Interim / Quarterly Report • Aug 31, 2017
Interim / Quarterly Report
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Publicly Listed Company
Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 30.000.000 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477
Consolidated turnover in the first half of 2017 amounted to EUR 204.4 million (EUR 129.2 million without Eat Out Group) compared to EUR 108.1 million in the same period of the previous year, broken down as follows:
| Turnover | 1st H17 w/EOG | EOG | TOTAL 1st H17 | |||
|---|---|---|---|---|---|---|
| euro million % Ch. 17/16 | euro million | euro million % Ch. 17/16 | ||||
| Sales of Restaurants | 127.64 | 19.6% | 73.09 | 200,73 | 88.0% | |
| Sales of Merchandise | 1.25 | 25.8% | 0.00 | 1.25 | 25.8% | |
| Services Rendered | 0.28 | $-28.6%$ | 2.10 | 2.38 | 510.2% | |
| Net Sales & Services | 129.16 | 19.4% | 75.19 | 204.35 | 89.0% |
In the second quarter, the market maintained its favorable momentum of the first quarter, plus a positive calendar effect and the contribution of the Eat Out Group acquisition at the end of October, which allowed Ibersol to achieve an increase restaurant sale of 88.0%.
Eliminating the effect of the Eat Out Group acquisition, restaurant sales growth in the first half was 19.6%. In Iberia, favorable growth has remained, especially in Portugal, where it adds the effect of the change in the VAT rate of the restaurants, on 1 July 2016, which is estimated at 4.5% on the half. On the other hand, in Angola, since the second quarter, there was a reversal of the growth trend.
Eat Out Group acquisition contributed to the services rendered growth, through royalty's revenues from franchisees.
All segments show a positive trend in like for like, especially in counters, with the largest contribution in value, with particular emphasis on KFC and Burger King, influenced by a higher number of units in operation and gains in market share.
| SALES IN RESTAURANTS | 1st H17 w/EOG | EOG | TOTAL 1st H17 | |||
|---|---|---|---|---|---|---|
| euro million % Ch. 17/16 | euro million | euro million % Ch. 17/16 | ||||
| Restaurants | 36.94 | 10.6% | 8.96 | 45.90 | 37.5% | |
| Counters | 76.59 | 21.9% | 16.29 | 92.89 | 47.8% | |
| Concessions & Catering | 14.10 | 34.1% | 47.84 | 61.94 | 488.8% | |
| Total Sales | 127.64 | 19.6% | 73.09 | 200.73 | 88.0% |
The "Catering and Concessions" business reached the better performance, benefited from a larger number of great catering events and the traffic increase in the concession areas, namely the airports in which they operate.
The contribution of the Eat Out Group equity restaurants sales amounts to 73.09 million, with special emphasis on the approximately 48 million sales in concessions.
During the semester, we closed 27 restaurants, 11 equities and 16 franchises.
The closures of the equity restaurants resulted from the end of the concession period of 7 units in Spain (6 of which at Fuerteventura Airport) and 4 due to non-renewal option of the respective contracts (Pans Plaza Norte, PH, Carnaxide, Òkilo and Pasta Caffé Vila Real).
Continuing the process of evaluation of the franchisees network, 8 units of Santamaria and 8 Pans in Spain were closed.
With regard to the expansion plan for this year, we opened 8 new units, 6 equities and 2 franchise units, were already completed.
Following the Burger King openings we launched 3 restaurants, at Chaves, Évora and Palmela. In addition, a new KFC restaurant opened at Porto city and 2 new concessions, located at Santa Maria airport in Azores and the train station at Lérida. There was an expansion of Ribs' franchise network in Spain, with the opening of two new units.
At the end of the quarter, the total number of restaurants was 648 (499 equity and 149 franchises), as shown below:
| Nº of Restaurants | 2016 | 2017 | |||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closings | $30 - Jun$ | |
| PORTUGAL | 307 | $\overline{5}$ | $\overline{\mathbf{3}}$ | 309 | |
| Own Stores | 306 | 5 | 3 | 308 | |
| Pizza Hut | 93 | 1 | 92 | ||
| Okilo+MIIT | 5 | 1 | $\overline{4}$ | ||
| Pans+Roulotte | 46 | 46 | |||
| Burger King | 66 | 3 | 69 | ||
| KFC | 18 | 1 | 19 | ||
| Pasta Caffé | 10 | 1 | 9 | ||
| Quiosques | 8 | 8 | |||
| Coffee Shops | 30 | 30 | |||
| Catering | $\overline{7}$ | $\overline{7}$ | |||
| Concessions & Other | 23 | 1 | 24 | ||
| Franchise Stores | $\blacksquare$ | 1 | |||
| SPAIN | 340 | $\overline{3}$ | 24 | 319 | |
| Own Stores | 188 | 1 | $\bf{0}$ | 8 | 181 |
| Pizza Móvil | 34 | $-3$ | 31 | ||
| Pizza Hut | $\mathbf{0}$ | 3 | 3 | ||
| Burger King | 33 | 33 | |||
| Pans | 38 | 1 | 37 | ||
| Ribs | 9 | 9 | |||
| FrescCo | 3 | 3 | |||
| Concessions | 71 | 1 | 7 | 65 | |
| Franchise Stores | 152 | $\overline{2}$ | 16 | 138 | |
| Pizza Móvil | 16 | 16 | |||
| Pans | 67 | 8 | 59 | ||
| Ribs | 25 | $\overline{2}$ | 27 | ||
| Fresco | 8 | 8 | |||
| SantaMaria | 36 | 8 | 28 | ||
| ANGOLA | 10 | 10 | |||
| KFC | 9 | 9 | |||
| Pizza Hut | $\overline{1}$ | $\blacksquare$ | |||
| Other Locations - Franchise Stores | 10 | 10 | |||
| FrescCo India | $\overline{2}$ | $\overline{2}$ | |||
| Pans Italy | 8 | 8 | |||
| Total Own stores | 504 | $6\phantom{a}$ | 0 | 11 | 499 |
| Total Franchise stores | 163 | $\overline{2}$ | 0 | 16 | 149 |
| TOTAL | 667 | 8 | 0 | 27 | 648 |
The consolidated net income of 1H amounted to 9.7 million euros, 0.9 million euros higher than the same period of 2016. According to the report for the first halt of 2016, the result for that period included 3.1 million euros of non-recurring income.
For comparative purposes with the first half of last year we will take as reference the adjusted accounts for the first half of 2016, in which we segregated the effect of financial compensation for the traffic losses, caused by the implementation of tolls on the ex-Scuts.
In the first half of 2017 the result is strongly influenced by the consolidation of Eat Out Group. In order to better understanding the 1H 2017 indicators, we consider the two perimeters, with and without consolidation of the Eat Out Group:
| 2016 | |
|---|---|
| 1st Half16 (adjusted) |
|
| 107.750.310 | |
| 389.995 | |
| 2.230.302 | |
| 110.370.607 | |
| 101.855.269 | |
| 8.515.338 | |
| 13.957.688 | |
| 990.567 | |
| 1.880 | |
| 7.526.651 | |
| 1.874.248 | |
| 5.652.403 | |
Net income for the 1H17 amounted to 9.7 million euros, an increase of 10.2% compared to 8.8 million euros in the same period of 2016. Not considering the Eat Out Group in the consolidation perimeter, net income grew 58.6%.
Gross margin corresponds to 77.0% of turnover (1H16: 75.6%), reflecting an improvement by consolidation of EOG's business, which by its typology have a higher gross margin, namely the contribution of the franchise business.
Without considering Eat Out Group contribution, the gross margin was 75.3% (1H16: 75.6%). The effect of the VAT rate reduction in the gross margin was absorbed by the increase in the weight of counters and catering events in total sales, characterized by lower margins and an increase in promotional aggressiveness levels, in which it highlights the partnership with "Cartão Continente", the main loyalty card in Portugal.
Staff costs: increased 89.7%, as the sales evolution, representing 31.7% of turnover. Without EOG, this increase was 15.4%, lower than the 19.4% activity increase. In the 1H17 represented 30.5% of the turnover, 1.1pp less than 1H16 (31.6%). Sales increase, the dilution of structure costs and VAT reduction gains, compensated the effect of the increase in the minimum wage in Portugal and training costs incurred for the new units opening.
External Supplies and services: increase of 103.4%, representing 34.1% of turnover (1H16: 31,7%). For this increase, it should be noted the incorporation of a substantial component of the franchise business and the increase of activity in concessions, characterized by higher rents. Without EOG, increase of 16.1%, representing 30.8% of turnover, 0.9 pp less than in the same period of 2016.
Other operating income amounted to 4.9 million euros, with a relevant contribution by Eat Out Group of 3.5 million euros, corresponding to supplier contributions and an added value generated in a restaurant transfer in the amount of 0.8 million euros.
Without EOG, the decrease of around 0.8 million euros results almost entirely from the occasional consulting services provided in the same period of the previous year.
The other operating costs amounted to around 2.0 million euros, due to costs associated with closures (0.7 million euros) and 0.7 million euros in fees and taxes. Without EOG, decrease of 5.7% compared to the previous year.
Therefore EBITDA amounted to 25.7 million euros, an increase of 57% over 1H16 Ebitda without Eat Out Group, increased 4.1 million euros and amounted to 18.0 million euros, ie 29.2% over 1H16.
Consolidated EBITDA margin stood at 12.6% of turnover and 14.0% without Eat Out Group, compared with 12.9% at 1H16.
Consolidated EBIT margin was 11.6 million euros, representing 5.7% of turnover.
Without Eat Out Group, EBIT margin of 7.8% (1H16: 7.9%), corresponding to an operating profit of EUR 10.0 million euros. Should be noted the increase of the depreciations value, which represented 6.2% of turnover (5.0% in 1H16). This increase in the value of depreciation, results from a refurbishment and more frequent image updates and a development predominantly based on drives opening, with higher levels of investment.
Consolidated Net Financing cost were around 2.4 million euros, around 3 million euros higher than 1H16, which benefited from non-recurring income of 1.6 million euros.
Average cost of loans in the first half of 2017, which stood at 2.5%, substantially lower than 1H16, due to the dilution of the weight of the debt in Angola, due to the financing agreement for the acquisition of Eat Out Group.
The income tax for the period amounts to 2.2 million euros, which represents an effective rate of 24.5%. In the first half of the year, tax benefits were recognized at 2.8 million euros, resulting from RFAI application in the income statement of 2016.
Total Assets amounted to 421 million euros and equity stood at 160 million euros, representing 38% of assets.
CAPEX reached 13 million euros with an investment of 2.7 million euros in the new central unit production in Portugal. The remaining investments were incurred in the expansion, around 6 million euros and in the refurbishment and reconversion of some restaurants in Portugal and Spain.
Net debt at 30th June 2017 amounted to 103 million euros, 6.4 million euros lower than at the end of 2016.
By resolution of the General Assembly held on 26th May 2017, the share capital increased from 24,000,000 to 30,000,000 euros through the incorporation of reserves. This operation was registered at the Commercial Registry of Oporto at 4 th July 2017.
During the first half of 2017 no transactions of treasury stock were registered. As a result of the capital increase, the company held 2,999,981 own shares, representing 9.9996% of the share capital, acquired by 11.179.348 euros, corresponding to an average price per share of Euro 3.73.
Keeping the evolution of consumption in the Iberian, the risk of the activity is associated with the levels of quotas to be allocated in tenders for concessions exploration.
In Angola, the evolution of consumption and the devaluation of AKZ represent the main uncertainties, despite the small size of the group's business in this country. In addition, the limitations on the amount of foreign currency, available by BNA for payments abroad, significantly increased the foreign exchange risk of the operation in Angola.
In the second semester sales growth is expected to continue and maintaining margins. In Portugal the sales growth in the first semester has an impact of around 7%, which will not occur in the second half.
The expansion plan will result in the opening at least of 12 new restaurants in Portugal until the end of the year and in the continuity of the remodeling plan, including Pans and Pizza Hut. In the 3rd quarter and to date, the openings of 3 Burger King (Vila Real, Lagos and Setúbal) and 1 KFC in Amadora have already been completed.
As far as Eat Out Group is concerned, the integration process will be continued and special attention will be given to the following phases of the contests at the Barcelona and Gran Canaria airports, currently under evaluation. This quarter, a unit was awarded at the Madrid airport, which will be completed by the end of this year.
In Angola, the development of business will be closely linked to the country's political and economic evolution. The pressure facing the Angolan currency indicates that there may be a devaluation scenario at the end of this year and a consequent drop in consumption.
Subsequent Events
On 4th July 2017 a capital increase was registered in the Commercial Registry by the incorporation of reserves in the amount of 6.000.000 euros, represented by shares with a par value of 1 euro each.
On 22nd August, the announcement of the operation to allocate the new shares was announced to the Market and it is expected that the listing will take place on 6th September.
Porto, 31st August 2017
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________
Juan Carlos Vázquez-Dodero
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 half of 2017 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, and
(ii) the interim management report includes a fair review of the important events that have occurred in the first nine months of the year and the evolution of business performance and the position of all the companies included in consolidation.
Porto, 31st August 2017
António Carlos Vaz Pinto Sousa Chairman of the Boards of Director António Alberto Guerra Leal Teixeira Member of the Board of Directors Juan Carlos Vázquez-Dodero Member of the Board of Directors
| Shareholders | nº shares | % share capital |
|---|---|---|
| ATPS - SGPS, S.A. (*) | ||
| Directly | 13.178.041 | 54,91% |
| António Alberto Guerra Leal Teixeira | 1.680 | 0,01% |
| António Carlos Vaz Pinto Sousa | 1.680 | 0,01% |
| Total attributable | 13.181.401 | 54,92% |
| Banco BPI, S.A. | ||
| Fundo Pensões Banco BPI | 480.000 | 2,00% |
| Total attributable | 480.000 | 2,00% |
| Magallanes Iberian Equity FI | ||
| Funds | 686.573 | 2,86% |
| Total attributable | 686.573 | 2,86% |
| Bestinver Gestion GGIIC | ||
| Funds | 3.014.650 | 12,56% |
| Total attributable | 3.014.650 | 12,56% |
| Norges Bank | ||
| Directly | 779.303 | 3,25% |
| FMR LLC | ||
| Fidelity Managemment & Research Company | 732.000 | 3,05% |
| Azvalor Asset Management SGIIC SA | ||
| Funds | 514.686 | 2,14% |
| Total attributable | 514.686 | 2,14% |
(*)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.
In the first semester, the company increased its capital from 24,000,000 to 30,000,000 shares by incorporation of reserves as per resolution of the General Meeting, and the process of admission to listing of the new shares and their attribution to Shareholders is underway. For this purpose, we consider only the shares that are in the stock market, or 24 million.
| Board of Directors | Date | Acquisictions | Sales | Balance at | ||
|---|---|---|---|---|---|---|
| shares | av pr | shares | av pr | 30.06.2017 | ||
| António Alberto Guerra Leal Teixeira | ||||||
| DUNBAR-SERVIÇOS E GESTÃO SA (1) | 9.996 | |||||
| Ibersol SGPS, SA | 1.680 | |||||
| António Carlos Vaz Pinto Sousa | ||||||
| CALUM-SERVIÇOS E GESTÃO SA (2) | 9.996 | |||||
| Ibersol SGPS, SA | 1.680 | |||||
| (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 | 13.178.040 | |||||
No transactions were reported by persons discharging managerial responsabilities and people closely connected with them during the first half of 2017.
30th June 2017
| ASSETS | Notes | 30/06/2017 | 31/12/2016 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 178 780 789 | 179 388 621 |
| Goodwill | 8 | 111 156 658 | 111 156 658 |
| Intangible assets | 8 | 13 989 121 | 14 990 885 |
| Deferred tax assets | 7 536 753 | 8 555 186 | |
| Financial investments - joint controlled subsidiaries | 2 442 832 | 2 417 631 | |
| Available-for-sale financial assets | 470 568 | 440 541 | |
| Other financial assets | 14 | 9 110 746 | 10 438 768 |
| Other non-current assets | 15 | 6 531 413 | 6 574 793 |
| Total non-current assets | 330 018 880 | 333 963 083 | |
| Current | |||
| Stocks | 10 968 315 | 11 547 211 | |
| Cash and bank deposits | 40 696 024 | 39 588 532 | |
| Income tax receivable | 2 340 595 | 2 332 391 | |
| Other financial assets | 14 | 9 884 479 | 7 041 574 |
| Other current assets | 15 | 26 924 450 | 28 584 565 |
| Total current assets | 90 813 863 | 89 094 273 | |
| Total Assets | 420 832 743 | 423 057 355 | |
| EQUITY AND LIABILITIES | |||
| EQUITY Capital and reserves attributable to shareholders |
|||
| Share capital | 9 | 30 000 000 | 24 000 000 |
| Own shares | -11 179 348 | -11 179 348 | |
| Conversion Reserves | -1 993 776 | -2 002 180 | |
| Other Reserves & Retained Results | 132 749 947 | 117 522 486 | |
| Net profit in the year | 9 500 549 | 23 387 471 | |
| 159 077 372 | 151 728 429 | ||
| Non-controlling interest | 513 786 | 333 399 | |
| Total Equity | 159 591 158 | 152 061 828 | |
| LIABILITIES | |||
| Non-current | |||
| Loans | 113 698 036 | 130 457 713 | |
| Deferred tax liabilities | 9 683 786 | 10 187 932 | |
| Provisions | 4 594 724 | 3 412 128 | |
| Derivative financial instrument | 74 062 | 114 935 | |
| Other non-current liabilities | 193 616 | 208 040 | |
| Total non-current liabilities | 128 244 224 | 144 380 748 | |
| Current Loans |
49 314 657 | 36 333 949 | |
| Accounts payable to suppliers and accrued costs | 64 514 210 | 69 304 753 | |
| Income tax payable | 392 621 | 2 349 654 | |
| Other current liabilities | 15 | 18 775 873 | 18 626 423 |
| Total current liabilities | 132 997 361 | 126 614 779 | |
| Total Liabilities | 261 241 585 | 270 995 527 | |
| Total Equity and Liabilities | 420 832 743 | 423 057 355 |
| Notes | 30/06/2017 | 30/06/2016 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 201 971 411 | 107 750 310 |
| Rendered services | 5 | 2 379 694 | 389 995 |
| Other operating income | 6 | 4 935 446 | 4 628 060 |
| Total operating income | 209 286 551 | 112 768 365 | |
| Operating Costs | |||
| Cost of sales | 47 051 812 | 26 383 403 | |
| External supplies and services | 69 683 075 | 34 261 692 | |
| Personnel costs | 64 827 356 | 34 174 983 | |
| Amortisation, depreciation and impairment losses of TFA and IA | 7 and 8 | 14 072 224 | 5 442 350 |
| Other operating costs | 2 060 093 | 1 592 841 | |
| Total operating costs | 197 694 560 | 101 855 269 | |
| Operating Income | 11 591 991 | 10 913 096 | |
| Net financing cost | 16 | 2 454 568 | -579 756 |
| Gains (losses) in joint controlled subsidiaries - Equity method | 25 201 | 1 880 | |
| Profit before tax | 9 162 624 | 11 494 732 | |
| Income tax expense | 17 | -518 312 | 2 707 545 |
| Net profit | 9 680 936 | 8 787 187 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be | |||
| recycled for results) | 8 404 | -1 126 625 | |
| TOTAL COMPREHENSIVE INCOME | 9 689 340 | 7 660 562 | |
| Net profit attributable to: | |||
| Owners of the parent | 9 500 549 | 8 872 365 | |
| Non-controlling interest | 180 387 | -85 177 | |
| 9 680 936 | 8 787 187 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 9 508 953 | 7 745 740 | |
| Non-controlling interest | 180 387 | -85 177 | |
| 9 689 340 | 7 660 562 | ||
| Earnings per share: | 9 | ||
| Basic | 0,35 | 0,33 | |
| Diluted | 0,35 | 0,33 |
| 2nd TRIMESTER | ||||
|---|---|---|---|---|
| Notes | (unaudited) | |||
| Operating Income | ||||
| Sales | 5 | 108 966 974 | 54 942 956 | |
| Rendered services | 5 | 1 061 071 | 240 025 | |
| Other operating income | 6 | 2 894 105 | 658 495 | |
| Total operating income | 112 922 150 | 55 841 476 | ||
| Operating Costs Cost of sales |
25 363 527 | 13 452 716 | ||
| External supplies and services | 37 724 851 | 17 540 655 | ||
| Personnel costs | 33 295 846 | 17 364 915 | ||
| Amortisation, depreciation and impairment losses of TFA and IA | 7 e 8 | 7 392 378 | 2 724 675 | |
| Other operating costs | 1 339 631 | 407 556 | ||
| Total operating costs | 105 116 233 | 51 490 517 | ||
| Operating Income | 7 805 917 | 4 350 959 | ||
| Net financing cost | 16 | 1 160 639 | 471 270 | |
| Gains (losses) in joint controlled subsidiaries - Equity method | 19 836 | 10 189 | ||
| Profit before tax | 6 665 114 | 3 889 878 | ||
| Income tax expense | -964 558 | 966 312 | ||
| Net profit | 7 629 672 | 2 923 566 | ||
| Other comprehensive income: Change in currency conversion reserve (net of tax and that can be |
||||
| recycled for results) | 54 106 | -167 575 | ||
| TOTAL COMPREHENSIVE INCOME | 7 683 778 | 2 755 991 | ||
| Net profit attributable to: | ||||
| Owners of the parent | 7 503 303 | 2 959 206 | ||
| Non-controlling interest | 126 369 | -35 639 | ||
| 7 629 672 | 2 923 566 | |||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 7 557 409 | 2 791 631 | ||
| Non-controlling interest | 126 369 | -35 639 | ||
| 7 683 778 | 2 755 991 | |||
| Earnings per share: | 9 | |||
| Basic | 0,26 | 0,14 | ||
| Diluted | 0,26 | 0,14 |
(value in euros)
| Ass ign ed to s har eho lde rs |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Not e |
Sha re C ital ap |
Ow n Sha res |
Co rsio nve n Res erv es |
Leg al Res erv es |
Oth er Res & erv es Ret ain ed Res ults |
Net Pro fit |
Tot al p nt are ity equ |
Inte ts t hat res do ol not ntr co |
Tot al Equ ity |
|
| Bal n 1 Ja 201 6 anc e o nua ry |
20 000 00 0 |
11 179 64 4 - |
850 43 9 - |
4 0 00 001 |
107 37 2 1 32 |
10 582 26 6 |
129 92 4 3 16 |
5 1 21 687 |
135 04 6 0 03 |
|
| Cha s in the riod nge pe : |
||||||||||
| App lica tion of the lida ted fit f 20 15: co nso pro rom T sfe and ain ed ults r to ret |
||||||||||
| ran res erv es res Sha ital incr re c ap eas e |
4 0 00 000 |
-4 0 00 |
10 582 26 6 |
10 582 26 6 - |
- | - | ||||
| Cha int st t hat do t co ntro l nge on ere no |
001 | 260 52 2 |
260 52 2 |
260 52 2 - |
- | |||||
| Con sio - A la ver n re ser ves ngo |
-1 1 26 625 |
-1 1 26 625 |
1 1 26 625 - |
|||||||
| Net lida ted inc e in the six nth riod co nso om mo pe |
||||||||||
| end ed 30 Jun e 2 016 on |
8 8 72 365 |
8 8 72 365 |
85 177 - |
8 7 87 188 |
||||||
| Tot al c han in the riod ges pe Net ofit |
- | - | -1 1 26 625 |
- | 10 842 78 8 |
1 7 09 901 - 8 8 72 365 |
8 0 06 262 8 8 72 365 |
345 69 9 - 85 177 |
7 6 60 563 8 7 87 188 |
|
| pr Tot al c hen sive inc om pre om e |
7 7 45 740 |
- 85 177 |
7 6 60 |
|||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
- | 563 | ||||||||
| App lica tion of the lida ted fit f 20 15: co nso pro rom |
||||||||||
| P aid divi den ds |
-1 8 00 000 |
1 8 00 000 - |
3 7 98 270 - |
5 5 98 270 - |
||||||
| - | - | - | - | -1 8 00 000 |
- | -1 8 00 000 |
3 7 98 270 - |
5 5 98 270 - |
||
| Bal n 3 0 J 20 16 anc e o une |
20 000 00 0 |
11 179 64 4 - |
1 9 77 064 - |
4 0 00 001 |
116 41 4 9 20 |
8 8 72 365 |
136 13 0 5 78 |
977 71 8 |
137 10 8 2 96 |
|
| Bal n 1 Ja 201 7 anc e o nua ry |
24 000 00 0 |
11 179 34 8 - |
2 0 02 180 - |
- | 117 52 2 4 86 |
23 387 47 1 |
151 72 8 4 29 |
333 39 9 |
152 06 1 8 28 |
|
| Cha s in the riod nge pe : |
||||||||||
| App lica tion of the lida ted fit f 20 16: co nso pro rom |
||||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
23 387 47 1 |
23 387 47 1 - |
- | - | ||||||
| Sha ital incr re c ap eas e Con sio - A la |
6 0 00 000 |
-6 0 00 000 |
||||||||
| ver n re ser ves ngo Net lida ted inc e in the six nth riod co nso om mo pe |
8 4 04 |
8 4 04 |
8 4 04 |
|||||||
| end ed Jun 30 e 2 017 on |
9 5 00 549 |
9 5 00 549 |
180 38 7 |
9 6 80 936 |
||||||
| Tot al c han in the riod ges pe |
6 0 00 000 |
- | 8 4 04 |
- | 17 387 47 1 |
13 886 92 2 - |
9 5 08 953 |
180 38 7 |
9 6 89 340 |
|
| Net ofit pr |
9 5 00 549 |
9 5 00 549 |
180 38 7 |
9 6 80 936 |
||||||
| Tot al c hen sive inc om pre om e |
9 5 08 953 |
180 38 7 |
9 6 89 340 |
|||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
||||||||||
| App lica tion of the lida ted fit f 20 16: co nso pro rom |
||||||||||
| P aid divi den ds |
-2 1 60 010 |
2 1 60 010 - |
2 1 60 010 - |
|||||||
| - | - | - | - | -2 1 60 010 |
- | -2 1 60 010 |
- | -2 1 60 010 |
||
| Bal n 3 0 J 20 17 anc e o une |
30 000 00 0 |
11 179 34 8 - |
1 9 93 776 - |
- | 132 74 9 9 47 |
9 5 00 549 |
159 07 7 3 72 |
513 78 6 |
159 59 1 1 58 |
(value in euros)
| Six months period ending on June 30 |
|||||
|---|---|---|---|---|---|
| Note | 2017 | 2016 | |||
| Cash Flows from Operating Activities | |||||
| Receipts from clients | 205 276 364 | 107 467 096 | |||
| Payments to supliers | -120 116 066 | -65 764 614 | |||
| Staff payments | -51 921 410 | -25 184 310 | |||
| Payments/receipt of income tax | 250 158 | -705 510 | |||
| Other paym./receipts related with operating activities | -3 568 360 | 1 100 551 | |||
| Flows from operating activities (1) | 29 920 686 | 16 913 213 | |||
| Cash Flows from Investment Activities | |||||
| Receipts from: | |||||
| Financial investments | 10 320 | ||||
| Tangible fixed assets | 5 028 | 2 770 | |||
| Intangible assets | |||||
| Investment benefits | 4 608 | ||||
| Interest received | 646 803 | 1 943 062 | |||
| Payments for: | |||||
| Financial Investments | 40 348 | 22 562 | |||
| Other financial assets | 1 518 108 | 6 451 791 | |||
| Tangible fixed assets | 17 712 071 | 10 983 947 | |||
| Intangible assests | 659 301 | 974 326 | |||
| Loans to shareholders | 500 000 | ||||
| Flows from investment activities (2) | -19 767 677 | -16 482 186 | |||
| Cash flows from financing activities | |||||
| Receipts from: | |||||
| Loans obtained | 1 000 000 | 9 970 128 | |||
| Sale of own shares | |||||
| Payments for: | |||||
| Loans obtained | 5 101 588 | 2 326 945 | |||
| Amortisation of financial leasing contracts | 927 293 | 75 773 | |||
| Interest and similar costs | 3 068 645 | 1 316 293 | |||
| Dividends paid | 2 160 010 | 5 598 270 | |||
| Flows from financing activities (3) | -10 257 536 | 652 847 | |||
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | -104 527 | 1 083 874 | |||
| Perimeter changes effect | |||||
| Exchange rate differences effect | -1 424 | -540 267 | |||
| Cash & cash equivalents at the start of the period | 37 782 889 | 14 425 207 | |||
| Cash & cash equivalents at end of the period | 37 676 938 | 14 968 814 |
(Values in euros)
IBERSOL, SGPS, SA ("Company" or "Ibersol") has its 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 648 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 499 units which it operates and 149 units under a franchise contract. Of this universe, 319 are headquartered in Spain, of which 181 are own establishments and 138 are franchised establishments, and 10 in Angola.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Ibersol SGPS parent company is ATPS - SGPS, S.A ..
The main accounting policies applied in preparing these consolidated financial statements are described below.
These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2017, mainly with the international standard nº. 34 – Interim Financial Report.
The consolidated financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.
The accounting policies applied on 30 June 2017 are identical to those applied for preparing the financial statements of 30 June and 31 December 2016, except for the exchange currency differences included in other income / other operating costs and excluded from net financing cost.
There where no substantial differences between accounting estimates and judgments applied on 31 December 2016 and the accounting values considered in the six months period ended on the 30 June 2017.
4.1. The following group companies were included in the consolidation on 30th June 2017 and 30th June and 31 December 2016:
| % Shareholding | ||||
|---|---|---|---|---|
| Company | Head Office | Jun/17 | Jun/16 | Dec/16 |
| Parent company | ||||
| Ibersol SGPS, S.A. | Porto | parent | parent | parent |
| Subsidiary companies | ||||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% | 100% |
| Ibersol Restauração, S.A. | Porto | 100% | 100% | 100% |
| (d) Ibersande Restauração, S.A. | Porto | 100% | 80% | 100% |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% | 100% |
| Ibersol - Hotelaria e Turismo, S.A. | Porto | 100% | 100% | 100% |
| Iberking Restauração, S.A. | Porto | 100% | 100% | 100% |
| Iberaki Restauração, S.A. | Porto | 100% | 100% | 100% |
| Restmon Portugal, Lda | Porto | 61% | 61% | 61% |
| Vidisco, S.L. | Vigo - Spain | 100% | 100% | 100% |
| Inverpeninsular, S.L. | Vigo - Spain | 100% | 100% | 100% |
| Ibergourmet Produtos Alimentares, S.A. | Porto | 100% | 100% | 100% |
| Ferro & Ferro, Lda. | Porto | 100% | 100% | 100% |
| Asurebi SGPS, S.A. | Porto | 100% | 100% | 100% |
| Charlotte Develops, SL | Madrid - Spain | 100% | 100% | 100% |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | 100% |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% | 100% |
| Eggon SGPS, S.A. | Porto | 100% | 100% | 100% |
| Anatir SGPS, S.A. | Porto | 100% | 100% | 100% |
| Lurca, SA | Madrid - Spain | 100% | 100% | 100% |
| (c) Q.R.M.- Projectos Turísticos, S.A | Porto | - | 100% | - |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | 100% |
| Resboavista- Restauração Internacional, Lda | Porto | 100% | 100% | 100% |
| José Silva Carvalho Catering, S.A | Porto | 100% | 100% | 100% |
| (a) Iberusa Central de Compras para Restauração ACE | Porto | 100% | 100% | 100% |
| (b) Vidisco, Pasta Café Union Temporal de Empresas | Vigo - Spain | 100% | 100% | 100% |
| Maestro - Serviços de Gestão Hoteleira, S.A. | Porto | 100% | 100% | 100% |
| SEC - Eventos e Catering, S.A. | Porto | 100% | 100% | 100% |
| IBERSOL - Angola, S.A. | Luanda - Angola | 100% | 100% | 100% |
| HCI - Imobiliária, S.A. | Luanda - Angola | 100% | 100% | 100% |
| (c) Gravos 2012, S.A. | Porto | 100% | 100% | 100% |
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | - | 100% |
| The Eat Out Group S.L.U. | Barcelona - Spain | 100% | - | 100% |
| Pansfood, S.A.U. | Barcelona - Spain | 100% | - | 100% |
| Foodstation, S.L.U | Barcelona - Spain | 100% | - | 100% |
| (e) Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Spain | 50% | - | 50% |
| Pansfood Italia, S.R.L. | Barcelona - Spain | 100% | - | 100% |
| Companies controlled jointly | ||||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% | 50% |
(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services.
(b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.
(c) Company merged into subsidiary José Silva Carvalho Catering, S.A. in July 2016, with effect from January 1, 2016.
(d) As a result of the acquisition of the Eat Out Group, the Group now holds 100% of its subsidiary Ibersande, through its 20% share in Pansfood, S.A.U .. (e) Although the parent company owns 50% of the voting rights, there is control of the subsidiary Dehesa.
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
The group did not buy any subsidiary in the six months period ended on 30 June 2017.
In the year ended 31 December 2016, the Ibersol group acquired the following subsidiaries:
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Entry date | Head Office | 2016 | 2015 | |
| The Eat Out Group S.L.U. | 31-Out-16 | Barcelona - Spain | 100,00% | - | |
| Pansfood, S.A.U. | 31-Out-16 | Barcelona - Spain | 100,00% | - | |
| Foodstation, S.L.U | 31-Out-16 | Barcelona - Spain | 100,00% | - | |
| Dehesa de Santa Maria Franquicias, S.L. | 31-Out-16 | Barcelona - Spain | 50,00% | - | |
| Pansfood Italia, S.R.L. | 31-Out-16 | Barcelona - Spain | 100,00% | - |
The above acquisitions had the following impact on the consolidated statement of financial position on December 31, 2016:
| Date of acquisition | Dec-16 | |
|---|---|---|
| Acquired net assets | ||
| Tangible and intangible assets (Notes 8 and 9) | 32.360.743 | 32.654.939 |
| Stocks | 2.706.371 | 2.646.062 |
| Deferred tax assets | 5.941.376 | 5.601.456 |
| Other assets | 18.937.159 | 19.012.245 |
| Cash & bank deposits | 3.640.340 | 5.523.047 |
| Provisions (Nota 19) | -1.000.000 | -1.000.000 |
| Loans | -16.982.720 | -25.794.395 |
| Deferred tax liabilities | -679.372 | -863.895 |
| Other liabilities | -37.602.707 | -31.153.618 |
| 7.321.190 | 6.625.841 | |
| Goodwill (Note 9) | 70.647.649 | |
| Interests that do not control | -868.839 | |
| Acquisition price | 77.100.000 | |
| Payments Amounts payable in the future |
77.100.000 - |
|
| 77.100.000 | ||
| Net cash-flows from acquisition | ||
| Payments made | 77.100.000 | |
| Cash & cash equivalents acquired | 3.640.340 | |
| 73.459.660 |
The goodwill of the Eat Out Group in the amount of 70.647.649 euro was determined based on provisional amounts of the net assets acquired.
The impacts of the acquisitions on the consolidated statement of comprehensive income were as follows:
| Jun/17 | |
|---|---|
| Operating income | 78 831 765 |
| Operating costs | -77 253 762 |
| Financial income | -614 500 |
| Investments income | - |
| Income before taxes | 963 503 |
| Tax income | -248 769 |
| Net Income | 714 734 |
The incorporation of the acquired subsidiaries in these statements results in significant changes in the consolidated statement of comprehensive income at June 30, 2017, compared to the same period in 2016.
In the six months period ended on 30 June 2017 and in the year ended December 31, 2016 there were no disposals of subsidiaries.
Ibersol Administration monitors the business based on the following segmentation:
| SEGMENT | BRANDS | ||||||
|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Pizza Movil | FresCo | Ribs | StaMaria | |
| Counters | KFC | O'Kilo | Miit | Burguer King | Pans | Coffee Counter | |
| Other business | Sol (SA) | Concessions | Catering | Convenience stores | Travel |
The results per segment in the six months period ended 30 June 2017 and 2016 were as follows:
| Concessions | Other, write off and |
||||
|---|---|---|---|---|---|
| 30 June 2017 | Restaurants | Counters | and Catering | adjustments | Total Group |
| Inter-segment client | - | - | - | - | - |
| External client | 48 008 555 | 93 702 996 | 62 024 567 | 614 986 | 204 351 105 |
| Total sales and services | 48 008 555 | 93 702 996 | 62 024 567 | 614 986 | 204 351 105 |
| Royalties | 1 709 603 | 3 675 667 | 793 139 | - | 6 178 409 |
| Rents and Condominium | 5 430 584 | 9 618 877 | 18 288 646 | - | 33 338 108 |
| Coste of sales | 9 875 236 | 24 838 930 | 12 337 646 | - | 47 051 812 |
| Operating cash-flow (EBITDA) | 6 097 540 | 13 164 757 | 6 401 918 | - | 25 664 215 |
| Amortisation, depreciation and impairment losses | 3 034 657 | 6 112 361 | 4 867 297 | 57 908 | 14 072 224 |
| Operating income (EBIT) | 3 062 883 | 7 052 396 | 1 534 621 | -57 908 | 11 591 991 |
| 30 June 2016 | Restaurants | Counters | Concessions and Catering |
Other, write off and adjustments |
Total Group |
|---|---|---|---|---|---|
| Inter-segment client | - | - | - | - | - |
| External client | 34 417 524 | 62 862 493 | 10 699 674 | 160 614 | 108 140 305 |
| Total sales and services | 34 417 524 | 62 862 493 | 10 699 674 | 160 614 | 108 140 305 |
| Royalties | 1 535 736 | 2 924 655 | 112 932 | - | 4 573 323 |
| Rents and Condominium | 3 967 773 | 5 421 698 | 1 756 200 | 11 145 671 | |
| Coste of sales | 6 866 224 | 16 835 302 | 2 681 877 | - | 26 383 403 |
| Operating cash-flow (EBITDA) | 3 516 049 | 8 676 077 | 4 163 320 | - | 16 355 446 |
| Amortisation, depreciation and impairment losses | 1 290 106 | 3 169 299 | 863 294 | 119 651 | 5 442 350 |
| Operating income (EBIT) | 2 225 943 | 5 506 778 | 3 300 026 | -119 651 | 10 913 096 |
On June 30, 2017 and 2016 income and non-current assets by geography is presented as follows:
| 30 JUNE 2017 | Portugal (1) | Spain | Grupo |
|---|---|---|---|
| Restaurants | 101 753 703 | 98 926 023 | 200 679 726 |
| Merchandise | 602 796 | 688 889 | 1 291 685 |
| Rendered services | 103 185 | 2 276 509 | 2 379 694 |
| Total sales and services | 102 459 684 | 101 891 421 | 204 351 105 |
| Tangible fixed and intangible assets | 147 045 704 | 45 724 206 | 192 769 910 |
| Goodwill | 7 605 482 | 103 551 176 | 111 156 658 |
| Deferred tax assets | 2 574 549 | 4 962 204 | 7 536 753 |
| Financial investments - joint controlled subsidiaries | 2 442 832 | - | 2 442 832 |
| Available-for-sale financial assets | 470 568 | - | 470 568 |
| Other financial assets | 9 110 746 | - | 9 110 746 |
| Other non-current assets | - | 6 531 413 | 6 531 413 |
| Total non-current assets | 169 249 881 | 160 768 999 | 330 018 880 |
| 30 JUNE 2016 | Portugal (1) | Spain | Grupo |
| Restaurants | 82 382 153 | 24 374 890 | 106 757 043 |
| Merchandise | 234 000 | 759 267 | 993 267 |
| Rendered services | 118 687 | 271 308 | 389 995 |
| Total sales and services | 82 734 840 | 25 405 465 | 108 140 305 |
| Tangible fixed and intangible assets | 133 368 913 | 18 155 265 | 151 524 178 |
| Goodwill | 7 605 482 | 32 903 527 | 40 509 009 |
| Deferred tax assets | 2 869 377 | 387 313 | 3 256 690 |
| Financial investments - joint controlled subsidiaries | 2 419 771 | - | 2 419 771 |
| Available-for-sale financial assets | 425 153 | - | 425 153 |
| Other financial assets Other non-current assets |
15 085 648 - |
- 1 364 243 |
15 085 648 1 364 243 |
(1) Due to the small size of its operations Angola is included in Portugal segment.
On the six months period ended on 30 June 2016, in operating income, from the agreement with Ascendi, is a noncurrent income of 2.397.758 eur corresponding to compensation for loss of traffic by charging tolls on former Scuts. It was also agreed not to install the Guimarães Service Areas, Fafe and Paredes have been returned to their respective concession rights that led to the receipt of contractual interest in the amount of 1.570.323 eur (Note 16). Furthermore, non-current consulting services in the amount of 951 thousand euros were provided to third parties.
In the restaurant segment season activity is characterized by lower sales in the first two quarters of the year. In addition sales for the first six months of the year are influenced by the Easter calendar as well as the pace of openings or closures of the group restaurants. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the first semester of the year, sales are about 46% of annual volume.
In the six months period ended 31 June 2017 and in the year ending on 31 December 2016, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress (1) | Total | |
| 1 January 2016 | ||||||
| Cost | 11.963.649 | 150.435.664 | 76.028.676 | 19.707.381 | 411.815 | 258.547.187 |
| Accumulated depreciation | - | 36.522.989 | 56.954.512 | 13.802.872 | - | 107.280.372 |
| Accumulated impairment | - | 9.169.591 | 416.747 | 47.333 | - | 9.633.671 |
| Net amount | 11.963.649 | 104.743.084 | 18.657.418 | 5.857.177 | 411.815 | 141.633.142 |
| 31 December 2016 | ||||||
| Initial net amount | 11.963.649 | 104.743.084 | 18.657.418 | 5.857.177 | 411.815 | 141.633.142 |
| Changes in consolidat perimeter | - | 61.509.602 | 37.914.100 | 956.299 | 239.525 | 100.619.526 |
| Currency conversion | -756.850 | -1.723.366 | -756.531 | -224.851 | -19.440 | -3.481.038 |
| Additions | 135.242 | 16.405.428 | 8.187.617 | 2.615.018 | 1.215.586 | 28.558.891 |
| Decreases | - | 863.164 | 236.294 | 47.292 | 105.686 | 1.252.436 |
| Transfers | - | 100.636 | 5.806 | 11.681 | -234.617 | -116.494 |
| Depreciation in the year | 74.637 | 8.041.000 | 5.062.093 | 1.082.763 | - | 14.260.493 |
| Deprec. by changes in the perim. | - | 38.817.273 | 28.953.945 | 1.042.245 | - | 68.813.463 |
| Impairment in the year | - | 751.562 | 41.432 | 24.750 | - | 817.744 |
| Impairment by changes in the perim. | - | 2.080.269 | 687.570 | 4.407 | - | 2.772.246 |
| Impairment reversion | - | -90.976 | - | - | - | -90.976 |
| Final net amount | 11.267.404 | 130.573.092 | 29.027.075 | 7.013.867 | 1.507.183 | 179.388.621 |
| 31 December 2016 | ||||||
| Cost | 11.342.041 | 222.786.283 | 118.519.498 | 22.193.978 | 1.507.183 | 376.348.985 |
| Accumulated depreciation | 74.637 | 81.893.238 | 88.409.796 | 15.115.597 | - | 185.493.267 |
| Accumulated impairment | - | 10.319.953 | 1.082.628 | 64.515 | - | 11.467.096 |
| Net amount | 11.267.404 | 130.573.092 | 29.027.075 | 7.013.867 | 1.507.183 | 179.388.621 |
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress (1) | Total | |
| 30 June 2017 | ||||||
| Initial net amount | 11 267 404 | 130 573 092 | 29 027 075 | 7 013 867 | 1 507 183 | 179 388 621 |
| Changes in consolidat perimeter | - | - | - | - | - | - |
| Currency conversion | -573 | -1 476 | -798 | -179 | -7 | -3 033 |
| Additions | - | 5 783 785 | 3 267 245 | 741 692 | 2 864 947 | 12 65 7 669 |
| Decreases | - | 492 256 | -62 876 | 28 933 | 127 274 | 585 587 |
| Transfers | - | 4 440 | 2 854 | 7 795 | -15 160 | -71 |
| Depreciation in the year | 16 889 | 7 687 781 | 4 309 002 | 663 134 | - | 12 676 806 |
| Deprec. by changes in the perim. | - | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - | - |
| Impairment by changes in the perim. | - | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 11 249 942 | 128 179 804 | 28 050 250 | 7 071 108 | 4 229 689 | 178 780 791 |
| 30 June 2017 | ||||||
| Cost | 11 341 454 | 226 592 910 | 121 375 513 | 22 851 766 | 4 229 689 | 386 391 334 |
| Accumulated depreciation | 91 512 | 88 745 622 | 92 312 026 | 15 721 745 | - | 196 870 904 |
| Accumulated impairment | - | 9 667 484 | 1 013 238 | 58 914 | - | 10 739 636 |
| Net amount | 11 249 942 | 128 179 804 | 28 050 250 | 7 071 108 | 4 229 689 | 178 780 791 |
(1) amounts essentially related to the industrial kitchen in Portugal, whose (re) opening took place this semester.
The 2016 investments of approximately 28.6 million in tangible fixed assets, relate to the opening of new units and remodelling of existing ones in Portugal and Spain.
In the six month period ended June 30, 2017, an investment of approximately 2.7 million euros was made in the industrial kitchen in Portugal. The remaining investment mainly concerns the opening of three Burguer King, one KFC, the concession at Santa Maria Airport (Azores) and a unit in the group Eat Out.
Goodwill and intangible assets are broken down as follows:
| Jun/17 | Dec/16 | |
|---|---|---|
| Goodwill | 111 156 658 | 111 156 658 |
| Intangible assets | 13 989 122 | 14 990 885 |
| 125 145 780 | 126 147 543 |
In the six months period ended 30 June 2017 and in the year ending on 31 December 2016, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:
| Goodwill | Industrial property |
Other intangible Assets |
Intangible Assets in progress |
Total | |
|---|---|---|---|---|---|
| 1 January 2016 | |||||
| Cost | 42.370.687 | 23.375.701 | 5.918.825 | 759.034 | 72.424.247 |
| Accumulated amortization | - | 9.386.529 | 5.534.246 | - | 14.920.775 |
| Accumulated impairment | 1.861.678 | 3.661.102 | 39.815 | - | 5.562.594 |
| Net amount | 40.509.009 | 10.328.070 | 344.764 | 759.034 | 51.940.880 |
| 31 December 2016 | |||||
| Initial net amount | 40.509.009 | 10.328.070 | 344.764 | 759.034 | 51.940.880 |
| Changes in consolidat. perimeter | - | 12.915.831 | 9.314.758 | - | 22.230.589 |
| Currency conversion | - | -94.715 | - | -127.949 | -222.664 |
| Additions | 70.647.649 | 1.914.708 | 54.868 | 132.476 | 72.749.701 |
| Decreases | - | -49.444 | 50.066 | 66.883 | 67.505 |
| Transfers | - | 3.150 | - | -3.150 | - |
| Amortization in the year | - | 1.291.011 | 288.783 | - | 1.579.794 |
| Amortiz. by changes in the perimeter | - | 12.108.385 | 6.754.442 | - | 18.862.827 |
| Impairment in the year | - | - | - | - | - |
| Impairment by changes in the perim. | - | 7.562 | 33.274 | - | 40.836 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 111.156.658 | 11.709.530 | 2.587.825 | 693.528 | 126.147.543 |
| 31 December 2016 | |||||
| Cost | 113.018.336 | 37.987.818 | 14.894.091 | 693.528 | 166.593.773 |
| Accumulated amortization | - | 22.609.624 | 12.264.391 | - | 34.874.015 |
| Accumulated impairment | 1.861.678 | 3.668.664 | 41.875 | - | 5.572.216 |
| Net amount | 111.156.658 | 11.709.530 | 2.587.825 | 693.528 | 126.147.543 |
| Goodwill | Industrial property |
Other intangible Assets |
Assets in progress |
Total | |
|---|---|---|---|---|---|
| 30 June 2017 | |||||
| Initial net amount | 111 156 658 | 11 709 530 | 2 587 825 | 693 528 | 126 147 543 |
| Changes in consolidat. perimeter | - | - | - | - | - |
| Currency conversion | - | -103 | - | -104 | -207 |
| Additions | - | 264 603 | 86 999 | 57 944 | 409 546 |
| Decreases | - | 1 662 | 5 253 | - | 6 915 |
| Transfers | - | - | - | - | - |
| Amortization in the year | - | 931 734 | 472 453 | - | 1 404 187 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment by changes in the perim. | - | - | - | - | |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 111 156 658 | 11 040 634 | 2 197 118 | 751 368 | 125 145 780 |
| 30 June 2017 | |||||
| Cost | 113 018 336 | 38 213 207 | 14 960 592 | 751 368 | 166 943 503 |
| Accumulated amortization | - | 23 503 909 | 12 721 599 | - | 36 225 508 |
| Accumulated impairment | 1 861 678 | 3 668 664 | 41 875 | - | 5 572 216 |
| Net amount | 111 156 658 | 11 040 634 | 2 197 118 | 751 368 | 125 145 780 |
The distribution of goodwill allocated to segments is presented as follows:
| Jun/17 | Dec/16 | |
|---|---|---|
| Eat Out | 70 647 649 | 70 647 649 |
| Restaurants | 11 104 988 | 11 104 988 |
| Counters | 25 349 831 | 25 349 831 |
| Concessions and Catering | 3 874 469 | 3 874 469 |
| Other, write off and adjustments | 179 721 | 179 721 |
| 111 156 658 | 111 156 658 |
As it's still in the period of analysis and review, goodwill of the acquisition of the Eat-Out business has not yet been distributed by Ibersol's segments.
Income per share in the six months period ended 30 June 2017 and 2016 was calculated as follows:
| Jun/17 | Jun/16 | |
|---|---|---|
| Profit payable to shareholders | 9 500 549 | 8 872 365 |
| Mean weighted number of ordinary shares issued | 30 000 000 | 30 000 000 |
| Mean weighted number of own shares | -2 999 881 | -2 999 881 |
| 27 000 119 | 27 000 119 | |
| Basic earnings per share (€ per share) | 0,35 | 0,33 |
| Earnings diluted per share (€ per share) | 0,35 | 0,33 |
| Number of own shares at the end of the year | 2 999 881 | 2 999 881 |
Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.
At the Annual General Meeting of May 26, 2017, an increase in the share capital to 30 million euros was approved by the incorporation of free reserves amounting to 6 million euros. This increase in share capital results in an increase of 599.976 own shares.
At the General Meeting of 26th May 2017, the company decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2016), representing a total value of 2.160.010 euro for outstanding shares (1.800.000 euro in 2016), settled on June 23, 2017.
The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). It is not expected that there will be significant liabilities arising from contingent liabilities.
On 30th June 2017 and 31st December 2016, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
Jun/17 Dec/16
The relevant amount comes from the guarantees required by the owners of spaces concession (Airports) or leased (Shopping centers).
In addition, Ibersol SGPS provided guarantees to the subsidiaries in the amount of 2.750.000 USD.
There are no commitments related to investments on the date of approval of these Financial Statements.
Changes during the six months period ended on 30 June 2017 and in the year 2016, under the heading of asset impairment losses were as follows:
| Jun/17 | |||||||
|---|---|---|---|---|---|---|---|
| Starting | Perimeter | Impairment assets |
Impairment | Impairment | Closing | ||
| balance | variation | Cancellation | disposals | in the year | reversion | balance | |
| Tangible fixed assets | 11 467 097 | - | - | -727 460 | - | - | 10 739 637 |
| Goodwill | 1 861 678 | - | - | - | - | - | 1 861 678 |
| Intangible assets | 3 710 538 | - | - | - | - | - | 3 710 538 |
| Stocks | 74 981 | - | - | - | - | - | 74 981 |
| Other current assets | 2 753 877 | -11 | -55 607 | - | 241 241 | -66 366 | 2 873 134 |
| 19 868 171 | -11 | -55 607 | -727 460 | 241 241 | -66 366 | 19 259 968 | |
| Dec-16 | |||||||
| Impairment | |||||||
| Starting balance |
Perimeter variation |
Cancellation | assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|
| 9.633.672 | 2.772.246 | - | -1.665.589 | 817.744 | -90.976 | 11.467.097 |
|---|---|---|---|---|---|---|
| 1.861.678 | - | - | - | - | - | 1.861.678 |
| 3.700.917 | 40.836 | - | -31.215 | - | - | 3.710.538 |
| 74.981 | ||||||
| 1.442.527 | 2.022.906 | -588.973 | - | 33.885 | -156.467 | 2.753.877 |
| 134.342 | - | -134.342 | - | - | - | - |
| 16.848.116 | 4.835.988 | -723.315 | -1.696.804 | 851.629 | -247.443 | 19.868.171 |
| 74.981 | - | - | - | - | - |
The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.
Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.
The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is in a growing phase. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. The financing of the Angolan subsidiary in foreign currency in the amount of \$ 1.250.000, does not have large exposure due to the reduced amount. The remaining financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated. In light of the current limitations on payments abroad, the Group adopted a policy of monthly monitoring of credit balances in foreign currency and its full coverage with the acquisition of Treasury Bonds of the Republic of Angola, indexed to the USD.
Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:
| Jun/17 | |||
|---|---|---|---|
| Euro exchange rates | (x | Rate on June, 30 | Average interest rate |
| foreign currency per 1 Euro) | 2017 | June 2017 | |
| Kwanza de Angola (AOA) | 184,502 186,289 |
||
| Dec-16 | |||
| Euro exchange rates | (x | Rate on December, | Average interest rate |
| foreign currency per 1 Euro) | 31 2016 | year 2016 | |
| Kwanza de Angola (AOA) | 184,468 | 181,554 |
Due to the foreign currency hedge liabilities policy with assets indexed to the USD, the impact of an exchange variation during the period would not have had a significant effect on first semester profit.
The group is not greatly exposed to the merchandise price risk.
With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed.
The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of fixing interest rates of at least 50% of the outstanding amount.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. The interest rate swap to hedge the risk of a 6,25 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan. Financing contracted at the end of year 2016 will be subject to settlement operations during the year 2017, with swaps amounting to € 32 million in the second quarter.
Based on simulations performed on 30 June 2017, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 510.000 euros.
The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of services and merchandise to franchised, representing less than 4% of the consolidated sales. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.
The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at June 30, 2017, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 19 million euro, subject to country risk.
Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.
On the six months period ended on 30 June 2017, current liabilities reached 134 million euros, compared with 91 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. It is expected in the year 2017 to maintain the commercial paper programmes (27.450.000 euros) short term debt. However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.
Even with reduced use of the group has contracted a significant amount of short-term lines. On June 30, 2017, the use of short term liquidity cash flow support was about 2%. Investments in term deposits and other application of 50 million euros, match 30% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| to June 2018 | from June 2018 to 2028 | ||
|---|---|---|---|
| Bank loans and overdrafts | 49 314 657 | 113 698 036 | |
| Other non-current liabilities | - | 193 616 | |
| Accounts payable to suppliers and accrued | |||
| costs | 54 857 955 | - | |
| Accrued costs | 10 121 897 | - | |
| Total | 114 294 509 | 113 891 652 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 30th June 2017 and 31st December 2016 the gearing ratio was of 39% and 42%, respectively, as follows:
| jun/17 | Dec-16 | ||
|---|---|---|---|
| Bank loans | 163 012 693 | 166 791 662 | |
| Other financial assets | -18 995 225 | -17 480 341 | |
| Cash and bank deposits | -40 696 024 | -39 588 532 | |
| Net indebtedness | 103 321 444 | 109 722 788 | |
| Equity | 159 591 158 | 152 061 828 | |
| Total capital | 262 912 602 | 261 784 616 | |
| Gearing ratio | 39% | 42% |
The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.
The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.
Other current assets and liabilities on 30 June 2017 and 31st December 2016 are broken down as follows:
| Jun/17 | Dec/16 | |
|---|---|---|
| Clients | 11 042 426 | 11 933 322 |
| State and other public entities | 913 959 | 1 542 489 |
| Other debtors | 5 327 184 | 5 206 424 |
| Loans to shareholders | 500 000 | - |
| Advances to suplliers | 752 255 | 236 513 |
| Advances to financial investments debt | 1 650 000 | 2 900 000 |
| Accruals and income | 6 877 519 | 6 677 919 |
| Deferred costs | 2 734 240 | 2 841 775 |
| Other current assets | 29 797 583 | 31 338 442 |
| Accumulated impairment losses | 2 873 133 | 2 753 877 |
| 26 924 450 | 28 584 565 | |
| Other current liabilities | ||
| Jun/17 | Dec/16 | |
| Other creditors | 10 121 897 | 10 933 132 |
| State and other public entities | 7 096 195 | 7 035 937 |
| Deferred income | 1 557 781 | 657 354 |
| 18 775 873 | 18 626 423 |
The balance of other non-current assets is mainly long term deposits and securities from Spain subsidiaries, resulting from lease agreements.
Net financing cost on 30th June 2017 and 2016 are broken down as follows:
| 2017 | 2016 | |
|---|---|---|
| Interest paid | 2 244 447 | 1 093 656 |
| Interest earned (1) | -557 408 | -1 952 083 |
| Currency exchange differences | -43 701 | -14 544 |
| Payment discounts obtained | -5 150 | -4 447 |
| Other financial costs and income | 816 380 | 297 662 |
| 2 454 568 | -579 756 |
(1) 2016 balance is essentially Aenor's compensation interest. It was agreed not to install the Service Areas of Guimarães, Fafe and Paredes and the respective concession rights that gave rise to the receipt of contractual interest in the amount of 1.570.323 (Note 6).
Income taxes recognized as of June 30, 2017 and 2016 are detailed as follows:
| Jun/17 | Jun/16 | |
|---|---|---|
| Current income tax | 2 755 757 | 2 645 740 |
| Insufficiency (excess) of tax estimate (1) | -2 767 138 | -9 670 |
| Deferred taxes | -506 931 | 71 475 |
| -518 312 | 2 707 545 |
(1) Essentially resulting from the tax benefit (RFAI) considered in the delivery of the income tax return for the year 2016, since all the criteria and parameters relevant to their use were fulfilled.
The effective tax rate on profits (excluding RFAI impact) was 24.5% and 23.6%, respectively, as at 30 June 2017 and 2016, as follows:
| Jun/17 | Jun/16 | ||
|---|---|---|---|
| Pre-tax profit | 9 162 624 | 11 494 732 | |
| Income tax | 2 248 826 | 2 717 215 | |
| Effective tax rate | 24,5% | 23,6% |
The related parties of Ibersol group are:
António Alberto Guerra Leal Teixeira 2.100 shares (*) (**)
ATPS, SGPS, SA – 16.472.250 shares (**)
(*) ATPS voting rights are also attributable to Antonio Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under subparagraph b) of paragraph 1 of article 20 and paragraph 1 Article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, CALUM - SERVIÇOS E GESTÃO, S.A. with the NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A with the NIPC 513799257, which together hold the majority of the capital of ATPS.
(**) Including the shares corresponding to the rights of the deliberate capital increase deliberated on May 26, 2017 and registered in the respective registry office on July 4, 2017.
With respect to the balances and transactions with related entities, the overall value of the balances and transactions of the Group with the joint controlled UQ Consult relates mainly to support services and management information systems, and was, respectively, 840.640 and 1.309.579 euros.
The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, S.A.. ATPS-S.G.P.S., S.A. under contract with Ibersol Restauração, S.A. has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.
In the six-month period ended 30 June 2017, Ibersol SGPS made a remunerated loan of 500.000 eur to the shareholder ATPS, the repayment of which took place on 03 July 2017.
a) IFRS 9 (new), 'Financial instruments' (effective for annual periods beginning on or after 1 January 2018). IFRS 9 replaces the guidance in IAS 39, regarding: (i) the classification and measurement of financial assets and liabilities; (ii) the recognition of credit impairment (through the expected credit losses model); and (iii) the hedge accounting requirements and recognition. The impact of this standard is being assessed by Ibersol's management.
b) IFRS 15 (new), 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). This new standard, applies only to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver the goods or services is satisfied and by the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach." The impact of this standard is being assessed by Ibersol's management.
a) IAS 7 (amendment), 'Cashflow statement – Disclosure initiative' (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment introduces an additional disclosure about the changes in liabilities arising from financing activities, disaggregated between cash changes and non-cash changes and how it reconciles with the reported cash flows from financing activities, in the Cash Flow Statement. Its application is not expected to have significant impacts.
b) IAS 12 (amendment),'Income taxes – Recognition of deferred tax assets for unrealised losses' (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment clarifies how to account for deferred tax assets related to assets measured at fair value, how to estimate future taxable profits when temporary deductible differences exist and how to assess recoverability of deferred tax assets when restrictions exist in the tax law. Its application is not expected to have significant impacts.
c) IAS 40 (amendment), 'Transfers of Investment property' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies when assets are transferred to, or from investment properties, the evidence of the change in use is required. A change of management intention in isolation is not enough to support a transfer. This change is not applicable to the entity.
d) IFRS 2 (amendment), 'Classification and measurement of share-based payment transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications to a share-based payment plan that change the classification an award from cashsettled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority This change is not applicable to the entity.
e) IFRS 4 (amendment), 'Insurance contracts (Applying IFRS 4 with IFRS 9)' transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment allows companies that issue insurance contracts the option to recognise in Other Comprehensive Income, rather than Profit or Loss the volatility that could rise when IFRS 9 is applied before the new insurance contract standard is issued. Additionally, it is given an optional temporary exemption from applying IFRS 9 until 2021, to the companies whose activities are predominantly connected with insurance, not being applicable at consolidated level. This change is not applicable to the entity.
f) Amendments to IFRS 15, f) 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). These amendments are still subject to endorsement by European Union. These amendments refer to additional guidance for determining the performance obligations in a contract, the timing of revenue recognition from a license of intellectual property, the review of the indicators for principal versus agent classification, and to new practical expedients to simplify transition. Its application is not expected to have significant impacts.
g) IFRS 16 (new), 'Leases' (effective for annual periods beginning on or after 1 January 2019). This standard is still subject to endorsement by European Union. This new standard replaces the IAS 17 with a significant impact on the accounting by lessees that are now required to recognise a lease liability reflecting future lease payments and a "right-of-use asset" for all lease contracts, except for certain short-term leases and for low-value assets. The definition of a lease contract also changed, being based on the "right to control the use of an identified asset". The impact of this standard is being assessed by Ibersol's management.
h) IFRS 17 (new), 'Insurance contracts' Leases' (effective for annual periods beginning on or after 1 January 2021). This standard is still subject to endorsement by European Union. This new standard replaces IFRS 4 and applies to all entities issuing insurance contracts, reinsurance contracts and investment contracts with discretionary participation characteristics. IFRS 17 is based on the current measurement of technical liabilities at each reporting date. The current measurement can be based on a complete "building block approach" or "premium allocation approach". The recognition of the technical margin is different depending on whether it is positive or negative. IFRS 17 is of retrospective application. This change is not applicable to the entity.
i) Annual Improvement 2014 – 2016 (generally effective for annual periods beginning on or after 1 January 2017). These improvements are still subject to endorsement by European Union. The 2014-2016 annual improvements impacts: IFRS 1, IFRS 12 and IAS 28. Its application is not expected to have significant impacts.
a) IFRIC 22 (new), 'Foreign currency transactions and advance consideration' (effective for annual periods beginning on or after 1 January 2018).This interpretation is still subject to endorsement by European Union.An Interpretation of IAS 21 'The effects of changes in foreign exchange rates' it refers to the determination of the "date of transaction" when an entity either pays or receives consideration in advance for foreign currency denominated contracts". The date of transaction determines the exchange rate used to translate the foreign currency transactions. Its application is not expected to have significant impacts.
b) IFRIC 23 (new), 'Uncertainty over income tax treatment' (effective for annual periods beginning on or after 1 January 2019). This interpretation is still subject to endorsement by European Union. This is an interpretation of IAS 12 - 'Income tax', referring to the measurement and recognition requirements to be applied when there is uncertainty as to the acceptance of an income tax treatment by the tax authorities. In the event of uncertainty as to the position of the tax authority on a specific transaction, the entity shall make its best estimate and record the income tax assets or liabilities under IAS 12, and not under IAS 37 - "Provisions, contingent liabilities and contingent assets ", based on the expected value or the most probable value. The application of IFRIC 23 may be retrospective or retrospective modified. Its application is not expected to have significant impacts.
The capital increase by incorporation of reserves amounting to 6 million eur, represented by shares with a nominal value of 1 eur / each, was registered in the respective registry office on July 4, 2017. The announcement of the operation of the new shares was made to the share market on August 22, 2017, and admission to listing is expected to occur on September 6th.
In addition to the above there are no subsequent events to 30th June 2017 that may have a material impact in these financial statements presented.
The financial statements were approved by the Board of Directors and authorised for emission on 31st August 2017.
(Free translation from the original in Portuguese)
We have reviewed the accompanying consolidated financial statements of Ibersol, S.G.P.S., S.A. (the Company), which comprise the consolidated statement of financial position as at 30 June 2017 (which shows total assets of Euro 420,832,743 and total shareholder's equity of Euro 159,591,158, including a net profit of 9,500,549, the consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, and the accompanying explanatory notes to these consolidated financial statements.
The Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Accounting Standard 34 – Interim Financial Reporting as adopted by the European Union, as well as to create and maintain appropriate systems of internal control to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express a conclusion on the accompanying consolidated financial statements. We conducted our review in accordance with ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and other technical and ethical standards and recommendations issued by the Institute of Statutory Auditors. Those 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 consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 – Interim Financial Reporting as adopted by the European Union.
A review of financial statements is a limited assurance engagement. The procedures performed mainly consist of making inquiries and applying analytical procedures, and evaluating the evidence obtained.
The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (ISA). Accordingly, we do not express an opinion on these consolidated financial statements.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485
Based on our review, nothing has come to our attention that causes us to believe that accompanying consolidated financial statements of Ibersol, S.G.P.S., S.A. as at 30 June 2017 are not prepared, in all material respects, in accordance with International Accounting Standard 34 – Interim Financial Reporting as adopted by the European Union.
Porto, 31 August 2017
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 20161485 represented by:
Hermínio António Paulos Afonso, R.O.C.
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