment. At 30 September 2013 and 2012, the accumulated depreciation and impairment losses of land and buildings, equipment, tangible assets in progress and other fixed assets can be analysed as follows: TANGIBLE ASSETS IN PROGRESS OTHER TANGIBLE ASSETS - 9,352,706 2,578,764 (10,250) (8,728) - (594) 6,056 11,917,954 EQUIPMENT TANGIBLE ASSETS IN PROGRESS OTHER TANGIBLE ASSETS TOTAL 52,821,114 (4,847,736) - 12,650,431 (230,677) 83,407,286 (6,681,747) - 2,648,602 (70,750) (50,693) (2,697,056) (1,160,237) - 2,616 14,949,529 14,362 106,241 84,101,418 LAND AND BUILDINGS EQUIPMENT 15,826,402 2,661,568 49,806,980 6,526,417 (252,812) 101,623 (241,409) 27,227 18,122,599 (1,099,888) (101,862) (230,496) (5,860) 54,895,291 30 SEPTEMBER 2013 LAND AND BUILDINGS Opening balance 1 January 2013 Reclassification for Assets held for sale 17,935,741 (1,603,334) 30 SEPTEMBER 2012 Opening balance 1 January 2012 Additions Sales, disposals and write-offs Effect of foreign currency exchange differences Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2012 TOTAL 74,986,088 11,766,749 (1,362,950) (8,967) (472,499) 27,423 84,935,844 Additions Sales, disposals and write-offs Effect of foreign currency exchange differences Changes in the consolidation perimeter Transfers and other movements Closing balance 30 September 2013 2,369,968 6,094,999 (21,496) (183,874) 14,987 30,739 18,542,731 (2,604,810) (925,670) (3,241) 75,502 50,609,158 Carrying Amount: 30 September 2012 84,541,269 55,054,638 86,655,651 50,621,048 276,872,605 30 September 2013 66,246,835 37,466,236 71,081,845 50,084,032 224,878,948 PAGE 54 11,112,569 9M2013 REPORT 18. INVESTMENT PROPERTIES The caption ‘Investment property’ relates to the following investment properties held by Martifer Group: Benavente Shopping Centre, Warehouses in Albergaria-a-Velha (Portugal), the plant in Vagos and Aricesti land (Romania), held by the Martifer Group to earn rental income. These assets are carried at their fair market value, according to an independent appraisal made by specialized entities, according to international practices (RICS Red Book). Martifer Group will perform regular revaluations of these properties, and gains and losses arising from changes in the fair value will be charged to profit or loss in the period in which they arise. At 30 September 2013 and 31 December 2012, the movement occurred in the caption ‘Investment properties’ is as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 Opening balance 16,206,768 17,274,847 Transfers - 3,448,525 Changes in fair value (7,214) 86,391 363,302 16,199,554 (4,966,297) 16,206,768 Effect of foreign currency exchange differences Reclassification to Assets held for sale 19. FINANCIAL ASSETS UNDER THE EQUITY METHOD At 30 September 2013 and 31 December 2012, financial assets under the equity method are as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 2,683,491 11,187,119 Prio Energy SPEE 3 - Parque eólico de Baião, SA SPEE 2 - Parque eólico de Vila Franca de Xira, SA Macquarie 509,079 496,032 1,310,464 1,082,739 - 2,043,840 Promoquatro - Investimentos Imobiliários, Lda 138,996 186,236 Martifer Amal, S,A, 318,949 445,944 Canaverosa 197,270 119,044 Parque Sesena 1 251,440 115,380 3,635 5,413,323 3,678 15,680,011 30 SEPTEMBER 2013 31 DECEMBER 2012 15,680,011 14,867,827 - 445,944 Other At 30 September 2013 and 31 December 2012, the movement occurred in this caption is as follows: Opening balance Acquisitions Application of the equity method Sales/ Dissolutions 1,974,629 2,425,428 (12,250,534) (1,445,591) - (718,373) Changes resulting from the loss of control in subsidiaries MS Participações Effect of foreign currency exchange differences Other changes - - 9,217 5,413,323 104,777 15,680,011 At 30 September 2013 the value of disposals refers essentially to the sale of part of social participation in PRIO ENERGY, SGPS, S.A. (see Note 11). 9M2013 REPORT PAGE 55 20. AVAILABLE FOR SALE INVESTMENTS At 30 September 2013 and 31 December 2012, available for sale investments are as follows: Non-current financial investment Others 30 SEPTEMBER 2013 31 DECEMBER 2012 39,529 1,663,963 634,768 674,297 646,304 2,310,267 At 30 September 2013 and 31 December 2012, the movement occurred in the caption ‘Available for sale investments’ is as follows: Opening balance 30 SEPTEMBER 2013 31 DECEMBER 2012 2,310,267 2,179,021 Additions Reductions Reclassification to assets held for sale Other - 138,993 (17,345) (16,478) (1,607,994) - (10,630) 674,297 8,731 2,310,267 21. INVENTORIES At 30 September 2013 and 31 December 2012, inventories are as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 13,311,537 51,606,038 12,540,306 3,900,756 81,358,637 10,701,150 5,299,576 6,557,447 1,833,889 24,392,062 Raw-materials, subsidiaries and other consumables Work in progress Merchandise Finished goods Part of the Group's activity is related to the development of solar projects, which can be developed for sale or to use. During the first semester of 2013 ongoing projects were reviewed and, as a consequence, intangible assets (Note 16) and tangible fixed assets (Note 17) were transferred to Inventories as these projects and licenses are being developed for sale and not for its use by Martifer. 22. TRADE AND OTHER RECEIVABLES The detail of the caption ‘trade and other receivables’, for the periods ended at 30 September 2013 and 31 December 2012 is as follows: NON CURRENT CURRENT 30 SEPTEMBER 2013 31 DECEMBER 2012 30 SEPTEMBER 2013 31 DECEMBER 2012 31,254,896 31,254,896 31,505,073 31,505,073 157,511,486 2,260,219 19,115,837 178,887,542 146,320,356 3,930,470 18,468,425 168,719,251 80,582,451 2,742 7,873,697 88,458,890 100,321,045 4,847 8,465,440 108,791,332 14,055,037 11,441,500 29,908,564 55,405,101 15,764,687 11,284,325 43,002,651 70,051,663 119,713,786 140,296,405 234,292,642 238,770,915 Cost: Trade receivables: Trade receivables Notes receivables Doubtful trade receivables Other receivables: Related companies Advances to suppliers Others PAGE 56 9M2013 REPORT The caption of non-current ‘Trade receivables’ refers mainly to an amount to receive from an associate company, in the ‘Solar’ segment, which will be regularized as soon as this company obtains revenues from the sale of energy. This receivable amount bears interests at the market rate. At 30 September 2013 and 31 December 2012, impairment losses in accounts receivables are as follows: NON CURRENT 30 SEPTEMBER 2013 CURRENT 31 DECEMBER 2012 30 SEPTEMBER 2013 31 DECEMBER 2012 Accumulated impairment losses: Doubtful trade receivables - - 22,840,217 18,362,123 117,055 121,503 117,055 121,503 7,903,868 30,744,085 7,779,142 26,141,265 Carrying amount – trade receivables 31,254,896 31,505,073 156,047,325 150,357,128 Carrying amount - other receivables 88,341,835 108,669,829 47,501,233 62,272,521 119,596,731 140,174,902 203,548,557 212,629,650 Other receivables Total 23. INCOME TAX AND CURRENT TAX ASSETS At 30 September 2013 and 31 December 2012, current tax assets are as follows: Income tax Value added tax Tax in other countries Other taxes Current tax assets 30 SEPTEMBER 2013 31 DECEMBER 2012 2,881,828 2,692,473 15,357,982 15,379,705 539,763 1,464,331 3,720,157 1,493,203 19,617,902 18,337,239 24. OTHER CURRENT ASSETS At 30 September 2013 and 31 December 2012, the breakdown of the caption ‘Other current assets’ is as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 Cost 131,026,100 123,070,681 Impairment losses (7,127,929) 123,898,171 (5,477,871) 117,592,810 Accrued income: Construction contracts Carrying amount Interest to be received 1,166,293 46,391 Other accrued income 2,793,112 3,427,374 127,857,576 121,066,575 Insurances 809,976 1,505,437 Financial expenses 633,045 727,703 Rents 560,525 892,716 Prepayments: Other prepayments Other (current) financial assets 9M2013 REPORT 1,102,347 905,635 3,105,893 4,031,492 308,178 620,583 131,271,647 125,718,650 PAGE 57 25. CASH AND CASH EQUIVALENTS The ‘Cash and cash equivalents’ caption can be analysed as follows: Cash and cash equivalents: Bank deposits Cash 30 SEPTEMBER 2013 31 DECEMBER 2012 25,550,401 176,862 25,727,263 37,585,387 439,182 38,024,569 This caption includes cash on hand and in banks, maturing in no less than 3 months, which are subject to insignificant risk of change in value. At 30 September 2013 and 31 December 2012, no restrictions exist to the usage of the amounts recorded in the caption ‘Cash and cash equivalents’. 26. ASSETS HELD FOR SALE In December 2012, after the decision of closing the facility of Poland, an active plan for selling of lands and building of Martifer Polska, Sp. Zo.o, in ‘Metallic Construction’ segment, has started. Additionally, there are negotiations under way for the sale of real estate project of Szczecin (Poland), previously classified as investment property, for which the sale is highly probable. At the end of first half 2013, Martifer Renováveis Geração de Energia e Participações S.A., controlled at 55% by Martifer Renewables SGPS assigned a sale and purchase agreement of 100%, depending on the fulfilment of several conditions, of the company Rosa dos Ventos Geração e comercialização de Energias, S.A. (Rosa dos Ventos), which has the operation of wind farms (i) Canoa Quebrada (ii) Lagoa do Mato with a capacity of 10.5MW and 3.2MW, respectively. In accordance with IFRS 5, the assets of Poland, as well as the assets and liabilities related to Rosa dos Ventos, were classified as ‘Assets held for sale’ and ‘Liabilities associated with Assets held for sale’, respectively. The breakdown of assets and liabilities of the business unit held for sale at 30 September 2013 is as follows: 30 SEPTEMBER 2013 Tangible Assets 22,992,660 Investment properties 4,911,257 Available for sale investments 1,421,594 Trade receivables 657,261 Other receivables 1,099,983 Current tax assets 3,279 Other current assets 253,231 Cash and cash equivalents 909,780 Derivatives Total assets held for sale Non-controlling interests attributable to Assets held for sale Non-current liabilities Borrowings 32,249,046 2,883,401 11,834,388 Trade payables 888 Other payables 197,486 Current tax liabilities 28,220 Other current liabilities 18,984 Derivatives Liabilities related to Assets held for sale 12,079,967 Assets net of liabilities and Non-controlling interests related to Assets held for sale 17,285,678 PAGE 58 9M2013 REPORT 27. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS Share capital Martifer SGPS, SA share capital, fully subscribed and paid at 30 September 2013, amounts to Euro 50,000,000 and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share. During first nine months of 2013 and 2012, no movements occurred in the number of shares of the Group. During first nine months of 2013, Martifer SGPS, S.A. did not acquire any shares (2012: 402,819 treasury shares were acquired). After these acquisitions, the Group held 2,215,910 treasury shares, corresponding to 2.22% of its capital. At 30 September 2013, the share capital of Martifer SGPS, S.A. was held in 42.7% by I’M SGPS, S.A., 37.5% by Mota-Engil SGPS, S.A., and 2.22% are treasury shares. The remaining 17.58% represents free-float listed in Euronext Lisbon. Non-controlling interests Movements in the non-controlling interests are as follows: 30 SEPTEMBER 2013 30 SEPTEMBER 2012 50,975,912 1,468,120 (123,481) - 31,783,623 2,376,530 1,167,021 32,400 (75,672) 745,119 - 47,764 18,029,961 15,132 (2,883,401) 50,106,597 53,452,432 Opening balance Net profit of the year Other changes in equity of subsidiaries Increase in the share capital of subsidiaries Changes in the consolidation perimeter Transactions with non-controlling interests Others Reclassification to attributable to Assets held for sale The most significant value is related with non controlling interests of Martifer Solar, S.A., amounted in to Euro 34.2 million. 28. BORROWINGS At 30 September 2013 and 31 December 2012, borrowings can be analysed as follows: 31 DECEMBER 2012 Financial institutions borrowings: Bank loans Bank overdrafts Authorized overdrafts Other borrowings: Commercial paper Other borrowings 30 SEPTEMBER 2013 Financial institutions borrowings: Bank loans Bank overdrafts Authorized overdrafts Other borrowings: Commercial paper Other borrowings 9M2013 REPORT UNTIL 1 YEAR BETWEEN 1 AND 3 YEARS BETWEEN 3 AND 5 YEARS MORE THAN 5 YEARS TOTAL 81,687,445 15,460,101 67,783,191 70,074,451 1,850,466 4,533,333 36,686,840 1,200,000 19,565,015 600,000 208,013,751 17,310,567 74,116,524 59,200,000 4,900,095 229,030,832 5,450,000 4,575,550 86,483,800 11,500,000 3,708,697 53,095,537 2,500,000 2,656,515 25,321,530 78,650,000 15,840,857 393,931,699 UNTIL 1 YEAR BETWEEN 1 AND 3 YEARS BETWEEN 3 AND 5 YEARS MORE THAN 5 YEARS TOTAL 65,897,003 66,147,545 75,454,962 57,617,488 - 38,530,196 - 14,677,417 - 176,722,105 66,147,545 75,454,962 8,000,000 44,754,362 260,253,872 3,000,000 2,493,369 63,110,857 4,000,000 1,470,489 44,000,685 2,656,515 17,333,932 15,000,000 51,374,735 384,699,347 PAGE 59 The short term amounts considered above, at 30 September 2013, do not take into account the renegotiation of the financial debt approved in this period that is going to be signed during November. This process results in a reduction of short term debt of approximately 30%. At 30 September 2013, the Group’s net debt amounts Euro 377,911,526. The net debt calculation, includes, besides the borrowings mentioned above, the ‘finance leases’ (Euro 18,972,616), ‘derivatives’ (Euro 33,175) and ‘cash and cash equivalents’ (Euro 25,727,263). 29. TRADE PAYABLES AND OTHER PAYABLES At 30 September 2013 and 31 December 2012, trade payables and other payables can be analysed as follows: NON CURRENT Trade payables Fixed assets suppliers Related companies and other shareholders Advanced payments received from customers Other creditors Other payables Total CURRENT 30 SEPTEMBER 2013 31 DECEMBER 2012 30 SEPTEMBER 2013 31 DECEMBER 2012 11,710,449 12,239,542 136,082,206 165,013,219 8,942,481 9,046,499 838,883 3,605,695 840,425 2,378,317 1,655,725 10,598,206 22,308,655 387,403 395,101 9,829,003 22,068,545 13,067,350 10,542,786 28,054,714 164,136,920 11,316,045 35,966,130 50,500,917 215,514,136 The balance of non-current ‘Trade payables’ is related, mainly, with retentions in works performed by external parties, which will be released after the period of guarantee. At 30 September 2013 and 31 December 2012, the non-current balances due to related companies and other shareholders refer to loans obtained from companies consolidated by the proportionate method, which bear interest at Euribor 3M increased by a 6.75% spread. 30. PROVISIONS The information related with ‘Provisions’ as of 30 September 2013 and 31 December 2012 can be detailed as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 3,224,255 1,506,447 5,570,803 6,597,135 16,898,640 3,176,336 604,844 4,498,385 4,241,128 12,520,693 Quality guarantees Legal claims in progress Provisions arising from the use of the equity method Others The change in the Provisions, compared with 31 December 2012, is as follows: OPENING BALANCE Quality guarantees Legal claims in progress Provisions arising from the use of the equity method Others PAGE 60 CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS CLOSING BALANCE - 16,383 3,224,254 - (295,413) 1,506,447 - - 386,615 5,570,803 (540,745) (737,340) (867,382) (867,382) 946,904 1,054,489 6,597,136 16,898,640 ADDITIONS DEDUCTIONS APPLICATIONS 3,176,336 228,130 (196,595) 604,844 1,197,016 - 4,498,385 685,803 4,241,128 12,520,693 2,817,231 4,928,180 9M2013 REPORT 31. INCOME TAX AND CURRENT TAX LIABILITIES At 30 September 2013 and 31 December 2012, ‘Income Tax’ and ‘Current tax liabilities’ are made up as follows: 30 SEPTEMBER 2013 31 DECEMBER 2013 Income Tax 4,646,293 3,623,443 Value added tax Social security contributions Personnel income tax withheld 9,834,387 12,421,569 2,510,915 341,014 2,313,350 1,619,163 643,672 1,912,194 14,999,666 16,596,598 Other taxes Tax in other countries Current tax liabilities 32. OTHER CURRENT LIABILITIES At 30 September 2013 and 31 December 2012, other current liabilities are made up as follows: 30 SEPTEMBER 2013 31 DECEMBER 2012 7,428,011 7,978,828 16,683,344 18,963,139 51,053,322 6,223,844 3,622,926 3,613,297 6,166,867 19,626,934 27,393,737 1,908,349 2,105,403 31,407,489 82,460,811 26,791,860 1,502,984 2,567,911 30,862,755 50,489,688 Accrued expenses Holiday pay and bonuses Interest borne but not yet overdue Production performed by third parties not yet invoiced Other accrued expenses Deferred income Production invoiced and not yet performed (related to construction contracts) Subsidies / Government grants Other deferred income The caption "Other accrued expenses" includes supplies and services rendered up to September 30, 2013 whose invoices were received after this date. 33. CONTINGENT LIABILITIES There are no significant changes to the disclosed in the notes to the financial statements for the period ended December 31, 2012. 34. COMMITMENTS The nature of the Group's commitments did not change in comparison with 31 December 2012. 9M2013 REPORT PAGE 61 35. RELATED PARTIES Group companies have commercial relationships between them that qualify as related parties transactions. All of these transactions are performed on an arm’s length basis. Therefore, all of these transactions have been eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as a unique company. The balances resulting from transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately Euro 94,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 59,500,000. Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 30 September 2013, that had affected significantly the financial position or performance of the Group. 36. SUBSEQUENT EVENTS Martifer Group, through its subsidiaries Navalria and Martifer Energy Systems, was the only company admitted in the tender for the sub-concession of the lands and infrastructures of Viana do Castelo’s Naval Shipyard. 37. APPROVAL OF THE FINANCIAL STATEMENTS th The accompanying consolidated financial statements were approved by the Board of Directors on 14 November 2013. PAGE 62 9M2013 REPORT 38. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails. th Oliveira de Frades, 14 November 2013 The Chief Accountant _________________________________ Isabel Cristina Loureiro Silva The Board of Directors __________________________________ Carlos Manuel Marques Martins __________________________________ Jorge Alberto Marques Martins __________________________________ Mário Rui Rodrigues Matias __________________________________ Arnaldo José Nunes da Costa Figueiredo __________________________________ Luís Filipe Cardoso da Silva __________________________________ Luís Valadares Tavares __________________________________ Jorge Bento Ribeiro Barbosa Farinha 9M2013 REPORT PAGE 63