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Ibersol

Interim / Quarterly Report Sep 20, 2023

1932_ir_2023-09-20_30fae640-5920-4c94-8f44-9112cb1df694.pdf

Interim / Quarterly Report

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IBERSOL – SGPS, SA

Publicly Listed Company

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

Consolidated Report & Accounts 1 st Half 2023

  • Continued Operations Turnover of 192.7 million Euros Increase of 29.7% over 1H of 2022
  • Continued Operations EBITDA reached 30.2 million Euros Ebitda increased 41.2% over 1H of 2022
  • Continued Operations net profit of 3.1 million Euros Recovery of 2.2 million euros compared to the same period of 2022

Consolidated Management Report

Activity

Following the sale of the Burger King operations in Portugal and Spain at the end of November 2022, the activity of all Burger King restaurants in 2022 and the restaurants not yet sold in 2023 are reported as "Discontinued Operations" with regards to financial information reporting.

After starting the first half of the year, with robust growth in continuing operations, still due to the impact of the Omnicrom variant in the first quarter of 2022, in the second quarter of 2023, despite the demanding economic context, the group recorded a positive performance in most of the brand portfolio and geographies in which it operates, guaranteeing like for like growth in restaurants on Iberia of more than double digits.

The monthly evolution of performance in the different geographies reflects the comparability in the second quarter with more demanding periods without restrictions in 2022 and the impact of expansion, with the opening of new restaurants in Portugal and Spain, registering a gradual slowdown in the pace of growth.

In Angola, activity was marked by the sharp devaluation of the AKZ against the EUR, which reached (52%) in June, causing a reduction in activity in euros despite the good performance in local currency.

The pressure on consumption resulting from the high levels of inflation in parallel with the increase in interest rates meant continued efforts to absorb the impact on margins, in order to maintain volumes with occasional price increases. Together with investments in the opening of new restaurants, this ensured a growth in "Continuing Operations" of around 30%.

The "Continued Operations" represent a total turnover in the first six months of 2023 of 192.7 million euros, which compares with 148.5 million euros in the same period of the previous year.

Turnover (euro million) 1H 2023 1H 2022 Var. 23/22
Sales of Restaurants 189.6 236,7 -19.9%
Sales of Merchandise 6,5 4.5 45.4%
Services Rendered 1,9 0.9 103,2%
Turnover 198,0 242,1 -18.2%
Discontinued Operations -5,4 -93,6 -94.3%
Continued Operations Turnover 192.7 148,5 29.7%

Despite the slowdown in the growth of the restaurant market in the geographies in which we operate, the group recorded a growth in all segments, particularly the "Counters" and "Concessions and Catering", with a relative performance of over than 30% compared to the same period in the previous year.

1H 2023
Continued
Operations
1H 2022
Continued
Operations
Var. 23/22
Continued
Operations
48.8 43,7 11.6%
68,1 51.0 33.4%
67,4 48.4 39.2%
184.2 143.1 28.7%

The "Concessions and Catering" segment, heavily penalized by the pandemic and after a faster than expected recovery in 2022, showed once again a sharp growth pace, directly related to the increase in traffic passengers at airports where the group operates restaurants.

In Spain, where the group operates restaurants in seven airports, the first half of the year has registered the recovery of the traffic passenger's levels seen in the same period of 2019, with the exception of Barcelona and Madrid airports, which were still 7% and 3% respectively short of reaching pre-pandemic levels.

In Portugal, traffic at airports was 16% higher than in 2019, with emphasis on Madeira and Lisbon, with traffic increases of 41% and 12%, respectively.

During the month of May, the operation of the nine concession restaurants at Madrid airport began on a provisional basis, until the conversion to restaurants in the definitive brands and formats are completed, which is expected to begin in the fourth quarter.

The resumption of traffic and recovery of consumption habits interrupted by the pandemic, led to a sharp growth of 39% in this first half, compared to the same period of 2022, eliminating the effect of Burger King restaurants located in concession areas.

However, there were signs of a slowdown in the pace of traffic recovery of 2019 at the end of the second quarter in most airports, which continued into the summer season, which could compromise the recovery of annual prepandemic traffic of 2019, particularly at airports from Barcelona and Madrid.

Counter segment of continued operations maintained its good performance, registering a sharp growth of 33% compared to the same period of 2022, to which the impact of the expansion, namely of the KFC and Taco Bell brands, which occurred at the end of 2022, contributed decisively.

Restaurants, despite the sharper slowdown in the growth pace of higher ticket concepts and the internal delivery service component more exposed to greater competition from aggregators, registered a growth of 12% compared to the same period of 2022.

During the semester, 5 restaurants were definitively closed (4 of which were franchised), with the opening of ten restaurants in Spain (nine in a provisional format at Madrid airport and a new KFC restaurant) and 2 restaurants in Portugal, from Pans and Pizza Hut.

Additionally, the new concession contract at Lanzarote airport began, in which the group ensured the maintenance of the operation of the seven restaurants it already operated and an additional restaurant scheduled to open in the second half of the year.

At the end of the semester, the total number of restaurants was 494 (432 equity and 62 franchises), as shown below:

Nº of Restaurants 31.12.2022 Q1 Q2 Closures 30.06.2023
PORTUGAL 296 1 1 0 298
Equity Restaurants 295 1 1 0 297
Pizza Hut 105 1 106
MIT+Ribs 3 3
Pans 40 1 41
Burger King 9 9
KFC રેદે 56
Pasta Caffé 1 1
Quiosques 8 8
Taco Bell 16 16
Coffee Shops 25 25
Catering 9 9
Concessions & Other 23 23
Franchise Restaurants 1 1
SPAIN 179 1 9 5 184
Equity Restaurants 116 1 9 1 125
Pizza Móvil 12 12
Pizza Hut 3 3
Burger King 0 0
Pans 29 29
Ribs 13 13
FrescCo 2 1 1
KFC 4 1 5
Concessions 53 9 62
Franchise Restaurants 63 0 0 4 ਦਰੇ
Pizza Móvil 4 4
Pans 36 1 35
Ribs 16 1 15
FrescCo 3 1 2
SantaMaria 4 1 3
ANGOLA 10 0 0 10
KFC 9 9
Pizza Hut 1 1
Other Locations - Franchise 2 0 0 0 2
Pans 2 2
Total Equity Restaurants 421 2 10 1 432
Total Franchise Restaurants ୧୧ 0 0 4 62
TOTAL 487 2 10 5 494

Despite the challenging context, resulting from the impact of food inflation and increased consumer price sensitivity, the high growth in activity during the semester allowed to mitigate the pressure on the cost structure, particularly in terms of gross margin.

The continued operations operating income at the end of the first six months amounted to 7.9 million Euros, which compares with 4.5 million Euros in the same period of 2022.

(million euros) 1H 2023
Continued
Operations
1H 2022
Continued
Operations
var.
Turnover 192,7 148,5 29,7%
Cost of sales 46.9 24.3% 35.1 23.6% 33,5%
gross margin % 75,7% 76,4% -0.7 p.p.
External supplies and services 57,5 29,9% 46,3 31,2% 24,3%
Personnel costs 60.1 31,2% 48.3 32.5% 24,5%
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA
22,3 11,6% 16,9 11,4% 31,7%
Other income/operating costs -2,0 -1,1% -2,5 -1,7% -18,6%
Operating Income 7,9 4,1% 4,5 3,0% 77,4%
margin 4,1% 3,0% +1.1 p.p.
Ebitda 30,2 15,7% 21,4 14,4% 41,2%
margin 15,7% 14,4% +1.3 p.p.
Financial Results -4.0 -2,1% -3,3 -2,2% 20,6%
Profi before tax 4,0 2,1% 1,2 0,8% 234,5%
Income tax -0.8 -0.4% -0.4 -0.2% 134,2%
Net profit 3,1 1,6% 0,8 0,6% 276,7%

Turnover amounted to 192.7 million Euros, 30% higher than the 148.5 million Euros in the same period of 2022, with more 9% directly operated restaurants.

Gross margin was 75.7% of turnover, 0.7 p.p. lower than in the first half of 2022, evidencing the increased pressure on raw material prices not directly translated into sales prices.

Still during the transition process of the operation of the Burger King restaurants, sold in November 2022, the group ensured the supply of raw materials until mid-January, with a penalty of 0.2 p.p. in the margin for the semester.

The recovery of activity, in parallel with strict management of worked hours, allowed to achieve productivity gains and incurring a 25% increase in Staff costs, with the weight of this cost representing now 31.2% of the turnover (1H22: 32.5%).

External Supplies and services costs increased 25%, representing 29.9% of turnover, which represents a reduction of 1.3 p.p. compared to the same period of 2022. The recovery in traffic and the consequent increase in rents at the concession airports in Spain contributed to this increase, which, with the exception of the airports in Menorca (having

reached 2019 traffic in 2022) and the new concession contracts of Lanzarote and Madrid (starting in January and May, respectively), are not relevant for the purposes of applying IFRS16 until they reach the annual traffics of 2019.

Other operating income and costs in the total amount of 2.0 million Euros, represent a reduction of 0.5 million Euros compared to the same period of 2022, a difference that is mainly explained by:

  • increase in revenues related to contracts with suppliers in the amount of 1.5 million euros;
  • increase in the net cost related with exchange rate differences in the amount of 1.3 million euros, mainly due to the exchange rate devaluation that occurred from May 2023 in Angola;
  • non-recurring compensation, occurring in the first half of 2022, relating to a claim in Spain worth 0.6 million euros.

Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA in the first half amounted to 22.3 million Euros, which compares with 16.9 million euros of the same period of 2022, of which 13.5 million correspond to amortization of rights of use.

Therefore EBITDA in the first half amounted to 30.2 million Euros, an increase of 41% compared to the same period of 2022.

Continued operations EBITDA margin stood at 15.7% of turnover, which compares with 14.4% in the same period in 2022.

The new contracts in Lanzarote and Madrid airports in the first half of 2023 contributed to EBITDA with an amount of 2.6 million euros, which mainly results from the application of IFRS16 to these new lease agreements. Eliminating this effect would result in a 14.3% EBITDA margin.

The Financial Results in the first six months of the year were negative by 4.0 million Euros, 0.8 million Euros higher compared to the first half of 2022.

(million euros) 1H 2023
Continued
Operations
1H 2022
Continued
Operations
var.
Financial Results -4.0 -2,1% -3,3 -2.2% 20,6%
Financial expenses and losses -6.5 -3.4% -3.7 -2.5% 76.8%
Financial income and gains 2.5 1.3% 0.5 0.3% 431.4%
Gains (losses) in associated and joint controlled sub. - Equity method 0.1 0.0% -0.1 -0.1% 176.9%

Financial expenses and losses totalled 6.5 million Euros, which represents an increase of 2.8 million Euros compared to the first half of 2022. A part of these expenses and losses corresponds to interest with leases in the amount of 4.0 million Euros (2.0 million Euros in the first half of 2022), of which 1.5 million euros correspond to leases interest on new contracts at Lanzarote and Madrid airports.

Net interest supported and commissions related to financing reached a total of 1.9 million Euros, which equals an average debt cost of 5.8%, reflecting the increase in reference rates and fixed commissions inherent to the lines unused.

Profit before taxes in the amount of 4.0 million euros was penalized by the start of new concession agreements, to operate on a provisional basis at Lanzarote and Madrid airports, which represent a negative impact in the amount of 1.3 million euros.

Total Assets amounted to 660.2 million Euros and Equity stood at 353.6 million Euros, representing 54% of total assets.

CAPEX amounted to 7.7 million Euros. 6.2 million Euros incurred in the implementation of the expansion program and the remaining were incurred in the remodelling and modernization of restaurants.

Additionally, a financial investment was made in a capital increase of the Spanish company Medfood, which indirectly operates 31 KFC restaurants in Spain, for an amount of 3 million Euros, with the option of acquiring the entire capital or exiting for the amount invested with monetary correction, a decision that should be taken until the end of this year.

Current liabilities amount to 124.2 million Euros, of which 25.5 million correspond to liabilities for leases and 16.4 million Euros to current loans. Regarding to current loans, the Group has 48 million Euros related to commercial paper and unused contracted credit lines.

Consolidated liabilities reached 306.6 million Euros on June 30, 2023, which represents an increase of 38 million Euros compared to the final result in 2022.

On June 30, 2023, Equity stood at 353.5 million Euros, 30 million Euros lower than at the amount at the end of 2022, reflecting the dividend payment for the financial year of 2022.

Consolidated Financial Position
(million euros)
30/06/2023 31/12/2022 Var.
Total Assets 660,2 652,6 7,5
Total Equity 353,6 383,7 -30.1
Loans 39,9 70,1 -30.2
Liability for leases 174.9 90,9 84.0
Other liabilities 91,8 108,0 -16.2
Total Equity and Liabilities 660,2 652,6 7,5

The share capital was reduced by the extinction of own shares on June 23rd from 46.000.000 Euros to the amount of 42.359.577 Euros.

At the end of the first half of 2023, net debt (including liability for leases) amounted to 46 million Euros, 125 million Euros higher than the negative amount outstanding at the end of 2022 (-79 million Euros), of which 91 million correspond to lease liabilities for new agreements at airports. Consequently, there is a "Gearing" of 11% (-26% in 2022).

(million euros) 30/06/2023 31/12/2022 var.
Total loans 39,9 70.1 -30,2
Cash and bank deposits -167,2 -237,1 -69.9
Other current and non-current liabilities -1.8 -3.1 -1,3
Net Bank Debt -129,1 -170.1 41,0
Liability for leases 174.9 90,9 84.0
Net Debt 45,8 -79,2 125.0
Equity 353.6 383.7 -30.1
Gearing (Net Debt/Net Debt + Equity) 11% -26%

Despite the upward revision to the growth projections of the Portuguese economy for 2023 by the Bank of Portugal, largely supported by the tourism and showing a greater resilience than other countries in the euro zone, a slowdown in growth is expected until the end of the year.

The IMF forecasts for 2023 point to a GDP growth of 1.0% in Portugal and 1.5% in Spain, with inflation rates at around of 5%, and interest rates that remain on an upward trend, after the successive increases since 2022 to stop inflation rising.

As of today, there are already negative signs in terms of consumer confidence, with a downward adjustment in August in Portugal, similar to what has already been happening in the euro zone since January 2023, which represents additional uncertainties in a context of fragility on household disposable income and the consequent impact on private consumption.

This uncertainty will translate into a difficulty in fully reflecting the increase in the price of raw materials, with consequent impact on margins, so that once again a challenging second half is approaching for our teams and portfolio brands, in terms of maintaining volumes and market shares.

It is also planned to begin the conversion of new concession restaurants at Lanzarote, Madrid and Tenerife airports, with the profitability of operations at these airports being penalized until the conversion of all restaurants into the definitive formats and concepts is concluded.

In terms of expansion of our operations, we will continue with the expansion plans for the Pizza Hut, KFC and Taco Bell brands, as well as the start of Pret A Manger operations, namely during the course of the new airport concessions in Madrid and Tenerife.

Subsequent Events

Disposal of Burger King Operation

Under the terms of the SPA, the amount of the final net debt was determined by an independent expert, whose conclusions in the final report do not imply a significant change to the management estimates, reflected in the 2023 and 2022 financial statements.

Porto, 18th September 2023

_____________________________________ 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 2023 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

Own Shares

Under the terms defined in caption d) of no. 5 of article 66º of the Commercial Companies Code, we hereby declare that, during the first half of 2023, the company registered the reduction of share capital by extinguishing 3.640.423 own shares and acquired 8.678 shares at June 30, as part of the start of the own share buyback program, in accordance with resolutions approved at the General Meeting on May 26, 2023.

As of June 30, 2023, Ibersol SGPS, SA hold 8.678 own shares, acquired at an average price of 6.76 Euros and representing 0.02% of the share capital.

On September 14, 2023 the company held 256.387 own shares for the amount of 1.751.221 Euros, representing 0.61% of the share capital.

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 2023:

Shareholders nº shares % share capital
ATPS - SGPS, S.A. (*)
Directly 26 004 204 61,39%
António Alberto Guerra Leal Teixeira 3 314 0,01%
António Carlos Vaz Pinto Sousa 3 314 0,01%
Total attributable 26 010 832 61,40%
Magallanes Value Investors SGIIC
Total attributable 2 307 325 5,45%
Bestinver Gestion SGIIC
Total attributable 2 952 951 6,97%
FMR LLC
Fidelity Managemment & Research Company LLC 1 529 492 3,61%
Cobas Asset Management SGIIC
Total attributable 1 192 700 2,82%

(*)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: Sales
shares avg price shares avg price 30.06.2023
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
30/03/2023 181 6 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 30/03/2023 181
6.30
26 004 204

Transactions made by persons discharging managerial responsibilities

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsibilities and people closely connected with them during the first half of 2023.

Results and Other Interim Income
Turnover Sales + Services Rendered
Sales Sales of Restaurants + Sales of Merchandise
Sales of Restaurants Sales of directly operated restaurants
Retail Sales Sales of restaurants - Concessions and Catering Sales
Sales of Merchandise Sales of goods to third parties and franchisees
Gross Margin Sales + Services Rendered - Cost of Sales
EBIT Margin EBIT / Turnover
EBITDA Margin EBITDA / Turnover
EBIT (Earnings before Interest and Taxes) Operacional 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
Financial Position
Capex Tangible and intangible assets additions
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 Income 15
Condensed Statement of Interim Consolidated Financial Position 16
Condensed Statement of Interim Consolidated Cash Flows 17
Condensed Statement of Interim Consolidated Changes in Equity 18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19
1.
Presentation and Structure of the Group 19
1.1.
Ibersol Group Subsidiaries 20
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 information 21
2.1.
Bases of presentation 21
2.1.1.
Approval of the financial statements 21
2.1.2.
Accounting standards 22
2.1.3.
Measurement basis 22
2.1.4.
Comparability 22
2.1.5.
Presentation currency and transactions in foreign currency 22
2.2.
New standards, amendment and interpretation 23
3.
Operational Risk Management 26
3.1.
Risks of the global context 26
3.2.
Risks of development and franchise agreements 26
3.3.
Quality and food safety risks 27
3.4.
Price Risk 27
4.
Operational Performance 27
4.1.
Revenue 27
4.2.
Segment reporting 28
4.3.
Operating income and expenses 30
4.3.1.
Other operating income/(expenses) 30
5.
Working Capital 30
5.1.
Accounts receivable 30
5.1.1.
Other debtors 32
5.2.
Accounts payable 32
5.2.1.
Suppliers 33
5.2.2.
Accrued expenses 33
6.
Investments 33
6.1.
Goodwill 33
6.2.
Intangible assets 34
6.3.
Property, plant and equipment 35
6.4.
Right of use assets 35
6.5.
Depreciation, amortization and impairment losses on non-financial assets 36
6.6. Investment Property 37
7. Financing 37
7.1. Equity 37
7.1.1. Share capital 37
7.1.2. Own shares 37
7.1.3. Dividends 37
7.1.4. Earnings per share 37
7.2. Bank Debt 38
7.3. Lease liabilities 39
7.4. Treasury Bonds 39
7.5. Cash and Bank deposits 40
7.6. Financial activity result 40
8. Current and Deferred Taxes 40
8.1. Current income tax 40
8.1.1. Current tax recognized in the income statements 40
8.1.2. Current tax recognized in the statement of financial position 41
8.2. Deferred taxes 41
8.2.1. Deferred tax assets 41
8.2.2. Deferred tax liabilities 42
9. Other Provisions and Contingencies 42
9.1. Contingent assets and liabilities 42
10. Commitments not included in the consolidated statement of financial position 42
10.1. Guarantees 43
11. Transactions with related parties 43
12. Subsequent Events 44

Condensed Statement of Interim Consolidated Income and Other Comprehensive Income

For the six-months periods ending 30 June 2023 and 2022

for the SIX months period
ended 30 June
Notes 2023 2022
Restated
Sales 4.1. 190 755 739 147 602 786
Rendered services 4.1. 1 915 591 942 622
Cost of sales -46 862 005 -35 095 756
External supplies and services -57 528 461 -46 280 980
Payrolll costs -60 105 741 -48 277 724
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA
6.5. -22 288 530 -16 928 315
Other operating gains (losses) 4.3. 2 039 432 2 505 438
Operating Income 7 926 025 4 468 071
Financial expenses and losses 7.6. -6 486 958 -3 669 918
Financial income and gains 7.6. 2 471 948 465 196
Gains (losses) in associated and joint controlled sub. - Equity method 58 943 -76 689
Profit before tax from continuing operations 3 969 958 1 186 660
Income tax 8.1.1. -821 107 -350 670
Net profit from continuing operations 3 148 851 835 990
Discontinued operation
Profit (loss) from discontinued operations, net of tax 579 905 2 874 427
TOTAL COMPREHENSIVE INCOME 3 728 756 3 710 417
Another integral result
Net exchange differences -4 213 867 3 537 789
CONSOLIDATED COMPREHENSIVE INCOME -485 111 7 248 206
Consolidated net profit attributable to:
Shareholders of parent company
Continued operations 3 184 936 836 031
Discontinued operations 579 905 2 874 427
Non-controlling interests
Continuing operations -36 085 -41
Discontinued Operations 0 0
3 728 756 3 710 417
Consolidated comprehensive income attributable to:
Shareholders of parent company
Continued operations -1 028 931 4 373 820
Discontinued operations 579 905 2 874 427
Non-controlling interests
Continuing operations -36 085 -41
Discontinued Operations 0 0
-485 111 7 248 206
Earnings per share:
Basic
7.1.1.
Continuing Operations 0,08 0,02
Discontinued Operations 0,01 0,07
Diluted
Continued operations 0,08 0,02
Discontinued Operations 0,01 0,07
Porto, 18th September 2023 The Board of Directors,

Condensed Statement of Interim Consolidated Financial Position

ASSETS Notes 30/
06/
2023
31/
12/
2022
Non-current
Goodwill 6.1. 54 391 775 54 391 775
Intangible Assets 6.2. 27 139 772 26 862 783
Property, plant and equipment 6.3. 124 725 628 130 540 302
Assets under rights of use 6.4. 171 656 019 89 927 682
Investment property 6.6. 12 990 030 8 470 400
Investments in Associates and Joint Ventures 1.2. 6 146 864 3 087 921
Debt instruments at amortised cost 7.4. 1 099 004 2 477 133
Non-current Receivables 5.1. 16 399 020 14 727 489
Deferred Tax Assets 8.2.1. 11 328 366 9 989 258
Total non-current assets 425 876 479 340 474 744
Current Assets
Inventories 12 150 713 13 084 136
Income tax recoverable 8.1.2. 456 561 109 587
Debt instruments at amortised cost 7.4. 684 144 591 725
Current receivables 5.1. 47 897 277 55 820 271
Cash and bank deposits 7.5. 167 228 898 237 132 629
Total current assets 228 417 593 306 738 348
Group of assets classified as held for sale 5 876 692 5 428 897
Total Assets 660 170 764 652 641 989
EQUITY
Share capital
Share capital 7.1.1. 42 359 577 46 000 000
Own shares 7.1.2. -58 663 -11 410 227
Share premium 29 900 789 29 900 789
Currency translation reserve -14 302 318 -10 088 451
Legal reserve 4 236 428 1 976 081
Retained earnings and other reserves 287 580 812 167 521 938
Net profit for the year 3 764 841 159 875 149
Equity attributable to shareholders of Ibersol 353 481 466 383 775 279
Non-controlling Interests 114 971 -81 719
Total Equity 353 596 437 383 693 560
LIABILITIES
Non-current liabilities
Borrowings 7.2. 23 496 682 46 234 860
Lease liabilities 7.3. 149 446 802 70 113 338
Deferred tax liabilities 8.2.2. 4 705 557 4 303 563
Other provisions 2 530 869 2 530 869
Non-current payables 5.2. 143 149 43 149
Total non-current liabilities
Current Liabilities
180 323 059 123 225 779
Borrowings 7.2. 16 387 231 23 847 026
Lease liabilities 7.3. 25 461 748 20 760 371
Current payables 5.2. 80 228 476 98 821 242
Income tax payable 8.1.2. 2 121 944 413 865
Total current liabilities 124 199 399 143 842 504
Liabilities directly associated with the group of assets classified as held for sale
2 051 869 1 880 146
Total Liabilities 306 574 328 268 948 429
Total Equity and Liabilities 660 170 764 652 641 989

Porto, 18th September 2023 The Board of Directors,

Condensed Statement of Interim Consolidated Cash Flows

For the six-months periods ending 30 June 2023 and 2022

Note 2023 2022
Cash Flows from Operating Activities
Receipts from clients 209 160 868 241 057 989
Payments to supliers -108 745 089 -117 125 745
Staff payments -57 537 207 -70 382 475
Flows generated by operations 42 878 572 53 549 769
Payments/receipt of income tax -501 517 -721 614
Other paym./receipts related with operating activities -15 751 117 -7 299 701
Flows from operating activities (1) 26 625 938 45 528 454
Cash Flows from Investment Activities
Receipts from:
Financial investments 87 988 134 366
Tangible fixed assets 5 051 -
Interest received 2 315 424 285 187
Other financial assets 91 227 53 296
Payments for:
Financial investments -3 158 073 -346 963
Other financial assets - -
Tangible fixed assets -14 996 667 -19 816 379
Intangible assests -2 497 264 -2 964 436
Flows from investment activities (2) -18 152 314 -22 654 929
Cash flows from financing activities
Receipts from:
Loans obtained 7.2. 3 402 531 5 167 928
Payments for:
Loans obtained 7.2. -33 568 300 -32 310 475
Rental debt 7.3. -11 413 413 -10 812 798
Interest from loans and similar costs -2 377 506 -2 146 929
Interest from lease contracts 7.3. -4 039 996 -3 924 562
Dividends paid -29 651 704 -5 724 002
Acquisition of own shares -58 663 -
Flows from financing activities (3) -77 707 051 -49 750 839
Change in cash & cash equivalents (4)=(1)+(2)+(3) -69 233 428 -26 877 314
Effects of exchange rate differences -670 303 1 136 626
Effect of variation in perimeter - -324 186
Cash & cash equivalents at the start of the period 237 132 629 96 968 003
Cash & cash equivalents at end of the period 7.5. 167 228 898 70 903 129

Porto, 18th September 2023 The Board of Directors,

Condensed Statement of Interim Consolidated Changes in Equity

For the six-months periods ending 30 June 2023 and 2022

Other
Note Share
Capital
Own Shares Share
Premium
Legal
Reserves
Translation
Reserve
Reserves &
Retained
Earnings
Net
Profit
Total Non-controlling
interests
Total Equity
Balance as at 1 January 2022 46 000 000 -11 180 516 29 900 789 1 751 081 -11 331 432 142 053 271 31 379 907 228 573 100 90 482 228 663 582
Changes for the period:
Application of the 2021 consolidated result:
Transfer to reserves and retained earnings 225 000 31 154 907 -31 379 907 - -
Liquidation of subsidiaries 170 245 170 245 -170 245 -
Conversion reserves - Angola 3 537 789 3 537 789 3 537 789
Consolidated net profit for the six months
period ending 30 June 2022
3 710 458 3 710 458 -41 3 710 417
Total changes for the period - - - 225 000 3 537 789 31 325 152 -27 669 449 7 418 492 -170 286 7 248 206
Consolidated net profit 3 710 458 3 710 458 -41 3 710 417
Consolidated comprehensive income 7 248 247 -41 7 248 206
Transactions with equity holders in the period
Application of consolidated net profit for 2021:
Dividends distributed 7.1.3. -5 724 002 -5 724 002 -5 724 002
Balance on 30 June 2022 46 000 000 -11 180 516 29 900 789 1 976 081 -7 793 643 167 654 421 3 710 458 230 267 591 -79 804 230 187 787
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 in the period:
Application of consolidated result 2021:
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 - -
Own shares acquisition 7.1.2. -58 663 -58 663 -58 663
Conversion reserves - Angola -4 213 867 -4 213 867 -4 213 867
Recognition of minority interest subsidiaries -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
Application 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Presentation and Structure of the Group

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 494 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FrescCo, SantaMaría, Kentucky Fried Chicken, Burger King, Pans Café, Pizza Móvil, Miit, Taco Bell, Sol, Silva Carvalho Catering and Palace Catering, Goto Café and others. The group has 432 units which it operates and 62 units under a franchise contract. Of this universe, 298 are based in Portugal, of which 297 are owned and 1 franchised, and 184 are based in Spain, spread over 125 own establishments and 59 franchisees, and 10 in Angola and 2 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 L.E.I.: 501 669 477

Ibersol SGPS parent company and ultimate parent entity is ATPS - SGPS, S.A.

1.1. Ibersol Group Subsidiaries

For the periods ended 30 June 2023 and 31 December 2022, 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/23 Dec/22
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%
Iberespana Central de Compras, A.I.E. Vigo - Espanha 100% 100%
Eat Tasty, S.L. Madrid 84% 84%

1.2. Ibersol Group's joint ventures and associates

For the periods ended 30 June 2023 and 31 December 2022 the Group owns the associated company Ziaicos - Serviços e Gestão, Lda and the joint venture UQ Consult - Serviços de Apoio à Gestão, S.A., both based in Porto, and included in the consolidation using the equity method, whose proportion of the share capital is 40% and 50% respectively.

In June, a financial investment of 3 million euros was made in a capital increase of the Spanish company Medfood, which indirectly operates 31 KFC restaurants in Spain, with the Group now holding 40% of the share capital of this company. It was decided that, subject to certain conditions and the completion of due diligence processes, Ibersol could make an offer to acquire the remaining share capital or opt to exit for the amount invested with monetary correction. This decision should be made by the end of the year.

As at June 30, 2023, this investment is measured using the equity method.

1.3. Changes in the consolidation perimeter

Acquisition of new companies

In the six months period ended 30 June 2023, in addition to the above, there were no acquisitions of subsidiaries

In the year ended 31 December 2022 the subsidiary Food Orchestrator was acquired, by subscription of 83.7% of its share capital.

Disposals

In the six months period ended 30 June 2023 there were no disposals s of subsidiaries

On 30 November 2022, the Group sold the subsidiaries Iberking, Restauração S.A. and Lurca S.A.U.

Other changes in the consolidation perimeter

Liquidation of subsidiary

With reference to 13 January 2022, the subsidiary Cortsfood, SL was liquidated.

Merge of subsidiaries

With reference to 1 August 2022, the subsidiaries Ibersol Hotelaria e Turismo, Asurebi and Eggon were merged into the subsidiary Ibersol Restauração, S.A..

Incorporation of subsidiaries

With reference to 30 December 2022, the subsidiary IBERESPANA CENTRAL DE COMPRAS A.I.E., a purchasing center in Spain, was constituted, which will replace PANSFOOD, FOODSTATION, VIDISCO Y LURCA UTE, extinguished on 31 December 2022.

2. Basis of preparation of the financial information

Introduction

The amounts related to the Burger King operation, concerning both the restaurants already sold and the restaurants to be transferred under this operation ("carve ins") are presented in the consolidated statement of income and other comprehensive income as "discontinued operations". The comparatives for the year 2022 have also been restated to include the Burger King activity as discontinued operations.

2.1. Bases of presentation

2.1.1. Approval of the financial statements

The financial statements were approved by the Board of Directors and authorized for issue on 18 September 2023.

2.1.2. Accounting standards

These condensed consolidated interim financial statements were 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 2022.

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 2023, 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 2022 financial statements have been omitted, either because they have not changed or because they are not materially relevant to understanding these interim financial statements.

2.1.3. Measurement basis

The consolidated financial statements were prepared on a going concern basis, under the historical cost convention, changed to fair value in the case of derivative financial instruments.

The preparation of the financial statements requires estimates and management judgments.

2.1.4. Comparability

The consolidated financial statements are comparable in all material respects with the prior year, considering the effects of the restatement arising from what was referred to in the Introductory Note.

2.1.5. Presentation currency and transactions in foreign currency

2.1.5.1. Presentation currency

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 2023 and 31 December 2022, were respectively:

jun/23
Euro exchange rates Rate on30 June Average interest
(x foreign currency per 1 Euro) 2023 rate June 2023
Kw
anza de Angola (AOA)
896,057 593,472
Dec/22
Euro exchange rates Rate on 31 Average interest
(x foreign currency per 1 Euro) December 2022 rate year 2022
Kw
anza de Angola (AOA)
537,634 484,262

2.2. New standards, amendment and interpretation

Standards Change Date of
application
Recently issued pronouncements already adopted by the Group in the preparation of the financial statements
are the following
Amendments to IAS 1
Presentation of Financial
Statements and IFRS Practice
Statement 2: Disclosure of
Accounting policies
Following feedback that more guidance was needed to help
companies decide what accounting policy information should be
disclosed, the Board has today issued amendments to IAS 1
Presentation
of
Financial
Statements
and
IFRS
Practice
Statement 2 Making Materiality Judgements.
The key amendments to IAS 1 include: i) requiring companies to
disclose their material accounting policies rather than their
significant accounting policies; clarifying that accounting policies
related to immaterial transactions, other events or conditions are
themselves immaterial and as such need not be disclosed; and
clarifying that not all accounting policies that relate to material
transactions, other events or conditions are themselves material
to a company's financial statements.
1 January 2023
The Board also amended IFRS Practice Statement 2 to include
guidance and two additional examples on the application of
materiality to accounting policy disclosures. The amendments
are consistent with the refined definition of material:
"Accounting policy information is material if, when considered
together with other information included in an entity's financial
statements, it can reasonably be expected to influence decisions
that the primary users of general purpose financial statements
make on the basis of those financial statements".
Amendments to IAS 8 Accounting
policies, Changes in Accounting
Estimates and Errors: Definition
of Accounting Estimates
The IASB has issued amendments to IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors to clarify how
companies should distinguish changes in accounting policies
from changes in accounting estimates, with a primary focus on
the definition of and clarifications on accounting estimates.
The amendments introduce a new definition for accounting
estimates: clarifying that they are monetary amounts in the
financial
statements
that
are
subject
to
measurement
uncertainty.
The
amendments
also
clarify
the
relationship
between
accounting policies and accounting estimates by specifying that
a company develops an accounting estimate to achieve the
objective set out by an accounting policy. The effects of changes
in such inputs or measurement techniques are changes in
accounting estimates.
1 January 2023
The amendments are effective for periods beginning on or after
1 January 2023, with earlier application permitted, and will apply
prospectively to changes in accounting estimates and changes in
accounting policies occurring on or after the beginning of the
first annual reporting period in which the company applies the
amendments.
The IASB (' the Board') issued amendments to IAS 12 - 'Income
Taxes', on 7 May 2021.
Amendments to IAS 12: deferred
tax related to assets and
liabilities arising from a single
transaction
The amendments require companies to recognise deferred tax
on transactions that, on initial recognition, give rise to equal
amounts of taxable and deductible temporary differences.
In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities
for the first time. Previously, there had been some uncertainty
about whether the exemption applied to transactions such as
leases and decommissioning obligations—transactions for which
companies recognise both an asset and a liability. The
amendments clarify that the exemption does not apply and that
companies are required to recognise deferred tax on such
transactions. The aim of the amendments is to reduce diversity
in the reporting of deferred tax on leases and decommissioning
obligations.
1 January 2023
IFRS 17 – Insurance Contracts The IASB issued on 18 May 2017 a standard that superseded
IFRS 4 and completely reformed the treatment of insurance
contracts. The standard introduces significant changes to the
way in which the performance of insurance contracts is
measured and presented with various impacts also at the level of
the financial position. The standard expected to be effective for
annual periods beginning on or after 1 January 2023
1 January 2023
Amendments to IFRS 17 -
Insurance contracts: Initial
Application of IFRS 17 and IFRS 9
– Comparative Information
The International Accounting Standards Board (IASB) has issued
a narrow-scope amendment to the transition requirements in
IFRS 17 - Insurance Contracts, providing insurers with an option
aimed at improving the usefulness of information to investors on
initial application of the new Standard.
The amendment does not affect any other requirements in IFRS
17.
IFRS 17 and IFRS 9 Financial Instruments have different
transition requirements. For some insurers, these differences can
cause temporary accounting mismatches between financial
assets and insurance contract liabilities in the comparative
information they present in their financial statements when
applying IFRS 17 and IFRS 9 for the first time.
The amendment helps insurers to avoid these temporary
accounting mismatches and, therefore, improve the usefulness
of comparative information for investors.
1 January 2023
Standards Change Date of
application
Recently Issued pronouncements that are not yet effective for the Group
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.
The amendments are effective for annual reporting periods
beginning on or after 1 January 2024, with earlier application
permitted.
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
Standards Change Date of
application
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.
1 January 2024
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
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.
Amendments to IAS 12 –
International Tax Reform – Pillar
Two Model Rules
On 23 May 2023, the IASB issued International Tax Reform—
Pillar Two Model Rules – Amendments to IAS 12 to clarify the
application of IAS 12 Income Taxes to income taxes arising from
tax law enacted or substantively enacted to implement the OECD
Pillar Two model rules.
The amendments introduce:
-
A mandatory temporary exception to the accounting
for deferred taxes arising from the jurisdictional implementation
of the Pillar Two model rules; and
-
Disclosure requirements for affected entities to help
users of the financial statements better understand an entity's
exposure to Pillar Two income taxes arising from that legislation,
particularly before its effective date.
-
The mandatory temporary exception – the use of which
is required to be disclosed – applies immediately. The remaining
disclosure requirements apply for annual reporting periods
beginning on or after 1 January 2023, but not for any interim
periods ending on or before 31 December 2023.
1 January 2024

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 2023 did not result in significant impacts on the consolidated financial statements.

The adoption of the new standards and interpretations already endorsed by the EU and of mandatory application on 1 January 2024, as well as of the new standards and interpretations not yet endorsed by the EU is not expected to have a material impact on the Group's consolidated financial statements.

3. Operational Risk Management

3.1. Risks of the global context

The Ibersol Group attaches particular importance to the global geopolitical context, namely, changes in the global supply chains of food products, which have consequences on the operations and profitability of the business.

The upward trend in energy and fossil fuel prices, which induce food prices increases, also affect the profitability of business in the restaurant sector.

3.2. Risks of development and franchise agreements

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.

3.3. Quality and food safety risks

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.

3.4. Price Risk

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.

4. Operational Performance

4.1. Revenue

The revenue from contracts with customers is presented as follows:

2023 2022
Catering sales 189 605 691 236 692 359
Restaurant sales 177 942 762 228 911 776
Event catering sales 8 418 326 5 229 647
Concession catering sales 3 244 604 2 550 935
Merchandise sales to franchisees 6 510 677 4 476 956
Total sales 196 116 368 241 169 315
Services Rendered 1 915 591 942 622
Franchise royalties 948 899 859 374
Other 966 692 83 248
Turnover Continuing Operations 198 031 959 242 111 937
Turnover Discontinued Operations (note 6.7) -5 360 629 -93 566 529
Turnover 192 671 330 148 545 408

After a start to the first half of the year with robust growth in continuing operations, still due to the impact of the Omnicrom variant in the first quarter of 2022, in the second quarter of 2023, despite the challenging economic context, the group recorded a positive performance across the portfolio of brands and geographies in which it operates.

4.2. Segment reporting

SEGMENT
Restaurants Counters Concessions,
Travel and
Catering
Brands
Pizza Hut KFC SOL (AS)
Pasta Caffe Taco Bell Concessions
Pizza Móvil Miit Catering
FresCo Pans & Co. Convenience
Ribs Sta Maria Pans Café stores
Goto Café Travel

Ibersol's Management monitors the business based on the following segments:

DETAILED INFORMATION REGARDING OPERATING SEGMENTS

Restaurants Counters Concessions, Travel and
Catering
Others, eliminations
and adjustments
Total Group
jun/
23
jun/
22
jun/
23
jun/
22
jun/
23
jun/
22
jun/
23
jun/
22
jun/
23
jun/
22
Turnover 51 597 474 46 480 171 68 464 055 53 271 872 69 630 236 48 654 281 2 979 564 139 085 192 671 330 148 545 408
Operating profit minus amortisation, deprec.
and impairment losses
6 946 780 7 461 949 12 744 288 8 609 116 10 352 968 5 361 979 170 518 -36 657 30 214 555 21 396 387
Amortisation, depreciation and impairment
losses
-4 819 911 -5 486 464 -9 242 995 -7 328 102 -7 445 355 -3 549 470 -780 269 -564 280 -22 288 530 -16 928 315
Operating profit 2 126 868 1 975 484 3 501 292 1 281 015 2 907 613 1 812 509 -609 750 -600 937 7 926 025 4 468 072
Financial profit (loss) -4 015 010 -3 204 722
Other non-operating gains (losses) 58 943 -76 689
Income tax for the period -821 107 -350 670
Consolidated net profit 3 148 851 835 990
jun/
23
Dec/
22
jun/
23
Dec/
22
jun/
23
Dec/
22
jun/
23
Dec/
22
jun/
23
Dec/
22
Total allocated assets 89 188 465 91 896 930 175 245 245 183 447 497 169 361 844 83 279 920 5 877 515 7 153 239 439 673 069 365 777 586
Total allocated liabilities 46 730 215 54 157 982 94 784 348 111 840 362 116 699 811 26 414 682 1 648 538 1 736 089 259 862 913 194 149 115

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
segments
jun/ 23 Dec/
22
Assets Liabilities Assets Liabilities
Deferred Taxes 11 328 366 4 705 557 9 989 258 4 303 563
Income tax 456 561 2 121 944 109 587 413 865
Net Financing 167 228 898 39 883 913 237 132 629 70 081 886
BK sale receivable amount 32 974 762 - 32 974 762 -
Non-current accounts receivable 579 095 - 501 388 -
Investments in associates and joint ventures 6 146 864 - 3 087 921 -
Debt instruments at amortised cost 1 783 149 - 3 068 858 -
Total 220 497 695 46 711 415 286 864 403 74 799 314
jun/ 23 Dec/ 22
Allocated by segment 439 673 069 259 862 913 365 777 585 194 149 115
Not allocated 220 497 695 46 711 415 286 864 403 74 799 314
Total Balance 660 170 764 306 574 328 652 641 989 268 948 429

INFORMATION BY GEOGRAPHY

Assets Liabilities Assets Liabilities
Allocated by segment 439 673 069 259 862 913 365 777 585 194 149 115
Not allocated 220 497 695 46 711 415 286 864 403 74 799 314
Total Balance 660 170 764 306 574 328 652 641 989 268 948 429
INFORMATION BY GEOGRAPHY
At 30 June 2023 the breakdown of revenues and non-current assets by geography is as follows:
30 June 2023 Portugal Angola Spain Group
Turnover 109 786 593 6 517 254 76 367 483 192 671 330
Tangible and intangible fixed assets 108 203 290 14 377 056 29 285 054 151 865 400
Right-of-Use Assets 44 590 211 247 094 126 818 714 171 656 019
Investment property 12 990 030 - - 12 990 030
Goodwill 6 604 503 130 714 47 656 558 54 391 775
Deferred tax assets - - 11 328 366 11 328 366
Investments in assoc. and joint ventures 6 146 864 - - 6 146 864
Non-current accounts receivable 7 579 095 - 8 819 925 16 399 020
Debt instruments at amortised cost - 1 099 004 - 1 099 004
Total non-current assets 186 113 993 15 853 868 223 908 617 425 876 479
29

4.3. Operating income and expenses

4.3.1. Other operating income/(expenses)

Other expenses and other operating income breakdown in 30 June 2023 and 2022 is presented as follows:

2023 2022
Other operating expenses
Direct/indirect taxes not affecting the operating activity 428 183 308 407
Losses on tangible fixed assets 7 370 44 628
Exchange differences 1 229 353 573 771
Stock losses 47 472 12 588
Membership fees, donations and gifts and inventory samples 91 823 61 276
Impairment adjustments (of receivables) 49 496 71 126
Other operating expenses 30 733 23 177
1 884 431 1 094 973
Other operating income
Operating subsidies 71 715 693
Supplementary income 3 434 539 1 907 630
Exchange differences 246 094 934 242
Compensation - 618 320
Impairment (reversal) of accounts receivable 106 510 60 000
Gains on tangible fixed assets 4 648 -
Investment subsidies 7 561 26 770
Other operating income 52 796 52 756
3 923 863 3 600 411

Other operating income / (expenses) 2 039 432 2 505 438

Supplementary income essentially derives from revenues related to contracts with suppliers and franchisees (Eat Out group).

Due to the devaluation of the Angolan currency as of May 2023, net charges for exchange rate differences increased by 1.3 million euros compared to the same period in 2022.

A compensation was received in the amount of 618,320 euros relating to the fire at the Alicante airport (amounts recorded under compensation).

5. Working Capital

5.1. Accounts receivable

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.

Note jun/
23
Dec/
22
Non-current accounts receivable
Non-current financial assets 579 095 501 388
Other accounts receivable 8 934 933 7 355 485
BK sale receivable amount 7 000 000 7 000 000
Accumulated impairment losses -115 008 -129 384
16 399 020 14 727 489
Current accounts receivable
Clients 6 715 281 17 442 675
State and other public entities 2 229 190 3 041 134
Other debtors 5.1.1. 7 485 799 6 165 750
BK sale receivable amount 25 974 762 25 974 762
Advances to suppliers c/a 220 025 247 487
Advances to suppliers of fixed assets 1 569 166 296 657
Accrued income 4 424 330 4 012 292
Expenses to be recognised 2 099 016 1 526 337
Accumulated impairment losses -2 820 292 -2 886 823
47 897 277 55 820 271
Total Accounts receivable 64 296 297 70 547 760

BK sale receivable amount (current and non-current)

Of the estimated amount receivable from the sale of BK, totaling 32,974,762 euros, 7,000,000 euros relate to the earn-out to be received for compliance with a program to extend certain contracts, to be completed in 2024, and are therefore presented as non-current.

Still in the process of concluding the sale of the subsidiaries Iberking, Restauração S.A. and Lurca S.A.U., under the price adjustment mechanism provided for in the purchase and sale agreement signed in November 2022, the values considered in the financial statements for 2022 and 30 June 2023 have been defined, already taking into account the results contained in the independent expert's final report, as described in note12.

Non-current financial assets

The balance relates essentially to the Labor Compensation Fund.

State and other public entities

The balance relates essentially to VAT recoverable in the amount of 2,196,557 euros at 30 June 2023 (3,041,087 euros in 2022)

5.1.1. Other debtors

On 30 June 2023 and 31 December 2022 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/
23
Dec/
22
Meal cards/aggregators 1 965 984 1 866 687
Deposits and bonds 329 731 1 064 483
Marketing and rappel 1 116 248 848 190
Debtors suppliers and others 2 648 318 1 377 361
Advances 173 067 131 447
Staff expenses 179 850 122 876
Credit sales 571 149 660 547
Continente card 501 451 94 160
Total 7 485 799 6 165 750

Meal card/aggregators

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 picking, checking and deposit. The aggregators transfer payments made on behalf of the restaurants within an average period of 15 days.

Marketing and rappel

The Marketing and rappel item corresponds to amounts invoiced to Suppliers at the end of the year.

5.2. Accounts payable

In the periods ended 30 June 2023 and 31 December 2022, the accounts payable item breaks down as follows:

follows:
Note jun/
23
Dec/
22
Non-current payables
Non-current payables 143 149 43 149
143 149 43 149
Current payables
Suppliers 5.2.1. 42 412 296 60 214 442
Accrued expenses 5.2.2. 26 325 641 23 469 782
Other creditors 4 544 460 5 977 098
State and other public entities 6 678 729 8 401 652
Income to be recognised 267 350 758 268
80 228 476 98 821 242
Total accounts payable 80 371 625 98 864 391

State and other public entities

The balance of the item State and other public entities results, essentially, from VAT payable (2,784,522 euros) and Social Security (2,798,908 euros).

5.2.1. Suppliers

The breakdown of suppliers on 30 June 2023 and 31 December 2022, is as follows:
jun/
23
Dec/
22
Suppliers - Incoming invoices 34 756 718 44 166 336
Suppliers - Invoices being received and checked 5 965 166 5 782 983
Suppliers of fixed assets - current account 1 690 412 10 265 123
Total accounts payable to suppliers 42 412 296 60 214 442

5.2.2. Accrued expenses

As at 30 June 2023 and 31 December 2022 the breakdown of accrued expenses, is as follows:
jun/
23
Dec/
22
Insurance payable 122 681 85 737
Accrued payroll 10 233 935 8 256 196
Rents and leases 8 832 496 9 559 234
External services rendered 6 688 733 5 237 673
Others 447 796 330 942
Total accrued expenses 26 325 641 23 469 782

The accrued expenses - rents and leases include the amount related to AENA rents from airports in Spain that are not relevant for lease liabilities.

6. Investments 6.1. Goodwill

Goodwill is allocated to each of the reportable segments as follows:

Goodwill is allocated to each of the reportable segments as follows:
jun/
23
Dec/
22
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:

Goodwill is in turn allocated to the following groups of homogeneous cash generating units:
jun/
23
Dec/
22
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

6.2. Intangible assets

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, these renewable for another 10 years at the option of the franchised.

At 30 June 2023, 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

Changes in Intangible assets

During the six months period ending in 30 June 2023 and in the year ending 31 December 2022, the movement in the value of intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Brands Other
Industrial
intangible
property
assets
Intangible assets
in progress
Total
01 January 2022 16 316 667 16 912 143 1 411 650 1 230 242 35 870 696
Changes to the consolidation perimeter - 447 026 - - 447 026
Currency translation - 2 649 - 18 885 21 534
Additions - 2 413 845 714 714 554 367 3 682 926
Decreases - -8 738 366 -152 760 -540 976 -9 432 102
Transfers - 208 008 -5 000 -98 546 104 462
Amortization of the year from discontinued
operations - -561 444 -1 866 - -563 310
Amortization for the year -1 100 000 -1 519 886 -312 405 - -2 932 291
Reversal of impairment - 17 339 - - 17 339
Transfer discontinued operations - -353 497 - - -353 497
31 December 2022 15 216 667 8 827 817 1 654 333 1 163 972 26 862 783
Currency translation - -12 513 - -48 955 -61 468
Additions - 721 015 - 1 212 426 1 933 441
Decreases - -25 255 -30 000 -26 600 -81 855
Transfers - 10 948 - -2 000 8 948
Amortization for the year -550 000 -883 240 -88 837 - -1 522 077
30 June 2023 14 666 667 8 638 772 1 535 496 2 298 843 27 139 772

Decreases in 2022 refer essentially to the effect of the sale of the Burger King business, in the amount of 9,386,910 euros.

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.

6.3. Property, plant and equipment

Changes in property, plant and equipment

During the six months period ending in 30 June 2023 and in the year ending 31 December 2022, the movement in the value of tangible fixed assets, as well as in the respective amortization and accumulated impairment losses, was as follows:

Land Buildings and
other
Equipment Other
tangible fixed
Other tangible Total
constructions assets fixed assets
01 January 2022 19 497 339 153 238 101 31 204 592 9 664 958 768 719 214 373 712
Currency translation 147 622 94 102 -28 478 -15 456 506 198 296
Additions 3 103 25 557 781 9 805 617 3 419 615 1 650 695 40 436 811
Decreases -1 308 187 -67 356 069 -13 986 649 -5 900 966 -706 538 -89 258 409
Transfers -3 661 214 -4 818 523 79 403 3 849 -306 942 -8 703 426
Depreciation charge for the year on discontinued operations - -3 707 595 -2 390 155 -834 229 - -6 931 979
Depreciation for the year -97 127 -8 832 192 -4 742 138 -1 113 791 - -14 785 248
Impairment for the year - -2 410 175 - - - -2 410 175
Reversal of impairment - 992 976 - - - 992 976
Transfer discontinued operations - -2 295 260 -732 862 -344 133 - -3 372 255
31 December 2022 14 581 536 90 463 145 19 209 331 4 879 846 1 406 440 130 540 302
Currency translation -371 218 7 315 127 404 76 182 -12 192 -172 509
Additions - 2 102 876 1 482 161 298 427 1 890 089 5 773 553
Decreases - -5 189 -47 614 -5 714 -13 133 -71 650
Transfers -3 484 496 -225 695 214 437 47 139 -681 323 -4 129 938
Depreciation for the year -23 613 -4 470 430 -1 978 591 -627 716 - -7 100 350
Transfer discontinued operations - -99 308 -11 052 -3 423 - -113 783
30 June 2023 10 702 209 87 772 714 18 996 076 4 664 741 2 589 881 124 725 628

The value of 2022 decreases essentially corresponds to the effect of the sale of Burger King, in the amount of 88,941,949 euros. The transfer to discontinued operations respects Burger King restaurants located in concessions, essentially Service Areas, whose sale is expected to be completed by the end of 2023..

The value of tangible assets in progress in the amount of €1.9M refers to investments incurred for future openings.

6.4. Right of use assets

Changes in right of use assets

During the three months period ending in 30 June 2023 and in the year ending 31 December 2022, 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 2022 128 125 587 5 881 809 4 496 619 367 138 138 871 153
Currency translation 93 857 - - - 93 857
Increases 41 567 014 10 423 997 765 62 218 42 637 420
Decreases -64 078 803 -35 172 -1 552 617 -159 620 -65 826 212
Transfers - 92 801 20 112 400 113 313
Depreciation of the year from discontinued operations -4 196 869 -3 999 -258 495 -21 527 -4 480 890
Depreciation for the year -17 793 551 -1 253 051 -690 927 -40 286 -19 777 815
Transfers from discontinued operations -1 703 145 - - - -1 703 145
31 December 2022 82 014 090 4 692 812 3 012 457 208 323 89 927 682
Currency translation -214 714 - - - -214 714
Increases 97 869 794 - - - 97 869 794
Decreases -1 743 279 - - - -1 743 279
Transfers - -395 402 -3 239 - -398 641
Depreciation for the year -12 459 525 -622 928 -347 598 -20 759 -13 450 810
Transfers from discontinued operations -334 012 - - - -334 012
30 June 2023 165 132 354 3 674 481 2 661 619 187 564 171 656 019

The value of the increases essentially corresponds to the new lease contracts at Madrid and Lanzarote Airports, for which the incremental rate updated with current market conditions was used. And also the effect of remeasurement of contracts by rent updates by the Consumer Price Index and other changes in expected lease payments.

The value of 2022 decreases refers essentially to the effect of the sale of Burger King, in the amount of 65,725,852 euros.

6.5. Depreciation, amortization and impairment losses on nonfinancial assets

Judgments and estimates

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.

The assumptions for analyzing impairment of tangible fixed assets, intangible assets, rights of use and goodwill used in the preparation of the financial statements as of December 31, 2022, remain valid and there have been no changes to the underlying facts and circumstances. No relevant signs were identified that would indicate the need to carry out new impairment tests in the first six months of 2023.

Expenses with depreciation, amortization and impairment losses on non-financial assets in the six months period ending in 30 June 2023 and in the year ending 31 December 2022, were as follows:

2023 2022
Nature Note Depreciation
and
amortisation
Impairment
losses
Total Depreciation
and
amortisation
Impairment
losses
Total
Goodwill 6.1. - - - - - -
Intangible assets 6.2. -1 522 077 - -1 522 077 -1 415 192 - -1 415 192
Property, plant and equipment 6.3. -7 100 349 - -7 100 349 -6 200 647 - -6 200 647
Right-of-use assets 6.4. -13 450 810 - -13 450 810 -9 419 787 - -9 419 787
Currency translation -215 294 - -215 294 107 311 - 107 311
Total -22 288 530 - -22 288 530 -16 928 315 - -16 928 315

6.6. Investment Property

The investment properties, which at 30 June 2023 and 31 December 2022 which total 12,990,030 euros and 8,470,400 euros, respectively, relate to real estate assets where 9 Burger King restaurants operate. These assets were subject to a lease agreement with Burger King Portugal.

Based on the terms of negotiation for the sale of Burger King, the Group estimates that the fair value of these assets amounts to approximately 13.4 million euros.

7. Financing

7.1. Equity

7.1.1. Share capital

As decided at the Annual General Meeting of May 26, 2023, in June 2023 the company reduced the share capital from 46,000,000 euros to 42,359,577 euros, by extinguishing 3,640,423 own shares, to release excess capital.

At 31 December 2022, Ibersol's share capital was fully subscribed and paid up, represented by 46,000,000 registered shares with a nominal value of 1 euro each.

7.1.2. Own shares

In 2023, the Group extinguished 3,640,423 own shares acquired for 11,410,227 euros, as per note 7.1.1, and acquired 8,678 own shares for 58,663 euros, starting the Buyback Program approved at the last General Meeting.

At the end of the year, the company held 8,678 own shares acquired for 58,663 euros.

7.1.3. Dividends

At the Annual General Meeting of May 26, 2023, it was decided to grant gross dividends of 0.70 euros per share (0.135 euros in 2022), corresponding to a value of 29,651,704 euros (5,724,002 euros in 2022) for the outstanding shares, payment for which was made on June 20, 2023.

7.1.4. Earnings per share

At 30 June 2023 and 2022, basic and diluted earnings per share were calculated as follows:

2023 2022
Profit attributable to equity holders
Continuing operations 3 184 936 836 031
Discontinued operations 579 905 2 874 427
Number of shares issued at the beginning of the year 46 000 000 46 000 000
Number of shares issued at the end of the year 42 359 577 46 000 000
Weighted average number of ordinary shares issued (i) 45 296 051 45 296 051
Weighted average number of treasury shares (ii) 2 936 522 2 936 522
Weighted average number of shares outstanding (i-ii) 42 359 529 42 359 529
Basic earnings per share (euros per share)
Continued operations 0,08 0,02
Discontinued operations 0,01 0
Diluted earnings per share (€ per share)
Continued operations 0,08 0,02
Discontinued operations 0,01 0
Number of treasury shares at the end of the period 8 678 3 599 981

As there are no preferred voting rights, basic earnings per share equals diluted earnings per share.

7.2. Bank Debt

At 30 June 2023 and 31 December 2022 current and non-current borrowings had the following detail:

jun/
23
Dec/
22
Non-current
Bank loans 12 896 682 29 834 860
Commercial paper 10 600 000 16 400 000
23 496 682 46 234 860
Current
Bank overdrafts - -
Bank loans 4 677 962 12 274 609
Commercial paper 11 709 269 11 572 417
16 387 231 23 847 026
Total borrowings 39 883 913 70 081 886

For Commercial Paper Programs, 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.

Some of the bank loans include Financial Covenants, which are being complied with.

The interest rate in force on 30 June 2023 for PPC and borrowings was on average around 3.95% (2.55% on 31 December 2022). Borrowings indexed at variable rates are indexed to Euribor.

The Group had 48 million euros relating to commercial paper and unused contracted credit lines.

Changes in bank debt

Movements in the six months period ending in 30 June 2023 and in the year ending 31 December 2022 under current and non-current loans, except for finance leases and bank overdrafts, are presented as follows:

2023 2022
1 January 70 081 886 167 032 350
Variations with impact in cash flows:
Proceeds from borrowings obtained 3 402 531 3 000 000
Financial debt repayments -33 568 300 -83 427 754
Variations without impact on cash flows:
Financing associated with Burger King sale operation - -16 676 137
Financing set-up costs -51 717 -
Capitalised interest and other 19 515 153 428
as at 30 June 39 883 913 70 081 886

7.3. Lease liabilities

At 30 June 2023 and 31 December 2022, the company has commitments to third parties arising from lease contracts, namely real estate contracts. At 30 June 2023 and 31 December 2022 current and noncurrent leases are as follows:

jun/23 dez/22
Current Non-current Total Current Non-current Total
Leases 25 461 748 149 446 802 174 908 550 20 760 371 70 113 338 90 873 709
TOTAL 25 461 748 149 446 802 174 908 550 20 760 371 70 113 338 90 873 709

Changes in lease liabilities

Changes in the six months period ending in 30 June 2023 and in the year ending 31 December 2022 are presented as follows:

2023 2022
1 January 90 873 709 143 068 335
Variations with impact in cash flows:
Lease payments -15 453 409 -32 399 561
Variations with no impact in cash flows:
Leases associated with Burger King sale operation -384 620 -67 281 693
Interest for the period from updating lease liabilities 4 039 997 4 481 130
Interest for the period from updating lease liabilities of discontinued operations - 3 601 415
Lease increases 97 869 794 42 637 420
Contracts terminations / shop closings -1 743 279 -100 360
Reclassification to liabilities directly associated with the group of assets - -1 880 146
classified as held for sale
Rent concessions arising from the COVID-19 pandemic - -830 996
Others -293 642 -421 835
30 June 174 908 550 90 873 709

Lease payments include 11,413,413 euros (24,317,016 euros in 2022) of principal and 4,039,996 euros (8,082,545 euros in 2022) of interest.

7.4. Treasury Bonds

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/ 23 Dec/ 22

Current Non Total Current Non Total
current current
Angolan Treasury Bonds 714 570 1 221 844 1 936 415 607 662 2 771 741 3 379 403
Accumulated impairment losses -30 426 -122 840 -153 266 -15 937 -294 608 -310 545
TOTAL 684 144 1 099 004 1 783 149 591 725 2 477 133 3 068 858

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%.

7.5. Cash and Bank deposits

At 30 June 2023 and 31 December 2022, the breakdown of cash and cash equivalents was as follows:

At 30 June 2023 and 31 December 2022, the breakdown of cash and cash equivalents was as follows:
jun/
22
Dec/
22
Cash 535 344 474 011
Bank deposits 166 693 554 236 658 618
Cash and bank deposits in the balance sheet 167 228 898 237 132 629
Cash and cash equivalents on the cash flow statement 167 228 898 237 132 629

7.6. Financial activity result

Financial expenses and losses in June 2023 and 2022 are presented as follows:

Financial expenses 2023 2022
Interest from lease liabilities (IFRS16) 4 039 996 1 966 177
Interest expenses with financing 1 771 877 1 023 473
Other financial expenses 675 085 680 268
6 486 958 3 669 918

The change in interest on lease liabilities relates mainly to the new lease contracts for Madrid and Lanzarote Airports, for a total of 1.5 million euros.

Income and financial gains in June 2023 and 2022 are presented as follows:

Financial income and gains 2023 2022
Interest income 2 272 901 266 809
Other financial income 199 047 198 387
2 471 948 465 196

8. Current and Deferred Taxes

8.1. Current income tax

8.1.1. Current tax recognized in the income statements

Income taxes recognized in the six months period ended 30 June 2023 and 2022 are detailed as follows:

Income taxes recognized in the six months period ended 30 June 2023 and 2022 are detailed as follows:
jun/
23
jun/
22
Current tax 2 078 329 1 098 329
Deferred tax -1 257 222 -747 659
821 107 350 670

At 30 June 2023 the effective tax rate is 21%.

8.1.2. Current tax recognized in the statement of financial position

8.1.2.1. Income tax recoverable

At 30 June 2023, the amount of tax on income to be recovered amounts to EUR 456,561 (EUR 109,587 in 2022), as follows:

jun/
23
Dec/
22
Spain 26 520 31 557
Portugal 430 041 78 030
456 561 109 587

8.1.2.2. Income tax payable

At 30 June 2023 and 31 December 2022, the amount of tax payable breaks down as follows:

jun/
23
Dec/
22
Portugal 1 984 461 -
Angola 137 483 406 730
Others - 7 135
2 121 944 413 865

8.2. Deferred taxes

8.2.1. Deferred tax assets

At 30 June 2023 and 31 December 2022 the detail of deferred tax assets, according to the jurisdiction, is as follows: jun/ 23 Dec/ 22

Deferred tax assets Spain Spain
Tax losses carried forward 11 577 598 10 621 807
Ded. temporary differences (IFRS16) 1 100 374 576 596
Taxable temporary differences -645 937 -645 937
Homogenization of property, plant and equipment and intangible assets -1 280 840 -1 140 379
Other temporary differences 577 171 577 171
11 328 366 9 989 258

Deductible temporary differences (IFRS 16)

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.

Homogenization of tangible fixed assets and intangible assets

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.

Tax losses carried forward

In the analysis of the recoverability of deferred tax assets, the Group took into consideration the best estimates of future taxable income projections and the existence of taxable temporary differences against which tax losses, tax credits and deductible temporary differences can be utilized.

Business plans were prepared which, considering the Spanish taxation rules and the specificities of the group of companies, formed the basis for the recoverability assessment. The business plans were approved by management and are based on projections from external entities, such as Eurocontrol in the case of traffic, as well as being consistent with the business plans that served as the basis for the impairment analyses of the Group's assets.

8.2.2. Deferred tax liabilities

The detail of deferred tax liabilities at 30 June 2023 and 31 December 2022, according to the jurisdiction and temporary differences that generated them, is as follows: jun/ 23 Dec/ 22

Deferred tax liabilities Portugal Angola TOTAL Portugal Angola TOTAL
Homogenization of property, plant and equipment and
intangible assets 4 739 820 -460 554 4 279 265 4 543 332 -711 518 3 831 813
Hyperinflationary Economies (IAS 29) - 3 550 757 3 550 757 - 3 658 913 3 658 913
Deductible temporary differences (IFRS16) - -26 738 -26 738 - -50 116 -50 116
Other temporary differences -3 059 410 -38 317 -3 097 727 -3 059 410 -77 637 -3 137 047
1 680 410 3 025 147 4 705 557 1 483 922 2 819 641 4 303 563

Homogenization of tangible and intangible fixed assets

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

The amount of other temporary differences refers, essentially, to unused tax benefits. As of 31 December 2022 there are 117,600 of tax benefits associated with the capital increase and 2,975,669 of tax benefits not deducted, to be used in following years. 2,676,201 of RFAI of the year 2022 and 299,468 of CFEI II (165,283 deductible until 2025 and 134,185 until 2026, inclusive). It should be noted that these credits have a reporting period of 10 tax periods, a period whose counting was suspended during the 2020 tax period and during the following tax period, under Law 21/2021, of April 21.

9. Other Provisions and Contingencies 9.1. Contingent assets and liabilities

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.

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).

10. Commitments not included in the consolidated statement of financial position

Commitments undertaken and not included in the consolidated statement of financial position include bank guarantees given to third parties and contractual commitments for the acquisition of fixed tangible assets.

10.1. Guarantees

At 30 June 2023 and 31 December 2022, 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/
23
Dec/
22
Bank Guarantees 38 206 214 38 674 924

At 30 June 2023 the bank guarantees are detailed, by type of coverage, as follows:

Concessions
Other supply
and rents
contracts
Fiscal and legal
proceedings
Other Other legal
claims
31 695 118 20 683 61 682 6 408 000 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 nonpayment 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 27,086,000 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.

11. Transactions with related parties

The balances and transactions with related parties in 30 June 2023 and 31 December 2022 can be presented as follows:

June 2023 Year 2022
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Parent
entitie
Jointly
controlled
entitie
Associated
entitie
Other
Entities
Fupply of services 539 004 1 459 116 - - 1 000 000 4 731 672 - -
Rental income from lease
contracts
- - - 92 616 - - - 2 035 463
Accounts payable - 1 100 291 - - - 1 713 701 - -
Other current assets - - - - - - - -
Financial investments - - 300 000 - - - 300 000 -

The parent company of Ibersol SGPS S.A. is ATPS - SGPS, SA, direct and indirect holder of 26,004,204 shares.

António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira each hold 3,314 shares of Ibersol SGPS, S.A. respectively. 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 lease contracts relate to the rents paid during the year and, as a result of IFRS16, do not correspond to the amount of lease expenses reflected in the financial statements. The estimated rental payment commitments over the term of the respective contracts amount to around 749,468 euros at 30 June 2023.

12. Subsequent Events

Burger King business sale

Under the terms of the SPA, an independent expert was involved in determining the value of the final Net Debt, whose conclusions in the final report issued on August 3, 2023 corroborate, in general terms, the estimates made by management and reflected in the financial statements of June 30, 2023 and December 31, 2022.

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

LIMITED REVIEW REPORT ON CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(This report is a free translation to English from the original Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail.)

Introduction

We have performed a limited review of the accompanying condensed consolidated interim financial statements of Ibersol SGPS, S.A. (the Group), which comprise the consolidated interim statement of financial position as of 30 June 2023 (that presents a total of Euro 660,170,764 and total equity attributable to the shareholders of Euro 353,481,466, including a net profit attributable to the shareholders of Euro 3,764,841), the condensed consolidated interim statements of income and other comprehensive income, changes in equity and cash flows for the six-month period then ended, and the accompanying explanatory notes to these condensed consolidated interim financial statements.

Management's responsibilities

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 financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibilities

Our responsibility is to express a conclusion on the accompanying condensed consolidated interim financial statements. Our work was performed in accordance with the international standards on review engagements 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 financial statements are not prepared in all material respects in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

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

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

on Auditing (ISA). Accordingly, we do not express an audit opinion on these condensed consolidated financial statements.

Conclusion

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 SGPS, S.A. as of 30 June 2023, are not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.

19 September 2023

SIGNED ON THE ORIGINAL

KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (no. 189 and registered at CMVM with the nr. 20161489) represented by Pedro Manuel Bouça de Morais Alves da Costa (ROC no. 1466 and registered at CMVM with the nr. 20161076)

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