INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION

Transcription

1 INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 st Half 2010

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3 HIGHLIGHTS MAIN EVENTS INTERIM MANAGEMENT REPORT - ECONOMIC AND FINANCIAL ANALYSIS - ANALYSIS BY SEGMENT - MACROECONOMIC OVERVIEW - OUTLOOK - SHARE PERFORMANCE INTERIM CONSOLIDATED FINANCIAL INFORMATION

4 4 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

5 HIGHLIGHTS Analysis of Strategic Goals and delivery of Corporate Objectives along the 1H10: FOCUS ACTIVITY EXPANSION OF METALLIC CONSTRUCTION One digit growth in YoY Revenues comparison QoQ Growth +25.7% (2Q10 vs 2Q09) +20.6% (2Q10 vs 1Q10) Stable order book and increased exposure to markets outside Iberia (from 48% in 1Q10 to 55% in 2Q10) VISIBILITY OF MARTIFER SOLAR +56.2% YoY growth in Revenues +153% YoY growth in the EBITDA Increased weight in total Consolidated Revenues, e.g., 29.2% in 1H10 vs 16.5% in 1H09 +96% in 2Q10 vs 1Q10 in the EBITDA OPERATIONAL EFFICIENCY IMPROVING OPERATING PERFORMANCE Adj. EBITDA (for the Tavira Gran-Plaza effect) +5.8% YoY growth and +1.7 pp improved margin in an increasingly competitive environment The positive performance of Solar, Metallic Constructions and RE Developer more than compensates the losses in Energy Systems FINANCIAL CONSOLIDATION FINANCIAL DISCIPLINE M in Net Debt to M (from FY M ), excluding the Tavira Gran-Plaza debt Net Debt/EBITDA = 4.9x only considering Net Debt allocated to core business PROFITABILITY Recurrent Net Profit grew 13.4% YoY to 1.5 million euro Prio Energy and Prio Foods contributed, in the 1 st Half, respectively with 1 million euro and -2.6 million euro of Net Profit MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

6 Reported Figures - non audited 1H 1H M - IFRS 2010 Marg Marg. Var. % Revenues % EBITDA % % -16.8% EBIT % % 75.5% Financial Results % Profit before tax % Income tax % Profit from continued operations % % -98.6% Net Profit - From discontinued operations Consolidated Net Profit % % -98.5% Attributable to non-controlling interests n.m. to shareholders % Adjusted Figures 1H 1H M - IFRS 2010 Marg Marg. Var. % Revenues % EBITDA % % -16.8% EBIT % % -51.7% Financial Results % Profit before tax % Income tax % Profit from continued operations % % 13.4% Net Profit - From discontinued operations Consolidated Net Profit % % n.m. Attributable to non-controlling interests n.m. to shareholders % Note: Results presented according to the consolidated financial statements (reported values) non-audited. To allow a better understanding of the operational performance of the Group, values were adjusted for non-recurring events. In the 1 st Half 2010 adjustments reached 12.8 million euro of impairment losses and 13.1 million euro of capital gains relative to Prio Energy and Prio Foods share sales. 1 st Half 2009 values were re-expressed in order to present the results from the business unit held for sale (Agriculture & Biofuels) separate from continued operations. Reported figures in the 1 st Half 2009 include a financial gain of million euro from the sale of REpower Systems, AG, and provisions and impairment losses of 38 million euro resulting from a revaluation of assets. 6 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

7 MAIN EVENTS FEBRUARY 2010 Martifer Renewables sells 15% of Ventinveste to Galp Martifer Renewables sold 50% of the Parque Eólico Penha da Gardunha, Lda ( PEPG ), a company currently holding 30% of the share capital in the company Ventinveste, SA ( Ventinveste ), to Galp Energia. The value of the transaction amounted to approximately 5 million euro. PEPG was acquired by Martifer Renewables from the Babcock & Brown Group in June This current sale of half the share capital of the company to Galp Energia had, in effect, rebalanced the respective stakes between Martifer SGPS and Galp Energia in Ventinveste. After this operation the shareholders structure of Ventinveste is Galp Energia with 49%, Martifer SGPS with 46.6%, REpower with 2.4% and Efacec with 2%. MARCH 2010 Martifer sells 11% of Prio Foods and Prio Energy Martifer SGPS, SA sold 11% of its participation in the subsidiaries PRIO SGPS, SA ( Prio Foods ) and PRIO Advanced Fuels SGPS, SA ( Prio Energy ) to the company Severis SGPS, SA, for million euro, this way proceeding with the reduction of the economic interest in the Agriculture & Biofuels segment. By means of this operation, Martifer SGPS, SA reduces its share capital participation from 60% to 49% in the aforementioned companies and respective subsidiaries. APRIL 2010 Martifer approves a 10 million euro dividend distribution at AGM At the Annual General Meeting held on the 7 th of April 2010 a dividend distribution of 10 million euro, relative to 2009 s net profit, was approved, representing 0.10 per share. Dividends were paid on the 5 th of May MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

8 MAIN EVENTS APRIL 2010 Martifer announces share capital increase in Martifer Solar Martifer SGPS, SA, following the Group s strategic focus on the metallic construction and renewable energy sectors (wind & solar), unanimously approved a 35 million euro share capital increase in its subsidiary Martifer Solar. Share capital will, as such, amount to 50 million euro. This capital increase, to take place gradually over the next two years, in order to meet investment needs, will be proportionally subscribed by its shareholders. The aim of this operation is to strengthen the capital structure of Martifer Solar, in order to provide the company with endowment to benefit the current growth of the solar sector. SUBSEQUENT EVENTS AUGUST 2010 Martifer sells Tavira Gran-Plaza Martifer Gestão de Investimentos, S.A., sold 100% of Tavira Gran-Plaza to Estia by the total amount of 44.3 million euro. This sale is in line with the announced strategy of divestment in the retail assets and focus on its core business. Estia is a multi-specialist real-estate developer, currently playing an active role in the conception, implementation, promotion and management of its own projects, namely Shopping Centers, Retail Parks, Business Hotels and Offices, Logistic and Warehousing Platforms, Residential, Multi-complexes, Resorts and Senior Living. 8 MARTIFER SGPS, S.A. RELATÓRIO DE GESTÃO E INFORMAÇÃO CONSOLIDADA INTERCALAR 1º TRIMESTRE 2010

9 INTERIM MANAGEMENT REPORT ECONOMIC AND FINANCIAL ANALYSIS Income Statement M 1 st Half 10 Adjusted 1 st Half 09 Adjusted Var. % 1 st Half 10 Reported 1 st Half 09 Reported Var. % Revenues % % Gross Profit % % Earnings before depreciation, amortization and provisions & impairment losses (EBITDA) % % EBITDA margin 9.1% 9.6% -0.5 pp 9.1% 9.6% -0.5 pp Depreciation & Amortization % % Provisions & Impairment Losses % % Operating Income (EBIT) % % EBIT margin 2.9% 5.3% -2.4 pp -2.3% -8.3% 6.0 pp Financial Results % % Profit before taxes % % Income tax % % Net Profit from Continued Operations % % Results from the business unit held for sale Net Profit n.m % Attributable to non-controlling interests n.m n.m. Attributable to shareholders % % per share Note: Results presented according to the consolidated financial statements (reported values) non-audited. To allow a better understanding of the operational performance of the Group, values were adjusted for non-recurring events. In the 1 st Half 2010 adjustments reached 12.8 million euro of impairment losses and 13.1 million euro of capital gains relative to Prio Energy and Prio Foods share sales. 1 st Half 2009 values were re-expressed in order to present the results from the business unit held for sale (Agriculture & Biofuels) separate from continued operations. Reported figures in the 1 st Half 2009 include a financial gain of million euro from the sale of REpower Systems, AG, and provisions and impairment losses of 38 million euro resulting from a revaluation of assets. Revenues In the first semester 2010, Operating Revenues decreased by 11.9% to million euro on a comparable basis, caused by the decrease of Operating Revenues in the Energy Systems (-64.5%), besides the strong recorded growth of the revenues in Martifer Solar and RE Developer with +56.2% and +32.0%, respectively, and a growth of 4.0% in the Metallic Construction business area. We highlight that the second quarter 2010 in comparison with the first quarter revealed significant improvement in all the business areas, with the exception of Energy Systems that, previously indicated, will have a tough 2010 due to the delay of the Ventinveste project and downturn of the sector. Revenue reduction in the Energy Systems segment (-65.5 million euro) is largely due to the impact of both the economic slowdown, the difficult financial market conditions, and regulatory uncertainty given the budgetary problems faced by governments leading to a drop in the demand for eolic equipment and systems and consequently to a reduction of turnkey projects across Europe. Nevertheless, we emphasize that this sharp decline is atypical but was, nonetheless, anticipated last February during the 2009 Annual Results presentation. MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

10 In the Metallic Construction business area the increase of 5.0 million euro in Revenue YoY is mainly justified by the launch of some significant projects in the portfolio and a smooth upwards trend felt in the aluminium and steel prices in the international market. As mentioned in the previous quarter, the current order book allows for optimism with regard to the recovery of activity in the quarters throughout the year, and has proven to be the case during the second quarter of The Solar segment registered a Revenue increase of 56.2% to 71.5 million euro, having taken full advantage of the current buoyancy of the photovoltaic sector, particularly in some of the European countries such as Italy. The RE Developer area also presented an Operating Revenue growth of 32% due to the stabilization of the current operating parks. 1H H 2009 Revenues M Weight M Weight Var. % Martifer Consolidated % Metallic Construction % % 4.0% Energy Systems % % -64.5% Solar % % 56.2% RE Developer % % 32.0% Holding, Elim. and Adjust % % -37.6% In terms of weight of consolidated Revenues by business area in the 1 st Half 2010, the scenario we had anticipated is playing out, with the Metallic Construction (53%) and Solar (29%) areas representing 82% of the Revenues. We would like to emphasize again that the Solar business area is already the second largest contributor to Martifer s Revenue, justifying the capital increase announced to boost the current portfolio of projects. Otherwise, the distribution of consolidated Revenues by geography was as follows: Portugal 54.1%, Spain 10.7%, Central Europe 11.8%, and the rest of the World 23.4%. 10 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

11 EBITDA and Net Profit In the first half 2010, total consolidated EBITDA registered a sum of 22.2 million euro, which represents a decrease of 16.8% compared with same period last year, and corresponding to an EBITDA margin of 9.1%, which compares with the EBITDA margin of 9.6%, in the same period last year. If we adjust the values taking into account the effect of the Tavira Gran-Plaza (see pages for more details) we obtain a growth in the Adj EBITDA of 5.8%, which corresponds to an increase of 1.7 p.p. in the Adj EBITDA margin. The YoY increase of the EBITDA in Solar and RE Developer nearly compensates the decrease in Energy Systems EBITDA, which ended up absorbing the sector s negative impact and the delay of the Ventinveste projects. 1H H 2009 EBITDA M Marg. M Marg. Var. % Martifer Consolidated % % -16.8% Metallic Construction % % -38.2% Energy Systems % % n.m. Solar % % >100% RE Developer % % >100% Holding, Elim. e Ajust Earnings before interest and taxes (EBIT) reached -5.7 million euro on a reported basis, which compares with million euro on the same period of the previous year. However, for the two values to be really comparable (excluding non-recurrent effects), it is necessary to adjust 12.8 million euro in provision and impairment losses. Excluding the effect of provision and impairment losses of 12.8 million euro, EBIT amounts to 7.2 million euro in the 1 st Half 2010, what compares with 14.8 million euro in 1 st Half Financial Results of 8.6 million euro on a reported basis include two positive effects: 13.1 million euro capital gains resulting from the sale of 11% share capital in Prio Energy and in Prio Foods (non-recurrent) and 1.0 million euro of positive gains from the application of the Equity Method to Prio Energy (recurrent). To these we have to add a negative effect from the application of the Equity Method to Prio Foods of 2.6 million euro. The net contribution from the application of the Equity Method to the subsidiaries Prio Energy and Prio Foods reached approximately -1.6 million euro, in the 1 st Half Net Financial Results adjusted for non-recurrent events have progressed favourably to -4.5 million euro in the 1 st Half 2010, compared with million euro in last year s 1 st Half, which corresponds to a 6.0 million euro improvement. This improvement was due, not only to a decrease in interest, resulting from a reduction in interest rates, but mainly to foreign currency exchange gains. Net Interest Expenses were 8.3 million euro, comparing positively with 10.1 million euro in the 1 st Half MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

12 Net foreign exchange currency was positive, reaching 4.2 million euro due to the appreciation of Kwanza (Angola), against the Euro, matching up with a 1.8 million euro net foreign currency exchange loss recognized in the 1 st Half CAPEX The value of Investment in fixed assets in the 1 st Half 2010 amounted to 18.4 million euro, essentially channelled to the construction of the new tower plant in Texas, USA and to the development of RE Developer s assets in Romania, Poland and Brazil, and finally the investments made in Angola to conclude the Metallic Construction s facilities. The breakdown of CAPEX in the period by business area was 3.3 million euro in Metallic Construction, 4.3 million euro in Energy Systems, 9.6 million euro in RE Developer and 0.9 million euro in Solar. As of 30 th of June 2010, the Group controlled a stake of 16,075,416 shares of EDP Energias de Portugal SA. Considering the share price at the time, this financial position represented a 39.2 million euro market value, with a potential capital loss of 1,518,248 euro, recorded directly in the caption Fair value reserves at the share capital. Financial Position M Jun-10 Dec-09 Var. % Fixed Assets (including Goodwill) % Other non-current assets % Financial assets available for sale % Inventory and Receivables % Cash and cash equivalents >100% Assets of the business unit held for sale Assets held for sale Total Assets 1, , % Shareholders Equity % Minority Interests % Minority Interests associated to assets held for sale Total Equity % Non-current debt and leasings % Other non-current liabilities % Current debt and leasings % Other current liabilities % Liabilities related to the assets of the business unit held for sale Liabilities related to the asset held for sale Total Liabilities % 12 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

13 Total assets on the 30 th of June 2010 amounted 1,216.3 million euro, while non-current assets reached million euro, compared to 1,422.7 million euro and million euro respectively at year-end Shareholders Capital decreased from million euro at the end of the year to million euro at the end of the 1 st Half This variation is mainly explained by the Minority Interests associated to assets held for sale (Prio) in Net Debt M Metallic Construction Energy Systems Solar RE Developer Holding Martifer Consolidated Corporate Net Debt allocated to operating activities Corporate Net Debt allocated to non-operating activities Non-Recourse Net Debt Total Net Debt Holding debt allocated to business units EBITDA annualized * (Corporate Net Debt allocated to operating activities + Holding debt allocated to business units) / EBITDA 2.6x 22.2x 3.7x 12.4x 4.9x * The value of EBITDA taken into account in the calculation of financial ratios corresponds to the sum of the last 2 quarters of 2009 with the first 2 quarters of Note: Net Debt = Borrowing + Financial Lease + Derivatives Cash and Cash Equivalents The Group s Consolidated Net Debt at the end of the 1 st Half 2010, amounted to million euro. The variation (decrease of 3.4% or a reduction of 15.1 million euro) verified in the 1 st Half is explained by the reclassification of the debt related with the Tavira Gran-Plaza to liabilities related to assets held for sale, although there was an increase in debt from the working capital investment incurred in the period, related with the increased activity in Solar segment, the payment of the dividend to shareholders and Capex. MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

14 ANALYSIS BY SEGMENT Metallic Construction Sector trends Global economy is still trying to recover from the crisis, sustained by the brisk growth in emerging economies. Demand for metallic constructions has decreased and stagnated in mature countries. Economic growth in Europe is still slower than in the rest of the world. This low demand toughens the competition and puts margins under pressure, which forces companies to reduce their cost structures. Emerging countries have been facing a growth in demand that metallic constructions companies must capitalize on. Steel prices rose during the 1 st Half of 2010, but in the last two months (June and July) have showed a slight decrease. Currently it is difficult to have a correct perception of what the tendency will be throughout the rest of the year. On a market by market analysis: IBERIA Both countries have been suffering from the debt crisis. At the moment, private investment has contracted, and public investment has been mostly delayed. ANGOLA Continues to show a strong dynamic, both from the public and the private sectors, but the high risk of the country remains the key point for the companies operating in the market. EASTERN CENTRAL EUROPE Though not suffering the same impact that Iberia faces with the debt crisis, the economic growth in these countries is very slow at the moment, with reduced investment, although already showing positive signs from demand. BRAZIL One of the countries with higher expected growth for the following years, with lots of public investment due to the World Cup in 2014 and the Olympic Games in OTHER GEOGRAPHIES The North of Africa and the Middle East are interesting geographies to look out for in the next months and years. ACTIVITY The backlog at the end of the 1 st Half 2010 amounted to 283 million euro, representing an increase of 4.8% against the portfolio at the end of the year. If we consider the same period of 2009, the backlog then was 282 million euro, almost the same as the one we have now. The weight in the portfolio of the Iberian Peninsula dropped from 64% to 45% YoY. Of the recent projects in the order backlog we highlight a factory for Alstom in Germany and the largest shopping centre in the North of Africa, in Casablanca, Morocco. During the 2 nd Quarter the business unit gained the Kanhangulo Building in Luanda, Angola, a project of 12.2 million euro. 14 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

15 ORDER BACKLOG FEATURED PROJECTS Project Location Total Value Beginning Year End Year Artenius PTA plant Sines, Portugal Euro 22.4 M Pego Power Plant Abrantes, Portugal Euro 7.0 M Galp Petrogal conversion of refinery Sines, Portugal Euro 16.7 M Coach Museum Lisbon, Portugal Euro 6.0 M Champalimaud Center for the Unknown Lisbon, Portugal Euro 7.6 M Ulla Bridge Corunna, Spain Euro 20.8 M Repsol HeadQuarters Madrid, Spain Euro 18.1 M Dublin Airport, Terminal 2 Dublin, Ireland Euro 61.0 M Basarab Bridge Bucharest, Romania Euro 5.1 M Baltic Arena Gdansk, Poland Euro 11.0 M Toll Station Calafat, Romania Euro 3.5 M Renault Factory Tangier, Morocco Euro 25.3 M Canberra Airport Terminal Canberra, Australia AUD 10.3 M Alstom Mannheim 9 Mannheim, Germany Euro 16.5 M Morocco Mall Casablanca, Morocco Euro 5.1 M Kanhangulo Building Luanda, Angola Euro 12.2 M Amiens Hospital Amiens, France Euro 1.8 M Office Building ZAC Victor Hugo Paris, France Euro 3.0 M JMD Koszalin Koszalin, Poland PLN 42.1 M Note: Increases in the total value of some projects in the backlog are due to additional works requested BREAKDOWN OF THE BACKLOG TOTAL: 283 M Other 24% Portugal 32% Angola 18% Eastern Central Europe 13% Spain 13% MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

16 RESULTS Metallic Construction s Revenues in the 1st Half 2010 increased about 4.0% on a YoY basis, to million euro. Comparing the 2 nd Quarter 2010 with the 2 nd Quarter 2009, Revenues registered a growth of 25.7%, mainly due to an increase in volume activity but also due to the late recovery in the price of raw material, such as steel and aluminium. In the first half of the year, the breakdown of revenues by market has been: Iberia weighting 58% (a decrease from the 60% that Iberia represented at the end of 2009) and external markets representing roughly 42% of revenues. Reported EBITDA reached 10.1 million euro, corresponding to a 7.7% margin, 5.3 p.p. below the reported margin of the 1 st Half Adjusted EBITDA reached 13.2 million euro, which compares with 13.6 million euro in the same period last year, corresponding to an EBITDA margin of 10.1%, a decrease of 0.7 p.p. YoY. The adjustments, respectively 3.1 and -2.7 million euro, made in 2010 and 2009 in the EBITDA are related with the change of Fair Value of Tavira Gran-Plaza. EBIT amounted to 5.0 million euro, reflecting a margin of 3.8%. This represents a drop of 59% YoY, justified by an increase in depreciation and provisions amounting to 1.1 million euro. Of these, 800 thousand euro corresponds to provisions made on the account receivables and 300 thousand euro correspond to depreciation from the Angolan facilities. Net Financial Expenses showed an improvement in this half of the year and amounted to a positive 0.9 million euro mainly due to buoyant foreign currency exchange, of 4.2 million euro. Net Profit totalled 5.4 million euro, of which 2.5 million euro attributable to non-controlling interests, mostly in Martifer Alumínios and Martifer Angola. Net Financial Debt in Metallic Construction by the 30 th of June 2010 reached million euro: Net Debt of 83.4 million euro registered in the financial statements of the business area and 25 million euro in other debt used at the Holding level. If compared with the end of 2009 there was a decrease of 31.4 million euro, explained by the sale of the Tavira Gran-Plaza. Of the total net debt 29.5 million are allocated to projects in the Retail area not considered core business. CAPEX reached 3.3 million euro in the 1 st Half 2010, denoting a significant cut when compared to the same period in 2009 where 9.2 million euro were invested. Roughly 60% of the CAPEX was applied in new factories in Angola. 16 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

17 Metallic Construction 1H 1H Var. % M Revenues % EBITDA % EBITDA Margin 7.7% 13.0% -5.3 pp Adj EBITDA % Adj EBITDA Margin 10.1% 10.8% -0.7 pp EBIT % EBIT Margin 3.8% 9.8% -6.0 pp Net Financial Expenses n.m. Income tax % Net Profit % Attributable to non-controlling interests % Attributable to shareholders % Net Debt % Capex % Note: Adjusted EBITDA figures account a 3.1 million euro loss in 2010 and a 2.7 million euro gain in 2009, both concerning the update in the Fair Value of Tavira Gran-Plaza. Tavira Gran-Plaza was evaluated for 44.4 million euro in July 2010, whilst it was valued at 47.5 million euro in MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

18 Energy Systems Sector trends Expectations and estimates for 2010 indicate that the market should reach around 40 GW of new capacity. Half of this new capacity will come from Asia, with China representing around 18 GW and close to 2 GW coming from India. The Asian market is almost entirely absorbed by local players, where low cost is the main driver. The European market is to reach around 8 GW. This is a decrease from last year s 10 GW, mostly due to the regulatory uncertainty some of the markets are experiencing (e.g.: Spain and Italy). This uncertainty led to a reduction in demand for turbines, crushing the margins along the value chain due to lower utilization of production capacity and a stronger pressure to reduce prices from increased competition. This year s number includes some offshore capacity already being installed. The North American market can achieve up to 10 GW of new capacity, representing a decrease in new installations in the USA but an increase in both Canada and Mexico. The US is facing some trouble due to the fall of natural gas prices, reduction in electricity demand and uncertainties over the national energy policy, which make it even harder to secure long-term power purchase agreements (PPA). To survive the wind market now and in the future it is necessary to make framework agreements and other partnership style relationships. The wind industry is changing oversupply leads to cuts in production and prepares for medium and long term with product differentiation; price pressure leads to differentiation in services and reduction of costs from the production cycle. RESULTS Revenue amounted to 36.1 million euro at the end of the 1 st Half 2010, registering a decrease of 65% in comparison to the same period last year. We recall that this significant reduction was previously anticipated and explained by the impact of both the economic slowdown and the difficult conditions on the financial market, plus the regulatory uncertainties which led to a decrease in the demand for eolic equipment and systems and also a reduction of turnkey projects across Europe. Moreover it was negatively influenced by the delay in Ventinveste s works which were supposed to be already in execution. As a consequence of this abrupt reduction in activity, EBITDA margin in the 1 st Half 2010 dropped to a negative 1.9% margin owing to, as we have already mentioned, strong external pressure caused by the overall drop of the sector, which was not accompanied by a reduction in structural costs in the same proportion. Similarly the Naval Engineering activity was negatively affected by the operating margins of projects in hands. It is important to highlight that despite the efforts to tailor the cost structure it was crucial to assure future projects viability (like Ventinveste s 400 MW), which leads to additional costs in the semester. Net Financial Expenses recorded 1.5 million euro, -33% YoY, mostly influenced by the favourable comparison with the same period of 2009 in which 1.1 million euro in foreign currency losses was accounted. 18 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

19 Net Financial Debt in Energy Systems by the 30 th of June 2010 amounted to 61.0 million euro: Net Debt of 47.1 million euro registered in the financial statements of the business area and 13.9 million euro in other debt used at the Holding level. Compared to the end of 2009 there was a decrease of 8.3 million euro in Total Net Debt plus other debt used at the Holding level. Total CAPEX in the 1st Half 2010 reached 4.3 million euro, mainly in the new tower plant in the USA completed this semester. As already mentioned in the previous period, the project was welcomed by local authorities, who have approved a package of incentives including grants, subsidies for professional training and tax incentives. Energy Systems 1H 1H Var. % M Revenues % EBITDA n.m. EBITDA Margin -1.9% 7.7% -9.6 pp EBIT n.m. EBIT Margin -7.1% 3.0% pp Net Financial Expenses % Income tax n.m. Net Profit <-100% Attributable to non-controlling interests n.m. Attributable to shareholders n.m. Net Debt % Capex % MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

20 Solar Sector trends The solar market was more active in the 2 nd Quarter, and expectations for the 2 nd Half are quite good in terms of new installations. In fact, Bloomberg New Energy Finance believes 2010 will have between 14.2 GW and 18.9 GW of new installations, and Solarbuzz has reviewed their forecast upwards to 15.2 GW in These numbers would mean that the market could more than double 2009 figures. Nonetheless, Europe still has a very unstable economic situation, especially in Greece with the possibility of reaching other countries (like Portugal or Spain). Then there is also the regulatory uncertainty in countries like Spain or Italy, where tariffs will be cut, but there is still no clear estimate on what the final numbers will be (even though, in Italy s case, perspectives are very optimistic). Germany is still the biggest market in the world, and is supposed to remain so in 2010, reaching between 7 and 9 GW. This market will probably suffer a large reduction in 2011, especially in large-scale projects, but a crash is no longer expected. The major PV players in Germany will feel the pressure to move rapidly to other markets, increasing the competition in most of the geographies we are currently focused on. On a market by market analysis: PORTUGAL The Government announced the objective of 1,500 MW of solar capacity installed by 2020 SPAIN The Government is having trouble because of the big bill they have to pay due to the high tariffs offered to renewable energy in recent years; a reduction of tariffs is probably the way forward, with more information available until the end of the year ITALY Market with very good prospects for 2010, with projections between 1.3 and 2.1 GW installed this year; according to the latest draft, cuts will range from 10% to 24% year-to-year depending on system size, and permitting will receive new national guidelines that will speed up the process FRANCE Expanding market in Europe, with a strong wager on building integrated PV, for which the tariff is especially attractive CZECH REPUBLIC Market driven by an attractive tariff and good solar exposure, will be one of the main PV growth drivers in Europe in 2010; tariffs will be reduced for 2011 onwards BELGIUM Remains an interesting market with its support for integrated PV in industrial rooftops USA Huge market and great potential, however it is still waiting for strong regulation support to push forward its development GREECE Currently unattractive market for development due to high uncertainty associated with the severe crisis the country is facing and also the current permitting bottlenecks 20 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

21 RESULTS Revenue grew 56.2% in the 1 st Half 2010, in comparison to the same period of last year, totalling 71.5 million euro, what shows the growing activity in solar photovoltaic industry since last year s 2 nd Quarter and meets our expectations in the Solar sector. Italy, Cape Verde and Spain were the main contributors for the Revenue of the period. Total EBITDA rose by 153% to 7.5 million euro, compared with the same period last year, with the EBITDA margin reaching 10.5%. CAPEX in the 1 st Half 2010 was 1.0 million euro, contrasting with 1.9 million euro for the same period of Net Financial Debt at the end of the 1 st Half 2010 stood at 63.8 million euro, an increase of 16.8 million euro from year-end This variation is explained primarily by an increase in working capital for the development of various projects. Currently the backlog 1 (turnkey contracts signed and projects financed) until the end of the year is 100 million euro, equivalent to approximately 28 MW of capacity to install. Solar 1H 1H Var. % M Revenues % EBITDA >100% EBITDA Margin 10.5% 6.5% 4.0 pp EBIT >100% EBIT Margin 8.7% 4.6% 4.1 pp Net Financial Expenses % Income tax >100% Net Profit >100% Attributable to non-controlling interests >100% Attributable to shareholders >100% Net Debt % Capex % 1 The definition of backlog is different for Solar and Metallic Construction: whilst the Solar backlog definition represents the projects we have until the end of the year, Metallic Construction s backlog represents a rolling year. MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

22 RE Developer RESULTS Operating Revenue increased 32% to 11.3 million euro in the 1 st Half 2010, corresponding to MW of assets in operation. Revenue sources were Germany (3.4 million euro), Brazil (2.1 million euro), Spain (2.2 million euro), Poland (1.1 million euro) and Portugal (2.1 million euro). As we said in the 1 st Quarter results release, it is foreseeable that in the second semester other parks can enter in operation and thus contribute to the total revenues. EBITDA reached 4.7 million euro in the 1 st Half 2010, representing an EBITDA margin of 41.3%, 21.9 p.p. more than in the previous compared period. Despite significant improvements due to a reduction of structural costs and improvement in load factors in the period, the margin continues to be affected by costs of origination and development of projects in the pipeline (costs with due diligence, consulting, business prospection, and others). Poland, Romania and Brazil are the geographies with higher development costs. It should be highlighted that the construction of first 10 MW of the Ventinveste project will start in the second semester. Concerning the project development of the MW in Brazil, it is important to point out that the process progresses as scheduled and expected by Management. The average EBITDA margin of the parks in operation was approximately 80%, which represents an improvement over the year-end average (70%), reflecting a gradual improvement in the margins of the parks that came into operation during As reported in the 1 st Quarter 2010, this business area recognized an impairment loss of 12.8 million euro, following the incorporation of the effects the turmoil in the markets and financial sector have on the future of projects. Thus, projects in the USA (recognition of 4.8 million euro impairment loss) and Poland (recognition of 8.0 million euro impairment loss) were reassessed. Indeed, we believe that the current situation across markets justifies an even more regular and careful analysis on its impacts to the profitability of projects in the pipeline. Total CAPEX during the 1 st Half 2010 reached 9.6 million euro, applied to the development of wind projects in Brazil, Poland, Romania and Portugal. Net Financial Debt amounted to 141 million euro, of which 45.3 million euro from Project Finance, 13.5 million euro from project s leasings and 39.2 million euro with the financial participation in EDP. To this debt we must also add the 45.2 million euro in other debt at the Holding level and assigned to the business area, totalling million euro. Net Income adjusted from non-recurring events was -2.8 million euro. 22 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

23 RE Developer 1H 1H Var. % M Revenues % EBITDA >100% EBITDA Margin 41.3% 19.4% 21.9 pp EBIT % EBIT Margin n.m. n.m. n.m. Net Financial Expenses % Income tax n.m. Net Profit % Attributable to non-controlling interests <-100% Attributable to shareholders % Net Debt % Capex % Note: In 2010 the figures for non-recurring events amount to 12.8 million euro of impairment losses in the USA and Poland, recorded during the 1 st Quarter. MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

24 MACROECONOMIC OVERVIEW The Euro-Zone Economy gathered steam at midyear defying expectations of a fading recovery. Robust growth in Germany, which offset weakness in Greece and other indebted countries in Europe (which include Portugal and Spain), along with positive reports from companies and consumers, gives European officials enough material to boost the sentiment among investors and the IMF International Monetary Fund about the region s prospects. Data from end of June has indicated that the private sector expanded at a faster pace, boosted by an unexpected increase on both the manufacturing and services sectors and implying a strong start to third-quarter gross domestic product growth. According to the European Commission, consumer confidence also picked up. Nevertheless, the recovery still faces considerable hurdles. Fiscal austerity throughout Europe later this year and in 2011 could cause domestic demand to stall. However, economists and analysts are currently more optimistic, some hope that after the results from the European banks Stress tests, market agents will be convinced that the continent s banking sector can withstand losses on government debt and that any support that banks need will be manageable. This should restore some confidence and at the same time the ECB is expected to keep its main lending rate at 1%. OUTLOOK After the close of the 1 st Half 2010, Martifer reinforces the fact that it is committed to the guidance for Revenues and EBITDA margins by business areas, for the period, as announced at the last Investor Day (1), despite the fact that 2010 results may be below the expected 3-year average. Metallic Constructions Based on the level of the order book we believe that 2010 should present one-digit growth in operating revenues and maintain the EBITDA margin. Energy Systems This business area will tend to follow the less favourable sector tendency, with a fall in demand and in the price of equipment. Based on the current order book, Energy Systems is expecting Operating Revenues between million euro. Solar The current order book allows us to sustain a two-digit revenue growth and the maintenance of EBITDA margin. RE Developer During 2010, Martifer Renewables aims to have the projects from the tender in Brazil (217.8 MW) under development and install the first Ventinveste wind project, as well as begin its asset rotation strategy, as announced at the Investor Day. (1) The 2009 Investor Day presentation is available on the Group s website. 24 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

25 SHARE PERFORMANCE Martifer PSI-20 Source: Reuters Martifer s share price ended the 1 st Half 2010 with the price of 1.78, representing a decrease of 46.11% YTD. In the same period the PSI-20, major Euronext Lisbon market index, fell 16.52%. The highest price achieved was 3.82 and the lowest price was The average volume of stock traded during the period was 111,261 shares. During the period under review, global markets in general had a negative performance like, for example, Dow Jones Industrial -5.35%, S&P -6.62% and Nasdaq -5.17%, although markets such as Greece, Spain and Portugal had their performances even more penalized due to the fear of rising deficits and downward review of the countries ratings. As we already mentioned and now reinforce, given the current scenario, small caps stock performances were more affected than the indexes, and Martifer s stock was penalized by this juncture. At the end of the 1 st Half 2010 Martifer s market capitalization amounted to 178 million euro. PURCHASE OF OWN SHARES In accordance with CMVM regulation 5/2008, namely article 11, numbers 1 and 2, Martifer SGPS, SA informs of the purchase of own shares in the stock exchange: Date Market / Transaction Size (shares) Price ( ) 14-May-10 Euronext Lisbon Purchase 20, May-10 Euronext Lisbon Purchase 14, Total: 34,109 own shares Average Price: per share MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

26 Oliveira de Frades, 5 th August 2010 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) Mário Jorge Henriques Couto (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) 26 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

27 STATEMENTS BY THE BOARD OF DIRECTORS In the terms sub-paragraph c) of paragraph 1 of article 246 of the Securities Code (Código de Valores Mobiliários) Dear Shareholders, In accordance with sub-paragraph c) of paragraph 1 of article 246 of the Securities Code (Código de Valores Mobiliários), we hereby declare that, to the best of our knowledge: (i) the consolidated financial statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2010 were compiled according to the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter; (ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the consolidated financial statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months. Oliveira de Frades, 5 th August 2010 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) Mário Jorge Henriques Couto (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) MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

28 STATEMENT BY THE SUPERVISORY BOARD In the terms sub-paragraph c) of paragraph 1 of article 246 of the Securities Code (Código de Valores Mobiliários) Dear Shareholders, In accordance with the law, statutes and our mandate, we hereby declare that, to the best of our knowledge: (i) the consolidated financial statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2010 were compiled according to the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter; (ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the consolidated financial statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months. Oliveira de Frades, 5 th August 2010 Manuel Simões de Carvalho e Silva President of the Supervisory Board Carlos Alberto da Silva e Cunha Member of the Supervisory Board Carlos Alberto de Oliveira e Sousa Member of the Supervisory Board 28 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

29 SHAREHOLDINGS OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES In accordance with article 447 of the Portuguese Companies Code, the following are the securities issued by MARTIFER SGPS, SA and companies dominated by it, held by members of the governing bodies, at 30 June 2010: Holder Governing Body Number of Shares held on 30/06/2010 Carlos Manuel Marques Martins Board of Directors 70,030 Jorge Alberto Marques Martins Board of Directors 131,760 I M SGPS, S.A. * Board of Directors 41,725,485 Luis Filipe Cardoso da Silva *** Board of Directors 2,000 Arnaldo José Nunes da Costa Figueiredo *** Board of Directors 0 MOTA-ENGIL, SGPS, S.A. ** Board of Directors 37,500,000 Mário Jorge Henriques Couto Board of Directors 0 Luís Valadares Tavares Board of Directors 0 Jorge Bento Ribeiro Barbosa Farinha Board of Directors 0 Manuel Simões de Carvalho e Silva Supervisory Board 0 Carlos Alberto da Silva e Cunha Supervisory Board 0 Carlos Alberto de Oliveira e Sousa Supervisory Board 0 Américo Agostinho Martins Pereira Statutory Auditor 0 José Carreto Lages Chairman of the General Meeting 0 * Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins are holders of the share capital of I M SGPS, SA and are, respectively, its Chairman of the Board of Directors and Director. ** Directors Luis Filipe Cardoso da Silva and Arnaldo José Nunes da Costa Figueiredo are Directors of MOTA- ENGIL, SGPS, S.A. *** Directors Luis Filipe Cardoso da Silva and Arnaldo José Nunes da Costa Figueiredo were elected by the Board of Directors on 30 April 2010, after the resignation of the Directors Jorge Paulo Sacadura Almeida Coelho and Eduardo Jorge de Almeida Rocha MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

30 EVENTS DESCRIBED IN ARTICLE 447 OF THE PORTUGUESE COMPANIES CODE Member of the Governing Bodies Shares held on Share transactions during 1 st Half 2010 Average Date Purchase Sale Price ( ) Shares held on Carlos Manuel Marques Martins 70,030 70,030 Jorge Alberto Marques Martins 131, ,760 Luis Filipe Cardoso da Silva 2,000 2,000 Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins, besides the shares held as described above, are sole equal shareholders of I M SGPS, SA, that, on 30 June 2010, held a total of 41,725,485 of shares of Martifer SGPS, SA. The following are the share transactions of I M SGPS, SA during the 1 st Half 2010: Date Purchases Sales Average Price ( ) Date Purchases Sales Average Price ( ) 22-Jan 5, Apr Feb 5, Abr Feb 10, Abr Feb 4, Apr Feb 5, Apr 2, Mar 2, Apr Mar 2, Apr Mar 6, Apr Mar 7, Apr Mar Apr Apr Apr 20, Apr Apr 20, Apr 3, Apr Apr 2, Apr 5, Apr 3, Apr 10, Apr 4, Apr 3, Apr 1, Apr 2, Apr MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010

31 HOLDERS OF QUALIFING SHAREHOLDINGS According to paragraph 1c) of article 9 of CMVM regulation number 5/2008, the following is the list of qualifying shareholders, with an indication of number of shares and percentage of voting rights held. SHAREHOLDERS Number of shares Percentage of share capital Percentage of voting rights I M SGPS, SA 41,725, % % Carlos Manuel Marques Martins * 70, % % Jorge Alberto Marques Martins * 131, % % Attributable to I M SGPS, SA 41,927, % % Mota-Engil SGPS, SA 37,500, % % Luis Filipe Cardoso da Silva ** 2, % % Attributable to FM Sociedade de Controlo, SGPS, SA 37,502, % % * Holder of a position in the Governing Bodies of I M SGPS, SA; ** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA. MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF

32 32 MARTIFER SGPS, S.A. INTERIM MANAGEMENT REPORT AND FINANCIAL INFORMATION 1 ST HALF 2010