Quarterly Report • Nov 29, 2024
Quarterly Report
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Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 42.359.577 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477
(not audited)
• Continued Operations Net Profit of 9,1 million Euros Decrease of 0.4 million euros compared to the same period of 2023
In July, the purchase contract for the remaining 60% of the share capital of the company Medfood Invest, S.L. was signed for 13.5 million euros. Ibersol now holds the entire share capital of Medfood, which owns 100% of New Restaurants of Spain, S.A.U. (NRS), a company that currently operates 34 KFC restaurants in the Valencian Community of Spain. In the 3rd quarter – which coincides with the period of greatest activity – NRS recorded a turnover of 11.7 million euros, an EBITDA of 2.6 million euros and a net profit of 0.8 million euros. The assets amounted to 36.8 million euros and the Liabilities were 34.9 million euros and included 9.8 million euros of bank financing.
The year 2024 has been marked by moderate growth in the restaurant sector, particularly in out-of-home consumption.
The sales performance in the 3rd quarter was not linear. Activity in the month of July was weak, with a reduction in the evolution of LfL sales of around 3 p.p. compared to the 2nd quarter. In August, performance was better, especially in the second half of the month, and in September sales growth was 5 p.p. higher than in July and 2 p.p. higher than in the year to date.
The turnover of "Continued Operations" reached 346.4 million euros in the first 9 months of the year, exceeding the 310.1 million euros in the same period last year. This growth of 11.7% is due to new openings, the better performance of the Delivery segment through aggregators (which registered growth of around 17%) and the integration of KFC units that belong to the NRS business from 1st of July, with a turnover of €11.7M.
| Turnover (euro million) | 9M 2024 | 9M 2023 | Var. 24/23 |
|---|---|---|---|
| Sales of Restaurants | 336,1 | 307,2 | 9.4% |
| Sales of Merchandise | 9.2 | 8.9 | 3.0% |
| Services Rendered | 2,4 | 2.7 | -11.9% |
| Turnover | 347,8 | 318 a | 9.1% |
| Discontinued Operations | -1,4 | -8.8 | -84.2% |
| Continued Operations Turnover | 346.4 | 310,1 | 11.7% |
The LfL growth in restaurant sales in the 3rd quarter was around 5%. Passenger traffic at Spanish airports, despite experiencing a slowdown in growth in the 3rd quarter, continues to act as a lever for restaurants located in airport concessions and makes it possible to mitigate the relative stagnation of consumption in the restaurant market.
| SALES IN RESTAURANTS (euro million) |
9M 2024 | |||
|---|---|---|---|---|
| Restaurants | 77.1 | 77.0 | 0.1% | |
| Counters | 129.3 | 109.9 | 17.6% | |
| Concessions&Catering | 129.7 | 120.3 | 7.9% | |
| Total Sales | 336.1 | 307,2 | 9.4% | |
The "Restaurants" segment with table service shows growth of just 0.1% compared to the same period of last year. This segment, which includes Pizza Hut and Pizza Móvil restaurants, has suffered greater competition from aggregators.
The "Counters" segment grew 17.6% compared to the same period of last year. Without the incorporation of NRS restaurants in the 3rd quarter (11.7 million euros in sales), the segment would have grown 7% due to the openings that took place at the end of 2023 and this year, namely from the KFC and Taco Bell brands.
The "Concessions and Catering" segment has grown 7.9%, with the main contributions coming from:
It should be noted that at the end of the 3rd quarter we still have 5 restaurants operating in temporary formats, mainly at Madrid Airport, with sales below their potential until their conversion into a permanent format and 6 restaurants that have not yet started operating. Over this 9-month period, we estimate a sales "loss" of around 8 million euros compared to a normal operating situation.
During the 3rd quarter, the following changes were recorded in the number of restaurants:
3 openings in Portugal: a Pizza Hut restaurant and two Taco Bell units;
3 openings in Spain: one at Tenerife Airport (Carlsberg), a conversion of a temporary restaurant into a permanent one at Lanzarote Airport (CF) and the opening of a franchised Ribs restaurant;
integration of the 34 KFC restaurants operated by NRS, acquired in July.
At the end of the 3rd quarter, the total number of units was 536 (479 owned and 57 franchised), as explained:
| Nº of Restaurants | 31.12.2023 | Openings Q1 Openings Q2 | Openings Q3 |
Disposals 2024 |
Closures 2024 |
31.03.2024 | |
|---|---|---|---|---|---|---|---|
| PORTUGAL | 314 | 2 | 2 | 3 | 15 | 2 | 304 |
| Equity Restaurants | 313 | 2 | 2 | 3 | 15 | 2 | 303 |
| Pizza Hut | 108 | 1 | 109 | ||||
| Pans | 41 | 41 | |||||
| Burger King | 9 | 8 | 1 | ||||
| KFC | 65 | 1 | 66 | ||||
| Quiosques | 8 | 8 | |||||
| Taco Bell | 21 | 2 | 2 | 25 | |||
| Cafetarias | 25 | 5 | 20 | ||||
| Catering | 9 | 9 | |||||
| Concessões | 23 | 1 | 2 | 1 | 21 | ||
| Outros (MIT + Ribs + Pasta Caffé) | 4 | 1 | 3 | ||||
| Franchise Restaurants | 1 | 1 | |||||
| SPAIN | 177 | 4 | 7 | 37 | 0 | 5 | 220 |
| Equity Restaurants | 120 | 4 | 7 | રૂદ | 0 | 2 | 165 |
| Pizza Mówil | 12 | 12 | |||||
| Pizza Hut | 3 | 3 | |||||
| Pans | 30 | 1 | 2 | 33 | |||
| Ribs | 12 | 1 | 1 | 12 | |||
| FrescCo | 1 | 1 | |||||
| KFC *** | 6 | 34 | 40 | ||||
| Concessions - Total | રહ | 3 | 4 | 2 | 1 | 64 | |
| Concessions - Other Brands | 2 | 2 | 4 | ||||
| Concessions - Pret A Manger | 0 | 1 | 1 | ||||
| Concessions - KFC | 0 | 1 | 1 | ||||
| Concessions - Pizza Hut | 54 | 1 | 2 | 2 | 1 | 58 | |
| Franchise Restaurants | 57 | 0 | 0 | 1 | 0 | 3 | રક |
| Pizza Móvil | 4 | 4 | |||||
| Pans | 34 | 3 | 31 | ||||
| Ribs | 14 | 1 | 15 | ||||
| FrescCo | 2 | 2 | |||||
| SantaMaria | 3 | 3 | |||||
| ANGOLA | 10 | 1 | 0 | 0 | 0 | 0 | 11 |
| KFC | 9 | 1 | 10 | ||||
| Pizza Hut | 1 | 1 | |||||
| Other Locations - Franchise | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Pans | 1 | 1 | |||||
| Total Equity Restaurants | 443 | 7 | 9 | 39 | 15 | 4 | 479 |
| Total Franchise Restaurants | ਦਰੇ | 0 | 0 | 1 | 0 | 3 | 57 |
| TOTAL | 502 | 7 | 9 | 40 | 15 | 7 | 536 |
As mentioned, the most recent concession contracts of Spanish Airports still have some locations operating in a provisional format until the conversion process is completed, which penalizes profitability.
The operating income from continuing operations at the end of the first nine months reached 17.8 million euros, which compares with 19.2 million euros in the same period of 2023.
| million euros) | 1Q 2024 | 2Q 2024 | 3Q 2024 | 9M 2024 | 9M 2023 | var. 24 vs 23 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Turnover | 98,2 | 111,1 | 137,0 | 346,4 | 310,1 | 11,7% | |||||
| Cost of sales | 23.4 | 23,9% | 26.4 | 23.8% | 32,9 | 24,0% | 82,7 | 23.9% | 73.9 | 23.8% | 12.0% |
| gross margin % | 76,1% | 76,2% | 76,0% | 76,1% | 76,2% | -0,1 p.p. | |||||
| External supplies and services | 25,6 | 26,1% | 30.1 | 27.1% | 36.5 | 26,7% | 92,2 | 26,6% | 90.9 | 29,3% | 1,5% |
| Personnel costs | 32,6 | 33,2% | 34.4 | 30.9% | 39.1 | 28,6% | 106.1 | 30,6% | 93,5 | 30.2% | 13,4% |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
16,3 | 16,6% | 17.0 | 15,3% | 18,6 | 13,6% | 51,9 | 15,0% | 36,5 | 11,8% | 42,4% |
| Other income/operating costs | -0,8 | -0,8% | -1,9 | -1,7% | -1,7 | -1,3% | -4,4 | -1,3% | -3,9 | -1,3% | 12,9% |
| Total de custos operacionais | 97,2 | 98,9% | 106,0 | 95.4% | 125,4 | 91,5% | 328,6 | 94,9% | 290,9 | 93.8% | 13,0% |
| Operating Income | 1,0 | 1,1% | 5,1 | 4,6% | 11,6 | 8,5% | 17,8 | 5,1% | 19,2 | 6.2% | -7,4% |
| margin | 1,1% | 4,6% | 8,5% | 5,1% | 6,2% | -1.1 p.p. | |||||
| Ebitda | 17,4 | 17.7% | 22,1 | 19,9% | 30,2 | 22,1% | 69,7 | 20,1% | 55.7 | 18.0% | 25,2% |
| margin | 17,7% | 19,9% | 22,1% | 20,1% | 18,0% | +2,1 p.p. |
The gross margin (76.1% of turnover) remained relatively stable in 2024 and identical to that seen in 2023.
The increase in salaries and the start of operations in new concessions with provisional formats led to an increase in the weight of Personnel costs by 0.4 p.p., representing 30.6% of turnover.
Costs with "External Supplies and Services" represent 26.6% of revenue, which means a reduction of 2.7 p.p. compared to the same period in 2023. This reduction is explained, to a large extent, by the application of IFRS16 standards to the Alicante, Málaga and Gran Canaria concession contracts, which reached 2019 passenger traffic and were not considered for the purposes of applying the standard in 2023, with the respective rents representing 3.1% of turnover for the 9 months under analysis in 2023.
Amortisations, depreciation, impairment losses of TFA, Rights of Use and Goodwill totalled 51.9 million euros, which correspond to an increase of 15.5 million euros when compared to the same period in 2023. Amortisations of Rights of Use amount to 36.4 million euros and increased by 13.6 million euros compared to the same period in 2023.
EBITDA for the 9 months under analysis was 69.7 million euros, 25% higher than in the same period in 2023. The EBITDA margin rises to 20.1% of turnover (2.1 p.p. above the same period last year).
However, if we exclude the impact of IFRS16 on EBITDA, the EBITDA margin without IFRS16 would be 8.9%, which represents a loss of 1.1 p.p. compared to the same period in 2023.
| (million euros) | 9M 2024 | 9M 2023 | var. 24 vs 23 |
9M 2024 w/o IFRS16 |
9M 2023 w/o IFRS16 |
var. wlo IFRS16 24 vs 23 |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Turnover | 346.4 | 310.1 | 11,7% | 346.4 | 310,1 | 11,7% | ||||
| External supplies and services | 92.2 | 26.6% | 90.9 | 29,3% | 1,5% | 131.2 | 37.9% | 115.7 | 37.3% | 13.5% |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
51.9 | 15.0% | 36.5 | 11.8% | 42.4% | 17.7 | 5,1% | 14.6 | 4.7% | 21,5% |
| Ebitda | 69.7 | 20.1% | 55.7 | 18.0% | 25,2% | 30.7 | 8.9% | 30.9 | 10.0% | -0.6% |
| margin | 20.1% | 18.0% | +2,1 p.p. | 8.9% | 10.0% | -1,1 p.p. |
This margin reduction is due to the rise in personnel costs and the increase in "External Supplies and Services", namely energy and rent costs in new concessions.
The Financial Result in the first nine months of the year was negative by 8.2 million euros, 1.1 million euros more negative than that recorded in the same period of 2023, due to the effect of the increase in interest on financial leases and partially offset by the growth in income associated with financial applications.
| (million euros) | 9M 2023 9M 2024 |
var. 24 vs 23 |
|||
|---|---|---|---|---|---|
| Financial Results | -8.2 | -2.4% | -7,1 | -2,3% | 14,5% |
| Financial expenses and losses | -12.4 | -3.6% | -10.0 | -3.2% | 23.4% |
| Financial income and gains | 4.2 | 1.2% | 2.8 | 0.9% | 48.2% |
Financial expenses and losses totalled 12.4 million euros, which corresponds to an increase of 2.4 million euros compared to the same period in 2023. A large part of these expenses and losses correspond to interest on leases worth 11.0 million (7.0 million in the same period of 2023).
Financial income and gains increased by 1.4 million euros due to the improvement in the remuneration of investments in financial resources, which were remunerated at an average rate of 3.7%.
The net profit from continuing operations reached 9.1 million euros (it was 9.5 million in the 9 months of 2023). The main contributions to this variation are summarized as follows:
| Variation 9M 2024 vs. 9M 2023 (million euros) |
||
|---|---|---|
| + | Ebitda | 14.0 |
| - Amortisations of Rights of Use | 12.9 | |
| - Amortisation, dep. Impairment losses of TFA, Goodwill and IA | 2.6 | |
| Interest on Leases | 3.8 | |
| - Other Financial Losses | -1.4 | |
| + | Financial Income | 1.4 |
| Income Tax | -2.1 | |
| Net Profit | -0,4 |
Consolidated net profit amounted to 12.2 million euros (10.6 million euros in the same period of 2023) and includes a profit from discontinued operations of 3.1 million euros corresponding to the capital gain on the sale of 8 Burger King restaurants totalling 2.9 million euros and 200 thousand euros in net profit generated until the moment of exit.
Consolidated Assets reached 728 million euros on September 30th and Equity stood at 341.2 million euros, representing around 47% of total Assets. Consolidated Liabilities reached an amount of 386.9 million euros.
The integration of Medfood contributed with 36.8 million euros of assets and 34.9 million euros of liabilities, with the PPA exercise still ongoing to determine the fair value of Assets and Liabilities.
Capex in the period up to September was 25.2 million euros, of which 19.9 million euros went to the expansion program and conversion of restaurants at airports in Spain and 3.7 million euros to the remodelling and modernisation of 30 restaurants.
The Current Liabilities amount to 147.3 million euros, of which 49.2 million correspond to Lease Liabilities, and are 55.7 million euros less than Current Assets. The Group has 31.8 million euros in commercial paper lines and unused contracted credit lines.
As of September 30, 2024, Equity amounted to 341.2 million euros, 13.7 million euros lower than the value recorded at the end of 2023, due to the group having distributed dividends of 20.8 million euros.
| Consolidated Financial Position (million euros) |
31/09/2024 | 31/12/2023 | Var. |
|---|---|---|---|
| Total Assets | 728,0 | 712,4 | 15,7 |
| Total Equity | 341,2 | 354,9 | -13,7 |
| Loans | 24,2 | 28,5 | -4,3 |
| Liability for leases | 264,9 | 229.0 | 35.8 |
| Other liabilities | 97,8 | 100,0 | -2,2 |
| Total Equity and Liabilities | 728,0 | 712,4 | 15,7 |
Net debt (including lease liabilities) amounted to 139.0 million euros, which represents an increase of 71.6 million euros compared to the amount outstanding at the end of 2023 (67.3 million euros), of which 264.9 million correspond to liabilities for leases.
| (million euros) | 30/09/2024 | 31/12/2023 | var. |
|---|---|---|---|
| Total loans | 24.2 | 28.5 | -4.3 |
| Cash and bank deposits | -149.0 | -188.5 | -39.5 |
| Other current and non-current liabilities | -1.0 | -1.6 | -0.6 |
| Net Bank Debt | -125,9 | -161,7 | -35,8 |
| Liability for leases | 264,9 | 229.0 | 35.8 |
| Net Debt | 139,0 | 67,3 | 71.6 |
| Equity | 341.2 | 354.9 | -13.7 |
| Gearing (Net Debt/Net Debt + Equity) | 29% | 16% | |
Total loans, which amounted to 24.2 million euros, increased by 9.8 million euros due to the consolidation of NRS and reduced by 14.1 million euros due to the repayments of existing loans in the Group.
During the first nine months of the year, under the buyback program approved by shareholders in 2023 and a new program approved at the last General Meeting, the group acquired 626,255 shares at an average price of 6.98 euros. On July 5, 2024, a reduction of share capital was recorded due to the extinction of 844,759 own shares, with Ibersol SGPS now holding 258,986 shares acquired at an average price of 7.09 euros and representing 0.62% of the share capital.
Recent forecasts from the Banks of Portugal and Spain for 2024 point to GDP growth of 1.6% and 2.8% respectively, with a slowdown in inflation compared to the last two years and a moderate reduction in interest rates until the end of the year.
The geopolitical situation and the continuation of conflicts in the Middle East and Ukraine continue to generate uncertainty about the future and security of Europe, with potential negative effects on consumer confidence. However, we expect that southern European markets, more exposed to tourism, will continue to show greater resilience in the face of a natural slowdown in consumption. In Portugal, the increase in families' disposable income allows us to predict that this last quarter may be a little more favourable to restaurant consumption.
The year 2024 will also be marked by the conversion of new concession restaurants at the airports of Lanzarote, Madrid, Tenerife and Málaga, which will continue to put pressure on profitability until their conversion into definitive formats and concepts is completed, something that is expected to occur by the end of April 2025.
In terms of expansion of our operations, we will continue with the expansion plans for the Pizza Hut, KFC, Taco Bell and Pret A Manger brands, the last of which opened its first restaurant in Portugal in October.
Porto, November 26th 2024
António Alberto Guerra Leal Teixeira
António Carlos Vaz Pinto de Sousa
_____________________________________ Maria do Carmo Guedes Antunes de Oliveira
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Juan Carlos Vázquez-Dodero de Bonifaz
Maria Deolinda Fidalgo do Couto
| Turnover | Sales + Services Rendered |
|---|---|
| Sales | Sales of Restaurants + Sales of Merchandise |
| Sales of Restaurants | Sales of directly operated restaurants |
| Sales of Merchandise | Sales of goods to third parties and franchisees |
| Gross Margin | Turnover - Cost of Sales |
| EBIT Margin | EBIT / Turnover |
| EBITDA Margin | EBITDA / Turnover |
| LfL | Like for like. Used to compare sales figures using the same basis for measurement |
| EBIT (Earnings before Interest and Taxes) | Operational Results for continuing operations |
| EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) |
Operating results for continuing operations less amortization, depreciation and impairment losses of tangible fixed assets, Rights of Use, Goodwill and Intangible Assets |
| EBITDA without IFRS16 | EBITDA excluding the application of IFRS16 to space rental contracts, thus presenting all rents for the period as operational expenses, in External Supplies and Services |
| Capex | Tangible and intangible assets additions |
| Financial Result | Financial income and gains + Gains (losses) in associated and joint controlled sub. - Financial Expenses and Losses |
| Net Financing Costs | Interest + commissions |
| Interest Coverage | EBITDA / Financing Costs |
| Net Bank Debt | Bonds + bank loans + other loans + financial leases - cash, bank deposits, other non current financial assets and other current financial assets |
| Net Debt | Net Bank Debt + Liability for Leases |
| Gearing | Net Debt / (Net debt + Equity Capital) |
| Financial Autonomy ratio | Equity/Total Assets |
| Condensed Statement of Interim Consolidated Income and Other Comprehensive Income12 | |||
|---|---|---|---|
| Condensed Statement of Interim Consolidated Income and Other Comprehensive Income13 | |||
| Condensed Statement of Interim Consolidated Financial Position14 | |||
| Condensed Statement of Interim Consolidated Cash Flows14 | |||
| Condensed Statement of Interim Consolidated Changes in Equity 16 | |||
| Notes to the condensed consolidated interim financial statements 17 | |||
| 1. | Presentation and Structure of the Group 17 | ||
| 1.1. | Ibersol Group Subsidiaries18 | ||
| 1.2. | Ibersol Group's joint ventures and associates 19 | ||
| 1.3. | Changes in the consolidation perimeter 19 | ||
| 2. | Basis of preparation of the financial information19 | ||
| 2.1. | Bases of presentation20 | ||
| 2.1.1. | Approval of the financial statements 20 | ||
| 2.1.2. | Accounting standards 20 | ||
| 2.1.3. | Measurement basis21 | ||
| 2.1.4. | Comparability21 | ||
| 2.1.5. | Presentation currency and transactions in foreign currency21 | ||
| 2.2. | New standards, amendment and interpretation 22 | ||
| 3. | Operational Risk Management25 | ||
| 3.1. | Risks of the global context 25 | ||
| 3.2. | Risks of development and franchise agreements25 | ||
| 3.3. | Quality and food safety risks 26 | ||
| 3.4. | Price Risk 26 | ||
| 3.5. | Environmental risks 26 | ||
| 4. | Operational Performance 27 | ||
| 4.1. | Revenue27 | ||
| 4.2. | Segment reporting 27 | ||
| 4.3. | Operating income and expenses 29 | ||
| 4.3.1. | Other operating income/(expenses) 29 | ||
| 5. | Working Capital 29 | ||
| 5.1. | Accounts receivable 29 | ||
| 5.1.1. | Other accounts receivable30 | ||
| 5.1.2. | Other debtors31 | ||
| 5.2. | Accounts payable 31 |
| 5.2.1. | Suppliers 32 | ||
|---|---|---|---|
| 5.2.2. | Accrued expenses32 | ||
| 6. | Investments 32 | ||
| 6.1. | Goodwill32 | ||
| 6.2. | Intangible assets33 | ||
| 6.3. | Property, plant and equipment34 | ||
| 6.4. | Right of use assets 35 | ||
| 6.5. | Depreciation, amortization and impairment losses on non-financial assets 36 | ||
| 6.6. | Discontinued operations and non-current assets held for sale37 | ||
| 6.7. | Investment Property39 | ||
| 7. | Financing 39 | ||
| 7.1. | Equity39 | ||
| 7.1.1. | Share capital39 | ||
| 7.1.2. | Own shares40 | ||
| 7.1.3. | Dividends40 | ||
| 7.1.4. | Earnings per share 40 | ||
| 7.2. | Bank Debt41 | ||
| 7.3. | Lease liabilities42 | ||
| 7.4. | Treasury bonds42 | ||
| 7.5. | Cash and bank deposits 43 | ||
| 7.6. | Financial activity result 43 | ||
| 8. | Income tax 44 | ||
| 8.1. | Current income tax 44 | ||
| 8.1.1. | Current tax recognized in the income statements44 | ||
| 8.1.2. | Current tax recognized in the statement of financial position 44 | ||
| 8.2. | Deferred taxes44 | ||
| 8.2.1. | Deferred tax assets 44 | ||
| 8.2.2. | Deferred tax liabilities 45 | ||
| 9. | Other Provisions and Contingencies 46 | ||
| 9.1. | Other provisions46 | ||
| 9.2. | Contingent assets and liabilities46 | ||
| 9.3. | Guarantees 46 | ||
| 10. | Transactions with related parties 47 | ||
| 11. | Subsequent Events 47 | ||
For the nine-months periods ending 30 September 2024 and 2023
| For the nine months period ended 30 September |
|||||
|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||
| Sales | 4.1. | 343 951 128 | 307 341 652 | ||
| Rendered services | 4.1. | 2 413 961 | 2 737 987 | ||
| Cost of sales | -82 749 634 | -73 888 107 | |||
| External supplies and services | -92 245 404 | -90 903 056 | |||
| Payrolll costs | -106 066 999 | -93 510 297 | |||
| Amortisation, depreciation and impairment losses of TFA, Rights of | |||||
| Use, Goodwill and IA | 6.5. | -51 935 247 | -36 479 028 | ||
| Other operating gains (losses) | 4.3. | 4 418 390 | 3 914 871 | ||
| Operating Income | 17 786 195 | 19 214 022 | |||
| Financial expenses and losses | 7.6. | -12 388 362 | -10 038 658 | ||
| Financial income and gains | 7.6. | 4 217 028 | 2 845 672 | ||
| Gains (losses) in associated and joint controlled sub. - Equity method | 3 686 | 57 679 | |||
| Profit before tax from continuing operations | 9 618 547 | 12 078 715 | |||
| Income tax | 8.1.1. | -553 256 | -2 624 648 | ||
| Net profit from continuing operations | 9 065 291 | 9 454 067 | |||
| Discontinued operation | |||||
| Profit (loss) from discontinued operations, net of tax TOTAL COMPREHENSIVE INCOME |
6.6. | 3 097 611 12 162 902 |
1 169 780 10 623 847 |
||
| Another integral result | |||||
| Net exchange differences | -771 860 | -4 126 917 | |||
| CONSOLIDATED COMPREHENSIVE INCOME | 11 391 042 | 6 496 930 | |||
| Consolidated net profit attributable to: | |||||
| Shareholders of parent company | |||||
| Continued operations | 9 063 698 | 9 490 152 | |||
| Discontinued operations | 3 097 611 | 1 169 780 | |||
| Non-controlling interests | |||||
| Continuing operations | 1 593 | -36 085 | |||
| Discontinued Operations | 0 | 0 | |||
| 12 162 902 | 10 623 847 | ||||
| Consolidated comprehensive income attributable to: | |||||
| Shareholders of parent company | |||||
| Continued operations | 8 291 838 | 5 363 235 | |||
| Discontinued operations | 3 097 611 | 1 169 780 | |||
| Non-controlling interests | |||||
| Continuing operations | 1 593 | -36 085 | |||
| Discontinued Operations | 0 11 391 042 |
0 6 496 930 |
|||
| Earnings per share: | 7.1.4. | ||||
| Basic | |||||
| Continuing Operations | 0,22 | 0,22 | |||
| Discontinued Operations | 0,07 | 0,03 | |||
| Diluted | |||||
| Continued operations | 0,22 | 0,22 | |||
| Discontinued Operations | 0,07 | 0,03 | |||
Porto, 26th November 2024 The Board of Directors,
For the third quarter of 2024 and 2023
| Third Trimester | |||
|---|---|---|---|
| Notes | 2024 | 2023 | |
| Sales | 4.1. | 136 280 068 | 116 585 913 |
| Rendered services | 4.1. | 712 094 | 822 396 |
| Cost of sales | -32 865 781 | -27 026 102 | |
| External supplies and services | -36 520 875 | -33 374 595 | |
| Payrolll costs | -39 115 115 | -33 404 556 | |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
6.5. | -18 626 224 | -14 190 498 |
| Other operating gains (losses) | 4.3. | 1 746 298 | 1 875 439 |
| Operating Income | 11 610 465 | 11 287 997 | |
| Financial expenses and losses | 7.6. | -4 652 269 | -3 551 700 |
| Financial income and gains | 7.6. | 1 033 148 | 373 724 |
| Gains (losses) in associated and joint controlled sub. - Equity method | -96 281 | -1 264 | |
| Profit before tax from continuing operations | 7 895 063 | 8 108 757 | |
| Income tax | 8.1.1. | -614 824 | -1 803 541 |
| Net profit from continuing operations | 7 280 239 | 6 305 216 | |
| Discontinued operation | |||
| Profit (loss) from discontinued operations, net of tax | 6.6. | 67 533 | 589 875 |
| TOTAL COMPREHENSIVE INCOME | 7 347 772 | 6 895 091 | |
| Another integral result | |||
| Net exchange differences | -877 250 | 86 950 | |
| CONSOLIDATED COMPREHENSIVE INCOME | 6 470 522 | 6 982 041 | |
| Consolidated net profit attributable to: | |||
| Shareholders of parent company | |||
| Continued operations | 7 280 297 | 6 305 216 | |
| Discontinued operations | 67 533 | 589 875 | |
| Non-controlling interests | |||
| Continuing operations | -58 | 0 | |
| Discontinued Operations | 0 | 0 | |
| 7 347 772 | 6 895 091 | ||
| Consolidated comprehensive income attributable to: | |||
| Shareholders of parent company | |||
| Continued operations | 6 403 047 | 6 392 166 | |
| Discontinued operations | 67 533 | 589 875 | |
| Non-controlling interests | |||
| Continuing operations | -58 | 0 | |
| Discontinued Operations | 0 | 0 | |
| 6 470 522 | 6 982 041 | ||
| Earnings per share: | 7.1.4. | ||
| Basic | |||
| Continuing Operations | 0,18 | 0,15 | |
| Discontinued Operations | 0,00 | 0,01 | |
| Diluted | |||
| Continued operations | 0,18 | 0,15 | |
| Discontinued Operations | 0,00 | 0,01 | |
Porto, 26th November 2024 The Board of Directors,
At 30 September 2024 and 31 December 2023
| ASSETS | Notes | 30/09/2024 | 31/12/2023 |
|---|---|---|---|
| Non-current | |||
| Goodwill | 6.1. | 69 130 888 | 54 391 775 |
| Intangible Assets | 6.2. | 27 613 910 | 26 504 932 |
| Property, plant and equipment | 6.3. | 141 362 192 | 130 710 349 |
| Assets under rights of use | 6.4. | 246 154 972 | 218 816 592 |
| Investment property | 6.7. | 12 614 327 | 12 839 749 |
| Investments in Associates and Joint Ventures | 1.2. | 3 138 467 | 6 323 998 |
| Debt instruments at amortised cost | 7.4. | 900 841 | 585 250 |
| Non-current Receivables | 5.1. | 9 945 182 | 9 149 041 |
| Deferred Tax Assets | 8.2.1. | 13 300 992 | 12 236 647 |
| Total non-current assets | 524 161 771 | 471 558 333 | |
| Current Assets | |||
| Inventories | 14 202 504 | 13 185 289 | |
| Income tax recoverable | 8.1.2. | 4 524 544 | 3 550 462 |
| Debt instruments at amortised cost | 7.4. | 120 480 | 995 489 |
| Current receivables | 5.1. | 35 168 759 | 28 678 238 |
| Cash and bank deposits | 7.5. | 149 015 302 | 188 538 842 |
| Total current assets | 203 031 589 | 234 948 320 | |
| Group of assets classified as held for sale | 6.6. | 846 898 | 5 876 692 |
| Total Assets | 728 040 258 | 712 383 344 | |
| EQUITY | |||
| Share capital | |||
| Share capital | 7.1.1. | 41 514 818 | 42 359 577 |
| Own shares | 7.1.2. | -1 835 604 | -3 244 008 |
| Share premium | 29 900 789 | 29 900 789 | |
| Currency translation reserve | -22 266 533 | -21 494 673 | |
| Legal reserve | 6 091 350 | 4 236 428 | |
| Retained earnings and other reserves | 275 590 687 | 287 597 084 | |
| Net profit for the year | 12 161 309 | 15 537 446 | |
| Equity attributable to shareholders of Ibersol | 341 156 816 | 354 892 643 | |
| Non-controlling Interests | 33 039 | 31 446 | |
| Total Equity | 341 189 855 | 354 924 089 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 7.2. | 19 084 112 | 12 663 527 |
| Lease liabilities | 7.3. | 215 651 301 | 188 846 002 |
| Deferred tax liabilities | 8.2.2. | 2 585 870 | 2 769 902 |
| Other provisions | 9.1. | 2 020 977 | 2 542 118 |
| Non-current payables | 5.2. | 3 704 | 3 704 |
| Total non-current liabilities | 239 345 964 | 206 825 253 | |
| Current Liabilities | |||
| Borrowings | 7.2. | 5 084 604 | 15 790 517 |
| Lease liabilities | 7.3. | 49 205 770 | 40 161 966 |
| Current payables | 5.2. | 92 679 203 | 92 691 914 |
| Income tax payable | 8.1.2. | 347 635 | 156 520 |
| Total current liabilities | 147 317 212 | 148 800 917 | |
| Liabilities directly associated with the group of assets classified as held for sale | 6.6. | 187 226 | 1 833 086 |
| Total Liabilities | 386 850 402 | 357 459 256 | |
| Total Equity and Liabilities | 728 040 258 | 712 383 344 | |
Porto, 26th November 2024 The Board of Directors,
For the nine-months periods ending 30 September 2024 and 2023
| Note | 2024 | 2023 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Receipts from clients | 345 678 172 | 330 178 385 | |
| Payments to supliers | -164 698 087 | -156 896 578 | |
| Staff payments | -102 167 670 | -91 193 577 | |
| Flows generated by operations | 78 812 415 | 82 088 230 | |
| Payments/receipt of income tax | -2 888 417 | -2 563 764 | |
| Other paym./receipts related with operating activities | -15 649 999 | -23 171 486 | |
| Flows from operating activities (1) | 60 273 999 | 56 352 981 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Disposal of discontinued operations net of cash and | |||
| cash equivalents | 6.6. | 5 962 586 | - |
| Financial investments | 46 742 | 739 193 | |
| Tangible fixed assets | 5 051 | ||
| Interest received | 4 299 686 | 2 821 833 | |
| Other financial assets | 944 457 | 231 499 | |
| Payments for: | |||
| Financial investments | 2. | -8 378 395 | -383 834 |
| Other financial assets | -595 241 | - | |
| Tangible fixed assets | -21 007 094 | -20 343 305 | |
| Intangible assests | -2 579 227 | -3 081 290 | |
| Flows from investment activities (2) | -21 306 486 | -20 010 854 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 7.2. | 855 368 | 328 041 |
| Payments for: | |||
| Loans obtained | 7.2. | -14 994 329 | -40 755 649 |
| Rental debt | 7.3. | -26 410 531 | -19 152 216 |
| Interest from loans and similar costs | -1 413 688 | -3 060 858 | |
| Interest from lease contracts | 7.3 | -10 954 368 | -6 988 441 |
| Dividends paid | 7.1.3. | -20 755 209 | -29 651 704 |
| Acquisition of own shares | 7.1.2. | -4 370 066 | -2 027 844 |
| Flows from financing activities (3) | -78 042 823 | -101 308 671 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | -39 075 310 | -64 966 544 | |
| Effects of exchange rate differences | -448 230 | -651 382 | |
| Cash & cash equivalents at the start of the period | 188 538 842 | 237 132 629 | |
| Cash & cash equivalents at end of the period | 7.5. | 149 015 302 | 171 514 703 |
Porto, 26th November 2024 The Board of Directors,
For the nine-months periods ending 30 September 2024 and 2023
| Attributable to equity holders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share Capital |
Own Shares | Share Premium |
Legal Reserves |
Translation Reserve |
Other Reserves & Retained Earnings |
Net Profit |
Total | Non-controlling interests |
Total Equity | |
| Balance as at 1 January 2023 Changes for the period: Application of the 2022 consolidated result: |
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 | |||||||
| Transfer to reserves and retained earnings | 2 260 347 | 157 614 802 -159 875 149 | |||||||||
| Capital reduction Purchase of own shares Conversion reserves - Angola Other changes in non-controlling interests |
7.1.2. | 7.1.1. -3 640 423 | 11 410 227 -58 663 |
-4 126 917 | -7 769 804 -134 421 |
- - -58 663 -4 126 917 -134 421 |
232 775 | - - -58 663 -4 126 917 98 354 |
|||
| Consolidated net profit for the nine months period ending 30 September 2023 |
10 659 932 | 10 659 932 | -36 085 | 10 623 847 | |||||||
| Total changes for the period Consolidated net profit Consolidated comprehensive income Transactions with equity holders in the period |
-3 640 423 | 11 351 563 | - | 2 260 347 | -4 126 917 149 710 577 -149 215 217 | 10 659 932 | 6 339 931 10 659 932 6 533 015 |
196 690 -36 085 -36 085 |
6 536 621 10 623 847 6 496 930 |
||
| Appropriation of consolidated net profit for 2022 Dividends distributed |
7.1.3. | -29 651 704 | -29 651 704 | -29 651 704 | |||||||
| Balance on 30 September 2023 | 42 359 577 | -58 664 | 29 900 789 4 236 428 -14 215 368 287 580 812 10 659 932 | 360 463 506 | 114 971 | 360 578 477 | |||||
| Balance as at 1 January 2024 | 42 359 577 | -3 244 008 29 900 789 4 236 428 -21 494 673 287 597 084 | 15 537 446 | 354 892 642 | 31 446 354 924 088 | ||||||
| Changes in the period: | |||||||||||
| Application of the 2023 consolidated result: | |||||||||||
| Transfer to reserves and retained earnings | 1 854 922 | 13 682 524 -15 537 446 | - | - | |||||||
| Capital reduction | 7.1.1. | -844 759 | 5 778 469 | -4 933 710 | - | - | |||||
| Purchase of own shares | 7.1.2. | -4 370 066 | -4 370 066 | -4 370 066 | |||||||
| Conversion reserves - Angola | -771 860 | -771 860 | -771 860 | ||||||||
| Consolidated net profit for the nine months period ending 30 September 2024 |
12 161 309 | 12 161 309 | 1 593 | 12 162 902 | |||||||
| Total changes for the period | -844 759 | 1 408 403 | - | 1 854 922 | -771 860 | 8 748 814 | -3 376 137 | 7 019 383 | 1 593 | 7 020 976 | |
| Consolidated net profit | 12 161 309 | 12 161 309 | 1 593 | 12 162 902 | |||||||
| Consolidated comprehensive income | 11 389 449 | 1 593 | 11 391 042 | ||||||||
| Transactions with equity holders in the period | |||||||||||
| Appropriation of consolidated net profit for 2023 |
|||||||||||
| Dividends distributed | 7.1.3. | -20 755 209 | -20 755 209 | -20 755 209 | |||||||
| Balance on 30 September 2024 | 41 514 818 | -1 835 604 | 29 900 789 6 091 350 -22 266 533 275 590 688 12 161 309 | 341 156 816 | 33 039 | 341 189 855 |
Porto, 26th November 2024 The Board of Directors,
IBERSOL, SGPS, SA (Group or Ibersol) with head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called "the Group"), operate a network of 536 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FrescCo, SantaMaría, Kentucky Fried Chicken, Pans Café, Pizza Móvil, Miit, Taco Bell, Pret a Manger, Sol, Silva Carvalho Catering and Palace Catering, Goto Café and others. The group has 479 units which it operates and 57 units under a franchise contract. Of this universe, 304 are based in Portugal, of which 303 are owned and 1 franchised, and 220 are based in Spain, spread over 165 own establishments and 55 franchisees, and 11 in Angola and 1 in other locations.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Company: IBERSOL, SGPS, S.A. Head Office: Edifício Península Praça do Bom Sucesso, nº 105 a 159, 9º, Porto, Portugal Legal Nature: Public Limited Company Share Capital: €41,514,818 N.I.P.C.: 501 669 477
Ibersol SGPS parent company and ultimate parent entity is ATPS - SGPS, S.A.
For the periods ended 30 September 2024 and 31 December 2023, the Group companies, their head offices and their main developed business included in the consolidation by the full consolidation method and the respective proportion of equity is as follows:
| % Shareholding | ||||
|---|---|---|---|---|
| Company | Head Office | set/24 | Dec/23 | |
| Subsidiary companies | ||||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% | |
| Ibersol Restauração, S.A. | Porto | 100% | 100% | |
| Ibersande Restauração, S.A. | Porto | 100% | 100% | |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% | |
| Iberaki Restauração, S.A. | Porto | 100% | 100% | |
| Restmon Portugal, Lda | Porto | 61% | 61% | |
| Vidisco, S.L. | Vigo - Espanha | 100% | 100% | |
| Inverpeninsular, S.L. | Vigo - Espanha | 100% | 100% | |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% | |
| Anatir SGPS, S.A. | Porto | 100% | 100% | |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | |
| José Silva Carvalho Catering, S.A. | Porto | 100% | 100% | |
| Iberusa Central de Compras para Restauração ACE | Porto | 100% | 100% | |
| Maestro - Serviços de Gestão Hoteleira, S.A. | Porto | 100% | 100% | |
| SEC - Eventos e Catering, S.A. | Porto | 100% | 100% | |
| IBERSOL - Angola, S.A. | Luanda - Angola | 100% | 100% | |
| HCI - Imobiliária, S.A. | Luanda - Angola | 100% | 100% | |
| Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto | 100% | 100% | ||
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | 100% | |
| The Eat Out Group S.L.U. | Barcelona - Espanha | 100% | 100% | |
| Pansfood, S.A.U. | Barcelona - Espanha | 100% | 100% | |
| Foodstation, S.L.U | Barcelona - Espanha | 100% | 100% | |
| Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Espanha | 100% | 100% | |
| Volrest Aldaia, S.L | Vigo - Espanha | 100% | 100% | |
| Volrest Alcala, S.L | Vigo - Espanha | 100% | 100% | |
| Volrest Alfafar, S.L. | Vigo - Espanha | 100% | 100% | |
| Volrest Rivas, S.L. | Vigo - Espanha | 100% | 100% | |
| Voesmu Restauracion, SL | Vigo - Espanha | 100% | 100% | |
| Food Orchestrator, S.A. | Braga | 84% | 84% | |
| Eat Tasty, S.L. | Madrid | 84% | 84% | |
| Iberespana Central de Compras, A.I.E. | Vigo - Espanha | 100% | 100% | |
| Belsai Restauração, S.A. | Porto | - | 100% | |
| IBERPRET, S.A. | Porto | 100% | - | |
| New Restaurants of Spain, S.A. | Alicante - Espanha | 100% | - | |
| Medfood Invest S.L. | Alicante - Espanha | 100% | - |
The Ibersol group does not have any branches.
For the periods ended 30 September 2024 and 31 December 2023, the Group's companies, their respective head offices and their main developed business included in the consolidation by the equity method and the respective proportion of equity is as follows:
| % Shareholding | |||
|---|---|---|---|
| Company | Head Office | ||
| set/24 | Dec/23 | ||
| Associated companies | |||
| Ziaicos - Serviços e gestão, Lda | Porto | 40% | 40% |
| Companies controlled jointly | |||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% |
| New Restaurants of Spain, S.A. | Alicante - Espanha | - | 40% |
| Medfood Invest S.L. | Alicante - Espanha | - | 40% |
The total share capital of the subsidiaries New Restaurants of Spain (NRS) and Medfood was acquired on 23 July 2024 (introductory note).
In 31 January 2024, the Group sold subsidiary Belsai Restauração, S.A. (note 6.6.).
After 30 September 2024, merge by absorption of the subsidiaries Volrest Aldaia, Volrest Alfafar, Volrest Alcala, Volrest Rivas and Voesmu into the subsidiary Foodstation was registered.
On 23 July 2024, the remaining 60% of the subsidiary Medfood was acquired (Ibersol now holds 100% of the share capital of this company), which holds 100% of the share capital of New Restaurants of Spain (NRS), which currently operates 34 KFC restaurants in southern Spain.
By the end of the year, the PPA exercise will be completed with the calculation of the fair values of the assets, liabilities and contingent liabilities acquired, so that on this date the goodwill resulting from this acquisition, totalling 14,739,113 euros, has been calculated based on the provisional values of the net assets acquired, as follows:
| Date of acquisition | set/24 | ||
|---|---|---|---|
| Net assets acquired (provisional) | 1 712 887 | 2 718 123 | |
| Provisional goodwill (Note 6.1) | 14 739 113 | ||
| Non-controlling interests | - | ||
| Acquisition price | 16 452 000 | ||
| Payments made | 13 252 000 | ||
| Amounts payable in the future (Note 5.2) | 3 200 000 | ||
| 16 452 000 | |||
| Net cash flow from acquisition | |||
| Payments made | 10 252 000 | ||
| Cash and cash equivalents acquired | 1 873 913 | ||
| 8 378 087 |
With the purchase price of 16,452,000 euros, 10,252,000 euros was paid in the nine months ended 30 September, 3 million euros being paid in advance in May 2023 and 3,200,000 euros on 23 October 2024.
The impact of the acquisitions of the subsidiaries New Restaurants of Spain (NRS) and Medfood on the Condensed Consolidated Interim Statement of Profit and Loss and Other Comprehensive Income as at 30 September 2024 is as follows:
| Notes | 30/09/2024 | |
|---|---|---|
| Sales | 4.1. | 11 749 805 |
| Rendered services | 4.1. | 24 194 |
| Cost of sales | -2 982 838 | |
| External supplies and services | -3 064 509 | |
| Payrolll costs | -3 098 336 | |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
6.5. | -989 368 |
| Other operating gains (losses) | 4.3. | -4 438 |
| Operating Income | 1 634 510 | |
| Financial expenses and losses | 7.6. | -546 483 |
| Financial income and gains | 7.6. | - |
| Gains (losses) in associated and joint controlled sub. - Equity method | - | |
| Profit before tax | 1 088 027 | |
| Income tax | 8.1.1. | -272 007 |
| Net profit from | 816 020 |
The interim condensed consolidated financial statements were approved by the Board of Directors and authorized for issue on 26 November 2024.
The shareholders have the right not to approve the accounts authorized for issue by the Board of Directors and to propose their amendment.
These condensed consolidated interim financial statements have been prepared in accordance with International Standard 34 - Interim Financial Reporting, and therefore do not include all the information required by the annual financial statements, and should be read in conjunction with the company's financial statements for the period ending 31 December 2023.
The interim consolidated financial statements have been prepared in accordance with the historical cost principle.
The Group's Consolidated Financial Statements have been prepared in accordance with the same accounting principles and policies adopted by the Group in the preparation of the annual financial statements, except for the adoption of new standards, amendments and interpretations with mandatory application from 1 January 2024, and essentially including an explanation of the events and changes relevant to an understanding of the variations in the Group's financial position and performance since the date of the annual report. Accordingly, the accounting policies and part of the notes contained in the 2023 financial statements have been omitted, either because they have not changed or because they are not materially relevant to understanding these interim financial statements.
The condensed consolidated interim financial statements have been prepared on the assumption of continuity of operations, under the principle of historical cost changed to fair value in the case of derivative financial instruments.
The preparation of the financial statements requires estimates and management judgments.
The condensed consolidated interim financial statements are comparable in all material respects with the prior year.
The Financial Statements of each of the Group's entities are prepared using the currency of the economic environment in which the entity operates ("functional currency"). The consolidated Financial Statements are presented in Euros, which is the Ibersol Group's functional and presentation currency.
The foreign currency exchange rates used to convert transactions and balances expressed in Kwanzas at 30 September 2024 and 31 December 2023 were respectively:
| set/24 | ||
|---|---|---|
| Euro exchange rates | Rate on 30 September | Average interest rate |
| (x foreign currency per 1 Euro) | 2024 | September 2024 |
| Kw anza de Angola (AOA) | 1052,632 | 958,773 |
| Dec/23 | ||
| Euro exchange rates | Rate on December, 31 | Average interest |
| (x foreign currency per 1 Euro) | 2023 | rate year 2023 |
| Kw anza de Angola (AOA) | 931,099 | 746,269 |
| Date of | ||
|---|---|---|
| Standards | Change application |
|
| statements are the following: | Recently issued pronouncements already adopted by the Group Ibersol in the preparation of the financial | |
| Clarification requirements for classifying liabilities as current or non-current (amendments to IAS 1 – Presentation of Financial |
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; |
1 January 2024 |
| Statements) | 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). |
|
| Lease liability in a sale-and leaseback (amendments to IFRS 16 – Leases) |
The IASB issued amendments to IFRS 16 - Leases in September 2022 that introduce a new accounting model for variable payments in a sale and leaseback transaction. The amendments confirm the following: - On initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction. - After initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognises no gain or loss relating to the right of use it retains. A seller-lessee may adopt different approaches that satisfy the new requirements on subsequent measurement. Under IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, a seller-lessee will need to apply the amendments retrospectively to sale-and-leaseback transactions entered into or after the date of initial application of IFRS 16. This means that it will need to identify and re-examine sale-and leaseback transactions entered into since implementation of IFRS 16 in 2019, and potentially restate those that included variable lease payments. |
1 January 2024 |
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements |
On 25 May 2023, the International Accounting Standards Board (IASB) published Supplier Finance Arrangements with amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures. The amendments relate to disclosure requirements in connection with supplier financing arrangements - also known as supply chain financing, financing of trade payables or reverse factoring arrangements. |
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. |
|---|
| ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
| Standards | Date of | |
|---|---|---|
| Change | application | |
| The Group/Entity decided to opt for not having an early application of the following standards endorsed by EU. | ||
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability |
On 15 August 2023, the International Accounting Standards Board (the IASB or Board) issued Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates) (the amendments). The amendments clarify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. |
|
| A currency is exchangeable into another currency when a company is able to exchange that currency for the other currency at the measurement date and for a specified purpose. When a currency is not exchangeable, a company needs to estimate a spot rate. |
1 January 2025 | |
| Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These disclosures might include: |
||
| - the nature and financial impacts of the currency not being exchangeable; - the spot exchange rate used; - the estimation process; and - risks to the company because the currency is not exchangeable. |
||
| Early adoption is permitted. | ||
| On 30 May 2024, the International Accounting Standards Board (the IASB or Board) issued amendments to the classification and measurement requirements in IFRS 9 Financial Instruments. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. |
||
| These amendments aim to: | ||
| - Clarify the classification of financial assets with environmental, social, and corporate governance (ESG) and similar features, as ESG-linked features in loans could affect whether the loans are measured at amortised cost or fair value. To resolve any potential diversity in practice, the amendments clarify how the contractual cash flows on such loans should be assessed. |
||
| - Clarify the date on which a financial asset or financial liability is derecognised when the settlement of liabilities is made through electronic payment systems. There is an accounting |
1 January 2026 |
| Amendments to the Classification and Measurement of Financial Instruments |
policy option to allow a company to derecognise a financial liability before it delivers cash on the settlement date if specified criteria are met. - Enhance the description of the term 'non-recourse', under the amendments, a financial asset has non-recourse features if an entity's ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets. The presence of non-recourse features does not necessarily preclude the financial asset from meeting the SPPI criterion, but the features do need to be carefully considered. - Clarify that a contractually linked instrument must feature a waterfall payment structure that creates concentration of credit risk by allocating losses disproportionately between different tranches. The underlying pool can include financial instruments not in the scope of IFRS 9 classification and measurement (e.g., lease receivables), but must have cash flows that are equivalent to SPPI. |
|
|---|---|---|
| The IASB has also introduced additional disclosure requirements regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features, for example features tied to ESG-linked targets. |
||
| IFRS 18 Presentation and Disclosure in Financial Statements |
Early adoption is permitted. On 9 April 2024, the International Accounting Standards Board (the IASB or Board) issued the new Standard, IFRS 18 Presentation and Disclosure in Financial Statements. The main changes introduced by this Standard are: - Promotes a more structured income statement. In particular, it introduces a newly defined 'operating profit' subtotal and a requirement for all income and expenses to be classified into three new distinct categories based on a company's main business activities, namely: Operating, Investing and Financing. - Requirement to companies to analyse their operating expenses directly on the face of the income statement – either by nature, by function or on a mixed basis. - Requirement to some of the 'non-GAAP' measures the Company/Group uses to be reported in the financial statements. It defines MPMs as a subtotal of income and expenses that: o is used in public communications outside the financial statements; and o communicates management's view of financial performance. For each MPM presented, companies will need to explain in a single note to the financial statements why the measure provides useful information and how it is calculated, and to reconcile it to an amount determined under IFRS Accounting Standards. - Introduction of enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes. Earlier application is permitted and applies retrospectively. On 9 May 2024, the International Accounting Standards Board |
1 January 2027 |
| IFRS 19 Presentation and Disclosure in Financial Statements |
(the IASB or Board) issued the new Standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures, which permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. Applying IFRS 19 will reduce the costs |
1 January 2027 |
| of preparing subsidiaries' financial statements while maintaining the usefulness of the information for users of their financial statements. |
|
|---|---|
| A subsidiary may choose to apply the new standard in its consolidated, separate or individual financial statements provided that, at the reporting date: - it does not have public accountability; - its parent produces consolidated financial statements under IFRS Accounting Standards. |
|
| A subsidiary applying IFRS 19 is required to clearly state in its explicit and unreserved statement of compliance with IFRS Accounting Standards that IFRS 19 has been adopted. Earlier application is permitted and applies retrospectively. |
The adoption of the standards and amendments endorsed by the European Union and of mandatory application for annual periods beginning on or after 1 January 2024 did not result in significant impacts on the consolidated financial statements.
The adoption of the new standards and interpretations already endorsed by the European Union is not expected to have a material impact on the Group's consolidated financial statements.
The Ibersol Group pays special attention to the global geopolitical context, namely the war in Ukraine and the conflict in Gaza and adjoining territories, whose effects on the global economy (shortages of goods and energy, logistical disruptions, rising inflation) and on society have been significant and may yet worsen, making the entire global context more complex in the medium and long term, with changes to global food supply chains, which have consequences for operations and business profitability.
In previous years, the Group signed development contracts with Taco Bell and KFC (for Portugal and Spain). During 2022 a new development contract was signed with the Pret a Manger brand.
These development contracts guarantee the right and obligation to open new restaurants (in exceptional circumstances, such as the pandemic crisis, readjustments to the development programs were agreed upon). In case of non-fulfillment of the opening plans foreseen in these contracts the franchisors may terminate the respective development contracts.
In addition, the development agreements provide for requirements and conditions to be met prior to the sale of the controlling interest of the subsidiary that operates the agreement, the issuance of capital instruments and/or change of control in those subsidiaries, as well as the sale of the business or restaurants owned by said subsidiaries, which include, among others: the prior agreement of the franchisors, information obligations and several transfer procedures, possible payment of charges or fees, as well as the right of first refusal in favor of the franchisors. The franchise contracts in relation to some international brands foresee the possibility of termination in case of change of control of Ibersol SGPS, S.A. without the franchisor's prior agreement.
In the restaurants where it operates with international brands, the group enters into long-term franchise contracts: 10 years in the case of Pizza Hut, Taco Bell and KFC and up to 12 years in the case of Prêt A Manger, renewable for another 10 years at the franchisee's option, as long as certain obligations are met.
It has been the practice for these contracts to be renewed upon expiration. However, nothing obliges franchisors to do so, so there may be the risk of non-renewal.
In these contracts it is normal to pay an "Initial Fee" at the beginning of each contract and a "Renewal Fee" at the end of the initial period, in addition to an operating and marketing royalty on sales made.
Ibersol Group's quality department is responsible for identifying and ensuring control of food quality and safety risks. Thus, various prevention and control measures are implemented for different areas of the Group's business. In this context, some measures stand out, such as: ensuring the implemented Traceability System and the control of the Production Process in the units, through the HACCP (Hazard Analysis & Critical Control Points) System.
Significant changes in commodity prices are largely reflected in the selling prices of products and monitored by the market. However, when commodity price increases are much higher than general inflation, these changes are gradually impacted in selling prices, and in the short term there may be a degradation of the gross margin.
The Ibersol Group's management of environmental risks is largely based on the implementation and certification of management systems, such as the ISO 14001 standard. In particular, the main flows of packaging materials are monitored and reporting obligations are fulfilled with the entities licensed to manage and promote the selection, collection and recycling of packaging in the Portuguese and Spanish markets.
Climate change is increasingly affecting agricultural production in various markets, leading to food shortages, price volatility and disruptive events in global supply chains. To help mitigate these situations and guarantee the continuity of its activities, the Ibersol Group is working on reducing its greenhouse gas emissions and adjusting its sourcing strategies.
The increasingly frequent occurrence of extreme natural events threatens people's safety and business continuity. The Ibersol Group has ISO certifications that guarantee high standards of health, occupational safety and food quality and safety, as well as complying with all legal rules on physical safety and civil protection. On the other hand, the Covid-19 pandemic has required more resilient and flexible management processes, including the digitalisation of sales channels and business support activities, strengthening internal crisis management and business continuity skills.
The Ibersol Group depends on the use of natural and energy resources for its operation, but it is aware of the impacts that events such as extreme drought and price volatility in the energy market can have on its operation and results, so it maintains internal policies and specific initiatives for more efficient use of these resources.In addition, the Ibersol Group respects standards and good practices in the storage, handling and distribution of food and non-food raw materials, with robust monitoring, segregation and traceability processes to minimise food safety risks and reputational risks.
The revenue from contracts with customers is presented as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Catering sales | 336 145 330 | 307 210 855 | ||
| Restaurant sales | 321 867 603 | 290 289 862 | ||
| Event catering sales | 8 510 396 | 12 258 080 | ||
| Concession catering sales | 5 767 331 | 4 662 913 | ||
| Merchandise sales to franchisees | 9 194 897 | 8 930 873 | ||
| Total sales | 345 340 227 | 316 141 728 | ||
| Services Rendered | 2 413 961 | 2 737 987 | ||
| Franchise royalties | 1 411 811 | 1 412 012 | ||
| Rents from investment properties | 532 662 | 610 041 | ||
| Other | 469 488 | 715 934 | ||
| Turnover Continuing Operations | 347 754 188 | 318 879 715 | ||
| Turnover Discontinued Operations | 1 389 099 | 8 800 076 | ||
| Turnover | 346 365 089 | 310 079 639 |
In 30 September 2024 restaurant sales through Aggregator platforms amount to €33.3 million.
Ibersol's Management monitors the business based on the following segments:
| SEGMENT | |||||||
|---|---|---|---|---|---|---|---|
| Restaurants | Counters | Concessions, Travel and Catering |
|||||
| Brands | |||||||
| Pizza Hut | KFC | SOL (AS) | |||||
| Pasta Caffe | Taco Bell | Concessões | |||||
| Pizza Móvil | Miit | Catering | |||||
| FresCo | Pans & Co. | Lojas | |||||
| Ribs Sta Maria | Pans Café | Conveniência | |||||
| Travel | |||||||
| Pret a Manger |
| Restaurants | Counters | Concessions, Travel and Catering |
Others, eliminations and adjustments |
Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| set/24 | set/23 | set/24 | set/23 | set/24 | set/23 | set/24 | set/23 | set/24 | set/23 | |
| Turnover | 82 341 976 | 81 282 387 | 133 663 383 | 110 337 145 | 129 209 239 | 115 070 217 | 1 150 492 | 3 389 890 | 346 365 089 | 310 079 639 |
| Operating profit minus amortisation, deprec. and impairment losses |
13 873 936 | 13 309 780 | 23 857 319 | 21 869 584 | 31 903 351 | 20 093 689 | 86 836 | 419 998 | 69 721 442 | 55 693 050 |
| Amortisation, depreciation and impairment losses |
-9 195 319 | -7 566 964 | -16 744 546 | -13 901 150 | -24 770 751 | -13 762 027 | -1 224 631 | -1 248 888 | -51 935 247 | -36 479 028 |
| Operating profit | 4 678 617 | 5 742 816 | 7 112 773 | 7 968 435 | 7 132 599 | 6 331 662 -1 137 795 | -828 890 | 17 786 195 | 19 214 022 | |
| Financial profit (loss) | -8 171 334 | -7 192 986 | ||||||||
| Other non-operating gains (losses) | 3 686 | 57 679 | ||||||||
| Income tax for the period | -553 256 | -2 624 648 | ||||||||
| Consolidated net profit | 9 065 291 | 9 454 067 | ||||||||
| set/24 | Dec/23 | set/24 | Dec/23 | set/24 | Dec/23 | set/24 | Dec/23 | set/24 | Dec/23 | |
| Total allocated assets | 102 635 414 | 93 930 218 | 207 203 822 | 180 202 936 | 228 259 776 | 205 551 943 | 11 933 851 | 13 268 083 | 550 032 864 | 492 953 180 |
| Total allocated liabilities | 62 311 835 | 52 618 654 | 94 148 629 | 85 070 978 | 201 841 856 | 187 186 759 | 1 445 861 | 1 202 399 | 359 748 181 | 326 078 790 |
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 |
set/24 | Dec/23 | ||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Deferred Taxes | 13 300 992 | 2 585 870 | 12 236 647 | 2 769 902 |
| Income tax | 4 524 544 | 347 635 | 3 550 462 | 156 520 |
| Net Financing | 149 015 302 | 24 168 716 | 188 538 842 | 28 454 044 |
| BK sale receivable amount | 6 656 848 | - | 6 803 122 | - |
| Non-current accounts receivable | 349 920 | - | 396 355 | - |
| Investments in associates and joint ventures | 3 138 467 | - | 6 323 998 | - |
| Debt instruments at amortised cost | 1 021 321 | - | 1 580 739 | - |
| Total | 178 007 394 | 27 102 221 | 219 430 165 | 31 380 466 |
| set/24 | Dec/23 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Allocated by segment | 550 032 864 | 359 748 182 | 492 953 179 | 326 078 790 |
| Not allocated | 178 007 394 | 27 102 221 | 219 430 165 | 31 380 466 |
| Total Balance | 728 040 258 | 386 850 402 | 712 383 344 | 357 459 256 |
As at 30 September 2024 the breakdown of revenues and non-current assets by geography is as follows:
| 30 September 2024 | Portugal | Angola | Espanha | Grupo |
|---|---|---|---|---|
| Turnover | 185 320 806 | 10 222 389 | 150 821 894 | 346 365 089 |
| Tangible and intangible fixed assets | 118 312 135 | 5 586 237 | 45 077 731 | 168 976 103 |
| Right-of-Use Assets | 53 874 132 | 555 840 | 191 724 999 | 246 154 971 |
| Investment property | 12 614 327 | - | - | 12 614 327 |
| Goodwill | 6 604 503 | 130 714 | 62 395 671 | 69 130 888 |
| Deferred tax assets | - | - | 13 300 992 | 13 300 992 |
| Investments in assoc. and joint ventures | 3 138 467 | - | - | 3 138 467 |
| Non-current accounts receivable | 349 920 | - | 9 595 262 | 9 945 182 |
| Debt instruments at amortised cost | - | 900 841 | - | 900 841 |
| Total non-current assets | 194 893 484 | 7 173 632 | 322 094 655 | 524 161 771 |
Other expenses and other operating income breakdown in 30 September 2024 and 31 December 2023 is presented as follows:
| 2024 | 2023 | |
|---|---|---|
| Other operating expenses | ||
| Direct/indirect taxes not affecting the operating activity | 621 984 | 615 617 |
| Losses on tangible fixed assets | 329 802 | 10 707 |
| Exchange differences | 593 432 | 1 282 840 |
| Stock losses | 31 303 | 30 778 |
| Membership fees, donations and gifts and inventory samples | 116 130 | 118 854 |
| Impairment adjustments (of receivables) | 59 600 | 64 974 |
| Other operating expenses | 330 888 | 236 529 |
| 2 083 139 | 2 360 299 | |
| Other operating income | ||
| Reversal of loss Earn Out | 530 000 | - |
| Operating subsidies | 101 092 | 108 579 |
| Supplementary income | 5 249 794 | 5 551 677 |
| Exchange differences | 91 468 | 240 095 |
| Gains on assets | 223 963 | 4 648 |
| Impairment (reversal) of accounts receivable | 25 000 | 107 020 |
| Investment subsidies | 7 948 | 10 995 |
| Other operating income | 272 264 | 252 156 |
| 6 501 529 | 6 275 170 | |
| Other operating income / (expenses) | 4 418 390 | 3 914 871 |
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 | set/24 | Dec/23 | |
|---|---|---|---|
| Non-current accounts receivable | |||
| Non-current financial assets | 349 920 | 396 355 | |
| Other accounts receivable | 5.1.1. | 9 674 330 | 8 853 318 |
| Accumulated impairment losses | -79 068 | -100 632 | |
| 9 945 182 | 9 149 041 | ||
| Current accounts receivable | |||
| Clients | 10 731 803 | 7 855 070 | |
| State and other public entities | 3 461 784 | 4 422 999 | |
| Other debtors | 5.1.2 | 8 358 913 | 5 605 985 |
| BK sale receivable amount | 6 656 848 | 6 803 122 | |
| Advances to suppliers c/a | 172 426 | 258 510 | |
| Advances to suppliers of fixed assets | 1 511 512 | 64 940 | |
| Accrued income | 4 893 559 | 4 664 530 | |
| Expenses to be recognised | 2 257 477 | 1 877 649 | |
| Accumulated impairment losses | -2 875 563 | -2 874 567 | |
| 35 168 759 | 28 678 238 | ||
| Total Accounts receivable | 45 113 941 | 37 827 279 |
For the periods ended 30 September 2024 and 31 December 2023, the accounts receivable item breaks down as follows:
Of the estimated amount to be received from the sale of Burger King (BK), 6,650,000 euros relate to the earn-out estimated value of the fulfillment of the extension program of some contracts, to be concluded in 2024, and therefore presented as current.
The balance relates essentially to the Labor Compensation Fund.
The balance relates essentially to VAT recoverable in the amount of 3,302,229 euros at 30 September 2024 (4,355,486 euros in 31 December 2023).
The balance of the caption other non-current accounts receivable is mainly composed of deposits and guarantees in Spain, resulting from lease contracts. Accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debts, are subsequently measured at amortized cost, using the effective rate method, less impairment adjustment.
The Group considers that this asset is not exposed to relevant credit risk, since in general these assets are directly associated with rent payment obligations.
These guarantees may be executed by the beneficiaries in the event of contractual breach by Ibersol, such as in cases where the rent is not paid.
The value of the guarantees and deposits related to the Airport lease agreements in Spain with AENA at 30 September 2024 total 6,750,064 euros (6,433,518 euros in 31 December 2023).
On 30 September 2024 and 31 December 2023 the balance under Other debtors includes aggregators, other suppliers' debts, debits to suppliers for the recovery of charges for marketing and rappel contributions, meal vouchers (delivered by customers), short-term guarantees and miscellaneous advances, as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Meal card/Aggregators | 3 075 845 | 1 521 156 |
| Deposits and guarantees | 326 158 | 292 448 |
| Marketing and rappel | 592 655 | 936 347 |
| Suppliers and other debtors balance | 2 251 020 | 1 427 403 |
| Advances | 473 232 | 484 643 |
| Staff expenses | 201 155 | 251 886 |
| Credit sales | 1 334 963 | 632 431 |
| Continente card | 103 886 | 59 672 |
| Total | 8 358 913 | 5 605 985 |
The "Meal card" amounts refer to payments at the establishments and that are charged to the card issuers electronically after 15 days of processing or when by physical delivery after collection, checking and deposit. The Aggregators transfer the collections made on behalf of the restaurants within an average period of 15 days.
The Marketing and rappel item corresponds to amounts debited to Suppliers at the end of the year.
In the periods ended 30 September 2024 and 31 December 2023, the accounts payable item breaks down as follows:
| Note | set/24 | Dec/23 | |
|---|---|---|---|
| Non-current payables | |||
| Non-current payables | 3 704 | 3 704 | |
| 3 704 | 3 704 | ||
| Current payables | |||
| Suppliers | 5.2.1. | 49 884 723 | 54 886 999 |
| Accrued expenses | 5.2.2. | 23 651 624 | 25 136 233 |
| Other creditors | 7 414 347 | 3 895 458 | |
| Financial investments | 2. | 3 200 000 | - |
| State and other public entities | 8 020 268 | 8 284 037 | |
| Income to be recognised | 508 241 | 489 187 | |
| 92 679 203 | 92 691 914 | ||
| Total accounts payable | 92 682 907 | 92 695 618 | |
The balance of the item State and other public entities results, essentially, from VAT payable (4,191,484 euros) and Social Security (3,079,824 euros).
The breakdown of suppliers on 30 September 2024 and 31 December 2023, is as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Suppliers - Incoming invoices | 38 289 923 | 37 706 796 |
| Suppliers - Invoices being received and checked | 8 266 616 | 8 342 563 |
| Suppliers of fixed assets - current account | 3 328 184 | 8 837 640 |
| Total accounts payable to suppliers | 49 884 723 | 54 886 999 |
As at 30 September 2024 and 31 December 2023 the breakdown of accrued expenses, is as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Insurance payable | 167 891 | 147 885 |
| Accrued payroll | 11 022 071 | 8 830 884 |
| Rents and leases | 5 799 516 | 10 217 772 |
| External services rendered | 5 996 374 | 5 779 889 |
| Others | 665 772 | 159 803 |
| Total accrued expenses | 23 651 624 | 25 136 233 |
Accrued expenses - rents and leases essentially include the amount relating to the adjustment of minimum rents to be paid to AENA in relation to the contract at Barcelona airport in Spain which, as a result of Law 13/2021, will only have guaranteed minimum rents once annual passenger traffic exceeds that of 2019.
Goodwill is allocated to each of the reportable segments as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Restaurants | 7 147 721 | 7 147 721 |
| Counters | 27 298 058 | 12 558 945 |
| Concessions and Catering | 34 505 388 | 34 505 388 |
| Others | 179 721 | 179 721 |
| Total | 69 130 888 | 54 391 775 |
Goodwill is in turn allocated to the following groups of homogeneous cash generating units:
| set/24 | Dec/23 | |
|---|---|---|
| Restaurants | 7 147 721 | 7 147 721 |
| Ribs | 5 175 479 | 5 175 479 |
| Pizza Hut | 1 972 242 | 1 972 242 |
| Counters | 27 298 058 | 12 558 945 |
| Pans & C.º | 11 850 160 | 11 850 160 |
| KFC (PT) | 708 785 | 708 785 |
| KFC provisional (ES) | 14 739 113 | - |
| 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 | 69 130 888 | 54 391 775 |
In the periods ended 30 September 2024 and 31 December 2023, there were no changes in goodwill, as follows:
| Restaurants | Counters | Concessions | Others | Total | |
|---|---|---|---|---|---|
| and Catering | |||||
| 01 January 2023 | 7 147 721 | 12 558 945 | 34 505 388 | 179 721 | 54 391 775 |
| Valor ativo | 17 757 288 | 12 558 945 | 38 847 684 | 179 721 | 69 343 638 |
| Imparidade acumulada | -10 609 567 | - | -4 342 296 | - | -14 951 863 |
| 31 December 2023 | 7 147 721 | 12 558 945 | 34 505 388 | 179 721 | 54 391 775 |
| Additions | - | 14 739 113 | - | - | 14 739 113 |
| 30 September de 2024 | 7 147 721 | 27 298 058 | 34 505 388 | 179 721 | 69 130 888 |
| Valor ativo | 17 757 288 | 27 298 058 | 38 847 684 | 179 721 | 84 082 751 |
| Imparidade acumulada | -10 609 567 | - | -4 342 296 | - | -14 951 863 |
| 30 September de 2024 | 7 147 721 | 27 298 058 | 34 505 388 | 179 721 | 69 130 888 |
Additions relate to the purchase of NRS, note 2.
The group's main operating rights refer to the franchise rights paid to international brands when opening restaurants operating under the brand: 10 years in the case of Pizza Hut, Taco Bell and KFC, and 12 years in the case of Pret a Manger.
As at 30 September 2024, the concessions, included under the industrial property heading, and the respective associated useful life, are presented as follows:
| Concession Rights | No. Years | Limit year for use |
|---|---|---|
| Lusoponte Service Area | 33 | 2032 |
| 2ª Circular Service Area | 10 | 2027 |
| Portimão Marina | 60 | 2061 |
| Pizza Hut Cais Gaia | 20 | 2024 |
| Modivas Service Area | 28 | 2031 |
| Barcelos Service Areas | 30 | 2036 |
| Alvão Service Areas | 30 | 2036 |
| Lousada (Felgueiras) Service Areas | 24 | 2030 |
| Vagos Service Areas | 24 | 2030 |
| Aveiro Service Areas | 24 | 2030 |
| Ovar Service Areas | 24 | 2030 |
| Gulpilhares (Vilar do Paraíso) Service Areas | 24 | 2030 |
| Talhada (Vouzela) Service Areas | 25 | 2031 |
| Viseu Service Areas | 25 | 2031 |
| Matosinhos Service Areas | 24 | 2030 |
| Maia Service Areas | 26 | 2032 |
During the nine-month period ending 30 September 2024 and the year ending 31 December 2023, the movement in the value of intangible assets, as well as in the respective amortization and accumulated impairment losses, was as follows:
| Brands | Industrial property |
Other intangible assets |
Intangible assets in progress |
Total | |
|---|---|---|---|---|---|
| 01 January 2023 | 15 216 667 | 8 827 817 | 1 654 327 | 1 163 972 | 26 862 783 |
| Currency translation | - | -154 978 | - | -51 720 | -206 698 |
| Additions | - | 2 999 265 | 438 662 | 148 672 | 3 586 599 |
| Decreases | - | -28 321 | -451 663 | -3 800 | -483 784 |
| Transfers | - | 477 017 | 8 948 | -457 017 | 28 948 |
| Amortization for the year | -1 100 000 | -1 984 310 | -198 606 | - | -3 282 916 |
| 31 December 2023 | 14 116 667 | 10 136 490 | 1 451 668 | 800 107 | 26 504 932 |
| Cost | 22 000 000 | 43 042 919 | 10 888 275 | 800 107 | 76 731 301 |
| Accumulated amortization | -7 883 333 | -28 595 489 | -9 404 310 | - | -45 883 132 |
| Accumulated Impairment | - | -4 310 940 | -32 296 | - | -4 343 237 |
| 31 December 2023 | 14 116 667 | 10 136 490 | 1 451 669 | 800 107 | 26 504 932 |
| Changes in the consolidation perimeter | - | 1 148 899 | - | - | 1 148 899 |
| Currency translation | - | -2 487 | - | -8 159 | -10 646 |
| Additions | - | 1 481 148 | 397 314 | 700 765 | 2 579 227 |
| Decreases | - | -73 683 | - | - | -73 683 |
| Transfers | - | 94 806 | - | -94 616 | 190 |
| Amortization for the year | -825 000 | -1 572 000 | -138 011 | - | -2 535 011 |
| 30 September 2024 | 13 291 667 | 11 213 173 | 1 710 972 | 1 398 097 | 27 613 910 |
| Cost | 22 000 000 | 46 313 028 | 10 617 354 | 1 398 097 | 80 328 479 |
| Accumulated amortization | -8 708 333 | -30 788 915 | -8 874 086 | - | -48 371 334 |
| Accumulated Impairment | - | -4 310 940 | -32 296 | - | -4 343 236 |
| 30 September 2024 | 13 291 667 | 11 213 173 | 1 710 972 | 1 398 097 | 27 613 910 |
From the acquisition of business combination, changes in the consolidation perimeter (Note 2) show provisional figures.
The addition in Industrial Property corresponds mostly to the improvement of programs and software and to renewal licenses and new franchise contracts.
Intangible assets in progress mostly relate to territorial rights to open units, which are paid in advance to the brands at the time when joint agreements are signed between Ibersol and the franchisors to open units.
During the nine-month period ending 30 September 2024 and the year ending 31 December 2023, the movement in the value of tangible fixed assets, as well as in the respective amortization and accumulated impairment losses, was as follows:
| Buildings and | Other | ||||||
|---|---|---|---|---|---|---|---|
| Land | other | Equipment | tangible fixed | Other tangible | Total | ||
| constructions | assets | fixed assets | |||||
| 01 January 2023 | 14 581 536 | 90 463 145 | 19 209 331 | 4 879 846 | 1 406 444 130 540 302 | ||
| Currency translation | -3 893 267 | -4 581 579 | -1 136 294 | 80 482 | -12 880 | -9 543 538 | |
| Additions | - | 15 205 233 | 8 290 421 | 1 637 692 | 4 239 987 | 29 373 332 | |
| Decreases | - | -5 433 | -177 759 | -19 646 | -8 442 | -211 280 | |
| Transfers | -3 484 496 | -345 487 | 216 142 | 46 584 | -732 470 | -4 299 726 | |
| Depreciation for the year | -46 963 | -8 662 341 | -4 661 124 | -1 233 048 | - | -14 603 476 | |
| Impairment for the year | - | -431 484 | - | - | - | -431 484 | |
| Transfer discontinued operations | - | -99 308 | -11 052 | -3 423 | - | -113 783 | |
| 31 December 2023 | 7 156 810 | 91 542 747 | 21 729 665 | 5 388 487 | 4 892 639 130 710 349 | ||
| Cost | 7 330 374 | 203 913 457 | 105 374 464 | 22 703 194 | 4 892 639 344 214 128 | ||
| Accumulated depreciation | -164 564 | -100 125 389 | -83 213 373 | -17 297 133 | - | -200 800 459 | |
| Accumulated Impairment | -9 000 | -12 245 321 | -431 427 | -17 574 | - | -12 703 322 | |
| 31 December 2023 | 7 156 810 | 91 542 747 | 21 729 665 | 5 388 487 | 4 892 639 130 710 349 | ||
| Changes in the consolidation perimeter | 621 254 | 1 879 653 | 7 464 621 | - | - | 9 965 528 | |
| Currency translation | -59 958 | 18 836 | 34 842 | 12 931 | -115 438 | -108 787 | |
| Additions | 591 286 | 5 240 117 | 1 351 628 | 1 394 834 | 5 473 202 | 14 051 066 | |
| Decreases | - | -485 162 | -28 840 | -7 962 | -33 984 | -555 948 | |
| Transfers | - | 856 947 | 843 446 | 69 077 | -1 774 083 | -4 614 | |
| Depreciation for the year | -10 983 | -7 275 374 | -4 463 313 | -945 730 | - | -12 695 400 | |
| 30 September 2024 | 8 298 409 | 91 777 764 | 26 932 048 | 5 911 636 | 8 442 336 141 362 192 | ||
| Cost | 8 470 147 | 213 880 691 | 126 938 257 | 24 001 320 | 8 442 335 381 732 750 | ||
| Accumulated depreciation | -162 737 | -110 638 336 | -99 574 782 | -18 072 110 | - | -228 447 964 | |
| Accumulated Impairment | -9 000 | -11 464 592 | -431 427 | -17 574 | - | -11 922 593 | |
| 30 September 2024 | 8 298 410 | 91 777 766 | 26 932 048 | 5 911 636 | 8 442 335 141 362 192 |
From the acquisition of business combination, changes in the consolidation perimeter (Note 2) show provisional figures.
In 2024, the investment of 14 million euros essentially concerns 4 Taco Bell, 3 Pans, 1 Pizza Hut, 1 KFC, 1 Ribs, 1 KFC in Angola, a brewery at Madeira Airport and investment in the new concessions at Spanish Airports. The investment in 2023 of around 29.3 million euros essentially refers to the opening of 10 KFC, 5 Taco Bell, 3 Pizza Hut, 1 Pans and the new concessions at the Airports of Spain, Madrid, Malaga, Lanzarote and Tenerife (note 7.3).
The amount of currency conversion in 2023 results from the sharp devaluation of the kwanza in that year.
The value of tangible assets in progress at 30 September 2024, in the amount of €8.4M, refers to investments made for future openings
The Group continues to develop its programme of openings and refurbishments in order to fulfil its commitments to the Brands for 2024.
During the nine-month period ending 30 September 2024 and the year ending 31 December 2023, the movement in the value of the rights of use, as well as in the respective amortization and accumulated impairment losses, is presented as follows:
| Shops and | |||||
|---|---|---|---|---|---|
| Commercial | Buildings | Equipment | Other assets | Total | |
| Spaces | |||||
| 01 January 2023 | 82 014 088 | 4 692 812 | 3 012 457 | 208 323 | 89 927 680 |
| Currency translation | -226 834 | - | - | - | -226 834 |
| Increases | 164 625 819 | - | - | - | 164 625 819 |
| Decreases | -2 849 831 | -8 107 | -1 601 | - | -2 859 539 |
| Transfers | - | -395 402 | -3 891 | - | -399 293 |
| Depreciation for the year | -30 001 337 | -1 206 021 | -668 353 | -41 518 | -31 917 229 |
| Transfers from discontinued operations | -334 012 | - | - | - | -334 012 |
| 31 December 2023 | 213 227 893 | 3 083 282 | 2 338 612 | 166 805 | 218 816 592 |
| Cost | 288 266 985 | 14 006 560 | 6 139 751 | 345 668 | 308 758 964 |
| Accumulated depreciation | -75 039 092 | -10 923 279 | -3 801 138 | -178 863 | -89 942 372 |
| Accumulated Impairment | - | - | - | - | - |
| 31 December 2023 | 213 227 894 | 3 083 281 | 2 338 613 | 166 805 | 218 816 592 |
| Changes in the consolidation perimeter | 18 104 110 | 1 772 454 | 2 278 462 | - | 22 155 026 |
| Currency translation | -51 724 | - | - | - | -51 724 |
| Increases | 34 628 397 | 4 990 579 | 3 575 233 | 72 861 | 43 267 070 |
| Decreases | -1 588 853 | - | -13 814 | -4 570 | -1 607 237 |
| Transfers | - | - | - | - | - |
| Depreciation for the year | -34 604 287 | -1 034 273 | -755 640 | -30 556 | -36 424 756 |
| 30 September 2024 | 229 715 537 | 8 812 041 | 7 422 854 | 204 540 | 246 154 971 |
| Cost | 328 174 321 | 21 320 237 | 13 284 493 | 408 779 | 363 187 830 |
| Accumulated depreciation | -98 458 784 | -12 508 197 | -5 861 639 | -204 240 | -117 032 859 |
| Accumulated Impairment | - | - | - | - | - |
| 30 September 2024 | 229 715 537 | 8 812 041 | 7 422 854 | 204 540 | 246 154 971 |
From the acquisition of business combination, changes in the consolidation perimeter (Note 2) show provisional figures.
The value of the increases in 2023 corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the estimated lease payments also contributed.
In the first nine months of 2024, the value of the increases corresponds to 21 new leases (15 of space and 6 of equipment), 32 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.
In the airport leasing contracts in Spain, Ibersol is exposed to variable rents calculated as a percentage of sales, if this value exceeds the minimum rents provided for in the leasing contracts.
Expenses with depreciation, amortization and impairment losses on non-financial assets in 30 September 2024 and 2023 were as follows:
| set/24 set/23 |
|||||||
|---|---|---|---|---|---|---|---|
| Nature | Note | Depreciation and amortisation |
Impairment losses |
Total | Depreciation and amortisation |
Impairment losses |
Total |
| Goodwill | 6.1. | - | - | - | - | - | - |
| Intangible assets | 6.2. | -2 535 011 | - | -2 535 011 | -2 453 120 | - | -2 453 120 |
| Property, plant and equipment | 6.3. | -12 695 400 | - | -12 695 400 | -11 006 569 | - | -11 006 569 |
| Right-of-use assets | 6.4. | -36 424 756 | - | -36 424 756 | -22 843 944 | - | -22 843 944 |
| Investment property | 6.7. | -225 422 | - | -225 422 | - | - | - |
| Currency translation | -54 658 | - | -54 658 | -175 395 | - | -175 395 | |
| Total | -51 935 247 | - | -51 935 247 | -36 479 028 | - | -36 479 028 |
The complexity and level of judgment inherent to the model adopted for the calculation of impairment and the identification and aggregation of cash generating units (CGU's) implies considering this topic as a significant accounting estimate.
For the purposes of impairment tests, the recoverable amount is the higher of the fair value of an asset less costs inherent in its sale and its value in use. The recoverable amount derives from assumptions related to the activity, namely, sales volumes, operating expenses, planned investments, refurbishment and closure of units, impact of other market players, internal Management projections and historical performance.
These projections result from the budgets for the following year and the estimated cash flows for a subsequent four-year period reflected in the medium-long-term plans approved by the Board of Directors.
Sensitivity analyzes were also performed on the main assumptions used in the base calculation, as shown below.
Restaurants with signs of impairment are tested, considering operating results less amortization, depreciation and impairment losses of tangible fixed assets, intangible assets and goodwill, as well as other cash-generating units whenever circumstances determine or unusual facts occur.
The negative profitability of the stores is an indication of impairment, and the subsequent impairment analysis considers the projected cash flows of each store. In cases of recent openings, such initial negative profitability may not be representative of the expected profitability pattern for that store and may not constitute an indication of impairment if such behavior was expected for that period.
When an asset has an operating performance that exceeds the projections that previously supported the recording of an impairment loss, such loss is reversed to the extent that the value in use based on the updated projections exceeds the carrying amount.
Despite the fluctuations in the first nine months of 2024 and some drop in profitability resulting essentially from delays in airport openings, management believes that there are no circumstances at this date that call into question the medium and long-term projections assumed in the impairment tests carried out with reference to 31 December 2023 and, therefore, no relevant indications were identified that would indicate the need to carry out new impairment tests in the first six months of 2024.
At 30 September 2024 and 2023, the impact of the discontinued operations on the Consolidated Statement of Income and Other Comprehensive Income is as follows:
| Income from discontinued operations | set/24 | set/23 |
|---|---|---|
| Sales and services rendered | 1 389 099 | 8 800 076 |
| Cost of sales | -430 862 | -3 017 499 |
| External supplies and services | -426 176 | -2 045 836 |
| Personnel costs | -371 626 | -2 357 662 |
| Amortisation, depreciation and impairment losses of AFT, Rights of | ||
| Use, Goodwill and IA | 31 512 | - |
| Other operating revenues / (costs) | 3 455 | 36 935 |
| Operating profit | 195 402 | 1 416 014 |
| Financial expenses | 7 473 | - |
| Financial income | - | - |
| Profit before tax | 202 875 | 1 416 014 |
| Income tax | -36 972 | -246 234 |
| Net profit | 165 903 | 1 169 780 |
| Gain from sale | 2 931 709 | - |
| 3 097 612 | 1 169 780 |
The amount of the capital gain on the sale in January 2024 relates to the sale of the non-current assets held for sale and respective liabilities directly associated with the 8 Burger King units, as part of the conclusion of the Burger King restaurants disposal process.
The calculation of the capital gain arising from the sale of non-current assets held for sale is detailed as follows:
| Calculation of capital gains | 31/01/2024 | |
|---|---|---|
| Tangible Fixed Assets | 2 985 333 | |
| Goodwill | - | |
| Right of Use | 1 803 389 | |
| Intangible Assets | 284 403 | |
| Inventories | 147 493 | |
| Other receivables | 478 722 | |
| Cash and bank deposits | 334 935 | |
| Lease liabilities | -1 607 735 | |
| Financing obtained | - | |
| Other accounts payable | -1 348 766 | |
| Deferred tax liabilities | -46 897 | |
| Total Net Assets and Liabilities deconsolidated | 3 030 877 | |
| Selling Price | 5 962 586 | |
| Operating Expenses | - | |
| Selling price deducted of cost to sell | 5 962 586 | |
| Capital gain on sale | 2 931 709 | |
| Profit (loss) on Consolidated Income Statement | 2 931 709 |
At 30 September 2024, the impact of discontinued operations on the Consolidated Statement of Cash is as follows:
| Cash flows from discontinued operations | set/24 |
|---|---|
| Cash Flows from Operating Activities | 195 402 |
| Cash flows from investing activities - Disposal of assets and | |
| liabilities classified as held for sale | 5 962 586 |
| Cash Flows from Investing Activities - Others | - |
| Cash Flows from Financing Activities | - |
| Cash and cash equivalents from discontinued operations | 6 157 988 |
Investment properties (IPs) relate to real estate assets where 9 Burger King restaurants operate. These assets were leased to Burger King Portugal, with rents of 532,662 euros on 30 September 2024 (638,684 euros on 31 December 2023).
During the nine-month period ending 30 September 2024 and the year ending 31 December 2023, the movement in the value of the investment property, as well as in the respective amortizations, was as follows:
| Investment | |
|---|---|
| Property | |
| 01 January 2023 | 8 470 400 |
| Increases | - |
| Decreases | - |
| Transfers | 4 669 911 |
| Depreciation for the year | -300 562 |
| 31 December 2023 | 12 839 749 |
| Cost | 13 425 032 |
| Accumulated depreciation | -585 284 |
| Accumulated Impairment | - |
| 31 December 2023 | 12 839 749 |
| Increases | - |
| Decreases | - |
| Transfers | - |
| Depreciation for the year | -225 422 |
| 30 September 2024 | 12 614 327 |
| Cost | 13 425 032 |
| Accumulated depreciation | -810 706 |
| Accumulated Impairment | - |
| 30 September 2024 | 12 614 327 |
Transfers relate to transfers of property, plant and equipment assets.
No significant changes are expected in the fair value of these IPs compared to what was disclosed on 31 December 2023 (13.5 million euros).
7.1. Equity
7.1.1. Share capital
As decided at the Annual General Meeting of 26 May 2023, in June 2023 the company reduced its share capital from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares, in order to release excess capital.
Additionally, on 5 July 2024, the company reduced its share capital from 42,359,577 euros to 41,514,818 euros, by cancelling 844,759 of its own shares, in order to release excess capital.
On 30 September 2024, Ibersol's share capital was fully subscribed and paid up, and was represented by 41,514,818 registered shares with a nominal value of 1 euro each.
Under the terms of the resolution approved at the General Meeting of 26 May 2023, Ibersol SGPS, SA reduced its capital in 2023 from 46,000,000 euros to 42,359,577 euros, by cancelling 3,640,423 own shares acquired for 11,410,227 euros.
During the first nine months of the year, under the buy-back programme approved by shareholders in 2023 and a new programme approved at the last General Meeting, the group acquired 626,255 shares at an average price of 6.98 euros.
On 30 September 2024, the company held 258,986 own shares acquired, at an average price of 7.09 and representing 0.62% of the share capital.
At the Annual General Meeting of 29 May 2024, it was decided to pay a gross dividend of 0.50 euros per share (0.70 euros in 2023), corresponding to an amount of 20,755,209 euros (29,651,704 euros in 2023) for outstanding shares, which was paid on 19 June 2024.
At 30 September 2024 and 2023, basic and diluted earnings per share were calculated as follows:
| 2024 | 2023 | |
|---|---|---|
| Profit attributable to equity holders | ||
| Continuing operations | 9 063 698 | 9 490 152 |
| Discontinued operations | 3 097 611 | 1 169 780 |
| Number of shares issued at the beginning of the year | 42 359 577 | 46 000 000 |
| Number of shares issued at the end of the year | 41 514 818 | 42 359 577 |
| Weighted average number of ordinary shares issued (i) | 42 075 935 | 45 296 051 |
| Weighted average number of treasury shares (ii) | 529 246 | 2 936 522 |
| Weighted average number of shares outstanding (i-ii) | 41 546 689 | 42 359 529 |
| Basic earnings per share (euros per share) | ||
| Continued operations | 0,22 | 0,22 |
| Discontinued operations | 0,07 | 0,03 |
| Diluted earnings per share (€ per share) | ||
| Continued operations | 0,22 | 0,22 |
| Discontinued operations | 0,07 | 0,03 |
| Number of treasury shares at the end of the period | 258 986 | 8 678 |
As there are no preferred voting rights, basic earnings per share equals diluted earnings per share.
At 30 September 2024 and 31 December 2023 current and non-current borrowings had the following detail:
| set/24 | Dec/23 | |
|---|---|---|
| Non-current | ||
| Bank loans | 14 284 112 | 7 863 527 |
| Commercial paper | 4 800 000 | 4 800 000 |
| 19 084 112 | 12 663 527 | |
| Current | ||
| Bank overdrafts | 1 018 987 | - |
| Bank loans | 4 050 017 | 4 110 369 |
| Commercial paper | 15 600 | 11 680 148 |
| 5 084 604 | 15 790 517 | |
| Total borrowings | 24 168 716 | 28 454 044 |
For Commercial Paper Programs (CPP), when there is a termination date, we consider maturity on that date, regardless of the terms for which they are contracted.
There are commercial paper financing agreements that include cross default clauses. Such clauses refer to contractual non-compliance in other contracts or tax non-compliance, in which case it does not occur.
The interest rate in force on 30 September 2024 for CPP and borrowings was on average around 4.1% (3.35% on 31 December 2023). Borrowings indexed at variable rates are indexed to Euribor.
As at 30 September 2024, the Group had 31.8 million euros in commercial paper not issued and credit lines contracted but not used.
Additionally, there are contracts in which the respective creditors have the possibility to consider the debt overdue in the event of a change in shareholder control, however none of that debt was being used on 30 September 2024
Movements in the nine-month period ending 30 September 2024 and the year 2023 under current and non-current loans, except for finance leases and bank overdrafts, are presented as follows:
| set/24 | Dec/23 | |
|---|---|---|
| 1 January | 28 454 044 | 70 081 886 |
| Variations with impact in cash flows: | ||
| Proceeds from borrowings obtained | 855 368 | - |
| Financial debt repayments | -14 994 329 | -42 445 598 |
| Variations without impact on cash flows: | ||
| Changes in the consolidation perimeter | 9 706 474 | - |
| Financing set-up costs | 16 639 | 847 413 |
| Capitalised interest and other | 130 520 | -29 658 |
| 24 168 716 | 28 454 044 |
Concentration of business activities acquisitions (Note 2) result in changes in the consolidation perimeter.
At 30 September 2024, the company has commitments to third parties arising from lease contracts, namely real estate contracts. On 30 September 2024 and 31 December 2023, current and non-current leases were as follows:
| set/24 | Dec/23 | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Leases | 45 241 649 | 192 439 311 | 237 680 960 | 40 161 966 | 188 846 002 | 229 007 968 |
| TOTAL | 45 241 649 | 192 439 311 | 237 680 960 | 40 161 966 | 188 846 002 | 229 007 968 |
Movements in the nine-month period ending 30 September 2024 and the year 2023 in lease liabilities are presented as follows:
| set/24 | Dec/23 | |
|---|---|---|
| 1 January | 229 007 968 | 90 873 709 |
| Variations with impact in cash flows: | ||
| Lease payments | -37 364 899 | -32 805 337 |
| Variations with no impact in cash flows: | ||
| Leases associated with disposed operations | - | -384 620 |
| Changes in the consolidation perimeter | 20 753 687 | - |
| Interest for the period from updating lease liabilities | 10 954 368 | 10 113 570 |
| Lease increases | 43 267 197 | 164 625 819 |
| Contracts terminations / shop closings | -1 588 853 | -2 849 832 |
| Others | -172 397 | -565 340 |
| 264 857 071 | 229 007 968 |
Concentration of business activities acquisitions (Note 2) result in changes in the consolidation perimeter.
Lease payments include 26,410,531 euros (22,691,767 euros in 2023) of principal and 10,954,368 euros (10,113,570 euros in 2023) of interest.
2023 increases corresponds mainly to the new lease contracts for Madrid Airport, Lanzarote Airport, Tenerife Airport and two new restaurants in Malaga totalling 95 million euros, for which the incremental rate updated to current market conditions was used, and the reactivation of the Gran Canaria, Malaga and Alicante contracts totalling 36 million euros. In addition, the effect of the remeasurement of contracts due to rent updates by the Consumer Price Index and other changes in the expected lease payments also contributed.
In the first nine months of 2024, the value of the increases corresponds to 21 new leases (15 of space and 6 of equipment), 32 renewals and 2 extensions of the term of space leases. In Spain, the increases include the new contracts for Malaga, Madrid and Barcelona Airports.
Ibersol Angola operates with a large component of imports that generate liabilities in foreign currency. In order to reduce the exchange rate risk and face Kwanza variations, the company adopted the policy of holding assets indexed to the USD in an amount, at least, of the same order of magnitude as the liabilities.
In addition to holding USD-indexed Treasury Bonds, the company acquired non-adjustable Treasury Bonds (denominated in AKZ) for the financial application of surpluses.
The amount of financial assets refers to investments in Treasury Bonds of the Angolan State. The separation by maturity is as follows:
| set/24 | Dec/23 | |||||
|---|---|---|---|---|---|---|
| Current | Non | Total | Current | Non | Total | |
| current | current | |||||
| Angolan Treasury Bonds | 192 724 | 981 863 | 1 174 587 | 1 067 733 | 666 272 | 1 734 005 |
| Accumulated impairment losses | -72 244 | -81 022 | -153 266 | -72 244 | -81 022 | -153 266 |
| TOTAL | 120 480 | 900 841 | 1 021 321 | 995 489 | 585 250 | 1 580 739 |
As there has been no significant increase in credit risk since the initial recognition of Treasury Bonds, expected losses within a period of 12 months were considered.
The indices used for Probability of Default and Loss Given Default of Angolan Treasury Bonds are in accordance with Moodys and S&P publications, the probability of default considered was 7.9% and the loss given default considered to be 59%.
At 30 September 2024 and 31 December 2023, the breakdown of cash and cash equivalents was as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Cash | 740 921 | 572 210 |
| Bank deposits | 148 274 381 | 187 966 632 |
| Cash and bank deposits in the balance sheet | 149 015 302 | 188 538 842 |
| Cash and cash equivalents on the cash flow statement | 149 015 302 | 188 538 842 |
Bank deposits include 101,435,000 euros of term deposits which can be withdrawn at any time and almost all of which mature within one month, classified as cash equivalents.
Financial expenses and losses in September 2024 and 2023 are presented as follows:
| Financial expenses | 2024 | 2023 |
|---|---|---|
| Interest from lease liabilities (IFRS16) | 10 954 368 | 6 988 441 |
| Interest expenses with financing | 736 363 | 1 887 256 |
| Other financial expenses | 697 631 | 1 162 961 |
| 12 388 362 | 10 038 658 |
Income and financial gains in September 2024 and 2023 are presented as follows:
| Financial income and gains | 2024 | 2023 |
|---|---|---|
| Interest income | 4 178 039 | 2 625 219 |
| Other financial income | 38 989 | 220 453 |
| 4 217 028 | 2 845 672 |
Income tax recognised in the nine-month period ended 30 September 2024 and 2023 is detailed as follows:
| set/24 | set/23 | |
|---|---|---|
| Current tax | 2 067 451 | 4 929 604 |
| Deferred tax | -1 514 196 | -2 304 956 |
| 553 256 | 2 624 648 |
On 30 September 2024, the effective tax rate is 6%, essentially as a result of tax credits in Portugal.
At 30 September 2024, the amount of tax on income to be recovered totals EUR 4,524,544 (EUR 3,550,462 in 31 December 2023), as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Portugal | 4 484 758 | 3 509 896 |
| Spain | 36 638 | 38 416 |
| Others | 3 148 | 2 150 |
| 4 524 544 | 3 550 462 |
At 30 September 2024 and 31 December 2023, the amount of tax payable breaks down as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Angola | 75 628 | 147 259 |
| Spain | 272 007 | - |
| Others | - | 9 261 |
| 347 635 | 156 520 |
At 30 September 2024 and 31 December 2023 the detail of deferred tax assets, according to the jurisdiction, is as follows:
| set/24 | Dec/23 | ||
|---|---|---|---|
| Deferred tax assets | Spain | Spain | |
| Tax losses carried forward | 10 615 878 | 10 615 878 | |
| Deductible and taxable temporary differences (IFRS16) | 3 042 804 | 1 938 048 | |
| Homogenization of property, plant and equipment and | -1 003 431 | -1 209 681 | |
| intangible assets | |||
| Other temporary differences | 645 741 | 892 402 | |
| 13 300 992 | 12 236 647 |
Deferred taxes resulting from a temporary difference by applying IFRS16 in the Group's consolidated accounts, not applicable in the statutory accounts of the subsidiaries in Spain and Angola. The breakdown between deductible and taxable differences is as follows:
| set/24 | Dec/23 | ||
|---|---|---|---|
| Spain | Spain | ||
| Deductible temporary differences (IFRS16) | -47 931 250 | -41 971 913 | |
| Taxable temporary differences (IFRS16) | 50 974 053 | 43 909 961 | |
| 3 042 803 | 1 938 047 |
Deferred taxes corresponding to the difference between the net value of fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.
Despite the tax losses recorded in Spain in the 9 months of 2024, the Group decided not to activate additional deferred tax assets, considering that the amount activated on 31 December 2023 remains the best estimate at that date.
The detail of deferred tax liabilities at 30 September 2024 and 31 December 2023, according to the jurisdiction and temporary differences that generated them, is as follows:
| set/24 | Dec/23 | |||||
|---|---|---|---|---|---|---|
| Deferred tax liabilities | Portugal | Angola | TOTAL | Portugal | Angola | TOTAL |
| Tax losses carried forward | - | - | - | -60 007 | - | -60 007 |
| Homogenization of property, plant and equipment and | ||||||
| intangible assets and Hyperinflationary Economies (IAS 29) | 4 718 414 | 472 904 | 5 191 318 | 5 071 322 | 460 099 | 5 531 421 |
| Deductible temporary differences (IFRS16) | - | -24 306 | -24 306 | - | -27 478 | -27 478 |
| Other temporary differences | -2 542 826 | -38 317 | -2 581 143 | -2 635 717 | -38 317 | -2 674 034 |
| 2 175 588 | 410 281 | 2 585 869 | 2 375 598 | 394 304 | 2 769 902 |
Deferred taxes that correspond to the difference between the net value of tangible and intangible fixed assets considered in the individual financial statements of the subsidiaries and the net value they contribute in the consolidated.
Other temporary differences amount, essentially, refers to unused tax benefits. At 31 December 2023, there are 88,200 euros of tax benefits associated with the capital increase and 2,502,080 euros of undeducted tax benefits to be used in subsequent years: 1,039,155 euros of RFAI for 2022, 788,515 euros of RFAI for 2023, 223,488 euros of CFEI II (89,303 euros deductible up to 2025 and 134,185 euros up to and including 2026) and 450,922 euros of IFR (deductible up to and including 2027). It should be noted that RFAI credits have a reporting period of 10 tax periods, a period which was suspended during the 2020 tax period and during the following tax period, under Law no. 21/2021, of April 21.
At 31 December 2023 and 30 September 2024, the detail of other provisions is as follows:
| Dec/23 | Increases | Decreases | set/24 | |
|---|---|---|---|---|
| Onerous contracts | 1 560 000 | - | - | 1 560 000 |
| Compensation | - | - | - | - |
| Others | 982 118 | 9 470 | -530 611 | 460 977 |
| Other Provisions | 2 542 118 | 9 470 | -530 611 | 2 020 977 |
In 2021, as a result of the application of Law 13/2021 and the losses in passenger traffic caused by the pandemic, the Ibersol group revised the business plans of the concessions in Spain, recognizing a provision for onerous contracts for the Gran Canaria airport activity in the amount of 1.6 million euros, which remains at 30.06.2024.
The Group has contingent liabilities related to its business (relating to licensing, advertising fees, hygiene and food safety and employees), and Ibersol's success rate in these processes is historically high. It is not estimated that these contingent liabilities will represent any relevant liabilities for Ibersol.
A lawsuit was filed against a subsidiary of the Eat Out Group in Spain for alleged breach of noncompetition agreements in the amount of approximately 11.7 million euros. The Board of Directors, supported by the position of the lawyers that are following the process, considers that this situation represents a contingent liability. In addition, it should be noted that the lawsuit concerns facts that occurred before the acquisition of this subsidiary by the Ibersol Group, and is therefore covered by the clauses of responsibility and guarantees provided for in the agreement for the purchase and sale of shares of the Eat Out Group, with a right of return. There is already a decision in favor of Ibersol, and we are awaiting a definitive outcome.
The agreement for the sale of the Burger King operation includes indemnity clauses in the event of the verification of certain conditions attributable to the sold entities and on events prior to the sale date (30 November 2022). The Board of Directors does not expect any liability arising from these same commitment clauses, so no liabilities or contingent liabilities have been recognized in the consolidated statement of financial position.
Commitments not included in the consolidated statement of financial position include bank guarantees given to third parties and contractual commitments for the acquisition of tangible fixed assets.
At 30 September 2024 and 31 December 2023, the liabilities not reflected in the balance sheet by the companies included in the consolidation are comprised mainly of bank guarantees provided on their behalf, as follows:
| set/24 | Dec/23 | |
|---|---|---|
| Bank Guarantees | 37 308 093 | 36 986 807 |
At 30 September 2024 the bank guarantees are detailed, by type of coverage, were as follows:
| and rents | Other supply contracts |
Fiscal and legal proceedings |
Other | Other legal claims |
|---|---|---|---|---|
| 31 847 022 | 20 683 | 198 583 | 5 221 074 | 20 731 |
| Concessions and rents |
Other supply contracts |
Fiscal and legal proceedings |
Other | Other legal claims |
|||
|---|---|---|---|---|---|---|---|
| 31 847 022 | 20 683 | 198 583 | 5 221 074 | 20 731 | |||
| for non-payment of rents. | 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 |
||||||
| and rents, of which 27,817,000 euros with AENA Airports. | 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 |
||||||
| decreasing annual values. | 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 |
||||||
| 10. | Transactions with related parties | ||||||
| be presented as follows: | The balances and transactions with related parties in 30 September 2024 and 31 December 2023 can | ||||||
| set/24 | Year 2023 | ||||||
| Parent entitie |
Jointly controlled entitie |
Associated entitie |
Other Entities |
Jointly Parent controlled entitie entitie |
Associated entitie |
Other Entities |
|
| Services supplies | 852 975 | 2 467 264 | - | - | 1 078 008 3 987 555 |
- | - |
| Rental income from lease | - | - | - | 143 000 | - - |
- | 185 681 |
| contracts Accounts payable |
- | 632 218 | - | - | 1 271 190 - |
- | - |
| Other current assets | - | - | - | - | - - |
- | - |
| Financial investments | - | - | 300 000 | - | - - |
300 000 | - |
| The parent company of Ibersol SGPS S.A. is ATPS - SGPS, SA, which directly holds 21,452,754 shares. | |||||||
| together hold the majority of the share capital of ATPS. | António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira each hold 3.314 shares of Ibersol SGPS, S.A The voting rights attributable to ATPS are also attributable to António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under the terms of sub-paragraph b) of no. 1 of article 20 and no. 1 of article 21, both of the Securities Code. º, both of the Portuguese Securities Code, by virtue of the fact that they hold control of the referred company, in which they participate indirectly, in equal parts, through, respectively, the companies CALUM - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A. with Tax ID No. 513799257, which |
||||||
| Other entities refer to other holders of significant influence in the Ibersol Group's parent company. | |||||||
| December 2023). | The amounts shown under rents and leases relate to rents paid in the year and, as a result of IFRS16, do not correspond to the amount of rental costs reflected in the financial statements. On 30 September 2024 the estimated long term commitments for rents total 578,011 euros (682,432 euros on 31 |
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| 11. | Subsequent Events | ||||||
| 47 |
At 30 September 2024 there are no subsequent events that could have a material impact on the financial statements presented.
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