ANNUAL 2013 REPORT INDEX P04 01. MANAGEMENT REPORT P06 02.GROUP DEVELOPMENT P08 03.AUDIT REPORT P12 P23 04.MANAGEMENT ACTIVITY 07. BUSINESS ADDRESS AND AFFILIATES P18 05.SOCIAL RESPONSIBILITY P22 06.SOCIAL ORGANS AND DIRECTORS 01. MANAGEMENT REPORT The worldwide GDP for 2013 grew by 3.0% meaning a drop in the rhythm of growth regarding the two previous years. It was a year with two differentiated parts, which could be seen in the ULMA Group activity. The first six months saw growth near to 2.5% and the second semester thanks to the strong impulse from the North American economy the GDP was situated at 3.5%, which has affected the risk perception associated to emerging economies and has been noticed in the markets. The national market is still declining. The market uncertainty and the problems for obtaining credit are delaying investment decision. That, together with the excess of capacity in the majority of sectors is being noticed both in the activity and margins of the internal markets. Therefore, we have had to reaffirm our commitment for the international market in the search for new opportunities for our businesses. A negative aspect we can highlight as conditioning our activity over the year are the strong devaluations occurred in the currencies of emerging economies like Brazil, Poland, etc. Taking into consideration all these circumstances, when we evaluate 2013 we have to say that it has been satisfactory. The ULMA Group reached a sales figure of 680 M Euros in the year, which meant a year-to-year increase of 1%, and that in spite of the negative impact of the turbulence of exchange rates occurred during the second semester in the emerging Iñaki Gabilondo. General Director of the ULMA Group 4 countries where ULMA is operating. The International For the year 2014 the ULMA Group businesses Sales of the ULMA Group increased by 3% to reach maintain their development plans based on 502 Million Euros and already represent 74% of the international expansion, innovation and new total sales of products and services. Undoubtedly, this promotion activities, as well as preparing as best as important effort we have been making over the last possible to take advantage of the opportunities that years to improve our international positioning and in the market will definitely offer. All in all, the ULMA the diversification of risk have served to compensate Group has projected to increase the level of sales and the drop-out of the construction market in Spain, results of the previous year, where international sales which today means less than 5% of the ULMA Group will be more than 80% of the total Group sales. sales figure. The ULMA Group compiled results show a benefit of 8-6 million Euros and consolidates the return of positive results started in 2011. The strong commitment for internationalisation, together with an impulse in competitiveness by means of reducing costs, developing innovation and adapting our products and services to the demands from the clients, have meant an important improvement in the margin of our businesses. At the end of the year, 4,378 persons were employed in ULMA Group , which meant increasing the amount of employment in regard of 2012. The percentage of cooperative members over the total employees in the cooperatives in 2013 was above 84%. And all the above was possible with a substantial improvement in the financial situation of the ULMA Group, which with a DFN/EBITDA ratio of 1.7 is currently in a healthy position to face future challenges. 5 02.GROUP DEVELOPMENT 6 TOTAL SALES INTERNATIONAL SALES MILLIONS OF EUROS TOTAL INTERNATIONAL 2010 613 380 2011 704 476 2012 675 492 2013 680 502 2014 705 560 PREVISION INVESTMENTS CASH FLOW MILLIONS OF EUROS MILLIONS OF EUROS 2010 91 2010 99,0 2011 60 2011 102,5 2012 57,7 2012 100,3 2013 49,5 2013 85,7 2014 40,0 2014 94,4 PREVISION PREVISION PORTFOLIO OF ORDERS AVERAGE HEADCOUNT MILLIONS OF EUROS NO OF PERSONS 2010 131 2010 4.130 2011 106 2011 4.211 2012 117 2012 4.229 2013 135 2013 4.353 2014 152 2014 4.378 PREVISION PREVISION 7 03.AUDIT REPORT 8 9 03. AUDIT REPORT GRUPO COOPERATIVO ULMA COMPILED BALANCE SHEETS AT 31 DECEMBER 2013 AND 2012 (Expressed in thousands of Euros) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails) ASSETS 2013 2012 Property, plant and equipment 375,881 399,816 Goodwill 24,200 26,861 Other intangible assets 8,713 9,544 Investment property 6,456 6,513 Non-current financial assets 33,873 34,683 Derivative financial instruments 1,406 2,361 Deferred tax assets 27,703 27,423 TOTAL NON-CURRENT ASSETS 478,232 507,201 Unpaid calls on members’ contributions 448 431 Inventories 114,243 118,341 Derivative financial instruments 1,212 299 Trade and other receivables 219,945 215,223 Other current financial assets 8,649 13,367 Cash and cash equivalents 32,641 39,593 TOTAL CURRENT ASSETS 377,138 387,254 TOTAL ASSETS 855,370 894,455 10 GRUPO COOPERATIVO ULMA COMPILED BALANCE SHEETS AT 31 DECEMBER 2013 AND 2012 (Expressed in thousands of Euros) (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails) EQUITY 2013 2012 Members’ contributions 157,622 151,844 Subordinated financial contributions 24,601 23,857 Reserves 172,136 167,258 Other comprehensive income (14,721) (4,095) Retained earnings 6,282 14,276 Equity attributed to equity holders of the Parent 345,920 353,140 Non-controlling interests 24,769 24,059 TOTAL EQUITY 370,689 377,199 LIABILITIES 2013 2012 Financial liabilities - members 6,283 9,239 Bonds, loans and other interest-bearing liabilities 180,072 233,948 Associates 1,526 - Derivative financial instruments 4,240 7,001 Government grants 7,332 7,979 Provisions 8,271 6,529 Deferred tax liabilities 13,704 10,706 TOTAL NON-CURRENT LIABILITIES 221,428 275,402 Financial liabilities - members 8,537 9,673 Loans and other interest-bearing liabilities 95,059 80,143 Associates 2,810 1,145 Trade and other payables 144,762 141,814 Derivative financial instruments 1,834 1,059 Current tax liabilities 2,363 2,265 Provisions 7,888 5,755 TOTAL CURRENT LIABILITIES 263,253 241,854 TOTAL LIABILITIES 484,681 517,256 TOTAL EQUITY AND LIABILITIES 855,370 894,455 11 04.MANAGEMENT ACTIVITY 12 TECHNOLOGY INNOVATION AND DEVELOPMENT ULMA CONSTRUCTION – 3 new patents requested over a total of 32. – Progress in the development of multiple development ULMA AGRÍCOLA and analysis projects that will see the light in 2014. – Development of the G12 model that allows better use of the useful space of the installation with an open space of up to 64 square meters free of pillars. ULMA CONVEYOR COMPONENTS – Launching of the Micro and High Tunnel range for – Innovation –Working on 2 live projects- Monitoring of domestic and African markets respectively. Conveyor Belt Components and Development of New Materials, now at the stage of prototypes. – MDC Product – Improvement of the characteristics and ULMA ARCHITECTURAL SOLUTIONS measure of the rubbers. – R&D Surface finishes for facade panels, in order increase – HDC Product – HDA Sealing, tested in Mina and the durability of colours (Shield Plus). development of the Low Sonority Roller. – Progress in development of the calculation tool Hydraulic – UH Product – Improvement in the quality of zinc plated Optimal Drain. finish. – Design for tools for the saw mechanisation process in Canigo. ULMA HANDLING SYSTEMS ULMA FORKLIFT TRUCKS – Robot Ik Pal: product consolidation and European patent – Entrance as participators, together with Technological granted, In international processes (PCT). Centres, Universities, and companies from EU countries – Light-Weight Conveyor Flow System (Light-weight in the T REX project. This project pretends the transport improvements): Pop Up, Continuous elevators, economic improvement of industrial assets by means of Integration of 10,000 c/h Sorter, High cadence piling maintenance, and production actions, and the extension (and un-piling) systems, Traying/De-traying. of the useful life of the same. Our participation is – New Monitoring and Control tool. centred on the management of the fleet of forklift – Viability study of a stacking crane for large and heavy trucks in our clients and in the lengthening of the life of loads. industrial batteries. – First bases for a common core of the SGA product. 13 04. MANAGEMENT ACTIVITY ULMA PACKAGING INTERNATIONALIZATION – Different software utilities. CFR21 for the health sector. Purifying and high speed machine applications for the bakery sector with Rockwell equipment with ladder in ULMA AGRÍCOLA Rockwell for the USA market. – Reference projects in Mexico, Italy, France, Kenya and – First phase of work in the interface with HMI 2.0 type Turkey. machine that facilitates the programming screens. – Important globalisation of purchasing with new – Progress in our own viewing system. European and Asian suppliers. – Prototype of TSA 680 thermal sealing machine. – Participation in several of the main international trade Applications: fairs like, Growtech (Turkey), Agroalimentaria in Irapuato - Lateral welding. (Mexico). -Medium Shelf Life, lengthening of product life cheese and meat products in the package. ULMA ARCHITECTURAL SOLUTIONS – Incorporation of 4 Commercial delegates and one ULMA PIPING Administrative Technician to the Brazilian Affiliate. – Development of mechanical/structural calculations with – Signing of an agreement with a French company for Ikerlan. market management. – Proposal to open a metallurgical collaboration – Define the Marketing Plan for the Building Renovation project with companies of the sector (Tubacex, Tubos segment. Reunidos…). – Updating the communication supports in languages – Development of diverse forged products to extend and improving the positioning of the Web-site.