to stay aheadweb3.cmvm.pt/sdi2004/emitentes/docs/fr42251.pdf · 2021. 3. 7. · 9m2012 report page...

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9M2012 REPORT NOVEMBER 2012

// TO STAY AHEAD

9M2012 REPORT

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CONTENTS

MANAGEMENT REPORT 03

01 | MARTIFER GROUP 05

Highlights 06

Key Financial Indicators 06

Main Events 07

02 | FINANCIAL PERFORMANCE 09

Results Analysis 10

Revenues 11

EBITDA and Net Profit 12

Capex 13

Capital Structure Analysis 13

03 | ANALYSIS BY SEGMENT 15

Metallic Constructions 16

Solar 20

Other Areas 22

04 | MARTIFER SHARE’S PERFORMANCE 23

CONSOLIDATED FINANCIAL INFORMATION 27

05 | CONSOLIDATED FINANCIAL STATEMENTS 29

06 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 37

// MANAGEMENT

REPORT

9M2012 REPORT

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01 MARTIFER GROUP

9M2012 REPORT

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HIGHLIGHTS

Operating Revenues of 343.5 M€; a decrease of 4.9 % comparing with the same period last

year, growth is expected to be confirmed in the last quarter of 2012, mostly driven Solar

business

EBITDA of 14.6 M€ (versus -4.9 M€ YoY), with a margin of 4.3 %, i.e., +5.6 p.p. YoY,

reflecting mostly the restructuring process in metallic constructions, with the closure of

Poland and some production capacity in Portugal

Net consolidated Profit of -33.0 M€, negatively impacted by 11.3M€ of provisions and

impairments mostly of fixed assets and clients in Poland and the higher net financial costs

Significant YoY increase in the order books of Metallic Construction (380 M€) and Solar (230 M€)

Metallic Constructions’ order book achieved 110 M€ in Brazil, being from now on the most

important country and followed by France with 78 M€; which already reflects the positive

signs from the restructuring and the change in strategy to be exposed to growing markets and

less demand risk

KEY FINANCIAL INDICATORS

9M 9M 9M

€M – IFRS 2012 Marg. 2011 Marg. 2011 Marg. Var. %

Restated

Revenues 343.5 361.3 361.3 -4.9%

EBITDA 14.6 4.3% -4.9 -1.4% -4.9 -1.4% n.m.

EBIT -6.1 -1.8% -18.3 -5.1% -19.3 -5.3% 66.8%

Financial Results -24.3 -17.5 -17.5 -39.2%

Profit Before Tax -30.4 -35.7 -36.7 15.0%

Income tax -2.6 2.4 2.7 n.m.

Consolidated Net Profit -33.0 -9.6% -33.3 -9.2% -34.1 -9.4% 0.8%

Attributable

to non-controlling interests 2.4 0.7 0.7 >100%

to shareholders -35.4 -33.9 -34.7 -4.3%

9M2012 REPORT PAGE 7

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MAIN EVENTSSUBSEQUENT EVENTS

JANUARY 2012

Martifer decides to close Benavente factory

The Board of Martifer Metallic Constructions has taken the decision to close the steel structures’ unit in Benavente. This is due to an

internal re-adjustment of the response capacity at the industrial level, due to the decreasing demand in the Iberian construction sector.

MARCH 2012

Martifer wins the award of two hotel-boats

Martifer was awarded with the construction of two hotel-boats from Douro Azul. The work will be done by its subsidiary Navalria by 2013.

APRIL 2012

Martifer sells Silverton Project in Australia

Macquarie Capital Wind Fund Pty Limited signed the share sale agreement that defines the terms and conditions to sell the 3,240,001

ordinary shares, representing 50 % of the share capital of the company Silverton Wind Farm Holdings Pty Limited, and consequently

the development rights for the Silverton wind farm in New South Wales, Australia, for approximately AUD 5.6 million.

Martifer sells wind towers facility in the US

Martifer sold the shares representative of 50 % of Martifer-Hirschfeld Energy Systems LLC, a company that holds the towers factory

in the United States of America, to Hirschfeld Group, for USD 2.3 million. The impact of this transaction in the consolidated financial

statements of the Group was accounted for in December 2011, through the recognition of an impairment loss.

Martifer returns to 55% share capital in Martifer Solar

Martifer sold 10,000,000 shares, representative of 20 % of the share capital of Martifer Solar, to HSF, for 15.6 million Euro, and

returned to the shareholders structure owned by the two partners in the past ( 55 % and 45 %, Martifer SGPS and HSF, respectively).

JULY 2012

Nutre concluded a JV deal with Bunge in Romania

Nutre, controlled at 49 % by Martifer SGPS, has concluded a deal for a joint venture with Bunge in Romania. Nutre will have a 45 %

participation in this joint venture, which includes the Biodiesel facility (Prio Biocombustibil srl); the Oil extraction facility (Prio

Extractie, srl), and in the refining and packaging facility, previously Bunge’s.

9M2012 REPORT

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SEPTEMBER 2012

Martifer Solar signs agreement to build a 20 MW photovoltaic project in Mexico

Martifer Solar has signed an agreement with Consorcio Integrador Sonora80M to build a 20 MW photovoltaic project in Hermosillo,

in the state of Sonora, in northern Mexico. The company, which has been in the Mexican market since 2011, will also be in charge

of operation and maintenance services.

Martifer Solar completes two photovoltaic plants in Portugal with a total capacity of 22.4 MWp

Martifer Solar has inaugurated two solar photovoltaic plants in the Algarve region of Portugal, with a total capacity of 22.4 MWp,

developed, built and operated for a fund managed by BNP Paribas Clean Energy Partners.

SUBSEQUENT EVENTS

OCTOBER 2012

Martifer Group participates in the fourth Portuguese day at the NY Stock Exchange

Martifer was one of the 17 Portuguese companies participating in the fourth Portuguese Day at the New York Stock Exchange. The

Portuguese delegation rang the Opening Bell in the 15th October at Wall Street. Martifer had 14 meetings with investors.

Martifer Solar signs contract for first project in Ukraine with 4.5 MW capacity

Martifer Solar has signed an EPC contract for construction of a 4.5 MW photovoltaic project in Ukraine with Green Agro Service

LLC, a company of Rengy Development group. The project marked Martifer Solar's entry into the country where it has opened a

new subsidiary, and boosted the company’s focus on internationalization.

Martifer Constructions awarded with 3 news projects in Brazil worth 322 million real

Martifer Metallic Construction has been awarded with 3 new projects in Brazil worth around 322 million real. In Rio de Janeiro, the

company was awarded the Museu do Amanhã and the bridges of Transcarioca and in Manaus’ city the fourth stadium in Brazil,

which makes now Martifer a leading provider of Metallic Structures for these complexes.

02 FINANCIAL PERFORMANCE

9M2012 REPORT

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02 | FINANCIAL PERFORMANCE

RESULTS ANALYSIS

9M12

9M11

Restated 9M11 Var. %

€M

Revenues 343.5 361.3 361.3 -4.9%

Earnings before depreciation, amortization and provisions & impairment losses (EBITDA)

14.6 -4.9 -4.9 n.m.

EBITDA margin 4.3% -1.4% -1.4% 5,6 pp

Depreciation & Amortization 13.5 13.6 14.7 -0.8%

Provisions & Impairment Losses 7.2 -0.3 -0.3 n.m.

Operating Income (EBIT) -6.1 -18.3 -19.3 66.8%

EBIT margin -1.8% -5.1% -5.6% 3,3 pp

Financial Results -24.3 -17.5 -17.5 -39.2%

Profit before taxes -30.4 -35.7 -36.7 15.0%

Income tax 2.6 -2.4 -2.7 n.m.

Net Profit -33.0 -33.3 -34.1 0.8%

Attributable to non-controlling interests 2.4 0.7 0.7 >100%

Attributable to shareholders -35.4 -33.9 -34.7 -4.3%

per share € -0.361 -0.343 -0.351


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REVENUES

In the 9 months 2012 Operating Revenues fell by 4.9 % YoY to 343.5 million euro, as despite the recovery in the metallic constructions

activity supported by the strong order book, activity in Solar registered a decrease of 16% YoY, due to the delays in some of the projects

in hands.

As reported in the last season, Metallic Construction business area presented an increase of 7.0 % YoY in Revenues. Stronger markets

such as France and Brazil are gradually compensating the weak growth in the Iberian market. Particularly Brazil is living a very positive

period with strong demand on the back of the coming up of important events, such as the next World Cup and the Olympic Games.

The Solar business ended the 9 months 2012 with a lower level of activity, with156.3 million euro, although still on track to report

revenues in line with 2011, with a strong 4Q. Particularly, in this segment the company continues its internationalization process; in this

quarter 3 new geographies should be highlighted: Mexico, Ukraine and Peru, always with a focus on maintaining a strategic position in

mature countries, with a favourable regulatory framework, and emerging countries, with good solar potential.

Revenues

9M2012 9M2011

M€ Weight M€ Weight Var.

Martifer Consolidated 343.5 361.3 -4.9%

Metallic Construction 182.6 53.2% 170.2 47.1% 7.3%

Solar 156.3 45.5% 185.9 51.5% -15.9%

Others 4.6 1.3% 5.4 1.5% -14.6%

Note: Others include RE Developer, Holding, Shared Services and eliminations

The contribution of the Iberian Peninsula for the total value of revenues was 24 %. The remaining 76% of the Revenues came from:

North America; Latin America; Africa and Saudi Arabia. This level of international diversification has permitted the offset of the

Portuguese and Spanish revenue fall, mostly in the metallic constructions.

REVENUES BREAKDOWN

24%

43%

13%

1%

13%

6%

Iberia European Union

Africa & Saudi Arabia Australia

Latin America North America

9M2012 REPORT

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EBITDA AND NET PROFIT

Consolidated EBITDA reached 14.6 million euro, versus -4.9 million euro in the same period last year, what reflects a margin of 4.3 %,

improving 5.6 p.p. on a YoY basis.

The operational performance of the group has been positively impacted by a 64.9 % improvement in Solar business moved from 7.5

million euro to 12.3 million euro, nevertheless Metallic Constructions still contributed negatively by posting -6.3 million euro, reflecting

mostly the restructuring process in metallic constructions, with the closure of Poland and some production capacity in Portugal

Remain companies grouped in “others” had, as well, a positive contribution of 8.6 million euro, reaching likewise an improvement of 58.2

% YoY.

EBITDA

9M2012 9M2011

M€ Margin M€ Margin Var.

Martifer Consolidated 14.6 4.3% -4.9 -1.4% -399.1%

Metallic Construction -6.3 -3.5% -17.8 -10.5% -64.6%

Solar 12.3 7.9% 7.5 4.0% 64.9%

Others 8.6 5.5 58.2%

Note: Others include RE Developer, Holding and Shared Services

The Depreciation & Amortization are almost flat at 13.5 million euros, after a restated value of Depreciation & Amortization in 2011, due

to changes in the accounting policy regarding the measurement of land and building held for use, from fair value to acquisition cost.

Meanwhile, the Provisions & Impairment Losses has increased from -0.3 million euro to 7.2 million euro, due to the increase of

Provisions, mostly in Poland.

In the 9 months 2012, net financial expenses totalled 24.3 million euro, comparable with 17.5 million euro last year. However, it

should be adjusted by one off items as in 2011, it includes 5.9 million euro of capital gains, mostly with the sale of Home Energy

and REpower Portugal.

Net foreign exchange result reached 2.6 million euro loss, which compares with 1.7 million euro loss, in the 9 months 2011.

Net interest expense was 14.0 million euro in the 9 months, almost in line with equal period last year with 13.8 million euro.

The net contribution from the application of the Equity Method to the subsidiaries Prio Energy and Nutre (accounted at 49 %) was

negative in 1.7 million euro.

Therefore, the Net Profit attributable to shareholders in the 9 months amounted to negative 35.4 million euro.


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CAPEX

The total amount of investment in fixed assets made in the 9 months 2012 reached 28.9 million euro, mostly applied to: (i) the

development of solar projects at Martifer Solar (21.8 million euro); (ii) the end of the metallic construction facility in Brazil and to a

varied maintenance capex in the Metallic Constructions (5.9 million euro); and finally in the RE Developer an investment of 1.1

million euro in the development and construction of wind farms.

CAPITAL STRUCTURE ANALYSIS

FINANCIAL POSITION

Set 2012 2011

Restated

2011 Var.

€M

Fixed Assets (including Goodwill) 342.9 343.2 363.1 -0.1%

Other non-current assets 189.1 181.4 181.4 4.2%

Inventory and Receivables 446.9 415.5 415.5 7.6%

Cash and cash equivalents 30.1 77.9 77.9 -61.3%

Total Assets 1.009.0 1.018.0 1.037.8 -0.9%

Shareholders’ Equity 197.1 235.9 251.5 -16.4%

Non-controlling interests 53.5 31.8 31.8 68.2%

Total Equity 250.6 267.7 283.3 -6.4%

Non-current debt and leasings 141.5 233.3 233.3 -39.3%

Other non-current liabilities 42.7 34.7 38.9 23.1%

Current debt and leasings 269.0 174.4 174.4 54.3%

Other current liabilities 305.1 307.8 307.8 -0.9%

Total Liabilities 758.4 750.3 754.5 1.1%

Regarding the Balance Sheet position of the Group worth to highlight that there are no significant changes from the last reported

period (1H12), and Martifer continues to show a robust capital structure with a financial autonomy ratio of approximately 25%.

Total assets at 30th

September 2012, amounted to 1,009.0 million euro, which compares to 1,018.0 million euro at 31st December

2011. Non-current assets reached 532.0 million euro compared with 524.6 million euro, at the end of 2011.

Total Equity was 250.6 million euro at the end of the 9 months. Non-controlling interests changed from 31.8 million euro to 53.5

million euro, when compared with 31st December 2011, due to the share participation change in Martifer Solar from 75 % to 55 %.

9M2012 REPORT

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NET DEBT

M€

Metallic

Construction

Solar RE Developer Holding Martifer

Consolidated

Corporate Net Debt allocated

to operating activities 91 71 27 150 338

Corporate Net Debt allocated

to non-operating activities 27 27

Non-Recourse Net Debt

15 15

Total Net Debt 118 71 42 150 380

Holding debt allocated to business units

60 85 -145

Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents

The Group’s Consolidated Net Debt at 30th September 2012 totalled 380 million euro, in line with the 381.6 million euro registered at

the first half 2012.

We highlight that it is Martifer Group’s objective to have a debt level between 230 million euro and 250 million euro by the end of

2013. Considering the present debt level (380 million euro) it is our goal to pursue further debt reduction of 130 million euro up to

150 million euro until the end of 2013 by the sale of non-core assets, mainly wind farms, solar projects and, residually, from the sale

of real estate projects.

03 ANALYSIS

BY SEGMENT

9M2012 REPORT

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03 | ANALYSIS BY SEGMENT

METALLIC CONSTRUCTIONS

SECTOR TRENDS

The environment around construction sector continues depressing in Europe from north to south, as month by month, the market

conditions are getting worst, particularly as it has been possible to assist profit warnings from several companies around Europe.

The European Economic situation and the intensified austerity measures across several countries should postponed to later years any

will from the political side to back again to infrastructures projects which could help strongly to overpass the crisis and smooth the cycle.

In Europe, Construction output fell by the sharpest pace in three years in 1st half 2012, which highlights the unfavourable effect the

government's austerity measures are having on the industry, which conducted Euroconstruct institute to downgrade its construction

forecasts, i.e., from -0.3% to -2.1% in 2012 and from +1.8% to +0.4% in 2013.

In Portugal, small and medium sized contractors are struggling to compete; on the other hand larger companies are cutting down

their national operations and looking for worldwide opportunities.

News about the European economic growth pack of stimulus that backed infrastructure investment plan could provide some comfort

to an industry which is struggling to keep its head above water.

Only emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in

Asia and South America. Above all, Brazil has been a hot spot, with the sector pushed by several infrastructures projects.

According to the Instituto Brasileiro de Geografia e Estatistica, Brazil’s construction industry growth could average 7.1 % per year

between 2012 and 2016. This is driven, in part, by preparations to host two major sporting events: the World Cup in 2014 and the

Olympics in 2016. In addition to the sporting events, the current government is planning to implement the 2nd phase of the Growth

Acceleration Program (PAC II) which will see over US$500bn invested between 2011 and 2014. Infrastructure spending, which will

account for a significant portion of the PACs total budget of US$965bn, is to be directed to increasing the country’s energy

production capacity (US$461bn), building homes (US$278bn) and schools (US$23bn), improving transportation (US$104bn), water

and electricity (US$30.6bn), and sewage, security and urban mobility (US$57bn).

In the case of the airports: Brazil’s airports are overcrowded and investments have been highlighted as priorities for the 2014 World

Cup and 2016 Olympics. The average real growth for the sector is forecast at 11.7% between 2010 and 2014. Brazil’s PAC

programme envisages an investment of US$1.4bn for the upgrade and expansion of 20 Brazilian airports. The Civil Aviation

Ministry (Secretariat) is responsible for the auction of concessions for Brazilian airports; Infraero, Brazil’s State-owned company that

has historically operated all airports in Brazil, is required to be a minority shareholder in all winning consortiums with a maximum

participation of 49%; Investment will likely be done on a 30%/70% equity/debt ratio. BNDES is expected to finance between 50-70%

of the investment.


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ACTIVITY

The order book continued with significant growth compared with equal period last year, and this thanks to the new awarded projects

in Brazil, and achieves 380 million euros of projects. From the last awarded projects, the most significant are: The Manaus Stadium in

Brazil, the bridges of Transcarioca and the Amanhã museum in Rio de Janeiro, the Réaménagement des Halles in Paris, the KASC

stadium in Jeddah, (Saudi Arabia), the EDF building in Paris, and the Airbus hangars. The most important country in Brazil followed

by France that illustrates very well the effort to strengthen the company exposure to mature and emerging countries with

sustainable growth rates in the demand for the metallic constructions. Moreover, 50% of the order book is outside Europe and

Portugal only represents 14%.

ORDER BACKLOG – FEATURED PROJECTS (* Includes local taxes)

PROJECT LOCATION TOTAL VALUE BEGINNING YEAR END YEAR Queen Isabel Ship (Douro Azul) Aveiro, Portugal EUR 6.5 M 2012 2013

Amavida Ship (Douro Azul) Aveiro, Portugal EUR 6.5 M 2012 2013

Viking Douro II Ship Aveiro, Portugal EUR 6.7 M 2012 2013

Viking Porto Ship Aveiro, Portugal EUR 6.0 M 2012 2013

Galp Petrogal (conversion of refinery) Sines, Portugal EUR 31.7 M 2009 2012

New EDP Corporate Headquarters / Lisbon Lisbon, Portugal EUR 11.6 M 2012 2013

Loures Business Park (lotes 7, 8, 9 e 10) Loures, Portugal EUR 11.9 M 2012 2014

Ulla Bridge Coruña, Spain EUR 22.8 M 2009 2013

Amiens Hospital Amiens, France EUR 7.9 M 2010 2012

Office Building – ZAC Victor Hugo Paris, France EUR 3.1 M 2010 2012

CHU D'Orleans Paris, France EUR 9.9 M 2010 2013

Lille Stadium (Locksmiths) Lille, France EUR 7.3 M 2011 2012

Réaménagement des Halles Paris, France EUR 6.2 M 2012 2014

EDF Paris, France EUR 25.8 M 2013 2014

Lyon Stadium Lyon, France EUR 24.8 M 2013 2014

Airbus hangars Toulouse, France EUR 10.1 M 2012 2013

Canberra Airport Terminal Canberra, Australia AUD 13.3 M 2009 2013

Office Building in Luanda Luanda, Angola EUR 14.0 M 2010 2012

Airport Catumbela second phase Catumbela, Angola EUR 6.2 M 2012 2012

Hockey Pavilions Luanda Luanda, Angola USD 4.7 M 2012 2013

Scotland’s National Arena Glasgow, Scotland GBP 15.1 M 2011 2013

Birmingham New Street Birmingham, England GBP 15.7 M 2011 2014

BBVA Headquarters Madrid, Spain EUR 12.0 M 2011 2013

King Abdullah Financial District Riad, Saudi Arabia EUR 20.8 M 2011 2013

KASC – Steel structure Jeddah, Saudi Arabia EUR 24.9 M 2012 2013

KASC – Stadium Roof Jeddah, Saudi Arabia EUR 9.5 M 2012 2014

El Brocal Mine Cerro de Pasco, Peru USD 4.0 M 2012 2013

Vale Verde Shopping* São Paulo, Brazil BRL 13.0 M 2011 2013

Fonte Nova Stadium* Salvador, Brazil BRL 37.8 M 2011 2013

Castelão Stadium* Fortaleza, Brazil BRL 48.0 M 2011 2012

Grêmio de Porto Alegre Stadium* Porto Alegre, Brazil BRL 36.0 M 2011 2012

Londrina Shopping* Londrina, Brazil BRL 15.0 M 2012 2013

GV do Brasil, steel mil* São Paulo, Brazil BRL 30.0 M 2012 2013

Transcarioca bridges* Rio de Janeiro, Brazil BRL 109.2 M 2012 2014

Museu do Amanhã (Tomorrow’s Museum)* Rio de Janeiro, Brazil BRL 107.5 M 2012 2014

Manaus Arena Manaus, Brazil BRL 105.0 M 2012 2014

9M2012 REPORT

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ORDER BOOK BREAKDOWN BY COUNTRY

RESULTS

Metallic Construction Revenues achieved 182.6 million euro in the 9 months 2012, corresponding to a growth of 7 % YoY,

supported by the level of activity due to the strong order book, which increased 30 % YoY, from 292 million euro to 380 million euro,

mostly thanks to the new awarded works in Brazil.

The EBITDA in the 9 months increased from -18.1 million euro to -6.3 million euro, reflecting an YoY positive comparison, but

showing a reverse of the EBITDA level shown in the 1Q12 and 2Q12, which is explained by two type of effects: (1) the cost related

with the closure of activities in Poland, which included a cut of industrial capacity in the country and, the impact of Benavente

Factory closure in Portugal (already reflected in the 2Q12’ figures); (2) negative operating margins in some of the works, mostly in

Poland, Iberia and Australia that reflects the general environment in the sector, with very low level of margins due to the lack of

demand for big projects.

Particularly Australia which has accumulated losses will be under a restructuring process in the coming months.

Moreover, the EBIT of -19.5 million euro in the 9 months reflects the accounting of provisions and impairments mostly of fixed

assets and clients in Poland, amounting 7.1 million euro due to the alert of legal protection against creditors of one of our clients.

Net Financial Expenses in the 9 months had an increase of 9% to 10.3 million euro, due to higher debt service reflecting enlarge spread.

Net Profit totalled -29.9 million euro, of which 0.4 million euro attributable to non-controlling interests.

Net Financial Debt in Metallic Constructions is stable at 118 million euro of financial debt.

Total capex reached 5.9 million euro mostly of it applied in the end of the construction of the factory in Brazil and maintenance

investment in machinery and facilities.


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Metallic Construction 9M12 9M12 Var. %

€M

Revenues 182.6 170.2 7%

EBITDA -6.3 -18.1 65%

EBITDA Margin -3.5% -10.6% 7.2 pp

EBIT -19.5 -24.7 -21%

EBIT Margin -10.7% -14.5% 3.8 pp

Net Financial Expenses 10.3 9.5 9%

Income tax 0.0 -4.4 -101%

Net Profit -29.9 -29.8 0%

Attributable to non-controlling interests 0.4 0.2 126%

Attributable to shareholders -30.3 -30.0 1%

9M2012 REPORT

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SOLAR

SECTOR TRENDS

Quarter on quarter, the global PV sector has shown less activity. Following a relatively good 1st Quarter in PV sector positively

driven by tariff deadlines in Germany, UK and Italy, and US import solar duties on Chinese modules, the pace seen in the 2nd

and

3rd

Quarter was much lower.

Nevertheless, according to the latest Bloomberg Energy Finance insight, the demand for 2012 should be between 28.8 GW and 35.2 GW,

as some markets become slightly clearer now. In 2013, in the conservative scenario, it is expected that demand drops by 6 to 6.5 GW

due to Germany and Italy stronger negative impact, as only part of it will be compensated by the new markets. In the optimistic scenario

2013 will have a small adjustment of 0.36 GW to 34.9 GW, and China might be the largest market with 6.6 GW of new capacity.

Thanks to rapidly expanding new markets, it has been possible to offset the cooling in mature markets, such as Germany or Italy.

There is a new high-feed-in tariff in Japan, and China has released a larger-than-expected pipeline of projects approvals for its

Golden Sun commercial incentive scheme, which means that new markets are being created maintaining the sector very active.

Margins for solar companies, in general, are negative and expected to remain as such until significant capacity drops out.

The highlights in the 3rd

quarter by market are as follow:

- In Italy, the first registry for large projects has been undersubscribed which means these are positive news for the

installers of smaller residential systems which will have budget available for their segment.

- France has its nuclear plans downsized consequently it may mean that a 2014 solar trend is brought forward

- In the UK the Renewable Obligation Certificate support is likely to be reduced 25 % for solar projects from April 2013,

instead of 2015. However, solar is likely to be included in the next UK road map for renewables, legitimising the sector and

potentially protecting it against complete loss of support.

- In the USA the Obama’s re-election opens a new phase for the clean energy in the country. The White House still strongly

supports clean energy but will have a few financial resources with which to provide subsidies, given the current demand for

fiscal austerity. Since its expiry at the start of this year, solar industry advocates have pushed for the reinstatement of a

grand programme that offered developers grands equal to 30 % of a project´s capex. Lobbyists for the industry may renew

those efforts now that Obama has won re-election and Democrats will control the Senate. However, it appears unlike

congress would approve such a reinstatement, given the current situation.


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ACTIVITY

The backlog of turnkey contracts is currently 230 million euro, with Portugal, USA, France and UK as the geographies with the most

significant contributions. The latest contracts signed in the period were the 20 MW project in Mexico and the 4.5MW project in

Ukraine. Moreover, the mix of countries shows equilibrium and visibility of the activity.

RESULTS

In the 9 month 2012 Solar Revenues decreased by 16 % totalling 156.3 million euro, although still on track to report revenues in line

with 2011, with a strong 4Q. This performance in the 9M12 is indeed explained by the fact that some projects started later than

expected, and some other projects will advance at stronger pace in the in the end of year, but also because the company has

preferred to protect margin instead of growth. The company continues its internationalization process, and from the last months

should be stressed the entrance in Brazil with a small project, in Mexico, in Chile, Romania and in Ukraine, which had already

impacts in the period.

Looking at the revenues breakdown by geographies, it should be highlighted the higher contributions in the period that mostly from

France, USA, Portugal and Belgium.

The EBITDA level in the 9 months 2012 increased 57 %, from 7.8 million euro to 12.3 million euro, corresponding to a rise in margin

of 3.7 p.p. to 8 %. This increase in margin is justified by the mix of sales registered in the semester, which had more EPC projects,

with higher margins, than distribution sales.

Net Financial Expenses recorded 3.9 million euro in the 9 months 2012 increasing from the 1.2 million euro, due the YoY increase

in the level of Net Debt.

Net Profit totalled 4.8 million euro, which is almost in line with the same period last year.

CAPEX in the 9 months 2012 was 21.8 million euro. This value is explained by the investment in project development, mostly in the

USA and France, expected to be sold by 2013.

Net Debt increased from 45.8 million euro at the end of the 2011, to 71.0 million euro, explained by the capex in the period and

increase in working capital effort.

Solar 9M12 9M11 Var. %

€M

Revenues 156.3 185.9 -16%

EBITDA 12.3 7.8 57%

EBITDA Margin 8% 4% 3.7 pp

EBIT 11.0 7.2 53%

EBIT Margin 7.0% 3.9% 3.2 pp

Net Financial Expenses 3.9 1.2 >100%

Income tax 2.3 1.3 84%

Net Profit 4.8 4.7 1%

Attributable to non-controlling interests -0.5 -0.3 -76%

Attributable to shareholders 5.3 5.1 6%

9M2012 REPORT

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OTHER AREAS

RESULTS

The results of the ‘Others’ segment groups the activity of ‘RE Developer’, the Holding and Shared Services.

Of the total amount of Revenues, the RE Developer contributed with 11.7 million euro in the 9 months representing a growth of

4.3% YoY, mostly justified by the better performance of the Spanish solar parks and the Brazilian wind farms and the beginning of

the full operation of the wind farm in Romania, despite the sale of the Polish wind farms in the second half 2011.

Total EBITDA of RE Developer summed 6.8 million euro in the 9 months, representing an EBITDA margin of 58.1% that compares

with 26.4% in the same period last year, as a result of the better performance of the operating assets and the further reductions in

structure and development costs.

Net Profit, in the 9 months of 2012 was 0.6 million euro impacted by lower net financial expenses, which include a capital gain of

1.5 million euro related with the sale of Silverton Project in Australia, and that compares with 7.1 million euro, in the same period

last year.

Total Capex of RE developer in the period reached 1.1 million euro, mostly in the construction of the wind farm in Romania (Babadag).

Net Financial Debt of RE Developer is stable at 41.9 million euro at the end of the 9 months, of which 14.6 million euro from project finance.

Regarding the operating asset disposal process it’s worth mentioning that, due to markets conditions, it will be difficult to close any

deal until the end of the year. It should happen along the year 2013.

RE Developer 9M12 9M12 Var. %

€M

Revenues 11.7 11.2 4.3%

EBITDA 6.8 3.0 >100%

EBITDA Margin 58% 26.4% 31.7 pp

EBIT 2.1 -2.1 n.m.

EBIT Margin 17.6% -18.5% n.m.

Net Financial Expenses 1.2 7.1 -83%

Income tax 0.3 -0.4 n.m.

Net Profit 0.6 -8.8 n.m.

Attributable to non-controlling interests 0.4 -0.5 n.m.

Attributable to shareholders 0.2 -8.3 n.m.

04 SHARE PERFORMANCE

9M2012 REPORT

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04 | SHARE PRICE PERFORMANCE

Source: Reuters

The economic environment worldwide continues under pressure as it possible to see on the economic outlooks revised downwards.

Europe continues under eye and with the higher levels of uncertainty. The risk and the volatility are at upper levels again and this is

reflected on the huge differences between equities index performance.

Due to lower liquidity of the stock and lack of investors’ interest in the Portuguese Stock market, Martifer’s share price performance

suffered as much as its peer companies, and underperformed by 47.25 % in the 9 months 2012, when the PSI-20, the major

Euronext Lisbon market index dropped by 5.3 %, the only negative performance in Europe, apart from the IBEX in Spain, which

was down 10%.

The gaps between markets performance illustrated by Dax +22.3%, Eurostoxx 50 +5.9%, FTSE100 +3.0%, CAC40 +6.2%, might

see future adjustments, but presently DAX index is still seen as “safe heaven” in Europe.

In the US the environment was better than in Europe in the period, Dow Jones Ind. was up by 10 % and NASDAQ was up by 19.6 %

as the final run before the elections help as well.

Martifer’s share price ended the 9 months 2012 at 0.57 €/share. The highest price achieved was 1.14 €/share and the lowest price

was 0.50 €/share. The daily average volume of stock traded during the period was 12,983 shares.

Overall, Martifer’s market capitalization totalled 57 million euro at the end of the period.

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Martifer PSI20 Index


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PURCHASE OF OWN SHARES

In accordance with CMVM regulation 5/2008, namely article 11, numbers 1 and 2, we inform that Martifer SGPS, SA (Martifer)

purchased in the Stock Exchange:

Date Market / Transaction Size (shares) Price (€) Number Hold

02-Jan-12 Euronext Lisbon – Purchase 5,555 1.09 5,555







13-Jan-12 Euronext Lisbon – Purchase 150 1.09 58,945


17-Jan-12 Euronext Lisbon – Purchase 380 1.13 64,675











01-Feb-12 Euronext Lisbon – Purchase 7,350 1.08 136,507








02-Mar-12 Euronext Lisbon – Purchase 6,700 1.06 190,611











19-Mar-12 Euronext Lisbon – Purchase 150 0.95 364,000










02-Apr-12 Euronext Lisbon – Purchase 210 0.89 403,029

03-Apr-12 Euronext Lisbon – Purchase 360 0.90 403,389

04-Apr-12 Euronext Lisbon – Purchase 3,650 0.91 407,039





25-May-12 Euronext Lisbon – Purchase 21,000 0.63 441,604

28-May-12 Euronext Lisbon – Purchase 20,755 0.62 462,359

21-Sep-12 Euronext Lisbon – Purchase 1,000 0.56 463,359

24-Sep12 Euronext Lisbon – Purchase 100 0.57 463,459

26-Sep-12 Euronext Lisbon – Purchase 1,700 0.56 465,159

Following these transactions Martifer holds 2,212,810 own shares representing 2.21 % of its share capital.

9M2012 REPORT

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Oliveira de Frades, 15 November 2012

The Board of Directors,

Carlos Manuel Marques Martins

(Chairman of the Board of Directors)

Jorge Alberto Marques Martins

(Vice-Chairman of the Board of Directors)

Luis Filipe Cardoso da Silva (Member of the Board of Directors)

Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)

Luís Valadares Tavares

(Member of the Board of Directors)

Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)

// CONSOLIDATED

FINANCIAL

INFORMATION

9M2012 REPORT

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05 CONSOLIDATED FINANCIAL STATEMENTS

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