Interim / Quarterly Report • Sep 27, 2024
Interim / Quarterly Report
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Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 42.359.577 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477
• Continued Operations Turnover of 209,4 million Euros Increase of 8,7% over 1H of 2023
Following the sale of the Burger King operation in Portugal and Spain at the end of November 2022, the activity of Burger King restaurants is reported as "Discontinued Operations" with regards to financial information reporting until the completion of the sale of a restaurant which is expected to occur at the beginning of 2025, after 8 units have been sold during this year.
The restraint of consumption by families resulted in weak growth in the restaurant sector. This context was mitigated by the opening of new restaurants and the better performance of the Delivery channel through aggregators, resulting in a growth in business volume of around 9%.
The turnover of "Continued Operations" reached 209.4 million euros in the first 6 months of the year, exceeding the 192.7 million euros in the same period last year.
| Turnover (euro million) | 6M 2024 | 6M 2023 | Var. 24/23 |
|---|---|---|---|
| Sales of Restaurants | 203,8 | 189,6 | 7.5% |
| Sales of Merchandise | 5.0 | 6.5 | -23.4% |
| Services Rendered | 1.7 | 1.9 | -11,2% |
| Turnover | 210,5 | 198.0 | 6.3% |
| Discontinued Operations | -1,1 | -5.4 | -79.2% |
| Continued Operations Turnover | 209,4 | 192.7 | 8.7% |
Excluding the value of merchandise sales to Burger King at the beginning of 2023, the variation in merchandise sales would be 12%.
The Like for like growth in restaurant sales was around 3%. The growth in passenger traffic contributed significantly to this performance, which benefited restaurants located in airport concessions, something that made it possible to minimize the impact of stagnant consumption in the market.
| SALES IN RESTAURANTS (euro million) |
6M 2024 Continued Operations |
6M 2023 Continued Operations |
Var. 24/23 Continued Operations |
|---|---|---|---|
| Restaurants | |||
| 48.9 | 48.8 | 0.2% | |
| Counters | 74.2 | 68.1 | 9.0% |
| Concessions&Catering | 79.6 | 67.4 | 18.1% |
| Total Sales | 202.7 | 184.2 | 10.0% |
The "Restaurants" segment with table service shows growth of just 0.2% compared to the same period last year. In a period of stagnation in restaurant consumption, these units - with higher average tickets - tend to be more penalized.
The "Counters" segment has grown by 9.0% compared to the same period last year, but this is largely explained by the contribution of expansion, namely from the KFC and Taco Bell brands, which occurred at the end of 2023 and this year.
The "Concessions and Catering" segment presents a sharp growth of 18%, explained in part by the increase in traffic at Airports (around 12% in the 7 Airports in Spain where the group operates concession restaurants) and the increase in the number of restaurants from the openings that took place in 2023 and early 2024, particularly those concessioned at airports in Spain. It should be noted that some restaurants are still operating in temporary formats, especially at Madrid Airport, and are not reaching their full sales potential until they are converted into a permanent format. If this had occurred, we estimate a sales increase of around 6 million euros.
During the 2nd quarter, the following changes were recorded in the number of restaurants:
2 openings in Portugal, a KFC and a new space at Madeira Airport;
7 openings in Spain: at Tenerife Airport a restaurant (Pret A Manger), at Malaga Airport a restaurant (Santamaria) and at Lanzarote Airport the conversion of two temporary restaurants into permanent ones (Café Pans and Pret A Manger). Furthermore, the opening of two more Pans and one Ribs restaurants.
At the end of the 2nd quarter, the total number of units was 497 (441 owned and 56 franchised), as explained below:
| Nº of Restaurants | 31.12.2023 | Openings Q1 Openings Q2 | Disposals 2024 |
Closures 2024 |
31.03.2024 | |
|---|---|---|---|---|---|---|
| PORTUGAL | 314 | 2 | 2 | 15 | 2 | 301 |
| Equity Restaurants | 313 | 2 | 2 | 15 | 2 | 300 |
| Pizza Hut | 108 | 108 | ||||
| Pans | 41 | 41 | ||||
| Burger King | 9 | 8 | 1 | |||
| KFC | દર્ | 1 | ୧୧ | |||
| Quiosques | 8 | 8 | ||||
| Taco Bell | 21 | 2 | 23 | |||
| Cafetarias | 25 | 5 | 20 | |||
| Catering | 9 | 9 | ||||
| Concessões | 23 | 1 | 2 | 1 | 21 | |
| Outros (MIIT + Ribs + Pasta Caffé) | 4 | 1 | 3 | |||
| Franchise Restaurants | 1 | 1 | ||||
| SPAIN | 177 | 4 | 7 | 0 | 4 | 184 |
| Equity Restaurants | 120 | 4 | 7 | 0 | 1 | 130 |
| Pizza Móvil | 12 | 12 | ||||
| Pizza Hut | 3 | 3 | ||||
| Pans | 30 | 1 | 2 | 33 | ||
| Ribs | 12 | 1 | 13 | |||
| FrescCo | 1 | 1 | ||||
| KFC | 6 | 6 | ||||
| Concessions - Total | રેદ | 3 | 4 | 1 | 62 | |
| Concessions - Other Brands | 54 | 1 | 2 | 1 | 56 | |
| Concessions - Pret A Manger | 2 | 2 | 4 | |||
| Concessions - KFC | 0 | 1 | 1 | |||
| Concessions - Pizza Hut | 0 | 1 | 1 | |||
| Franchise Restaurants | 57 | 0 | 0 | 0 | 3 | 54 |
| Pizza Móvil | 4 | 4 | ||||
| Pans | 34 | 3 | 31 | |||
| Ribs | 14 | 14 | ||||
| FrescCo | 2 | 2 | ||||
| SantaMaria | 3 | 3 | ||||
| ANGOLA | 10 | 1 | 0 | 0 | 0 | 11 |
| KFC | 9 | 1 | 10 | |||
| Pizza Hut | 1 | 1 | ||||
| Other Locations - Franchise | 1 | 0 | 0 | 0 | 0 | 1 |
| Pans | 1 | 1 | ||||
| Total Equity Restaurants | 443 | 7 | 9 | 15 | 3 | 441 |
| Total Franchise Restaurants | ਦਰੇ | 0 | 0 | 0 | 3 | રેદ |
| TOTAL | 502 | 7 | 9 | 15 | 6 | 497 |
Despite the 8.7% growth in turnover in this first half of the year, operating income fell from 7.9 million euros in the first half of 2023 to 6.2 million euros in the same period of 2024. This reduction is explained, to a large extent, due to the impact of new concession contracts at Spanish Airports operating in provisional formats until the conversion process is completed.
| (million euros) | 1Q 2024 | 2Q 2024 | 1H 2024 | 1H 2023 | var. 24 vs 23 |
||||
|---|---|---|---|---|---|---|---|---|---|
| Turnover | 98,2 | 111,1 | 209,4 | 192,7 | 8,7% | ||||
| Cost of sales | 23.4 | 23.9% | 26.4 | 23.8% | 49.9 | 23,8% | 46.9 | 24,3% | 6,4% |
| gross margin % | 76,1% | 76,2% | 76,2% | 75,7% | 0,5 p.p. | ||||
| External supplies and services | 25,6 | 26,1% | 30,1 | 27,1% | 55.7 | 26,6% | 57,5 | 29,9% | -3,1% |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
16.3 | 16.6% | 17.0 | 15,3% | 33,3 | 15,9% | 22,3 | 11.6% | 49,4% |
| Other income/operating costs | -0,8 | -0,8% | -1,9 | -1,7% | -2,7 | -1,3% | -2,0 | -1,1% | 31,0% |
| Total de custos operacionais | 97,2 | 98,9% | 106,0 | 95,4% | 203,2 | 97.1% | 184,7 | 95,9% | 10,0% |
| Operating Income | 1,0 | 1,1% | 5,1 | 4,6% | 6,2 | 2,9% | 7,9 | 4,1% | -22,1% |
| margin | 1,1% | 4,6% | 2,9% | 4,1% | -1.2 p.p. | ||||
| Ebitda | 17,4 | 17.7% | 22,1 | 19.9% | 39,5 | 18,9% | 30,2 | 15,7% | 30.7% |
| margin | 17,7% | 19,9% | 18,9% | 15,7% | +3,2 p.p. |
Gross margin of 76.2% of turnover remained stable during the semester, being 0.5 p.p. higher than in the same period of 2023.
Personnel costs reached 32% in the first half of 2024, above the 31.2% in the same period last year. This variation is justified by the start of operations with provisional formats in new concessions, thus having lower-than-normal productivity, and by the pressure to increase wages, reinforced by the increase in the Portuguese minimum wage of 7.9%.
Costs with "External Supplies and Services" fell by 3.1% to represent 26.6% of turnover, which reduces the weight of this item by 3.2 p.p. compared to the same period in 2023. This reduction is explained largely due to the application of IFRS16 standards to the concession contracts of Alicante, Málaga and Gran Canaria, which reached 2019 passenger traffic, and were not considered for the purposes of applying the standard in 2023, with the respective rents representing 3.4 % of turnover in the 1st half of 2023.
Amortizations, depreciation, impairment losses of TFA, right of use and Goodwill in the first half of the year totalled 33.3 million euros, which correspond to an increase of 11 million euros when compared to the same period of 2023. Amortizations of rights of use correspond to 23.3 million euros and increased by 9.8 million euros compared to the same period in 2023.
EBITDA in the first half of 2024 amounted to 39.5 million euros, representing an increase of 31% compared to the same period in 2023, translated into an increase in the EBITDA margin to 18.9% of turnover compared to 15.7 % in the same period of 2023.
However, eliminating the impact of IFRS16 on EBITDA, the EBITDA margin without IFRS16 would be 7.2% in the first half of 2024, which translates into a reduction of 1 p.p. compared to the same period in 2023.
| (million euros) | 1H 2024 | 1H 2023 | var 24 vs 23 |
1H 2024 w/o IFRS16 |
1H 2023 w/o IFRS16 |
var. wlo IFRS16 24 vs 23 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Turnover | 209,4 | 192.7 | 8,7% | 209,4 | 192,7 | 8,7% | |||||
| External supplies and services | 55.7 | 26,6% | 57.5 | 29,9% | -3.1% | 80.1 | 38,3% | 71.9 | 37,3% | 11.4% | |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
33.3 | 15.9% | 22.3 | 11.6% | 49.4% | 10.9 | 5.2% | 9.4 | 4.9% | 16.0% | |
| Ebitda | 39.5 | 18,9% | 30.2 | 15,7% | 30,7% | 15.1 | 7,2% | 15.8 | 8,2% | -4,8% | |
| margin | 18.9% | 15,7% | +3,2 p.p. | 7.2% | 8.2% | -1 p.p. |
This degradation of the margin is explained, to a large extent, by the impact of the start of operations in the new concessions and the increase in personnel costs.
The Financial Result in the first six months of the year was negative by 4.5 million euros, 0.5 million euros higher than that recorded in the same period of 2023, due to the effect of the increase of interest on financial leases and partially offset by the growth in income associated with financial applications.
| (million euros) | 1H 2024 | 1H 2023 | var. 24 vs 23 |
|||
|---|---|---|---|---|---|---|
| Financial Results | -4.5 | -2.1% | -4.0 | -2.1% | 12.5% | |
| Financial expenses and losses | -7.7 | -3.7% | -6.5 | -3.4% | 19,3% | |
| Financial income and gains Gains (losses) in associated and joint controlled sub. - Equity method |
3.2 0.1 |
1,5% 0.0% |
2.5 0.1 |
1.3% 0.0% |
28,8% 69.6% |
Financial expenses and losses totalled 7.7 million euros, which corresponds to an increase of 1.2 million euros compared to the first half of 2023. A large part of these expenses and losses correspond to interest on leases worth 7.0 million (4.0 million in the first half of 2023).
Financial income and gains increased by 0.7 million euros due to the investment of financial resources remunerated at an average rate of 3.75%.
The net profit from continuing operations was 1.8 million euros, lower than the same period in 2023 by 1.4 million euros. The main contributions to this variation are summarized as follows:
| Variation 6M 2024 vs. 6M 2023 (million euros) |
|||
|---|---|---|---|
| + | Ebitda | ਰੇ.3 | |
| - Amortisations of Rights of Use | 9,8 | ||
| - Amortisation, dep. impairment losses of TFA, Goodwill and IA | 1.2 | ||
| Interest on Leases | 3.0 | ||
| - Other Financial Losses | -1.7 | ||
| + | Financial Income | 0.7 | |
| Income Tax | -0.9 | ||
| Net Profit | -1.4 |
Consolidated net profit amounted to 4.8 million euros (3.7 million euros in the first half of 2023) and includes a profit from discontinued operations of 3.0 million euros corresponding to the capital gain on the sale of 8 Burger King restaurants in the amount of 2.9 million euros and 100 thousand euros of net profit generated until the moment of exit.
Consolidated Assets reached 682 million euros and Equity stood at 336 million euros, representing around 50% of total Assets.
Investment in the first half of the year amounted to 11.9 million euros, of which 8.3 million euros went to the opening of new restaurants and the conversion of restaurants at airports in Spain and 2.2 million euros to the remodelling and modernization of 10 restaurants.
Current Liabilities amount to 138.4 million euros, of which 45.2 million correspond to Lease Liabilities and 11.1 million euros to Current Loans. The Group has 28.7 million euros in commercial paper and unused contracted credit lines.
Consolidated Liabilities reached an amount of 345.3 million euros on June 30, 2024, which represents a reduction of 10 million euros compared to the final value of 2023.
As of June 30, 2024, Equity amounted to 336.2 million euros, 18.7 million euros lower than the value recorded at the end of 2023, due to the group having distributed dividends of 20.8 million euros.
| Consolidated Financial Position (million euros) |
31/06/2024 | 31/12/2023 | Var. |
|---|---|---|---|
| Total Assets | 681,5 | 712,4 | -30,9 |
| Total Equity | 336,2 | 354,9 | -18,7 |
| Loans | 20,7 | 28,5 | -7,7 |
| Liability for leases | 237,7 | 229,0 | 8,7 |
| Other liabilities | 86,9 | 100,0 | -13.1 |
| Total Equity and Liabilities | 681,5 | 712,4 | -30,9 |
At the end of the first half of the year, net debt (including lease liabilities) amounted to 104.3 million euros, which represents an increase of 37 million euros compared to the amount outstanding at the end of 2023 (67.3 million euros), of which 237.7 million correspond to liabilities for leases.
| (million euros) | 30/06/2024 | 31/12/2023 | var. | var. |
|---|---|---|---|---|
| Total loans | 20,7 | 28,5 | -7.7 | |
| Cash and bank deposits | -153,1 | -188,5 | -35.5 | |
| Other current and non-current liabilities | -1.1 | -1.6 | -0.5 | |
| Net Bank Debt | -133,4 | -161,7 | -28,3 | |
| Liability for leases | 237,7 | 229.0 | 8.7 | 81.7 |
| Net Debt | 104,3 | 67,3 | 37.0 | 37,0 |
| Equity | 336,2 | 354.9 | -18.7 | -18.7 |
| Gearing (Net Debt/Net Debt + Equity) | 24% | 16% |
During the first six months of the year, under the buyback program approved by shareholders in 2023 and a new program approved at the last General Meeting, the group acquired 421,015 shares at an average price of 6.91 euros, now holding 898,505 shares at an average price of 6.85 euros and representing 2.12% of the share capital.
On July 5, 2024, the registration of the reduction of share capital due to the extinction of 844,759 own shares was presented.
Recent forecasts from the Banks of Portugal and Spain for 2024 point to GDP growth of 2% and 2.8% respectively, with a slowdown in inflation compared to the last two years and a moderate reduction in interest rates until the end of the year.
The continuation of conflicts in the Middle East and Ukraine compromises the security climate in Europe and could worsen the level of consumer confidence. However, given the most recent indicators, namely traffic recorded at airports, the markets most exposed to tourism in southern Europe will continue to show greater resilience, which will help to minimize the natural slowdown in consumption.
The year 2024 will also be marked by the conversion of new concession restaurants at the airports of Lanzarote, Madrid, Tenerife and Málaga, which will continue to put pressure on profitability until the conversion of all restaurants into definitive formats and concepts is completed, something that is expected to happen by the end of the year.
In terms of expansion of our operations, we will continue with the expansion plans for the Pizza Hut, KFC, Taco Bell and Pret A Manger brands. The first Pret A Manger restaurant in Portugal is expected to open during the 4th quarter.
The acquisition of the remaining 60% of the share capital of the company Medfood was completed on July 23rd for 13.5 million euros, which corresponds to an asset appreciation of 27.8 million euros. The company currently operates 34 restaurants and registered the following on 06/30/2024:
Furthermore, we inform that EBITDA and Net Profit were 4.2 million euros and 0.8 million euros in the 2023 financial year, respectively.
Until the end of the year, the PPA exercise will be carried out with the calculation of the fair values of the assets, liabilities and contingent liabilities acquired, meaning that at this date it is not yet possible to disclose the final price allocation and goodwill resulting from the transaction.
Porto, September 26th 2024
António Alberto Guerra Leal Teixeira
António Carlos Vaz Pinto de Sousa
_____________________________________ Maria do Carmo Guedes Antunes de Oliveira
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Juan Carlos Vázquez-Dodero de Bonifaz
Maria Deolinda Fidalgo do Couto
In compliance with paragraph c) of section 1 of Article 246 of the Securities Market Code each member of the board identified below declares that to the best of their knowledge:
(i) the consolidated financial statements of Ibersol SGPS SA, referring to the first semester of 2024 were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, SA and the companies included in consolidation perimeter;
(ii) the interim management report includes a fair review of the important events that have occurred in the period, the evolution of business performance and the position of all the companies included in consolidation.
António Alberto Guerra Leal Teixeira Chairman of the Boards of Director António Carlos Vaz Pinto Sousa Member of the Board of Directors Maria do Carmo Guedes Antunes de Oliveira Member of the Board of Directors Juan Carlos Vázquez-Dodero Member of the Board of Directors Maria Deolinda Fidalgo do Couto Member of the Board of Directors
In compliance with article 9 nº1 paragraph c) of the CMVM Regulation nº 05/2008, we indicate the holders of qualifying holdings known on 30 June 2024:
| Shareholders | nº shares | % share capital | |
|---|---|---|---|
| ATPS - SGPS, S.A. (*) | |||
| Directly | 21 452 754 | 50,64% | |
| António Alberto Guerra Leal Teixeira | 3 314 | 0,01% | |
| António Carlos Vaz Pinto Sousa | 3 314 | 0,01% | |
| Total attributable | 21 459 382 | 50,66% | |
| FERGIE - Serviços e Gestão, SA | |||
| Total attributable | 4 551 450 | 10,74% | |
| Magallanes Value Investors SGIIC | |||
| Total attributable | 2 272 700 | 5,37% | |
| Bestinver Gestion SGIIC | |||
| Total attributable | 2 932 675 | 6,92% | |
| FMR LLC | |||
| Total attributable | 1 529 492 | 3,61% | |
| Cobas Asset Management SGIIC | |||
| Total attributable | 1 117 016 | 2,64% | |
(*) The voting rights attributable to the ATPS are also attributable to António Pinto Sousa and Alberto Teixeira under subparagraph b) of paragraph 1 of Article 20 and Article 21 paragraph 1, both of the Securities Code, by virtue of the latter are holding the domain of that company, in which participate indirectly in equal parts by, respectively, of CALUM – SERVIÇOS E GESTÃO, SA. with the NIPC 513799486 and DUNBAR – SERVIÇOS E GESTÃO, SA with the NIPC 513799257, which together hold the majority of the capital of ATPS.
Complying with article 9 nº1 of the CMVM Regulation nº 05/2008, we inform the transactions and the number of stocks issued by the company or companies in a controlling relationship held by the members of the Board for the 1st semester:
| Board of Directors | Date | Acquisictions/Increase: | Date | Sales | Balance at | ||
|---|---|---|---|---|---|---|---|
| shares | avg price | shares avg price | 30.06.2024 | ||||
| António Alberto Guerra Leal Teixeira | |||||||
| DUNBAR- SERVIÇOS E GESTÃO SA (1) Ibersol SGPS, SA |
5 100 3 314 |
||||||
| António Carlos Vaz Pinto Sousa | |||||||
| CALUM- SERVIÇOS E GESTÃO SA (2) Ibersol SGPS, SA |
9 996 3 314 |
||||||
| Maria Deolinda Fidalgo Couto | |||||||
| Ibersol SGPS, SA | 6 831 | ||||||
| (1) DUNBAR- SERVIÇOS E GESTÃO SA | |||||||
| ATPS- S.G.P.S., SA (3) |
2 840 | ||||||
| (2) CALUM- SERVIÇOS E GESTÃO SA | |||||||
| ATPS- S.G.P.S., SA (3) |
2 840 | ||||||
| (3) ATPS- S.G.P.S ., SA | |||||||
| Ibersol SGPS, SA | 21 452 754 |
No transactions were reported by persons discharging managerial responsibilities and people closely connected with them during the first half of 2024.
| Turnover | Sales + Services Rendered |
|---|---|
| Sales | Sales of Restaurants + Sales of Merchandise |
| Sales of Restaurants | Sales of directly operated restaurants |
| Sales of Merchandise | Sales of goods to third parties and franchisees |
| Gross Margin | Turnover - Cost of Sales |
| EBIT Margin | EBIT / Turnover |
| EBITDA Margin | EBITDA / Turnover |
| EBIT (Earnings before Interest and Taxes) | Operational Results for continuing operations |
| EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) |
Operating results for continuing operations less amortization, depreciation and impairment losses of tangible fixed assets, Rights of Use, Goodwill and Intangible Assets |
| EBITDA without IFRS16 | EBITDA excluding the application of IFRS16 to lease contracts |
| Capex | Tangible and intangible assets additions |
| Financial Result | Financial income and gains + Gains (losses) in associated and joint controlled sub. - Financial Expenses and Losses |
| Net Financing Costs | Interest + commissions |
| Interest Coverage | EBITDA / Financing Costs |
| Net Bank Debt | Bonds + bank loans + other loans + financial leases - cash, bank deposits, other non current financial assets and other current financial assets |
| Net Debt | Net Bank Debt + Liability for Leases |
| Gearing | Net Debt / (Net debt + Equity Capital) |
| Financial Autonomy ratio | Equity/Total Assets |
| Condensed Statement of Interim Consolidated Income and Other Comprehensive Income15 | ||
|---|---|---|
| Condensed Statement of Interim Consolidated Financial Position16 | ||
| Condensed Statement of Interim Consolidated Cash Flows16 | ||
| Condensed Statement of Interim Consolidated Changes in Equity 18 | ||
| Notes to the condensed consolidated interim financial statements 19 | ||
| 1. | Presentation and Structure of the Group 19 | |
| 1.1. | Ibersol Group Subsidiaries20 | |
| 1.2. | Ibersol Group's joint ventures and associates 21 | |
| 1.3. | Changes in the consolidation perimeter 21 | |
| 2. | Basis of preparation of the financial information21 | |
| 2.1. | Bases of presentation21 | |
| 2.1.1. | Approval of the financial statements 21 | |
| 2.1.2. | Accounting standards 21 | |
| 2.1.3. | Measurement basis22 | |
| 2.1.4. | Comparability22 | |
| 2.1.5. | Presentation currency and transactions in foreign currency22 | |
| 2.2. | New standards, amendment and interpretation 22 | |
| 3. | Operational Risk Management26 | |
| 3.1. | Risks of the global context 26 | |
| 3.2. | Risks of development and franchise agreements26 | |
| 3.3. | Quality and food safety risks 27 | |
| 3.4. | Price Risk 27 | |
| 3.5. | Environmental risks 27 | |
| 4. | Operational Performance 28 | |
| 4.1. | Revenue28 | |
| 4.2. | Segment reporting 28 | |
| 4.3. | Operating income and expenses 29 | |
| 4.3.1. | Other operating income/(expenses) 30 | |
| 5. | Working Capital 30 | |
| 5.1. | Accounts receivable 30 | |
| 5.1.1. | Other accounts receivable31 | |
| 5.1.2. | Other debtors31 | |
| 5.2. | Accounts payable 32 | |
| 5.2.1. | Suppliers 32 |
| 5.2.2. | Accrued expenses33 | |
|---|---|---|
| 6. | Investments 33 | |
| 6.1. | Goodwill33 | |
| 6.2. | Intangible assets34 | |
| 6.3. | Property, plant and equipment35 | |
| 6.4. | Right of use assets 36 | |
| 6.5. | Depreciation, amortization and impairment losses on non-financial assets 37 | |
| 6.6. | Discontinued operations and non-current assets held for sale38 | |
| 6.7. | Investment Property39 | |
| 7. | Financing 40 | |
| 7.1. | Equity40 | |
| 7.1.1. | Share capital40 | |
| 7.1.2. | Own shares40 | |
| 7.1.3. | Dividends41 | |
| 7.1.4. | Earnings per share 41 | |
| 7.2. | Bank Debt41 | |
| 7.3. | Lease liabilities42 | |
| 7.4. | Treasury bonds43 | |
| 7.5. | Cash and bank deposits 43 | |
| 7.6. | Financial activity result 44 | |
| 8. | Income tax 44 | |
| 8.1. | Current income tax 44 | |
| 8.1.1. | Current tax recognized in the income statements44 | |
| 8.1.2. | Current tax recognized in the statement of financial position 44 | |
| 8.2. | Deferred taxes45 | |
| 8.2.1. | Deferred tax assets 45 | |
| 8.2.2. | Deferred tax liabilities 45 | |
| 9. | Other Provisions and Contingencies 46 | |
| 9.1. | Other provisions46 | |
| 9.2. | Contingent assets and liabilities46 | |
| 9.3. | Guarantees 47 | |
| 10. | Transactions with related parties 47 | |
| 11. | Subsequent Events 48 |
For the six-months periods ending 30 June 2024 and 2023
| For the six months period ended 30 June |
|||||
|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||
| Sales | 4.1. | 207 671 060 | 190 755 739 | ||
| Rendered services | 4.1. | 1 701 867 | 1 915 591 | ||
| Cost of sales | -49 883 853 | -46 862 005 | |||
| External supplies and services | -55 724 529 | -57 528 461 | |||
| Payrolll costs | -66 951 884 | -60 105 741 | |||
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
6.5. | -33 309 023 | -22 288 530 | ||
| Other operating gains (losses) | 4.3. | 2 672 092 | 2 039 432 | ||
| Operating Income | 6 175 730 | 7 926 025 | |||
| Financial expenses and losses | 7.6. | -7 736 093 | -6 486 958 | ||
| Financial income and gains | 7.6. | 3 183 880 | 2 471 948 | ||
| Gains (losses) in associated and joint controlled sub. - Equity method | 99 967 | 58 943 | |||
| Profit before tax from continuing operations | 1 723 484 | 3 969 958 | |||
| Income tax | 8.1.1. | 61 568 | -821 107 | ||
| Net profit from continuing operations | 1 785 052 | 3 148 851 | |||
| Discontinued operation | |||||
| Profit (loss) from discontinued operations, net of tax | 6.6. | 3 030 078 | 579 905 | ||
| TOTAL COMPREHENSIVE INCOME | 4 815 130 | 3 728 756 | |||
| Another integral result Net exchange differences |
105 390 | -4 213 867 | |||
| CONSOLIDATED COMPREHENSIVE INCOME | 4 920 520 | -485 111 | |||
| Consolidated net profit attributable to: | |||||
| Shareholders of parent company | |||||
| Continued operations | 1 783 401 | 3 184 936 | |||
| Discontinued operations | 3 030 078 | 579 905 | |||
| Non-controlling interests | |||||
| Continuing operations | 1 651 | -36 085 | |||
| Discontinued Operations | 0 | 0 | |||
| 4 815 130 | 3 728 756 | ||||
| Consolidated comprehensive income attributable to: | |||||
| Shareholders of parent company | |||||
| Continued operations | 1 888 791 | -1 028 931 | |||
| Discontinued operations | 3 030 078 | 579 905 | |||
| Non-controlling interests | |||||
| Continuing operations | 1 651 | -36 085 | |||
| Discontinued Operations | 0 4 920 520 |
0 -485 111 |
|||
| 7.1.4. | |||||
| Earnings per share: Basic |
|||||
| Continuing Operations | 0,04 | 0,08 | |||
| Discontinued Operations | 0,07 | 0,01 | |||
| Diluted | |||||
| Continued operations | 0,04 | 0,08 | |||
| Discontinued Operations | 0,07 | 0,01 | |||
Porto, 26th September 2024 The Board of Directors,
At 30 June 2024 and 31 December 2023
| ASSETS | Notes | 30/06/2024 | 31/12/2023 |
|---|---|---|---|
| Non-current | |||
| Goodwill | 6.1. | 54 391 775 | 54 391 775 |
| Intangible Assets | 6.2. | 26 819 481 | 26 504 932 |
| Property, plant and equipment | 6.3. | 131 826 653 | 130 710 349 |
| Assets under rights of use | 6.4. | 221 751 275 | 218 816 592 |
| Investment property | 6.7. | 12 689 468 | 12 839 749 |
| Investments in Associates and Joint Ventures | 1.2. | 6 408 965 | 6 323 998 |
| Debt instruments at amortised cost | 7.4. | 375 720 | 585 250 |
| Non-current Receivables | 5.1. | 9 558 361 | 9 149 041 |
| Deferred Tax Assets | 8.2.1. | 12 236 647 | 12 236 647 |
| Total non-current assets | 476 058 345 | 471 558 333 | |
| Current Assets | |||
| Inventories | 12 360 278 | 13 185 289 | |
| Income tax recoverable | 8.1.2. | 4 445 302 | 3 550 462 |
| Debt instruments at amortised cost | 7.4. | 679 297 | 995 489 |
| Current receivables | 5.1. | 34 045 713 | 28 678 238 |
| Cash and bank deposits | 7.5. | 153 053 085 | 188 538 842 |
| Total current assets | 204 583 675 | 234 948 320 | |
| Group of assets classified as held for sale | 6.6. | 846 898 | 5 876 692 |
| Total Assets | 681 488 918 | 712 383 344 | |
| EQUITY | |||
| Share capital | |||
| Share capital | 7.1.1. | 42 359 577 | 42 359 577 |
| Own shares | 7.1.2. | -6 153 044 | -3 244 008 |
| Share premium | 29 900 789 | 29 900 789 | |
| Currency translation reserve | -21 389 283 | -21 494 673 | |
| Legal reserve | 6 091 350 | 4 236 428 | |
| Retained earnings and other reserves | 280 524 398 | 287 597 084 | |
| Net profit for the year | 4 813 479 | 15 537 446 | |
| Equity attributable to shareholders of Ibersol | 336 147 266 | 354 892 643 | |
| Non-controlling Interests | 33 097 | 31 446 | |
| Total Equity | 336 180 363 | 354 924 089 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 7.2. | 9 681 909 | 12 663 527 |
| Lease liabilities | 7.3. | 192 439 311 | 188 846 002 |
| Deferred tax liabilities | 8.2.2. | 2 546 827 | 2 769 902 |
| Other provisions | 9.1. 5.2. |
2 011 507 3 704 |
2 542 118 3 704 |
| Non-current payables Total non-current liabilities |
206 683 258 | 206 825 253 | |
| Current Liabilities | |||
| Borrowings | 7.2. | 11 066 071 | 15 790 517 |
| Lease liabilities | 7.3. | 45 241 649 | 40 161 966 |
| Current payables | 5.2. | 81 884 824 | 92 691 914 |
| Income tax payable | 8.1.2. | 232 489 | 156 520 |
| Total current liabilities | 138 425 033 | 148 800 917 | |
| Liabilities directly associated with the group of assets classified as held for sale | 6.6. | 200 264 | 1 833 086 |
| Total Liabilities | 345 308 555 | 357 459 256 | |
| Total Equity and Liabilities | 681 488 918 | 712 383 344 |
Porto, 26th September 2024 The Board of Directors,
For the six-months periods ending 30 June 2024 and 2023
| Note | 2024 | 2023 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Receipts from clients | 211 941 176 | 209 160 868 | |
| Payments to supliers | -105 680 323 | -108 745 089 | |
| Staff payments | -65 189 437 | -57 537 207 | |
| Flows generated by operations | 41 071 416 | 42 878 572 | |
| Payments/receipt of income tax | -946 937 | -501 517 | |
| Other paym./receipts related with operating activities | -12 018 756 | -15 751 117 | |
| Flows from operating activities (1) | 28 105 723 | 26 625 938 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Disposal of discontinued operations net of cash and | |||
| cash equivalents | 6.6. | 5 962 586 | - |
| Financial investments | 10 776 | 87 988 | |
| Tangible fixed assets | 5 051 | ||
| Interest received | 3 266 942 | 2 315 424 | |
| Other financial assets | 566 528 | 91 227 | |
| Payments for: | |||
| Financial investments | 8 516 | -3 158 073 | |
| Other financial assets | - | - | |
| Tangible fixed assets | -14 806 019 | -14 996 667 | |
| Intangible assests | -2 072 294 | -2 497 264 | |
| Flows from investment activities (2) | -7 062 965 | -18 152 314 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 7.2. | 280 840 | 3 402 531 |
| Payments for: | |||
| Loans obtained | 7.2. | -7 969 354 | -33 568 300 |
| Rental debt | 7.3. | -17 483 886 | -11 413 413 |
| Interest from loans and similar costs | -754 760 | -2 377 506 | |
| Interest from lease contracts | 7.3 | -7 009 405 | -4 039 996 |
| Dividends paid | 7.1.3. | -20 755 209 | -29 651 704 |
| Acquisition of own shares | 7.1.2. | -2 909 036 - | 58 663 |
| Flows from financing activities (3) | -56 600 811 | -77 707 051 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | -35 558 052 | -69 233 428 | |
| Effects of exchange rate differences | 72 295 | -670 303 | |
| Cash & cash equivalents at the start of the period | 188 538 842 | 237 132 629 | |
| Cash & cash equivalents at end of the period | 7.5. | 153 053 085 | 167 228 898 |
Porto, 26th September 2024 The Board of Directors,
For the six-months periods ending 30 June 2024 and 2023
| Attributable to equity holders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||||
| Note | Share Capital |
Own Shares | Share Premium |
Legal Reserves |
Translation Reserve |
Reserves & Retained |
Net Profit |
Total | Non-controlling interests |
Total Equity | |
| Earnings | |||||||||||
| Balance as at 1 January 2023 | 46 000 000 | -11 410 227 29 900 789 1 976 081 -10 088 451 167 521 938 159 875 149 | 383 775 279 | -81 719 383 693 560 | |||||||
| Changes for the period: | |||||||||||
| Application of the 2022 consolidated result: | |||||||||||
| Transfer to reserves and retained earnings | 2 260 347 | 157 614 802 -159 875 149 | |||||||||
| Capital reduction | 7.1.1. -3 640 423 | 11 410 227 | -7 769 804 | - | - | ||||||
| Purchase of own shares | 7.1.2. | -58 663 | -58 663 | -58 663 | |||||||
| Conversion reserves - Angola | -4 213 867 | -4 213 867 | -4 213 867 | ||||||||
| Other changes in non-controlling interests | -134 421 | -134 421 | 232 775 | 98 354 | |||||||
| Consolidated net profit for the six months period ending 30 June 2023 |
3 764 841 | 3 764 841 | -36 085 | 3 728 756 | |||||||
| Total changes for the period | -3 640 423 | 11 351 563 | - | 2 260 347 | -4 213 867 149 710 577 -156 110 308 | -642 110 | 196 690 | -445 420 | |||
| Consolidated net profit | 3 764 841 | 3 764 841 | -36 085 | 3 728 756 | |||||||
| Consolidated comprehensive income | -449 026 | -36 085 | -485 111 | ||||||||
| Transactions with equity holders in the period | |||||||||||
| Appropriation of consolidated net profit for | |||||||||||
| 2022 | |||||||||||
| Dividends distributed | 7.1.3. | -29 651 704 | -29 651 704 | -29 651 704 | |||||||
| Balance on 30 June 2023 | 42 359 577 | -58 664 | 29 900 789 4 236 428 -14 302 318 287 580 812 3 764 841 | 353 481 465 | 114 971 | 353 596 436 | |||||
| Balance as at 1 January 2024 | 42 359 577 | -3 244 008 29 900 789 4 236 428 -21 494 673 287 597 084 | 15 537 446 | 354 892 642 | 31 446 354 924 088 | ||||||
| Changes in the period: | |||||||||||
| Application of the 2023 consolidated result: | |||||||||||
| Transfer to reserves and retained earnings | 1 854 922 | 13 682 524 -15 537 446 | - | - | |||||||
| Purchase of own shares | 7.1.2. | -2 909 036 | -2 909 036 | -2 909 036 | |||||||
| Conversion reserves - Angola | 105 390 | 105 390 | 105 390 | ||||||||
| Consolidated net profit for the six months | |||||||||||
| period ending 30 June 2024 | 4 813 479 | 4 813 479 | 1 651 | 4 815 130 | |||||||
| Total changes for the period | - | -2 909 036 | - | 1 854 922 | 105 390 | 13 682 524 -10 723 967 | 2 009 833 | 1 651 | 2 011 484 | ||
| Consolidated net profit | 4 813 479 | 4 813 479 | 1 651 | 4 815 130 | |||||||
| Consolidated comprehensive income | 4 918 869 | 1 651 | 4 920 520 | ||||||||
| Transactions with equity holders in the period | |||||||||||
| Appropriation of consolidated net profit for 2023 |
|||||||||||
| Dividends distributed | 7.1.3. | -20 755 209 | -20 755 209 | -20 755 209 | |||||||
| Balance on 30 June 2024 | 42 359 577 | -6 153 044 | 29 900 789 6 091 350 -21 389 283 280 524 398 4 813 479 | 336 147 266 | 33 097 | 336 180 363 |
Porto, 26th September 2024 The Board of Directors,
IBERSOL, SGPS, SA (Group or Ibersol) with head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called "the Group"), operate a network of 497 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FrescCo, SantaMaría, Kentucky Fried Chicken, Pans Café, Pizza Móvil, Miit, Taco Bell, Pret a Manger, Sol, Silva Carvalho Catering and Palace Catering, Goto Café and others. The group has 441 units which it operates and 56 units under a franchise contract. Of this universe, 301 are based in Portugal, of which 300 are owned and 1 franchised, and 184 are based in Spain, spread over 130 own establishments and 54 franchisees, and 11 in Angola and 1 in other locations.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Company: IBERSOL, SGPS, S.A. Head Office: Edifício Península Praça do Bom Sucesso, nº 105 a 159, 9º, Porto, Portugal Legal Nature: Public Limited Company Share Capital: €42,359,577 N.I.P.C.: 501 669 477
Ibersol SGPS parent company and ultimate parent entity is ATPS - SGPS, S.A.
For the periods ended 30 June 2024 and 31 December 2023, the Group companies, their head offices and their main developed business included in the consolidation by the full consolidation method and the respective proportion of equity is as follows:
| % Shareholding | |||
|---|---|---|---|
| Company | Head Office | ||
| jun/24 | Dec/23 | ||
| Subsidiary companies | |||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% |
| Ibersol Restauração, S.A. | Porto | 100% | 100% |
| Ibersande Restauração, S.A. | Porto | 100% | 100% |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% |
| Iberaki Restauração, S.A. | Porto | 100% | 100% |
| Restmon Portugal, Lda | Porto | 61% | 61% |
| Vidisco, S.L. | Vigo - Espanha | 100% | 100% |
| Inverpeninsular, S.L. | Vigo - Espanha | 100% | 100% |
| Firmoven Restauração, S.A. | Porto | 100% | 100% |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% |
| Anatir SGPS, S.A. | Porto | 100% | 100% |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% |
| José Silva Carvalho Catering, S.A. | Porto | 100% | 100% |
| Iberusa Central de Compras para Restauração ACE | Porto | 100% | 100% |
| Maestro - Serviços de Gestão Hoteleira, S.A. | Porto | 100% | 100% |
| SEC - Eventos e Catering, S.A. | Porto | 100% | 100% |
| IBERSOL - Angola, S.A. | Luanda - Angola | 100% | 100% |
| HCI - Imobiliária, S.A. | Luanda - Angola | 100% | 100% |
| Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto | 100% | 100% | |
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | 100% |
| The Eat Out Group S.L.U. | Barcelona - Espanha | 100% | 100% |
| Pansfood, S.A.U. | Barcelona - Espanha | 100% | 100% |
| Foodstation, S.L.U | Barcelona - Espanha | 100% | 100% |
| Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Espanha | 100% | 100% |
| Volrest Aldaia, S.L | Vigo - Espanha | 100% | 100% |
| Volrest Alcala, S.L | Vigo - Espanha | 100% | 100% |
| Volrest Alfafar, S.L. | Vigo - Espanha | 100% | 100% |
| Volrest Rivas, S.L. | Vigo - Espanha | 100% | 100% |
| Voesmu Restauracion, SL | Vigo - Espanha | 100% | 100% |
| Food Orchestrator, S.A. | Braga | 84% | 84% |
| Eat Tasty, S.L. | Madrid | 84% | 84% |
| Iberespana Central de Compras, A.I.E. | Vigo - Espanha | 100% | 100% |
| Belsai Restauração, S.A. | Porto | - | 100% |
The Ibersol group does not have any branches.
For the periods ended 30 June 2024 and 31 December 2023, the Group's companies, their respective head offices and their main developed business included in the consolidation by the equity method and the respective proportion of equity is as follows:
| % Shareholding | |||
|---|---|---|---|
| Company | Head Office | jun/24 | Dec/23 |
| Associated companies | |||
| Ziaicos - Serviços e gestão, Lda | Porto | 40% | 40% |
| Companies controlled jointly | |||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% |
| Medfood Invest S.L. | Alicante - Espanha | 40% | 40% |
In the six months period ended 30 June 2024 there were no acquisitions of subsidiaries.
In 31 January 2024, the Group sold subsidiary Belsai Restauração, S.A. (note 6.6.).
In the year ended 31 December 2023, there were no disposals of companies.
After 30 June 2024, the project for the merger by absorption of the subsidiaries Volrest Aldaia, Volrest Alfafar, Volrest Alcala, Volrest Rivas and Voesmu into the subsidiary Foodstation was prepared.
The interim condensed consolidated financial statements were approved by the Board of Directors and authorized for issue on 26 September 2024.
The shareholders have the right not to approve the accounts authorized for issue by the Board of Directors and to propose their amendment.
These condensed consolidated interim financial statements have been prepared in accordance with International Standard 34 - Interim Financial Reporting, and therefore do not include all the information required by the annual financial statements, and should be read in conjunction with the company's financial statements for the period ending 31 December 2023.
The interim consolidated financial statements have been prepared in accordance with the historical cost principle.
The Group's Consolidated Financial Statements have been prepared in accordance with the same accounting principles and policies adopted by the Group in the preparation of the annual financial statements, except for the adoption of new standards, amendments and interpretations with mandatory application from 1 January 2024, and essentially including an explanation of the events and changes relevant to an understanding of the variations in the Group's financial position and performance since the date of the annual report. Accordingly, the accounting policies and part of the notes contained in the 2023 financial statements have been omitted, either because they have not changed or because they are not materially relevant to understanding these interim financial statements.
The condensed consolidated interim financial statements have been prepared on the assumption of continuity of operations, under the principle of historical cost changed to fair value in the case of derivative financial instruments.
The preparation of the financial statements requires estimates and management judgments.
The condensed consolidated interim financial statements are comparable in all material respects with the prior year.
The Financial Statements of each of the Group's entities are prepared using the currency of the economic environment in which the entity operates ("functional currency"). The consolidated Financial Statements are presented in Euros, which is the Ibersol Group's functional and presentation currency.
The foreign currency exchange rates used to convert transactions and balances expressed in Kwanzas at 30 June 2024 and 31 December 2023 were respectively:
| jun/24 | ||
|---|---|---|
| Euro exchange rates | Average interest | |
| (x foreign currency per 1 Euro) | Rate on 30 June 2024 | rate June 2024 |
| Kw anza de Angola (AOA) | 914,077 | 900,090 |
| Dec/23 | ||
| Euro exchange rates | Rate on December, 31 | Average interest |
| (x foreign currency per 1 Euro) | 2023 | rate year 2023 |
| Kw anza de Angola (AOA) | 931,099 | 746,269 |
| Standards | Change | Date of application |
|---|---|---|
| Recently issued pronouncements already adopted by the Group Ibersol in the preparation of the financial | ||
| statements are the following: |
| Clarification requirements for classifying liabilities as current or non-current (amendments to IAS 1 – Presentation of Financial Statements) |
IASB issued on 23 January 2020 narrow-scope amendments to IAS 1 Presentation of Financial Statements to clarify how to classify debt and other liabilities as current or non-current. The amendments clarify an IAS 1 criteria for classifying a liability as non-current: the requirement for an entity to have the right to defer the liability's settlement at least 12 months after the reporting period. The amendments aim to: a. specify that an entity's right to defer settlement must exist at the end of the reporting period and have substance; b. clarify that covenants with which the company must comply after the reporting date (i.e., future covenants) do not affect a liability's classification at the reporting date. However, when non-current liabilities are subject to future covenants, companies will now need to disclose information to help users understand the risk that those liabilities could become repayable within 12 months after the reporting date; and c. clarify the requirements to classify the liabilities that an entity will settle, or may settle, by issuing its own equity instruments (e.g. convertible debt). |
1 January 2024 |
|---|---|---|
| Lease liability in a sale-and leaseback (amendments to IFRS 16 – Leases) |
The IASB issued amendments to IFRS 16 - Leases in September 2022 that introduce a new accounting model for variable payments in a sale and leaseback transaction. The amendments confirm the following: - On initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction. - After initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognises no gain or loss relating to the right of use it retains. A seller-lessee may adopt different approaches that satisfy the new requirements on subsequent measurement. Under IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, a seller-lessee will need to apply the amendments retrospectively to sale-and-leaseback transactions entered into or after the date of initial application of IFRS 16. This means that it will need to identify and re-examine sale-and leaseback transactions entered into since implementation of IFRS 16 in 2019, and potentially restate those that included variable lease payments. |
1 January 2024 |
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements |
On 25 May 2023, the International Accounting Standards Board (IASB) published Supplier Finance Arrangements with amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures. The amendments relate to disclosure requirements in connection with supplier financing arrangements - also known as supply chain financing, financing of trade payables or reverse factoring arrangements. The new requirements supplement those already included in IFRS standards and include disclosures about: - Terms and conditions of supplier financing arrangements; - The amounts of the liabilities that are the subject of such agreements, for which part of them the suppliers have |
1 January 2024 |
| already received payments from the financiers, and under which | ||||
|---|---|---|---|---|
| item these liabilities are shown in the balance sheet; | ||||
| - The ranges of due dates; and |
||||
| - Information on liquidity risk. |
||||
| Date of | ||||
| Standards | Change | application | ||
| The Group/Entity decided to opt for not having an early application of the following standards endorsed by EU. | ||||
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability |
On 15 August 2023, the International Accounting Standards Board (the IASB or Board) issued Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates) (the amendments). |
|||
| The amendments clarify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. |
||||
| A currency is exchangeable into another currency when a company is able to exchange that currency for the other currency at the measurement date and for a specified purpose. When a currency is not exchangeable, a company needs to estimate a spot rate. |
1 January 2025 | |||
| Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These disclosures might include: |
||||
| - the nature and financial impacts of the currency not being exchangeable; - the spot exchange rate used; |
||||
| - the estimation process; and - risks to the company because the currency is not exchangeable. |
||||
| Early adoption is permitted. | ||||
| On 30 May 2024, the International Accounting Standards Board (the IASB or Board) issued amendments to the classification and measurement requirements in IFRS 9 Financial Instruments. The |
||||
| amendments will address diversity in accounting practice by making the requirements more understandable and consistent. |
||||
| These amendments aim to: | ||||
| - Clarify the classification of financial assets with environmental, social, and corporate governance (ESG) and similar features, as ESG-linked features in loans could affect whether the loans are measured at amortised cost or fair value. To resolve any potential diversity in practice, the amendments clarify how the contractual cash flows on such loans should be assessed. |
||||
| Amendments to the Classification and Measurement of Financial Instruments |
- Clarify the date on which a financial asset or financial liability is derecognised when the settlement of liabilities is made through electronic payment systems. There is an accounting policy option to allow a company to derecognise a financial liability before it delivers cash on the settlement date if specified criteria are met. - Enhance the description of the term 'non-recourse', under the amendments, a financial asset has non-recourse features if an entity's ultimate right to receive cash flows is contractually limited to the cash flows generated by specified |
1 January 2026 |
| assets. The presence of non-recourse features does not necessarily preclude the financial asset from meeting the SPPI criterion, but the features do need to be carefully considered. - Clarify that a contractually linked instrument must feature a waterfall payment structure that creates concentration of credit risk by allocating losses disproportionately between different tranches. The underlying pool can include financial instruments not in the scope of IFRS 9 classification and measurement (e.g., lease receivables), but must have cash flows that are equivalent to SPPI. The IASB has also introduced additional disclosure requirements regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features, for example features tied to ESG-linked targets. Early adoption is permitted. |
||
|---|---|---|
| IFRS 18 Presentation and Disclosure in Financial Statements |
On 9 April 2024, the International Accounting Standards Board (the IASB or Board) issued the new Standard, IFRS 18 Presentation and Disclosure in Financial Statements. The main changes introduced by this Standard are: - Promotes a more structured income statement. In particular, it introduces a newly defined 'operating profit' subtotal and a requirement for all income and expenses to be classified into three new distinct categories based on a company's main business activities, namely: Operating, Investing and Financing. - Requirement to companies to analyse their operating expenses directly on the face of the income statement – either by nature, by function or on a mixed basis. - Requirement to some of the 'non-GAAP' measures the Company/Group uses to be reported in the financial statements. It defines MPMs as a subtotal of income and expenses that: o is used in public communications outside the financial statements; and o communicates management's view of financial performance. For each MPM presented, companies will need to explain in a single note to the financial statements why the measure provides useful information and how it is calculated, and to reconcile it to an amount determined under IFRS Accounting Standards. - Introduction of enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes. |
1 January 2027 |
| IFRS 19 Presentation and Disclosure in Financial Statements |
Earlier application is permitted and applies retrospectively. On 9 May 2024, the International Accounting Standards Board (the IASB or Board) issued the new Standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures, which permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. Applying IFRS 19 will reduce the costs of preparing subsidiaries' financial statements while maintaining the usefulness of the information for users of their financial statements. A subsidiary may choose to apply the new standard in its consolidated, separate or individual financial statements provided that, at the reporting date: |
1 January 2027 |
| - it does not have public accountability; |
|
|---|---|
| - its parent produces consolidated financial statements |
|
| under IFRS Accounting Standards. | |
| A subsidiary applying IFRS 19 is required to clearly state in its explicit and unreserved statement of compliance with IFRS Accounting Standards that IFRS 19 has been adopted. |
|
| Earlier application is permitted and applies retrospectively. |
The adoption of the standards and amendments endorsed by the European Union and of mandatory application for annual periods beginning on or after 1 January 2024 did not result in significant impacts on the consolidated financial statements.
The adoption of the new standards and interpretations already endorsed by the European Union is not expected to have a material impact on the Group's consolidated financial statements.
The Ibersol Group pays special attention to the global geopolitical context, namely the war in Ukraine and the conflict in Gaza and adjoining territories, whose effects on the global economy (shortages of goods and energy, logistical disruptions, rising inflation) and on society have been significant and may yet worsen, making the entire global context more complex in the medium and long term, with changes to global food supply chains, which have consequences for operations and business profitability.
In previous years, the Group signed development contracts with Taco Bell and KFC (for Portugal and Spain). During 2022 a new development contract was signed with the Pret a Manger brand.
These development contracts guarantee the right and obligation to open new restaurants (in exceptional circumstances, such as the pandemic crisis, readjustments to the development programs were agreed upon). In case of non-fulfillment of the opening plans foreseen in these contracts the franchisors may terminate the respective development contracts.
In addition, the development agreements provide for requirements and conditions to be met prior to the sale of the controlling interest of the subsidiary that operates the agreement, the issuance of capital instruments and/or change of control in those subsidiaries, as well as the sale of the business or restaurants owned by said subsidiaries, which include, among others: the prior agreement of the franchisors, information obligations and several transfer procedures, possible payment of charges or fees, as well as the right of first refusal in favor of the franchisors. The franchise contracts in relation to some international brands foresee the possibility of termination in case of change of control of Ibersol SGPS, S.A. without the franchisor's prior agreement.
In the restaurants where it operates with international brands, the group enters into long-term franchise contracts: 10 years in the case of Pizza Hut, Taco Bell and KFC and up to 12 years in the case of Prêt A Manger, renewable for another 10 years at the franchisee's option, as long as certain obligations are met.
It has been the practice for these contracts to be renewed upon expiration. However, nothing obliges franchisors to do so, so there may be the risk of non-renewal.
In these contracts it is normal to pay an "Initial Fee" at the beginning of each contract and a "Renewal Fee" at the end of the initial period, in addition to an operating and marketing royalty on sales made.
Ibersol Group's quality department is responsible for identifying and ensuring control of food quality and safety risks. Thus, various prevention and control measures are implemented for different areas of the Group's business. In this context, some measures stand out, such as: ensuring the implemented Traceability System and the control of the Production Process in the units, through the HACCP (Hazard Analysis & Critical Control Points) System.
Significant changes in commodity prices are largely reflected in the selling prices of products and monitored by the market. However, when commodity price increases are much higher than general inflation, these changes are gradually impacted in selling prices, and in the short term there may be a degradation of the gross margin.
The Ibersol Group's management of environmental risks is largely based on the implementation and certification of management systems, such as the ISO 14001 standard. In particular, the main flows of packaging materials are monitored and reporting obligations are fulfilled with the entities licensed to manage and promote the selection, collection and recycling of packaging in the Portuguese and Spanish markets.
Climate change is increasingly affecting agricultural production in various markets, leading to food shortages, price volatility and disruptive events in global supply chains. To help mitigate these situations and guarantee the continuity of its activities, the Ibersol Group is working on reducing its greenhouse gas emissions and adjusting its sourcing strategies.
The increasingly frequent occurrence of extreme natural events threatens people's safety and business continuity. The Ibersol Group has ISO certifications that guarantee high standards of health, occupational safety and food quality and safety, as well as complying with all legal rules on physical safety and civil protection. On the other hand, the Covid-19 pandemic has required more resilient and flexible management processes, including the digitalisation of sales channels and business support activities, strengthening internal crisis management and business continuity skills.
The Ibersol Group depends on the use of natural and energy resources for its operation, but it is aware of the impacts that events such as extreme drought and price volatility in the energy market can have on its operation and results, so it maintains internal policies and specific initiatives for more efficient use of these resources.In addition, the Ibersol Group respects standards and good practices in the storage, handling and distribution of food and non-food raw materials, with robust monitoring, segregation and traceability processes to minimise food safety risks and reputational risks.
The revenue from contracts with customers is presented as follows:
| 2024 | 2023 | |
|---|---|---|
| Catering sales | 203 798 247 | 189 605 691 |
| Restaurant sales | 193 942 658 | 177 942 762 |
| Event catering sales | 5 994 184 | 8 418 326 |
| Concession catering sales | 3 861 405 | 3 244 604 |
| Merchandise sales to franchisees | 4 985 541 | 6 510 677 |
| Total sales | 208 783 787 | 196 116 368 |
| Services Rendered | 1 701 868 | 1 915 591 |
| Franchise royalties | 936 227 | 948 899 |
| Rents from investment properties | 353 517 | 360 989 |
| Other | 412 124 | 605 703 |
| Turnover Continuing Operations | 210 485 655 | 198 031 959 |
| Turnover Discontinued Operations | 1 112 727 | 5 360 629 |
| Turnover | 209 372 927 | 192 671 330 |
In 30 June 2024 restaurant sales through Aggregator platforms amount to €21.6 million.
Ibersol's Management monitors the business based on the following segments:
| SEGMENT | |||||||
|---|---|---|---|---|---|---|---|
| Restaurants | Counters | Concessions, Travel and Catering |
|||||
| Brands | |||||||
| Pizza Hut | KFC | SOL (AS) | |||||
| Pasta Caffe | Taco Bell | Concessões | |||||
| Pizza Móvil | Miit | Catering | |||||
| FresCo | Pans & Co. | Lojas | |||||
| Ribs Sta Maria | Pans Café | Conveniência | |||||
| Travel | |||||||
| Pret a Manger |
| Restaurants | Counters | Concessions, Travel and Catering |
Others, eliminations and adjustments |
Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Turnover | 51 703 454 | 51 597 474 | 76 792 378 | 68 464 055 | 79 989 021 | 69 630 236 | 888 074 | 2 979 564 | 209 372 927 | 192 671 330 |
| Operating profit minus amortisation, deprec. and impairment losses |
7 764 436 | 6 946 780 | 12 374 765 | 12 744 288 | 19 300 445 | 10 352 968 | 45 108 | 170 518 | 39 484 753 | 30 214 555 |
| Amortisation, depreciation and impairment losses |
-6 070 314 | -4 819 911 | -10 382 217 | -9 242 995 | -16 136 542 | -7 445 355 | -719 949 | -780 269 | -33 309 023 | -22 288 530 |
| Operating profit | 1 694 121 | 2 126 868 | 1 992 548 | 3 501 292 | 3 163 902 | 2 907 613 | -674 842 | -609 750 | 6 175 729 | 7 926 025 |
| Financial profit (loss) | -4 552 213 | -4 015 010 | ||||||||
| Other non-operating gains (losses) | 99 967 | 58 943 | ||||||||
| Income tax for the period | 61 568 | -821 107 | ||||||||
| Consolidated net profit | 1 785 051 | 3 148 851 | ||||||||
| jun/24 | Dec/23 | jun/24 | Dec/23 | jun/24 | Dec/23 | jun/24 | Dec/23 | jun/24 | Dec/23 | |
| Total allocated assets | 95 782 989 | 93 930 218 | 179 548 290 | 180 202 936 | 210 697 032 | 205 551 943 | 11 219 165 | 13 268 083 | 497 247 476 | 492 953 180 |
| Total allocated liabilities | 55 917 423 | 52 618 654 | 83 914 493 | 85 070 978 | 180 668 667 | 187 186 759 | 1 280 677 | 1 202 399 | 321 781 259 | 326 078 790 |
| Assets and liabilities of the unallocated | jun/24 | Dec/23 | |||
|---|---|---|---|---|---|
| segments | |||||
| Assets | Liabilities | Assets | Liabilities | ||
| Deferred Taxes | 12 236 647 | 2 546 827 | 12 236 647 | 2 769 902 | |
| Income tax | 4 445 302 | 232 489 | 3 550 462 | 156 520 | |
| Net Financing | 153 053 085 | 20 747 980 | 188 538 842 | 28 454 044 | |
| BK sale receivable amount | 6 656 848 | - | 6 803 122 | - | |
| Non-current accounts receivable | 385 578 | - | 396 355 | - | |
| Investments in associates and joint ventures | 6 408 965 | - | 6 323 998 | - | |
| Debt instruments at amortised cost | 1 055 017 | - | 1 580 739 | - | |
| Total | 184 241 442 | 23 527 296 | 219 430 165 | 31 380 466 |
| jun/24 | Dec/23 | ||||
|---|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | ||
| Allocated by segment | 497 247 476 | 321 781 259 | 492 953 179 | 326 078 790 | |
| Not allocated | 184 241 442 | 23 527 296 | 219 430 165 | 31 380 466 | |
| Total Balance | 681 488 918 | 345 308 555 | 712 383 344 | 357 459 256 |
| Turnover | jun/23 | jun/24 | jun/23 | jun/24 | jun/23 | jun/24 | jun/23 | jun/24 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| 51 703 454 | 51 597 474 | 76 792 378 | 68 464 055 | 79 989 021 | 69 630 236 | 888 074 | 2 979 564 | 209 372 927 | 192 671 330 | |
| Operating profit minus amortisation, deprec. and impairment losses |
7 764 436 | 6 946 780 | 12 374 765 | 12 744 288 | 19 300 445 | 10 352 968 | 45 108 | 170 518 | 39 484 753 | 30 214 555 |
| Amortisation, depreciation and impairment | -6 070 314 | -4 819 911 | -10 382 217 | -9 242 995 | -16 136 542 | -7 445 355 | -719 949 | -780 269 | -33 309 023 | -22 288 530 |
| losses Operating profit |
1 694 121 | 2 126 868 | 1 992 548 | 3 501 292 | 3 163 902 | 2 907 613 | -674 842 | -609 750 | 6 175 729 | 7 926 025 |
| Financial profit (loss) | -4 552 213 | -4 015 010 | ||||||||
| Other non-operating gains (losses) Income tax for the period |
99 967 61 568 |
58 943 -821 107 |
||||||||
| Consolidated net profit | 1 785 051 | 3 148 851 | ||||||||
| Total allocated assets | jun/24 95 782 989 |
Dec/23 93 930 218 |
jun/24 179 548 290 |
Dec/23 180 202 936 |
jun/24 210 697 032 |
Dec/23 205 551 943 |
jun/24 11 219 165 |
Dec/23 13 268 083 |
jun/24 497 247 476 |
Dec/23 |
| Total allocated liabilities | 55 917 423 | 52 618 654 | 83 914 493 | 85 070 978 | 180 668 667 | 187 186 759 | 1 280 677 | 1 202 399 | 321 781 259 | |
| The unallocated assets and liabilities resulting from investment, financing and tax activities managed | ||||||||||
| on a centralized and consolidated basis, are as follows: | ||||||||||
| Assets and liabilities of the unallocated | jun/24 | Dec/23 | ||||||||
| segments | Assets Liabilities |
Assets | Liabilities | |||||||
| Deferred Taxes | 12 236 647 | 2 546 827 | 12 236 647 | 2 769 902 | ||||||
| Income tax | 4 445 302 | 232 489 | 3 550 462 | 156 520 | ||||||
| Net Financing | 153 053 085 | 20 747 980 | 188 538 842 | 28 454 044 | ||||||
| BK sale receivable amount | 6 656 848 | - | 6 803 122 | - | ||||||
| Non-current accounts receivable | 385 578 | - | 396 355 | - | ||||||
| Investments in associates and joint ventures | 6 408 965 | - | 6 323 998 | - | ||||||
| Debt instruments at amortised cost | 1 055 017 | 1 580 739 - |
- | |||||||
| Total | 184 241 442 | 23 527 296 | 219 430 165 | 31 380 466 | ||||||
| jun/24 | Dec/23 | |||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||
| Allocated by segment | 497 247 476 | 321 781 259 | 492 953 179 | 326 078 790 | ||||||
| Not allocated | 184 241 442 | 23 527 296 | 219 430 165 | 31 380 466 | ||||||
| 357 459 256 | ||||||||||
| Total Balance | 681 488 918 | 345 308 555 | 712 383 344 | |||||||
| 30 June 2024 | Portugal | Angola | Espanha | Grupo | ||||||
| Turnover | 115 808 818 | 6 863 451 | 86 700 658 | 209 372 927 | ||||||
| Tangible and intangible fixed assets | 119 024 166 | 5 624 312 | 33 997 657 | 158 646 134 | ||||||
| Right-of-Use Assets | 51 768 580 | 674 444 | 169 308 250 | 221 751 275 | ||||||
| Investment property | 12 689 468 | - | - | 12 689 468 | ||||||
| Goodwill | 6 604 503 | 130 714 | 47 656 558 | 54 391 775 | ||||||
| Deferred tax assets | - | - | 12 236 647 | 12 236 647 | ||||||
| Investments in assoc. and joint ventures | 6 408 965 | - | - | 6 408 965 | ||||||
| Non-current accounts receivable | 385 578 | - | 9 172 783 | 9 558 361 | ||||||
| INFORMATION BY GEOGRAPHY As at 30 June 2024 the breakdown of revenues and non-current assets by geography is as follows: |
Other expenses and other operating income breakdown in 30 June 2024 and 31 December 2023 is presented as follows:
| 2024 | 2023 | |
|---|---|---|
| Other operating expenses | ||
| Direct/indirect taxes not affecting the operating activity | 460 132 | 428 183 |
| Losses on tangible fixed assets | 320 352 | 7 370 |
| Exchange differences | 132 298 | 1 229 353 |
| Stock losses | 31 303 | 47 472 |
| Membership fees, donations and gifts and inventory samples | 90 356 | 91 823 |
| Impairment adjustments (of receivables) | 42 600 | 49 496 |
| Other operating expenses | 254 576 | 30 733 |
| 1 331 617 | 1 884 431 | |
| Other operating income | ||
| Reversal of loss Earn Out | 530 000 | - |
| Operating subsidies | 91 282 | 71 715 |
| Supplementary income | 2 885 524 | 3 434 539 |
| Exchange differences | 50 931 | 246 094 |
| Gains on assets | 78 935 | 4 648 |
| Impairment (reversal) of accounts receivable | - | 106 510 |
| Investment subsidies | 5 299 | 7 561 |
| Other operating income | 361 738 | 52 796 |
| 4 003 709 | 3 923 863 | |
| Other operating income / (expenses) | 2 672 092 | 2 039 432 |
The Group's main activity is the operation of restaurants of various own brands and franchises, and the preferred mode of payment of its sales is cash, debit card or other type of card, for example, meal card. With the emergence of sales platforms for home delivery, sales collected through the intermediary are gaining expression. The largest volume of credit results from delivery activity through Aggregators, catering sales, although the model of payment in advance is implemented for most customers, as well as the supply of goods and debit of royalties to franchisees.
For the periods ended 30 June 2024 and 31 December 2023, the accounts receivable item breaks down as follows:
| Note | jun/24 | Dec/23 | |
|---|---|---|---|
| Non-current accounts receivable | |||
| Non-current financial assets | 385 578 | 396 355 | |
| Other accounts receivable | 5.1.1. | 9 273 415 | 8 853 318 |
| Accumulated impairment losses | -100 632 | -100 632 | |
| 9 558 361 | 9 149 041 | ||
| Current accounts receivable | |||
| Clients | 8 687 898 | 7 855 070 | |
| State and other public entities | 3 833 439 | 4 422 999 | |
| Other debtors | 5.1.2 | 7 910 941 | 5 605 985 |
| BK sale receivable amount | 6 656 848 | 6 803 122 | |
| Advances to suppliers c/a | 156 098 | 258 510 | |
| Advances to suppliers of fixed assets | 2 096 173 | 64 940 | |
| Accrued income | 5 184 174 | 4 664 530 | |
| Expenses to be recognised | 2 391 831 | 1 877 649 | |
| Accumulated impairment losses | -2 871 689 | -2 874 567 | |
| 34 045 713 | 28 678 238 | ||
| Total Accounts receivable | 43 604 074 | 37 827 279 |
Of the estimated amount to be received from the sale of Burger King (BK), 6,650,000 euros relate to the earn-out estimated value of the fulfillment of the extension program of some contracts, to be concluded in 2024, and therefore presented as current.
The balance relates essentially to the Labor Compensation Fund.
The balance relates essentially to VAT recoverable in the amount of 3,715,967 euros at 30 June 2024 (4,355,486 euros in 31 December 2023).
The balance of the caption other non-current accounts receivable is mainly composed of deposits and guarantees in Spain, resulting from lease contracts. Accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debts, are subsequently measured at amortized cost, using the effective rate method, less impairment adjustment.
The Group considers that this asset is not exposed to relevant credit risk, since in general these assets are directly associated with rent payment obligations.
These guarantees may be executed by the beneficiaries in the event of contractual breach by Ibersol, such as in cases where the rent is not paid.
The value of the guarantees and deposits related to the Airport lease agreements in Spain with AENA at 30 June 2024 total 6,790,939 euros (6,433,518 euros in 31 December 2023).
On 31 June 2024 and 31 December 2023 the balance under Other debtors includes aggregators, other suppliers' debts, debits to suppliers for the recovery of charges for marketing and rappel contributions, meal vouchers (delivered by customers), short-term guarantees and miscellaneous advances, as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Meal card/Aggregators | 3 384 885 | 1 521 156 |
| Deposits and guarantees | 291 052 | 292 448 |
| Marketing and rappel | 204 633 | 936 347 |
| Suppliers and other debtors balance | 2 367 271 | 1 427 403 |
| Advances | 443 403 | 484 643 |
| Staff expenses | 184 484 | 251 886 |
| Credit sales | 967 618 | 632 431 |
| Continente card | 67 595 | 59 672 |
| Total | 7 910 941 | 5 605 985 |
The "Meal card" amounts refer to payments at the establishments and that are charged to the card issuers electronically after 15 days of processing or when by physical delivery after collection, checking and deposit. The Aggregators transfer the collections made on behalf of the restaurants within an average period of 15 days.
The Marketing and rappel item corresponds to amounts debited to Suppliers at the end of the year.
In the periods ended 30 June 2024 and 31 December 2023, the accounts payable item breaks down as follows:
| Note | jun/24 | Dec/23 | |
|---|---|---|---|
| Non-current payables | |||
| Non-current payables | 3 704 | 3 704 | |
| 3 704 | 3 704 | ||
| Current payables | |||
| Suppliers | 5.2.1. | 47 790 245 | 54 886 999 |
| Accrued expenses | 5.2.2. | 20 759 766 | 25 136 233 |
| Other creditors | 5 146 441 | 3 895 458 | |
| State and other public entities | 7 790 936 | 8 284 037 | |
| Income to be recognised | 397 436 | 489 187 | |
| 81 884 824 | 92 691 914 | ||
| Total accounts payable | 81 888 528 | 92 695 618 |
The balance of the item State and other public entities results, essentially, from VAT payable (3,503,788 euros) and Social Security (3,090,471 euros).
The breakdown of suppliers on 30 June 2024 and 31 December 2023, is as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Suppliers - Incoming invoices | 34 086 986 | 37 706 796 |
| Suppliers - Invoices being received and checked | 7 782 665 | 8 342 563 |
| Suppliers of fixed assets - current account | 5 920 594 | 8 837 640 |
| Total accounts payable to suppliers | 47 790 245 | 54 886 999 |
As at 30 June 2024 and 31 December 2023 the breakdown of accrued expenses, is as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Insurance payable | 164 123 | 147 885 |
| Accrued payroll | 10 771 188 | 8 830 884 |
| Rents and leases | 4 226 942 | 10 217 772 |
| External services rendered | 5 069 302 | 5 779 889 |
| Others | 528 211 | 159 803 |
| Total accrued expenses | 20 759 766 | 25 136 233 |
Accrued expenses - rents and leases essentially include the amount relating to the adjustment of minimum rents to be paid to AENA in relation to the contract at Barcelona airport in Spain which, as a result of Law 13/2021, will only have guaranteed minimum rents once annual passenger traffic exceeds that of 2019.
Goodwill is allocated to each of the reportable segments as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Restaurants | 7 147 721 | 7 147 721 |
| Counters | 12 558 945 | 12 558 945 |
| Concessions and Catering | 34 505 388 | 34 505 388 |
| Others | 179 721 | 179 721 |
| Total | 54 391 775 | 54 391 775 |
Goodwill is in turn allocated to the following groups of homogeneous cash generating units:
| jun/24 | Dec/23 | |
|---|---|---|
| Restaurants | 7 147 721 | 7 147 721 |
| Ribs | 5 175 479 | 5 175 479 |
| Pizza Hut | 1 972 242 | 1 972 242 |
| Counters | 12 558 945 | 12 558 945 |
| Pans & C.º | 11 850 160 | 11 850 160 |
| KFC | 708 785 | 708 785 |
| Concessions and Catering | 34 505 388 | 34 505 388 |
| Concessions & travel (ES) | 30 630 919 | 30 630 919 |
| Concessions & travel (PT) | 850 104 | 850 104 |
| Catering | 3 024 365 | 3 024 365 |
| Others | 179 721 | 179 721 |
| Total | 54 391 775 | 54 391 775 |
In the periods ended 30 June 2024 and 31 December 2023, there were no changes in goodwill, as follows:
| Restaurants | Counters | Concessions and Catering |
Others | Total | |
|---|---|---|---|---|---|
| 01 January 2023 | 7 147 721 | 12 558 945 | 34 505 388 | 179 721 | 54 391 775 |
| Valor ativo | 17 757 288 | 12 558 945 | 38 847 684 | 179 721 | 69 343 638 |
| Imparidade acumulada | -10 609 567 | - | -4 342 296 | - | -14 951 863 |
| 31 December 2023 | 7 147 721 | 12 558 945 | 34 505 388 | 179 721 | 54 391 775 |
| Valor ativo | 17 757 288 | 12 558 945 | 38 847 684 | 179 721 | 69 343 638 |
| Imparidade acumulada | -10 609 567 | - | -4 342 296 | - | -14 951 863 |
| 30 June 2024 | 7 147 721 | 12 558 945 | 34 505 388 | 179 721 | 54 391 775 |
The group's main operating rights refer to the franchise rights paid to international brands when opening restaurants operating under the brand: 10 years in the case of Pizza Hut, Taco Bell and KFC, and 12 years in the case of Pret a Manger.
As at 30 June 2024, the concessions, included under the industrial property heading, and the respective associated useful life, are presented as follows:
| Concession Rights | No. Years | Limit year for use |
|---|---|---|
| Lusoponte Service Area | 33 | 2032 |
| 2ª Circular Service Area | 10 | 2027 |
| Portimão Marina | 60 | 2061 |
| Pizza Hut Cais Gaia | 20 | 2024 |
| Modivas Service Area | 28 | 2031 |
| Barcelos Service Areas | 30 | 2036 |
| Alvão Service Areas | 30 | 2036 |
| Lousada (Felgueiras) Service Areas | 24 | 2030 |
| Vagos Service Areas | 24 | 2030 |
| Aveiro Service Areas | 24 | 2030 |
| Ovar Service Areas | 24 | 2030 |
| Gulpilhares (Vilar do Paraíso) Service Areas | 24 | 2030 |
| Talhada (Vouzela) Service Areas | 25 | 2031 |
| Viseu Service Areas | 25 | 2031 |
| Matosinhos Service Areas | 24 | 2030 |
| Maia Service Areas | 26 | 2032 |
During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:
| Brands | Industrial property |
Other intangible assets |
Intangible assets in progress |
Total | |
|---|---|---|---|---|---|
| 01 January 2023 | 15 216 667 | 8 827 817 | 1 654 327 | 1 163 972 | 26 862 783 |
| Currency translation | - | -154 978 | - | -51 720 | -206 698 |
| Additions | - | 2 999 265 | 438 662 | 148 672 | 3 586 599 |
| Decreases | - | -28 321 | -451 663 | -3 800 | -483 784 |
| Transfers | - | 477 017 | 8 948 | -457 017 | 28 948 |
| Amortization for the year | -1 100 000 | -1 984 310 | -198 606 | - | -3 282 916 |
| 31 December 2023 | 14 116 667 | 10 136 490 | 1 451 668 | 800 107 | 26 504 932 |
| Cost | 22 000 000 | 43 042 919 | 10 888 275 | 800 107 | 76 731 301 |
| Accumulated amortization | -7 883 333 | -28 595 489 | -9 404 310 | - | -45 883 132 |
| Accumulated Impairment | - | -4 310 940 | -32 296 | - | -4 343 237 |
| 31 December 2023 | 14 116 667 | 10 136 490 | 1 451 669 | 800 107 | 26 504 932 |
| Currency translation | - | 401 | - | 1 316 | 1 717 |
| Additions | - | 585 629 | 397 314 | 999 832 | 1 982 775 |
| Decreases | - | -8 788 | - | - | -8 788 |
| Transfers | - | 94 806 | - | -94 616 | 190 |
| Amortization for the year | -550 000 | -1 020 443 | -90 903 | - | -1 661 346 |
| 30 June 2024 | 13 566 667 | 9 788 095 | 1 758 080 | 1 706 639 | 26 819 481 |
| Cost | 22 000 000 | 43 713 609 | 11 285 602 | 1 706 639 | 78 705 850 |
| Accumulated amortization | -8 433 333 | -29 614 574 | -9 495 226 | - | -47 543 133 |
| Accumulated Impairment | - | -4 310 940 | -32 296 | - | -4 343 236 |
| 30 June 2024 | 13 566 667 | 9 788 095 | 1 758 080 | 1 706 639 | 26 819 481 |
The addition in Industrial Property corresponds mostly to the improvement of programs and software and to renewal licenses and new franchise contracts.
Intangible assets in progress mostly relate to territorial rights to open units, which are paid in advance to the brands at the time when joint agreements are signed between Ibersol and the franchisors to open units.
During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of tangible fixed assets, as well as in the respective amortization and accumulated impairment losses, was as follows:
| Buildings and | Other | |||||
|---|---|---|---|---|---|---|
| Land | other | Equipment | tangible fixed | Other tangible fixed assets |
Total | |
| constructions | assets | |||||
| 01 January 2023 | 14 581 536 | 90 463 145 | 19 209 331 | 4 879 846 | 1 406 444 130 540 302 | |
| Currency translation | -3 893 267 | -4 581 579 | -1 136 294 | 80 482 | -12 880 | -9 543 538 |
| Additions | - | 15 205 233 | 8 290 421 | 1 637 692 | 4 239 987 | 29 373 332 |
| Decreases | - | -5 433 | -177 759 | -19 646 | -8 442 | -211 280 |
| Transfers | -3 484 496 | -345 487 | 216 142 | 46 584 | -732 470 | -4 299 726 |
| Depreciation for the year | -46 963 | -8 662 341 | -4 661 124 | -1 233 048 | - | -14 603 476 |
| Impairment for the year | - | -431 484 | - | - | - | -431 484 |
| Transfer discontinued operations | - | -99 308 | -11 052 | -3 423 | - | -113 783 |
| 31 December 2023 | 7 156 810 | 91 542 747 | 21 729 665 | 5 388 487 | 4 892 639 130 710 349 | |
| Cost | 7 330 374 | 203 913 457 | 105 374 464 | 22 703 194 | 4 892 639 344 214 128 | |
| Accumulated depreciation | -164 564 | -100 125 389 | -83 213 373 | -17 297 133 | - | -200 800 459 |
| Accumulated Impairment | -9 000 | -12 245 321 | -431 427 | -17 574 | - | -12 703 322 |
| 31 December 2023 | 7 156 810 | 91 542 747 | 21 729 665 | 5 388 487 | 4 892 639 130 710 349 | |
| Currency translation | 9 671 | -3 038 | -5 620 | -2 086 | 18 619 | 17 546 |
| Additions | 591 286 | 4 897 041 | 1 451 294 | 840 723 | 2 078 062 | 9 858 406 |
| Decreases | - | -419 775 | -22 847 | -6 819 | -33 984 | -483 425 |
| Transfers | - | 955 738 | 879 222 | 73 834 | -1 913 821 | -5 026 |
| Depreciation for the year | -8 432 | -4 797 160 | -2 843 374 | -622 230 | - | -8 271 196 |
| 30 June 2024 | 7 749 335 | 92 175 554 | 21 188 340 | 5 671 909 | 5 041 515 131 826 653 | |
| Cost | 7 933 397 | 208 030 904 | 107 408 416 | 23 494 611 | 5 041 515 351 908 842 | |
| Accumulated depreciation | -175 062 | -104 390 759 | -85 788 649 | -17 805 127 | - | -208 159 598 |
| Accumulated Impairment | -9 000 | -11 464 592 | -431 427 | -17 574 | - | -11 922 593 |
| 31 June 2024 | 7 749 335 | 92 175 554 | 21 188 340 | 5 671 909 | 5 041 515 131 826 653 |
In 2024, the investment of 9.9 million euros essentially concerns 2 Taco Bell, 3 Pans, 1 KFC, 1 Ribs, 1 KFC in Angola, a brewery at Madeira Airport and investment in the new concessions at Spanish Airports. The investment in 2023 of around 29.3 million euros essentially refers to the opening of 10 KFC, 5 Taco Bell, 3 Pizza Hut, 1 Pans and the new concessions at the Airports of Spain, Madrid, Malaga, Lanzarote and Tenerife (note 7.3).
The amount of currency conversion in 2023 results from the sharp devaluation of the kwanza in that year.
The value of tangible assets in progress at 30 June 2024, in the amount of €5m, refers to investments made for future openings
The Group continues to develop its programme of openings and refurbishments in order to fulfil its commitments to the Brands for 2024.
During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of the rights of use, as well as in the respective amortization and accumulated impairment losses, is presented as follows:
| Shops and | |||||
|---|---|---|---|---|---|
| Commercial | Buildings | Equipment | Other assets | Total | |
| Spaces | |||||
| 01 January 2023 | 82 014 088 | 4 692 812 | 3 012 457 | 208 323 | 89 927 680 |
| Currency translation | -226 834 | - | - | - | -226 834 |
| Increases | 164 625 819 | - | - | - | 164 625 819 |
| Decreases | -2 849 831 | -8 107 | -1 601 | - | -2 859 539 |
| Transfers | - | -395 402 | -3 891 | - | -399 293 |
| Depreciation for the year | -30 001 337 | -1 206 021 | -668 353 | -41 518 | -31 917 229 |
| Transfers from discontinued operations | -334 012 | - | - | - | -334 012 |
| 31 December 2023 | 213 227 893 | 3 083 282 | 2 338 612 | 166 805 | 218 816 592 |
| Cost | 288 266 985 | 14 006 560 | 6 139 751 | 345 668 | 308 758 964 |
| Accumulated depreciation | -75 039 092 | -10 923 279 | -3 801 138 | -178 863 | -89 942 372 |
| Accumulated Impairment | - | - | - | - | - |
| 31 December 2023 | 213 227 894 | 3 083 281 | 2 338 613 | 166 805 | 218 816 592 |
| Currency translation | 8 341 | - | - | - | 8 341 |
| Increases | 22 236 980 | 2 700 778 | 1 934 828 | 39 431 | 26 912 017 |
| Decreases | -716 543 | - | -13 814 | -4 570 | -734 927 |
| Transfers | - | - | - | - | - |
| Depreciation for the year | -22 345 578 | -560 049 | -324 688 | -20 434 | -23 250 749 |
| 30 June 2024 | 212 411 094 | 5 224 010 | 3 934 939 | 181 232 | 221 751 275 |
| Cost | 304 693 240 | 16 349 829 | 8 045 109 | 375 349 | 329 463 526 |
| Accumulated depreciation | -92 282 146 | -11 125 819 | -4 110 170 | -194 117 | -107 712 252 |
| Accumulated Impairment | - | - | - | - | - |
| 30 June 2024 | 212 411 094 | 5 224 010 | 3 934 939 | 181 232 | 221 751 275 |
The value of the increases in 2023 corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the estimated lease payments also contributed.
In the first six months of 2024, the value of the increases corresponds to 15 new leases (11 of space and 4 of equipment), 19 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.
In the airport leasing contracts in Spain, Ibersol is exposed to variable rents calculated as a percentage of sales, if this value exceeds the minimum rents provided for in the leasing contracts.
Expenses with depreciation, amortization and impairment losses on non-financial assets in 30 June 2024 and 2023 were as follows:
| jun/24 | jun/23 | ||||||
|---|---|---|---|---|---|---|---|
| Nature | Note | Depreciation and amortisation |
Impairment losses |
Total | Depreciation and amortisation |
Impairment losses |
Total |
| Goodwill | 6.1. | - | - | - | - | - | - |
| Intangible assets | 6.2. | -1 661 346 | - | -1 661 346 | -1 522 077 | - | -1 522 077 |
| Property, plant and equipment | 6.3. | -8 271 196 | - | -8 271 196 | -7 100 349 | - | -7 100 349 |
| Right-of-use assets | 6.4. | -23 250 749 | - | -23 250 749 | -13 450 810 | - | -13 450 810 |
| Investment property | 6.7. | -150 281 | - | -150 281 | - | - | - |
| Currency translation | 24 549 | - | 24 549 | -215 294 | - | -215 294 | |
| Total | -33 309 023 | - | -33 309 023 | -22 288 530 | - | -22 288 530 |
The complexity and level of judgment inherent to the model adopted for the calculation of impairment and the identification and aggregation of cash generating units (CGU's) implies considering this topic as a significant accounting estimate.
For the purposes of impairment tests, the recoverable amount is the higher of the fair value of an asset less costs inherent in its sale and its value in use. The recoverable amount derives from assumptions related to the activity, namely, sales volumes, operating expenses, planned investments, refurbishment and closure of units, impact of other market players, internal Management projections and historical performance.
These projections result from the budgets for the following year and the estimated cash flows for a subsequent four-year period reflected in the medium-long-term plans approved by the Board of Directors.
Sensitivity analyzes were also performed on the main assumptions used in the base calculation, as shown below.
Restaurants with signs of impairment are tested, considering operating results less amortization, depreciation and impairment losses of tangible fixed assets, intangible assets and goodwill, as well as other cash-generating units whenever circumstances determine or unusual facts occur.
The negative profitability of the stores is an indication of impairment, and the subsequent impairment analysis considers the projected cash flows of each store. In cases of recent openings, such initial negative profitability may not be representative of the expected profitability pattern for that store and may not constitute an indication of impairment if such behavior was expected for that period.
When an asset has an operating performance that exceeds the projections that previously supported the recording of an impairment loss, such loss is reversed to the extent that the value in use based on the updated projections exceeds the carrying amount.
Despite the fluctuations in the first half of 2024 and some drop in profitability resulting essentially from delays in airport openings, management believes that there are no circumstances at this date that call into question the medium and long-term projections assumed in the impairment tests carried out with reference to 31 December 2023 and, therefore, no relevant indications were identified that would indicate the need to carry out new impairment tests in the first six months of 2024.
At 30 June 2024 and 2023, the impact of the discontinued operations on the Consolidated Statement of Income and Other Comprehensive Income is as follows:
| Income from discontinued operations | jun/24 | jun/23 | |
|---|---|---|---|
| Sales and services rendered | 1 112 727 | 5 360 629 | |
| Cost of sales | -342 259 | -1 879 611 | |
| External supplies and services | -334 555 | -1 282 075 | |
| Personnel costs | -319 850 | -1 536 676 | |
| Amortisation, depreciation and impairment losses of AFT, Rights of | |||
| Use, Goodwill and IA | - | - | |
| Other operating revenues / (costs) | 3 455 | 24 189 | |
| 119 518 | 686 456 | ||
| Operating profit | |||
| Financial expenses | - | - | |
| Financial income | - | - | |
| Profit before tax | 119 518 | 686 456 | |
| Income tax | -21 150 | -106 551 | |
| Net profit | 98 368 | 579 905 | |
| Gain from sale | 2 931 709 | - | |
| 3 030 078 | 579 905 |
The amount of the capital gain on the sale in January 2024 relates to the sale of the non-current assets held for sale and respective liabilities directly associated with the 8 Burger King units, as part of the conclusion of the Burger King restaurants disposal process.
The calculation of the capital gain arising from the sale of non-current assets held for sale is detailed as follows:
| Calculation of capital gains | 31/01/2024 |
|---|---|
| Tangible Fixed Assets | 2 985 333 |
| Goodwill | - |
| Right of Use | 1 803 389 |
| Intangible Assets | 284 403 |
| Inventories | 147 493 |
| Other receivables | 478 722 |
| Cash and bank deposits | 334 935 |
| Lease liabilities | -1 607 735 |
| Financing obtained | - |
| Other accounts payable | -1 348 766 |
| Deferred tax liabilities | -46 897 |
| Total Net Assets and Liabilities deconsolidated | 3 030 877 |
| Selling Price | 5 962 586 |
| Operating Expenses | - |
| Selling price deducted of cost to sell | 5 962 586 |
| Capital gain on sale | 2 931 709 |
| Profit (loss) on Consolidated Income Statement | 2 931 709 |
At 30 June 2024, the impact of discontinued operations on the Consolidated Statement of Cash is as follows:
| Cash flows from discontinued operations | jun/24 |
|---|---|
| Cash Flows from Operating Activities | 119 518 |
| Cash flows from investing activities - Disposal of assets and | |
| liabilities classified as held for sale | 5 962 586 |
| Cash Flows from Investing Activities - Others | - |
| Cash Flows from Financing Activities | - |
| Cash and cash equivalents from discontinued operations | 6 082 105 |
Investment properties relate to real estate assets where 9 Burger King restaurants operate. These assets were leased to Burger King Portugal, with rents of 337,802 euros on 30 June 2024 (638,684 euros on 31 December 2023).
During the six-month period ending 30 June 2024 and the year ending 31 December 2023, the movement in the value of the investment property, as well as in the respective amortizations, was as follows:
| Investment | ||
|---|---|---|
| Property | ||
| 01 January 2023 | 8 470 400 | |
| Increases | - | |
| Decreases | - | |
| Transfers | 4 669 911 | |
| Depreciation for the year | -300 562 | |
| 31 December 2023 | 12 839 749 | |
| Cost | 13 425 032 | |
| Accumulated depreciation | -585 284 | |
| Accumulated Impairment | - | |
| 31 December 2023 | 12 839 749 | |
| Increases | - | |
| Decreases | - | |
| Transfers | - | |
| Depreciation for the year | -150 281 | |
| 30 June 2024 | 12 689 468 | |
| Cost | 13 425 032 | |
| Accumulated depreciation | -735 565 | |
| Accumulated Impairment | - | |
| 30 June 2024 | 12 689 468 |
Transfers relate to transfers of property, plant and equipment assets.
No significant changes are expected in the fair value of these IPs compared to what was disclosed on 31 December 2023 (13.5 million euros).
As decided at the Annual General Meeting of 26 May 2023, in June 2023 the company reduced its share capital from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares, in order to release excess capital.
On 30 June 2024, Ibersol's share capital was fully subscribed and paid up, and was represented by 42,359,577 registered shares with a nominal value of 1 euro each.
Under the terms of the resolution approved at the General Meeting of 26 May 2023, Ibersol SGPS, SA reduced its capital in 2023 from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares acquired for 11,410,227 euros.
During the first six months of the year, under the buy-back programme approved by shareholders in 2023 and a new programme approved at the last General Meeting, the group acquired 421,015 shares at an average price of 6.91 euros.
On 30 June 2024, the company held 898,505 own shares acquired, at an average price of 6.85 and representing 2.12% of the share capital.
At the Annual General Meeting of 29 May 2024, it was decided to pay a gross dividend of 0.50 euros per share (0.70 euros in 2023), corresponding to an amount of 20,755,209 euros (29,651,704 euros in 2023) for outstanding shares, which was paid on 19 June 2024.
At 30 June 2024 and 2023, basic and diluted earnings per share were calculated as follows:
| 2024 | 2023 | |
|---|---|---|
| Profit attributable to equity holders | ||
| Continuing operations | 1 783 401 | 3 184 936 |
| Discontinued operations | 3 030 078 | 579 905 |
| Number of shares issued at the beginning of the year | 42 359 577 | 46 000 000 |
| Number of shares issued at the end of the year | 42 359 577 | 42 359 577 |
| Weighted average number of ordinary shares issued (i) | 42 359 577 | 45 296 051 |
| Weighted average number of treasury shares (ii) | 678 444 | 2 936 522 |
| Weighted average number of shares outstanding (i-ii) | 41 681 133 | 42 359 529 |
| Basic earnings per share (euros per share) | ||
| Continued operations | 0,04 | 0,08 |
| Discontinued operations | 0,07 | 0,01 |
| Diluted earnings per share (€ per share) | ||
| Continued operations | 0,04 | 0,08 |
| Discontinued operations | 0,07 | 0,01 |
| Number of treasury shares at the end of the period | 898 506 | 8 678 |
As there are no preferred voting rights, basic earnings per share equals diluted earnings per share.
At 30 June 2024 and 31 December 2023 current and non-current borrowings had the following detail:
| jun/24 | Dec/23 | |
|---|---|---|
| Non-current | ||
| Bank loans | 6 181 909 | 7 863 527 |
| Commercial paper | 3 500 000 | 4 800 000 |
| 9 681 909 | 12 663 527 | |
| Current | ||
| Bank overdrafts | 444 459 | - |
| Bank loans | 3 457 533 | 4 110 369 |
| Commercial paper | 7 164 079 | 11 680 148 |
| 11 066 071 | 15 790 517 | |
| Total borrowings | 20 747 980 | 28 454 044 |
For Commercial Paper Programs (CPP), when there is a termination date, we consider maturity on that date, regardless of the terms for which they are contracted.
There are commercial paper financing agreements that include cross default clauses. Such clauses refer to contractual non-compliance in other contracts or tax non-compliance, in which case it does not occur.
The interest rate in force on 30 June 2024 for CPP and borrowings was on average around 3.7% (3.35% on 31 December 2023). Borrowings indexed at variable rates are indexed to Euribor.
As at 30 June 2024, the Group had 28.7 million euros in commercial paper not issued and credit lines contracted but not used.
Additionally, there are contracts in which the respective creditors have the possibility to consider the debt overdue in the event of a change in shareholder control, however none of that debt was being used on 30 June 2024
Movements in the six-month period ending 30 June 2024 and the year 2023 under current and noncurrent loans, except for finance leases and bank overdrafts, are presented as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| 1 January | 28 454 043 | 70 081 886 |
| Variations with impact in cash flows: | ||
| Proceeds from borrowings obtained | 280 840 | - |
| Financial debt repayments | -7 969 354 | -42 445 598 |
| Variations without impact on cash flows: | ||
| Financing set-up costs | 16 639 | 847 413 |
| Capitalised interest and other | -34 188 | -29 658 |
| 20 747 980 | 28 454 043 |
At 30 June 2024, the company has commitments to third parties arising from lease contracts, namely real estate contracts. On 30 June 2024 and 31 December 2023, current and non-current leases were as follows:
| jun/24 | Dec/23 | ||||||
|---|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | ||
| Leases | 45 241 649 | 192 439 311 | 237 680 960 | 40 161 966 | 188 846 002 | 229 007 968 | |
| TOTAL | 45 241 649 | 192 439 311 | 237 680 960 | 40 161 966 | 188 846 002 | 229 007 968 | |
Movements in the three-month period ending 30 June 2024 and the year 2023 in lease liabilities are presented as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| 1 January | 229 007 968 | 90 873 709 |
| Variations with impact in cash flows: | ||
| Lease payments | -24 493 291 | -32 805 337 |
| Variations with no impact in cash flows: | ||
| Leases associated with disposed operations | - | -384 620 |
| Interest for the period from updating lease liabilities | 7 009 405 | 10 113 570 |
| Lease increases | 26 912 142 | 164 625 819 |
| Contracts terminations / shop closings | -716 544 | -2 849 832 |
| Others | -38 720 | -565 340 |
| 237 680 960 | 229 007 968 |
Lease payments include 17,483,886 euros (22,691,767 euros in 2023) of principal and 7,009,405 euros (10,113,570 euros in 2023) of interest.
2023 increases corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the expected lease payments also contributed.
In the first six months of 2024, the value of the increases corresponds to 15 new leases (11 of space and 4 of equipment), 19 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.
Ibersol Angola operates with a large component of imports that generate liabilities in foreign currency. In order to reduce the exchange rate risk and face Kwanza variations, the company adopted the policy of holding assets indexed to the USD in an amount, at least, of the same order of magnitude as the liabilities.
In addition to holding USD-indexed Treasury Bonds, the company acquired non-adjustable Treasury Bonds (denominated in AKZ) for the financial application of surpluses.
The amount of financial assets refers to investments in Treasury Bonds of the Angolan State. The separation by maturity is as follows:
| jun/24 | Dec/23 | |||||
|---|---|---|---|---|---|---|
| Current | Non | Total | Current | Non | Total | |
| current | current | |||||
| Angolan Treasury Bonds | 751 541 | 456 742 | 1 208 283 | 1 067 733 | 666 272 | 1 734 005 |
| Accumulated impairment losses | -72 244 | -81 022 | -153 266 | -72 244 | -81 022 | -153 266 |
| TOTAL | 679 297 | 375 720 | 1 055 017 | 995 489 | 585 250 | 1 580 739 |
As there has been no significant increase in credit risk since the initial recognition of Treasury Bonds, expected losses within a period of 12 months were considered.
The indices used for Probability of Default and Loss Given Default of Angolan Treasury Bonds are in accordance with Moodys and S&P publications, the probability of default considered was 7.9% and the loss given default considered to be 59%.
At 30 June 2024 and 31 December 2023, the breakdown of cash and cash equivalents was as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Cash | 568 657 | 572 210 |
| Bank deposits | 152 484 428 | 187 966 632 |
| Cash and bank deposits in the balance sheet | 153 053 085 | 188 538 842 |
| Cash and cash equivalents on the cash flow statement | 153 053 085 | 188 538 842 |
Bank deposits include 111,586,700 euros of term deposits which can be withdrawn at any time and almost all of which mature within one month, classified as cash equivalents.
Financial expenses and losses in June 2024 and 2023 are presented as follows:
| Financial expenses | 2024 | 2023 |
|---|---|---|
| Interest from lease liabilities (IFRS16) | 7 009 405 | 4 039 996 |
| Interest expenses with financing | 319 393 | 1 771 877 |
| Other financial expenses | 407 295 | 675 085 |
| 7 736 093 | 6 486 958 |
Income and financial gains in June 2024 and 2023 are presented as follows:
| Financial income and gains | 2024 | 2023 |
|---|---|---|
| Interest income | 3 166 581 | 2 272 901 |
| Other financial income | 17 299 | 199 047 |
| 3 183 880 | 2 471 948 |
Income tax recognised in the six-month period ended 30 June 2024 and 2023 is detailed as follows:
| jun/24 | jun/23 | |
|---|---|---|
| Current tax | 104 955 | 2 078 329 |
| Deferred tax | -166 523 | -1 257 222 |
| -61 568 | 821 107 |
On 30 June 2024, the effective tax rate is -4%, negative tax calculated, essentially as a result of tax credits in Portugal.
At 30 June 2024, the amount of tax on income to be recovered totals EUR 4,445,302 (EUR 3,550,462 in 31 December 2023), as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Portugal | 4 411 493 | 3 509 896 |
| Spain | 31 659 | 38 416 |
| Others | 2 150 | 2 150 |
| 4 445 302 | 3 550 462 |
At 30 June 2024 and 31 December 2023, the amount of tax payable breaks down as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Angola | 232 489 | 147 259 |
| Others | - | 9 261 |
| 232 489 | 156 520 |
At 30 June 2024 and 31 December 2023 the detail of deferred tax assets, according to the jurisdiction, is as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Deferred tax assets | Spain | Spain |
| Tax losses carried forward | 10 615 878 | 10 615 878 |
| Deductible and taxable temporary differences (IFRS16) | 1 938 048 | 1 938 048 |
| Taxable temporary differences | - | - |
| Homogenization of property, plant and equipment and intangible assets |
-1 209 681 | -1 209 681 |
| Other temporary differences | 892 402 | 892 402 |
| 12 236 647 | 12 236 647 |
Deferred taxes resulting from a temporary difference by applying IFRS16 in the Group's consolidated accounts, not applicable in the statutory accounts of the subsidiaries in Spain and Angola. The breakdown between deductible and taxable differences is as follows:
| jun/24 | Dec/23 | |
|---|---|---|
| Spain | Spain | |
| Deductible temporary differences (IFRS16) | -41 971 913 | -41 971 913 |
| Taxable temporary differences (IFRS16) | 43 909 961 | 43 909 961 |
| 1 938 048 | 1 938 047 |
Deferred taxes corresponding to the difference between the net value of fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.
Despite the tax losses recorded in Spain in the 6 months of 2024, the Group decided not to activate additional deferred tax assets, considering that the amount activated on 31 December 2023 remains the best estimate at that date.
The detail of deferred tax liabilities at 30 June 2024 and 31 December 2023, according to the jurisdiction and temporary differences that generated them, is as follows:
| jun/24 | Dec/23 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward | - | - | - | -60 007 | - | -60 007 |
| Homogenization of property, plant and equipment and | ||||||
| intangible assets and Hyperinflationary Economies (IAS 29) | 4 744 234 | 410 877 | 5 155 111 | 5 071 322 | 460 099 | 5 531 421 |
| Deductible temporary differences (IFRS16) | - | -27 141 | -27 141 | - | -27 478 | -27 478 |
| Other temporary differences | -2 542 826 | -38 317 | -2 581 143 | -2 635 717 | -38 317 | -2 674 034 |
| 2 201 408 | 345 418 | 2 546 827 | 2 375 598 | 394 304 | 2 769 902 |
Deferred taxes that correspond to the difference between the net value of tangible and intangible fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.
Other temporary differences amount, essentially, refers to unused tax benefits. At 31 December 2023, there are 88,200 euros of tax benefits associated with the capital increase and 2,502,080 euros of undeducted tax benefits to be used in subsequent years: 1,039,155 euros of RFAI for 2022, 788,515 euros of RFAI for 2023, 223,488 euros of CFEI II (89,303 euros deductible up to 2025 and 134,185 euros up to and including 2026) and 450,922 euros of IFR (deductible up to and including 2027). It should be noted that RFAI credits have a reporting period of 10 tax periods, a period which was suspended during the 2020 tax period and during the following tax period, under Law no. 21/2021, of April 21.
At 31 December 2023 and 30 June 2024, the detail of other provisions is as follows:
| Dec/23 | Increases | Decreases | jun/24 | |
|---|---|---|---|---|
| Onerous contracts | 1 560 000 | - | - | 1 560 000 |
| Compensation | - | - | - | - |
| Others | 982 118 | - | -530 611 | 451 507 |
| Other Provisions | 2 542 118 | - | -530 611 | 2 011 507 |
In 2021, as a result of the application of Law 13/2021 and the losses in passenger traffic caused by the pandemic, the Ibersol group revised the business plans of the concessions in Spain, recognizing a provision for onerous contracts for the Gran Canaria airport activity in the amount of 1.6 million euros, which remains at 30.06.2024.
The Group has contingent liabilities related to its business (relating to licensing, advertising fees, hygiene and food safety and employees), and Ibersol's success rate in these processes is historically high. It is not estimated that these contingent liabilities will represent any relevant liabilities for Ibersol.
Deferred tax liabilities Portugal Angola TOTAL Portugal Angola TOTAL A lawsuit was filed against a subsidiary of the Eat Out Group in Spain for alleged breach of noncompetition agreements in the amount of approximately 11.7 million euros. The Board of Directors, supported by the position of the lawyers that are following the process, considers that this situation represents a contingent liability. In addition, it should be noted that the lawsuit concerns facts that occurred before the acquisition of this subsidiary by the Ibersol Group, and is therefore covered by the clauses of responsibility and guarantees provided for in the agreement for the purchase and sale of shares of the Eat Out Group, with a right of return. There is already a decision in favor of Ibersol, and we are awaiting a definitive outcome.
The agreement for the sale of the Burger King operation includes indemnity clauses in the event of the verification of certain conditions attributable to the sold entities and on events prior to the sale date (30 November 2022). The Board of Directors does not expect any liability arising from these same commitment clauses, so no liabilities or contingent liabilities have been recognized in the consolidated statement of financial position.
Commitments not included in the consolidated statement of financial position include bank guarantees given to third parties and contractual commitments for the acquisition of tangible fixed assets.
At 30 June 2024 and 31 December 2023, the liabilities not reflected in the balance sheet by the companies included in the consolidation are comprised mainly of bank guarantees provided on their behalf, as follows:
| jun/24 | Dec/23 | |||
|---|---|---|---|---|
| Bank Guarantees | 39 021 221 | 36 986 807 |
At 30 June 2024 the bank guarantees are detailed, by type of coverage, were as follows:
| Concessions | Other supply | Fiscal and legal | Other | Other legal |
|---|---|---|---|---|
| and rents | contracts | proceedings | claims | |
| 33 630 695 | 20 683 | 197 112 | 5 152 000 | 20 731 |
The bank guarantees arise mainly from the concessions and rents of the Group's stores and commercial spaces, and may be executed in the event of non-compliance with lease contracts, namely for non-payment of rents.
The relevant amount derives from the guarantees required by the owners of spaces under concession (ANA Airports and AENA Airports, in Spain) or leased (some malls and other locations) in concessions and rents, of which 29,390,000 euros with AENA Airports.
In other guarantees, and following the sale of the Burger King units, the Group provided a bank guarantee of 6.4 M to BK Portugal, S.A., to cover the asset relating to existing receivables at IberKing and unused at the date of the transaction, regarding CFEI II and RFAI, for a period of 5 years with decreasing annual values.
The balances and transactions with related parties in 30 June 2024 and 31 December 2023 can be presented as follows:
| jun/24 | Year 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Parent entitie |
Jointly controlled entitie |
Associated entitie |
Other Entities |
Parent entitie |
Jointly controlled entitie |
Associated entitie |
Other Entities |
|
| Services supplies | 568 650 | 1 578 373 | - | - | 1 078 008 | 3 987 555 | - | - |
| Rental income from lease contracts |
- | - | - | 95 127 | - | - | - | 185 681 |
| Accounts payable | - | 818 112 | - | - | - | 1 271 190 | - | - |
| Other current assets | - | - | - | - | - | - | - | - |
| Financial investments | - | - | 300 000 | - | - | - | 300 000 | - |
The parent company of Ibersol SGPS S.A. is ATPS - SGPS, SA, which directly holds 21,452,754 shares.
António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira each hold 3.314 shares of Ibersol SGPS, S.A.. The voting rights attributable to ATPS are also attributable to António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under the terms of sub-paragraph b) of no. 1 of article 20 and no. 1 of article 21, both of the Securities Code. º, both of the Portuguese Securities Code, by virtue of the fact that they hold control of the referred company, in which they participate indirectly, in equal parts, through, respectively, the companies CALUM - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799257, which together hold the majority of the share capital of ATPS.
The amounts shown under rents and leases relate to rents paid in the year and, as a result of IFRS16, do not correspond to the amount of rental costs reflected in the financial statements. The estimated commitments for payment of rents over the term of the respective contracts amount, on 30 June 2024, to about 617,985 euros (682,432 euros on 31 December 2023).
Acquisition of the total share capital of Medfood
On 23 July, the share purchase agreement was signed for the acquisition of the remaining 60% of the share capital of Medfood Invest, S.L. for 13.5 million euros, which corresponds to an asset valuation of around 27.8 million euros.
The company holds the entire share capital of New Restaurants of Spain, S.A.U. (NRS), which currently operates 34 KFC restaurants in southern Spain.
Main consolidated indicators for Medfood and NRS as at 30 June 2024:
Furthermore, we would like to inform you that in the 2023 financial year EBITDA and Net Profit totalled 4.2 million euros and 0.8 million euros, respectively.
Until the end of the year, the PPA exercise will be carried out to determine the fair values of the assets, liabilities and contingent liabilities acquired, so at this date it is not yet possible to disclose the final price allocation and goodwill resulting from the transaction.
On 5 July 2024, a share capital reduction was registered due to the cancellation of 844,759 own shares.

KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A. Edifício Burgo - Avenida da Boavista, 1837, 16.º 4100-133 Porto - Portugal +351 220 102 300 | www.kpmg.pt
(This report is a free translation to English from the original Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail.)
We have performed a limited review of the accompanying condensed consolidated interim financial statements of Ibersol, S.G.P.S., S.A. (the Group), which comprise the condensed statement of interim consolidated financial position as of 30 June 2024 (that presents a total of 681,488,918 euros and total equity attributable to the shareholders of 336,147,266 euros, including a net profit attributable to the shareholders of 4,813,479 euros), the condensed statements of interim consolidated income and other comprehensive income, changes in equity and cash flows for the sixmonth period then ended, and notes to these condensed consolidated financial statements.
Management is responsible for the preparation of this condensed consolidated financial statements in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union, and for the implementation and maintenance of an appropriate internal control system to enable the preparation of condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express a conclusion on the accompanying condensed consolidated financial statements. Our work was performed in accordance with the International Standard on Review Engagements 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and further technical and ethical standards and guidelines issued by the Portuguese Institute of Statutory Auditors ("Ordem dos Revisores Oficiais de Contas"). These standards require that we conduct the review in order to conclude whether anything has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared in all material respects in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.
KPMG & Associados –Sociedade de Revisores Oficiais de Contas, S.A., sociedade anónima portuguesa e membro da rede global KPMG, composta por firmas membro independentes associadas com a KPMG International Limited, uma sociedade inglesa de responsabilidade limitada por garantia.
KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A. Capital Social: 3.916.000 Euros - Pessoa Coletiva N.º PT 502 161 078 - Inscrito na O.R.O.C. N.º 189 - Inscrito na C.M.V.M. N.º 20161489 Matriculada na Conservatória do registo Comercial de Lisboa sob o N.º PT 502 161 078

A limited review of condensed consolidated financial statements is a limited assurance engagement. The procedures that we have performed consist mainly of making inquiries and applying analytical procedures and subsequent assessment of the evidence obtained. The procedures performed in a limited review are substantially less that those performed in an audit conducted in accordance with International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on these condensed consolidated financial statements.
Based on the work performed, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements of Ibersol, S.G.P.S., S.A. on 30 June 2024, are not prepared, in all material respects, in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.
26 September 2024
SIGNED ON THE ORIGINAL
KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (no. 189 and registered at CMVM with the no. 20161489) represented by Pedro Manuel Bouça de Morais Alves da Costa (ROC no. 1466 and registered at CMVM with the no. 20161076)
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