Quarterly Report • Jun 5, 2018
Quarterly Report
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Publicly Listed Company
Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Share Capital Euros 30.000.000 Commercial Registry: Oporto under number 501669477 Fiscal number: 501669477
The positive evolution of the demand in the Iberian, coupled with the effects of the openings during 2017,contributed to the maintenance of the growth trend during this period and to minimize the impact of turnover reduction in Angola, due to the devaluation of AKZ and the consumption decrease.
Consolidated turnover of 100.3 million euros, compared to 94.3 million euros in the first quarter of 2017.
Benefiting from the Easter anticipation, the calendar effect in this quarter which is estimated at around 2%, contributed to achieve a 98.5 million euros of restaurant sales, which represents a growth of 6.3%.
| SALES IN RESTAURANTS | TOTAL 2018 | |
|---|---|---|
| euro million % Ch. 18/17 | ||
| Restaurants | 24.43 | 9.4% |
| Counters | 47.23 | 5.2% |
| Concessions&Catering | 26,81 | 5.7% |
| Total Sales | 98.47 | 6.3% |
All segments show a positive trend with an increase in the like-for-like and market share gains.
The restaurants segment grew more than the market, with a special highlight for Pizza Hut performance.
In the counters segment, the brands which we operate maintained the trend observed last year with market share gains and growth rates influenced by a higher number of units operating. Even including KFC's activity in Angola, this segment achieved a 5.2% growth of sales.
The "Concessions and Catering" business continue to benefit from the traffic increase in the concession areas, achieving a 5.7% sales growth over the same period.
During the quarter, we closed 6 restaurants, 2 equities and 4 franchises continuing the process of evaluation of the franchisees network. The closure of the KFC restaurant in Portugal resulted from the option of not renewing the rent contract and it was decided to close a Pans unit in Spain.
Following the strategy of expansion in new concessions, we opened the first unit at Barajas airport in Madrid and the opening of three new restaurants, PH and KFC in Portugal and a Pans in Spain. In addition, the openings of two franchised restaurants in Spain of Pans and Ribs.
At the end of the quarter, the total number of restaurants was 646 (504 equity and 142 franchises), as shown below:
| Nº of Restaurants | 2017 | 2018 | |||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closings | 31-Mar | |
| PORTUGAL | 316 | $\overline{2}$ | $\overline{1}$ | 317 | |
| Equity Restaurants | 315 | $\overline{\mathbf{z}}$ | 1 | 316 | |
| Pizza Hut | 91 | 1 | 92 | ||
| Okilo+MIIT | $\overline{4}$ | $\overline{4}$ | |||
| Pans+Roulotte | 46 | 46 | |||
| Burger King | 77 | 77 | |||
| KFC | 22 | 1 | 1 | 22 | |
| Pasta Caffé | 9 | 9 | |||
| Quiosques | 8 | 8 | |||
| Coffee Shops | 27 | 27 | |||
| Catering | 7 | $\overline{7}$ | |||
| Concessions & Other | 24 | 24 | |||
| Franchise Restaurants | $\blacksquare$ | $\overline{1}$ | |||
| SPAIN | 312 | 4 | 5 | 311 | |
| Equity Restaurants | 177 | $\overline{2}$ | $\bf{0}$ | 1 | 178 |
| Pizza Móvil | 31 | 31 | |||
| Pizza Hut | 3 | 3 | |||
| Burger King | 33 | 33 | |||
| Pans | 35 | 1 | 1 | 35 | |
| Ribs | 9 | 9 | |||
| FrescCo | 3 | 3 | |||
| Concessions | 63 | 1 | 64 | ||
| Franchise Restaurants | 135 | $\overline{2}$ | $\overline{4}$ | 133 | |
| Pizza Móvil | 16 | 16 | |||
| Pans | 58 | 1 | 1 | 58 | |
| Ribs | 28 | 1 | 28 | ||
| Fresco | 8 | $\overline{7}$ | |||
| SantaMaria | 25 | 1 | 24 | ||
| ANGOLA | 10 10 | 10 | |||
| KFC | 9 | 9 | |||
| Pizza Hut | 1 | 1 | |||
| Other Locations - Franchise Restaurants | 8 | $\mathbf{0}$ | 8 | ||
| FrescCo India | ö | $\overline{0}$ | |||
| Pans Italy | 8 | 8 | |||
| Total Equity Restaurants | 502 | 4 | $\bf{0}$ | $\overline{2}$ | 504 |
| Total Franchise Restaurants | 144 | $\overline{2}$ | $\mathbf{0}$ | $\overline{4}$ | 142 |
| TOTAL | CAC | c | Λ | z | CAC |
The consolidated net income of 1Q amounted to Eur 3.5 million euros. Excluding the effect of the application of IAS29, the net result would be 2.9 million euros, 0.9 million euros higher than the same period of 2017, which represents a growth of 42.3%.
Gross margin was 77.2% of turnover, 0.2p.p higher than the previous year (1Q17: 77.0%), reflecting the maintenance of the levels of promotional aggressiveness that have occurred in this market.
In terms of the remaining cost structure, which has been under increasing pressure, it was possible to achieve a growth below turnover, reducing the weight of staff and external supplies costs.
Including the effect of the increase in the minimum wage, Staff costs increased 5.6%, slightly lower than the 6.3% activity increase, representing 33.2% of the turnover (1Q17: 33.4%).
External Supplies and services: increase of 5.4%, representing 33.6% of turnover,0.3 pp less than in 1Q 2017.
Other operating income increased 3.9%. Other operating costs increased 0.8 million, mainly due to the exchange differences in the Angolan subsidiary at the 1Q18, as result of the AKZ depreciation against foreign currencies which affected some liabilities denominated in Euros and indexed by some hedging assets denominated in USD.
Therefore EBITDA amounted to 11.1 million euros, an increase of 6.0% over 1Q17. Activity in Angola was deeply affected by the devaluation of AKZ, about 40%, only reflected in 15% in sales price, with an important impact on Ebitda.
Consolidated EBITDA margin stood at 11.1% of turnover at the same level as the first quarter of 1Q17.
Consolidated EBIT margin increased from 4.0% of turnover in 1Q17 to 4.8% in the 1Q18, corresponding to an operating result of 4.8 million euros.
Consolidated Financial Results were negative by 0.8 million euros, around 0.5 million euros less than 1Q17, partly due to the conversion in Euros of the financial costs of the Angolan subsidiary associated with local currency financing.
Average cost of loans, which stood at 1.9%, substantially lower than 1Q17, due to the dilution of the weight of the debt in Angola.
Financial Situation
Total Assets amounted to 433 million euros and equity stood at 188 million euros, representing 44% of assets.
CAPEX reached 3.3 million euros. About half for the investment in the new restaurants and the remaining for the refurbishment and reconversion of some restaurants.
Net debt at 31th March 2018 amounted to 73.3 million euros, 9.7 milion euros lower than at the end of 2017.
Treasury Stock
During the first quarter of 2018 there has not been registered transactions of own shares. On the 31st March the company held 2.999.938 treasury stock, representing 9.9998% of the share capital, acquired by 11.179.969 euros, corresponding to an average price per share of 3.73€.
In Portugal, it is expected that the sales growth trend of the last periods will be attenuated, while in Spain the evolution will be more moderate.
Last week the auction for the allocation of restaurants at Malaga airport took place, in which the proposals we made allowed us to be well positioned to obtain a share of around 24% - about double the current one - according to the "nota publicación resultado subasta" of the Aena website, although the official award notice has not yet been made. As planned, the transition from restaurant operations at the Barcelona airport that we stopped operating, took place at the beginning of May.
In Angola, AKZ's devaluation may continue, which will lead to a general increase in prices, which will probably result in a decrease in consumption with the inherent drop in transactions and the inability to increase prices at the pace of devaluation, so that profitability of our operations will continue to decline sharply.
In terms of openings, we will try to remain the rhythm of the expansion plans of recent years.
An agreement between Pizza Hut ans Telepizza was recently announced, under which Pizza Hut will assign the rights associated with a master franchise in the Iberian Peninsula and throughout Latin America and South America, exception Brazil. As result, Ibersol will become directly related to Telepizza and only indirectly to Pizza Hut.
Ibersol will manitain the operation of the existing restaurants on the contracted terms and will have to agree with Telepizza the future development of new locations and renewals of the contracts, when they occur.
The business is still dependent on approvals from different authorities. Despite this fact we are in negotiations with Telepizza to define the future relationship framework.
Porto, 4th June 2018
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero
(i) the consolidated financial statements of Ibersol SGPS SA, referring to the first quarter of 2018 were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, SA and the companies included in consolidation perimeter, and
(ii) the interim management report includes a fair review of the important events that have occurred in the first three months of the year and the evolution of business performance and the position of all the companies included in consolidation.
Porto, 4th June 2018
António Carlos Vaz Pinto Sousa Chairman of the Boards of Director António Alberto Guerra Leal Teixeira Member of the Board of Directors Juan Carlos Vázquez-Dodero Member of the Board of Directors
31st March 2018
| ASSETS | Notes | 31/03/2018 | 31/12/2017 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 191 642 512 | 197 972 217 |
| Goodwill | 8 | 92 862 786 | 92 862 786 |
| Intangible assets | 8 | 34 223 382 | 35 115 966 |
| Deferred tax assets | 7 164 372 | 7 164 371 | |
| Financial investments - joint controlled subsidiaries | 2 411 447 | 2 420 386 | |
| Available-for-sale financial assets | 238 133 | 233 108 | |
| Other financial assets | 14 | 15 475 314 | 17 823 906 |
| Other non-current assets | 15 | 6 573 977 | 6 335 385 |
| Total non-current assets | 6 | 350 591 923 | 359 928 125 |
| Current | |||
| Stocks | 10 518 825 | 12 089 907 | |
| Cash and bank deposits | 40 472 095 | 34 902 883 | |
| Income tax receivable | 2 921 468 | 5 046 070 | |
| Other financial assets | 14 | 6 733 930 | 5 162 755 |
| Other current assets | 15 | 21 605 583 | 19 823 562 |
| Total current assets | 82 251 901 | 77 025 177 | |
| Total Assets | 432 843 824 | 436 953 302 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Capital and reserves attributable to shareholders | |||
| Share capital | 9 | 30 000 000 | 30 000 000 |
| Own shares | -11 179 969 | -11 179 969 | |
| Conversion Reserves | -5 058 955 | -2 012 886 | |
| Other Reserves & Retained Results | 171 089 604 | 140 240 143 | |
| Net profit in the year | 3 477 815 | 30 849 460 | |
| 188 328 495 | 187 896 748 | ||
| Non-controlling interest Total Equity |
294 623 188 623 118 |
723 445 188 620 193 |
|
| LIABILITIES | |||
| Non-current | |||
| Loans | 100 228 048 | 107 687 759 | |
| Deferred tax liabilities | 16 411 136 | 16 296 869 | |
| Provisions | 4 489 724 | 4 489 724 | |
| Derivative financial instrument | 235 455 | 235 455 | |
| Other non-current liabilities | 171 980 | 179 192 | |
| Total non-current liabilities | 121 536 343 | 128 888 999 | |
| Current | |||
| Loans | 35 827 120 | 33 326 982 | |
| Accounts payable to suppliers and accrued costs | 68 353 883 | 67 522 339 | |
| Income tax payable | 1 020 049 | 324 744 | |
| Other current liabilities | 15 | 17 483 311 | 18 270 045 |
| Total current liabilities | 122 684 363 | 119 444 110 | |
| Total Liabilities | 244 220 706 | 248 333 109 | |
| Total Equity and Liabilities | 432 843 824 | 436 953 302 |
| Notes | 31/03/2018 | 31/03/2017 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 98 837 401 | 93 004 437 |
| Rendered services | 5 | 1 448 376 | 1 318 623 |
| Other operating income | 6 | 2 120 201 | 2 041 341 |
| Total operating income | 102 405 978 | 96 364 401 | |
| Operating Costs | |||
| Cost of sales | 22 833 048 | 21 688 285 | |
| External supplies and services | 33 669 544 | 31 958 224 | |
| Personnel costs | 33 282 851 | 31 531 510 | |
| Amortisation, depreciation and impairment losses of TFA and IA | 7 e 8 | 6 288 833 | 6 679 846 |
| Other operating costs | 1 531 106 | 720 462 | |
| Total operating costs | 97 605 382 | 92 578 327 | |
| Operating Income | 4 800 596 | 3 786 074 | |
| Net financing cost | 16 | 838 962 | 1 293 929 |
| Gains (losses) in joint controlled subsidiaries - Equity method | -8 939 | 5 365 | |
| Gains (losses) on Net monetary position | 7 e 8 | 575 659 | - |
| Profit before tax | 4 528 354 | 2 497 510 | |
| Income tax expense | 17 | 1 034 714 | 446 246 |
| Net profit | 3 493 640 | 2 051 264 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be | |||
| recycled for results) | -3 046 069 | -45 702 | |
| TOTAL COMPREHENSIVE INCOME | 447 571 | 2 005 562 | |
| Net profit attributable to: | |||
| Owners of the parent | 3 477 815 | 1 997 246 | |
| Non-controlling interest | 15 825 | 54 018 | |
| 3 493 640 | 2 051 264 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 431 746 | 1 951 544 | |
| Non-controlling interest | 15 825 | 54 018 | |
| 447 571 | 2 005 562 | ||
| Earnings per share: | 9 | ||
| Basic | 0,13 | 0,07 | |
| Diluted | 0,13 | 0,07 |
(value in euros)
| As sig ned sha to |
reh old ers |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| No te |
Sh Ca ital are |
Ow n Sh are s |
Co rsio nve n Res erv es |
Oth er Res & erv es Ret ain ed Res ults |
Net Pro fit |
Tot al p nt are ity |
Inte hat ts t res do not l tro con |
Tot al Eq uity |
|
| p | equ | ||||||||
| Ba lan 1 J 20 17 ce on anu ary Ch in t he iod |
24 000 00 0 |
11 179 34 8 - |
2 0 02 180 - |
117 52 2 4 86 |
23 387 47 1 |
151 72 8 4 28 |
333 39 9 |
152 06 1 8 27 |
|
| ang es per : Ap lica tion of the lida ted fit f 20 16: p co nso pro rom |
|||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
23 387 47 1 |
23 387 47 1 - |
- | - | |||||
| Co rsio - A la nve n re ser ves ngo Net lida ted inc e in the thr nth riod co nso om ee mo pe |
-45 70 2 |
-45 70 2 |
45 702 - |
||||||
| end ed 31 Ma rch 20 17 on |
1 9 97 246 |
1 9 97 246 |
54 018 |
2 0 51 264 |
|||||
| Tot al c han in the rio d ges pe Net ofit |
- | - | -45 70 2 |
23 387 47 1 |
21 390 22 5 - 1 9 97 246 |
1 9 51 544 1 9 97 246 |
54 018 54 018 |
2 0 05 563 2 0 51 264 |
|
| pr Tot al c hen siv e in om com e |
1 9 51 544 |
54 018 |
2 0 05 |
||||||
| pre Tra ctio wit h c ital s in th eri od nsa ns ap ow ner e p of fit f Ap lica tion the lida ted 20 16: p co nso pro rom |
562 | ||||||||
| P aid div ide nds |
- | - | |||||||
| - | - | - | - | - | - | - | - | ||
| Ba lan 31 Ma rch 20 17 ce on |
24 000 00 0 |
11 179 34 8 - |
2 0 47 882 - |
140 90 9 9 56 |
1 9 97 246 |
153 67 9 9 71 |
387 41 7 |
154 06 7 3 89 |
|
| Ba lan 1 J 20 18 ce on anu ary |
30 000 00 0 |
11 179 96 9 - |
2 0 12 886 - |
140 24 0 1 43 |
30 849 46 0 |
187 89 6 7 48 |
723 44 5 |
188 62 0 1 93 |
|
| Ch in t he iod ang es per : |
|||||||||
| Ap lica tion of the lida ted fit f 20 17: p co nso pro rom |
|||||||||
| T sfe and ain ed ults r to ret ran res erv es res Co rsio - A la nve n re ser ves |
-3 0 46 069 |
30 849 46 0 |
30 849 46 0 - |
- -3 0 46 069 |
- 3 0 46 |
||||
| ngo Net lida ted inc e in the thr nth riod co nso om ee mo pe |
069 - |
||||||||
| end ed Ma rch 31 20 18 on |
3 4 77 815 |
3 4 77 815 |
15 825 |
3 4 93 640 |
|||||
| Tot al c han in the rio d ges pe |
- | - | -3 0 46 069 |
30 849 46 0 |
27 371 64 5 - |
431 74 6 |
15 825 |
447 57 1 |
|
| Net ofit pr |
3 4 77 815 |
3 4 77 815 |
15 825 |
3 4 93 640 |
|||||
| Tot al c hen siv e in om pre com e |
431 74 6 |
15 825 |
447 57 1 |
||||||
| Tra ctio wit h c ital s in th eri od nsa ns ap ow ner e p |
|||||||||
| Ap lica tion of the lida ted fit f 20 17: p co nso pro rom |
|||||||||
| P aid div ide nds |
- | -44 4 6 47 |
444 64 7 - |
||||||
| - | - | - | - | - | - | -44 4 6 47 |
444 64 7 - |
||
| Ba lan 31 Ma rch 20 18 ce on |
30 000 00 0 |
11 179 96 9 - |
5 0 58 955 - |
171 08 9 6 03 |
3 4 77 815 |
188 32 8 4 94 |
294 62 3 |
188 62 3 1 17 |
(value in euros)
| Three months period ending on March 31 |
|||
|---|---|---|---|
| Note | 2018 | 2017 | |
| Cash Flows from Operating Activities | |||
| Receipts from clients | 98 605 782 | 95 113 198 | |
| Payments to supliers | -57 474 706 | -58 178 876 | |
| Staff payments | -24 777 618 | -23 762 185 | |
| Payments/receipt of income tax | 2 114 429 | -35 910 | |
| Other paym./receipts related with operating activities | -4 389 117 | -5 709 535 | |
| Flows from operating activities (1) | 14 078 770 | 7 426 692 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Financial investments | 204 944 | 4 180 | |
| Tangible fixed assets | 2 778 | ||
| Intangible assets | |||
| Investment benefits | |||
| Interest received | 295 175 | 227 493 | |
| Payments for: | |||
| Financial Investments | 36 229 | 20 225 | |
| Other financial assets | 777 417 | 552 061 | |
| Tangible fixed assets | 5 242 980 | 10 727 617 | |
| Intangible assests | 307 177 | 432 763 | |
| Flows from investment activities (2) | -5 863 684 | -11 498 215 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 2 496 815 | 2 000 000 | |
| Sale of own shares | |||
| Payments for: | |||
| Loans obtained | 3 179 065 | 6 796 069 | |
| Amortisation of financial leasing contracts | 38 527 | ||
| Interest and similar costs | 980 205 | 1 129 228 | |
| Dividends paid | 444 647 | ||
| Acquisition of own shares | |||
| Flows from financing activities (3) | -2 107 102 | -5 963 824 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | 6 107 984 | -10 035 347 | |
| Perimeter changes effect | |||
| Exchange rate differences effect | -1 052 514 | -38 448 | |
| Cash & cash equivalents at the start of the period | 34 882 539 | 37 782 889 | |
| Cash & cash equivalents at end of the period | 39 938 009 | 27 709 094 |
(Values in euros)
IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 646 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 504 units which it operates and 142 units under a franchise contract. Of this universe, 311 are headquartered in Spain, of which 178 are own establishments and 133 are franchised establishments, and 10 in Angola.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Ibersol SGPS parent company is ATPS - SGPS, S.A ..
The main accounting policies applied in preparing these consolidated financial statements are described below.
These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2018, mainly with the international standard nº. 34 – Interim Financial Report.
The consolidated financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.
The accounting policies applied on 31 March 2018 are identical to those applied for preparing the financial statements of 31 March and 31 December 2017, except for the exchange currency differences included in other income / other operating costs and excluded from net financing cost.
There where no substantial differences between accounting estimates and judgments applied on 31 December 2017 and the accounting values considered in the three months period ended on the 31 March 2018.
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Head Office | Mar/18 | Mar/17 | Dec/17 | |
| Parent company | |||||
| Ibersol SGPS, S.A. | Porto | parent | parent | parent | |
| Subsidiary companies | |||||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersol Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersande Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% | 100% | |
| Ibersol - Hotelaria e Turismo, S.A. | Porto | 100% | 100% | 100% | |
| Iberking Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Iberaki Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Restmon Portugal, Lda | Porto | 61% | 61% | 61% | |
| Vidisco, S.L. | Vigo - Espanha | 100% | 100% | 100% | |
| Inverpeninsular, S.L. | Vigo - Espanha | 100% | 100% | 100% | |
| (d) Ibergourmet Produtos Alimentares, S.A. | Porto | - | - | 100% | |
| Ferro & Ferro, Lda. | Porto | 100% | 100% | 100% | |
| Asurebi SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Charlotte Develops, SL | Madrid-Espanha | 100% | 100% | 100% | |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | 100% | |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% | 100% | |
| Eggon SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Anatir SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Lurca, SA | Madrid-Espanha | 100% | 100% | 100% | |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | 100% | |
| Resboavista- Restauração Internacional, Lda | Porto | 100% | 100% | 100% | |
| José Silva Carvalho Catering, S.A | Porto | 100% | 100% | 100% | |
| (a) Iberusa Central de Compras para Restauração ACE | Porto | 100% | 100% | 100% | |
| (b) Vidisco, Pasta Café Union Temporal de Empresas | Vigo - Espanha | 100% | 100% | 100% | |
| Maestro - Serviços de Gestão Hoteleira, S.A. | Porto | 100% | 100% | 100% | |
| SEC - Eventos e Catering, S.A. | Porto | 100% | 100% | 100% | |
| IBERSOL - Angola, S.A. | Luanda - Angola | 100% | 100% | 100% | |
| HCI - Imobiliária, S.A. | Luanda - Angola | 100% | 100% | 100% | |
| (d) Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto | 100% | 100% | 100% | ||
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | 100% | 100% | |
| The Eat Out Group S.L.U. | Barcelona - Espanha | 100% | 100% | 100% | |
| Pansfood, S.A.U. | Barcelona - Espanha | 100% | 100% | 100% | |
| Foodstation, S.L.U | Barcelona - Espanha | 100% | 100% | 100% | |
| (c) Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Espanha | 50% | 50% | 50% | |
| ( e) Pansfood Italia, S.R.L. | Barcelona - Espanha | - | 100% | 100% | |
| Companies controlled jointly | |||||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% | 50% |
(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services.
(b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants. ( c) Although the parent company owns 50% of the voting rights, there is control of the subsidiary Dehesa.
(d) As a result of the merger of the subsidiary Ibergourmet into Gravos, that adopts the corporate name of the merged subsidiary.
(e) Dissolution of the company occurred in the first three months of 2018.
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
The group did not buy any subsidiary in the three months period ended on 31 March 2018.
In the three months period ended on 31 March 2018 there were no disposals of subsidiaries.
Ibersol Administration monitors the business based on the following segmentation:
| SEGMENT | BRANDS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Pizza Movil | FresCo | Ribs | StaMaria | ||||
| Counters | KFC | O'Kilo | Miit | Burguer King | Pans & C.ª | Coffee Counters | ||||
| Concessions | ||||||||||
| and catering | Sol (SA) | Concessions | Catering | Convenience stores | Travel |
The results per segment in the three months period ended 31 March 2018 and 2017 were as follows:
| Concessions | Other, write off and |
||||
|---|---|---|---|---|---|
| 31 March 2018 | Restaurants | Counters | and Catering | adjustments | Total Group |
| Inter-segment client | - | - | - | - | - |
| External client | 25 204 099 | 47 851 052 | 26 838 387 | 392 239 | 100 285 777 |
| Turnover | 25 204 099 | 47 851 052 | 26 838 387 | 392 239 | 100 285 777 |
| Royalties | 949 216 | 1 923 777 | 327 347 | - | 3 200 340 |
| Rents and Condominium | 2 745 819 | 4 958 186 | 8 478 356 | - | 16 182 361 |
| Coste of sales | 5 058 269 | 12 664 421 | 5 110 358 | - | 22 833 048 |
| Operating cash-flow (EBITDA) | 3 536 144 | 6 108 650 | 1 444 635 | - | 11 089 429 |
| Amortization, depreciation and impairment losses | 1 541 576 | 3 488 902 | 1 081 046 | 177 310 | 6 288 833 |
| Operating income (EBIT) | 1 994 568 | 2 619 748 | 363 589 | -177 310 | 4 800 596 |
| Concessions | Other, write off and |
||||
|---|---|---|---|---|---|
| 31 March 2017 | Restaurants | Counters | and Catering | adjustments | Total Group |
| Inter-segment client | - | - | - | - | - |
| External client | 23 496 197 | 45 331 768 | 25 384 398 | 110 698 | 94 323 060 |
| Turnover | 23 496 197 | 45 331 768 | 25 384 398 | 110 698 | 94 323 060 |
| Royalties | 820 604 | 1 783 300 | 318 928 | - | 2 922 832 |
| Rents and Condominium | 2 704 070 | 4 725 506 | 7 266 872 | - | 14 696 448 |
| Coste of sales | 4 773 849 | 11 967 357 | 4 947 078 | - | 21 688 285 |
| Operating cash-flow (EBITDA) | 2 787 414 | 6 347 953 | 1 330 552 | - | 10 465 920 |
| Amortization, depreciation and impairment losses | 1 543 439 | 3 027 044 | 2 102 989 | 6 373 | 6 679 846 |
| Operating income (EBIT) | 1 243 975 | 3 320 909 | -772 437 | -6 373 | 3 786 074 |
On March 31, 2018 and 2017 income and non-current assets by geography is presented as follows:
| 31 MARCH 2018 | Portugal (1) | Spain | Grupo |
|---|---|---|---|
| Restaurants | 53 678 737 | 44 337 539 | 98 016 276 |
| Merchandise | 175 202 | 645 923 | 821 125 |
| Rendered services | 55 402 | 1 392 974 | 1 448 376 |
| Total sales and services | 53 909 341 | 46 376 436 | 100 285 777 |
| Tangible fixed and intangible assets Goodwill |
167 664 772 7 605 482 |
58 201 122 85 257 304 |
225 865 894 92 862 786 |
| Deferred tax assets | 3 784 263 | 3 380 109 | 7 164 372 |
| Financial investments - joint controlled subsidiaries | 2 411 447 | - | 2 411 447 |
| Available-for-sale financial assets | 238 133 | - | 238 133 |
| Other financial assets | 15 475 314 | - | 15 475 314 |
| Other non-current assets | - | 6 573 977 | 6 573 977 |
| Total non-current assets | 197 179 411 | 153 412 512 | 350 591 923 |
| 31 MARCH 2017 | Portugal (1) | Spain | Grupo |
| Restaurants | 48 332 237 | 44 229 145 | 92 561 382 |
| Merchandise | 113 760 | 329 295 | 443 055 |
| Rendered services | 56 557 | 1 262 066 | 1 318 623 |
| Total sales and services | 48 502 554 | 45 820 506 | 94 323 060 |
| Tangible fixed and intangible assets | 144 652 967 | 47 833 452 | 192 486 419 |
| Goodwill | 7 605 482 | 103 551 176 | 111 156 658 |
| Deferred tax assets | 2 574 551 | 5 861 219 | 8 435 770 |
| Financial investments - joint controlled subsidiaries | 2 422 996 | - | 2 422 996 |
| Available-for-sale financial assets | 456 586 | - | 456 586 |
(1) Due to the small size of its operations Angola is included in Portugal segment.
Other financial assets 11 025 900 - 11 025 900 Other non-current assets 6 500 428 6 500 428 -
No unusual facts took place during the three months period ended 31 March 2018.
In the restaurant segment season activity is characterized by a decrease of sales in the first two quarters of the year. In addition sales for the first three months of the year are influenced by the Easter calendar as well as the pace of openings or closures of the group restaurants. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the first three months of the year, sales are about 22% of annual volume and.
Total non-current assets 168 738 482 163 746 275 332 484 757
In the three months period ended 31 March 2018 and in the year ending on 31 December 2017, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress (1) | Total | |
| 1 January 2017 | ||||||
| Cost | 11 342 041 | 220 212 458 | 117 019 630 | 22 193 978 | 1 500 446 | 372 268 553 |
| Accumulated depreciation | 74 637 | 80 298 255 | 87 254 431 | 15 115 597 | - | 182 742 920 |
| Accumulated impairment | - | 10 319 953 | 1 082 628 | 64 515 | - | 11 467 096 |
| Net amount | 11 267 404 | 129 594 249 | 28 682 571 | 7 013 867 | 1 500 446 | 178 058 537 |
| 31 December 2017 | ||||||
| Initial net amount | 11 267 404 | 129 594 249 | 28 682 571 | 7 013 867 | 1 500 446 | 178 058 537 |
| Changes in consolidat perimeter | - | - | - | - | - | - |
| Hyperinflationary Economies (IAS 29) (2) | 4 080 348 | 8 651 564 | 3 298 994 | 847 509 | 128 459 | 17 006 874 |
| Currency conversion | -15 473 | -39 843 | -21 568 | -4 851 | -184 | -81 919 |
| Additions | 56 250 | 19 394 715 | 9 055 620 | 2 376 456 | 1 293 809 | 32 176 850 |
| Decreases | - | 917 791 | 61 047 | -4 228 | 159 773 | 1 134 383 |
| Transfers | - | 1 041 722 | 45 576 | 7 795 | -1 086 883 | 8 210 |
| Depreciation in the year | 63 815 | 16 988 782 | 9 279 936 | 1 559 785 | - | 27 892 318 |
| Deprec. by changes in the perimeter | - | - | - | - | - | - |
| Impairment in the year | - | 169 635 | - | - | - | 169 635 |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| 31 December 2017 | ||||||
| Cost | 15 551 381 | 243 311 373 | 127 906 062 | 25 621 216 | 1 675 874 | 414 065 908 |
| Accumulated depreciation | 226 667 | 92 908 055 | 95 172 615 | 16 877 084 | - | 205 184 420 |
| Accumulated impairment | - | 9 837 119 | 1 013 238 | 58 914 | - | 10 909 271 |
| Net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress (1) | Total | |
| 31 March 2018 | ||||||
| Initial net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| Changes in consolidat perimeter | - | - | - | - | - | - |
| Hyperinflationary Economies (IAS 29) (2) | 189 649 | 261 389 | 63 704 | 11 615 | 5 576 | 531 933 |
| Currency conversion | -913 744 | -2 195 166 | -1 090 712 | -240 371 | -22 037 | -4 462 030 |
| Additions | - | 2 267 435 | 712 670 | 202 121 | 67 549 | 3 249 775 |
| Decreases | - | 354 | 37 259 | 14 468 | 11 884 | 63 965 |
| Transfers | - | 375 753 | 591 695 | 77 543 | -1 044 991 | - |
| Depreciation in the year | 5 893 | 3 361 068 | 1 833 686 | 384 769 | - | 5 585 416 |
| Deprec. by changes in the perim. | - | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - | - |
| Impairment by changes in the perim. | - | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 14 594 726 | 137 914 189 | 30 126 622 | 8 336 890 | 670 087 | 191 642 514 |
| 31 March 2018 | ||||||
| Cost | 14 808 292 | 243 531 607 | 127 585 274 | 25 515 606 | 670 087 | 412 110 866 |
| Accumulated depreciation | 213 566 | 95 862 946 | 96 445 414 | 17 119 802 | - | 209 641 728 |
| Accumulated impairment | - | 9 754 472 | 1 013 238 | 58 914 | - | 10 826 624 |
| Net amount | 14 594 726 | 137 914 189 | 30 126 622 | 8 336 890 | 670 087 | 191 642 514 |
(1) changes refer mainly to the central kitchen in Portugal, whose (re) opening took place in 2017, and to a PH restaurant and a KFC in March 2018.
(2) changes resulting from the application of IAS 29, hyperinflationary economy, on tangible fixed assets of the subsidiaries in Angola are presented as follows
| Restatement of Tangible Fixed Assets (TFA) 31/12/2017 17 006 874 Restatement of TFA for the three months period ended on 31/03/2018 |
|
|---|---|
| Cost | 1 118 623 |
| Accumulated depreciation | -586 690 |
| Sub-total | 531 933 |
| Total | 17 538 807 |
In 2017, an investment of approximately 2.7 million euros was made in the central kitchen in Portugal. The remaining investment mainly concerns the opening of 11 Burger King units, 4 KFC units, the opening of the concession at Santa Maria Airport (Azores) and a concession in the group Eat Out.
Goodwill and intangible assets are broken down as follows:
| Mar/18 | Dec/17 | |
|---|---|---|
| Goodwill | 92 862 786 | 92 862 786 |
| Intangible assets | 34 223 383 | 35 115 966 |
| 127 086 169 | 127 978 752 |
In the three months period ended 31 March 2018 and in the year ending on 31 December 2017, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows::
| Goodwill | Brands | Industrial property |
Other intangible Assets |
Intangible Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 1 January 2017 | ||||||
| Cost | 94 724 464 | 22 000 000 | 37 973 000 | 14 875 727 | 693 528 | 170 266 719 |
| Accumulated amortization | - | 183 333 | 22 597 027 | 12 252 079 | - | 35 032 440 |
| Accumulated impairment | 1 861 678 | - | 3 668 664 | 41 875 | - | 5 572 216 |
| Net amount | 92 862 786 | 21 816 667 | 11 707 309 | 2 581 773 | 693 528 | 129 662 064 |
| 31 December 2017 | ||||||
| Initial net amount | 92 862 786 | 21 816 667 | 11 707 309 | 2 581 773 | 693 528 | 129 662 064 |
| Hyperinflationary Economies (IAS 29) (1) | - | - | 368 432 | - | 538 852 | 907 284 |
| Currency conversion | - | - | -2 792 | - | -2 808 | -5 600 |
| Additions | - | - | 1 221 296 | - | 96 547 | 1 317 843 |
| Decreases | - | - | -178 | 22 024 | - | 21 845 |
| Transfers | - | - | 13 664 | - | -13 664 | - |
| Amortization in the year | - | 1 100 000 | 1 916 576 | 864 416 | - | 3 880 994 |
| Amortiz. by changes in the perimeter | - | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - | - |
| Impairment by changes in the perimeter | - | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| 31 December 2017 | ||||||
| Cost | 94 724 464 | 22 000 000 | 40 254 584 | 13 873 100 | 1 312 455 | 172 164 604 |
| Accumulated amortization | - | 1 283 333 | 25 197 741 | 12 135 892 | - | 38 616 967 |
| Accumulated impairment | 1 861 678 | - | 3 665 332 | 41 875 | - | 5 568 885 |
| Net amount | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| Goodwill | Brands | Industrial property |
Other intangible Assets |
Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 31 March 2018 | ||||||
| Initial net amount | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| Changes in consolidat. perimeter | - | - | - | - | - | - |
| Hyperinflationary Economies (IAS 29) (1) | - | - | 13 300 | - | 30 427 | 43 727 |
| Currency conversion | - | - | -142 408 | - | -167 664 | -310 072 |
| Additions | - | - | 102 460 | 1 341 | 10 093 | 113 894 |
| Decreases | - | - | 36 388 | - | 3 670 | 40 058 |
| Transfers | - | - | - | - | - | - |
| Amortization in the year | - | 275 000 | 323 986 | 101 093 | - | 700 079 |
| Amortiz. by changes in the perimeter | - | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - | - |
| Impairm. by changes in the perimeter | - | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 92 862 786 | 20 441 667 | 11 004 489 | 1 595 581 | 1 181 641 | 127 086 169 |
| 31 March 2018 | ||||||
| Cost | 94 724 464 | 22 000 000 | 39 948 621 | 13 852 071 | 1 181 641 | 171 706 798 |
| Accumulated amortization | - | 1 558 333 | 25 278 794 | 12 214 616 | - | 39 051 745 |
| Accumulated impairment | 1 861 678 | - | 3 665 332 | 41 875 | - | 5 568 885 |
| Net amount | 92 862 786 | 20 441 667 | 11 004 495 | 1 595 580 | 1 181 641 | 127 086 169 |
(1) changes resulting from the application of IAS 29, the hyperinflationary economy, on intangible assets of the subsidiaries in Angola are as follows:
| Restatement of Intangible Assets (IA) 31/12/2017 | 907 284 |
|---|---|
| Restatement of IA for the three months period ended on 31/03/2018 | |
| Cost | 92 862 |
| Accumulated amortization | -49 135 |
| Sub-total | 43 727 |
| Total | 951 011 |
The distribution of goodwill allocated to segments is presented as follows:
| Mar/18 | Dec/17 | |
|---|---|---|
| Restaurants | 16 635 390 | 16 635 390 |
| Counters | 37 199 991 | 37 199 991 |
| Concessions and Catering | 38 847 684 | 38 847 684 |
| Other, write off and adjustments | 179 721 | 179 721 |
| 92 862 786 | 92 862 786 |
Income per share in the three months period ended 31 March 2018 and 2017 was calculated as follows:
| Mar/18 | Mar/17 | |
|---|---|---|
| Profit payable to shareholders | 3 477 815 | 1 997 246 |
| Mean weighted number of ordinary shares issued (1) | 30 000 000 | 30 000 000 |
| Mean weighted number of own shares | -2 999 938 | -2 999 938 |
| 27 000 062 | 27 000 062 | |
| Basic earnings per share (€ per share) | 0,13 | 0,07 |
| Earnings diluted per share (€ per share) | 0,13 | 0,07 |
| Number of own shares at the end of the year | 2 999 938 | 2 999 938 |
Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.
At the General Meeting of 14th May 2018, the company decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2017), representing a total value of 2.700.006 euro for outstanding shares (2.160.010 euro in 2017), to be settled on June 2018.
The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities.
On 31st March 2018 and 31st December 2017, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Mar/18 | Dec/17 | |
|---|---|---|
| Bank guarantees | 37 581 691 | 25 753 064 |
On March 31st, 2018 there are no significant commitments for contracted investments not included in these financial statements.
Changes during the three months period ended on 31 March 2018 and in the year 2017, under the heading of asset impairment losses were as follows:
| Mar/18 | |||||||
|---|---|---|---|---|---|---|---|
| Starting balance |
Currency conversion |
Cancellation | Impairment assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 10 909 271 | - | - | -82 647 | - | - | 10 826 624 |
| Goodwill | 1 861 678 | - | - | - | - | - | 1 861 678 |
| Intangible assets | 3 707 206 | - | - | - | - | - | 3 707 206 |
| Stocks | 74 981 | - | - | - | - | - | 74 981 |
| Other current assets | 2 159 669 | -18 095 | -40 421 | - | 134 200 | - | 2 235 353 |
| 18 712 805 | -18 095 | -40 421 | -82 647 | 134 200 | - | 18 705 842 | |
| Dec/17 | |||||||
| Starting balance |
Currency conversion |
Cancellation | Impairment assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 11 467 097 | - | - | -727 460 | 169 635 | - | 10 909 271 |
| Goodwill | 1 861 678 | - | - | - | - | - | 1 861 678 |
| Intangible assets | 3 710 538 | - | - | -3 332 | - | - | 3 707 206 |
| Stocks | 74 981 | - | - | - | - | - | 74 981 |
| Other current assets | 2 753 877 | 305 | -1 176 843 | - | 702 271 | -119 940 | 2 159 669 |
| 19 868 171 | 305 | -1 176 843 | -730 792 | 871 905 | -119 940 | 18 712 805 |
The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.
Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.
The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is growing and consequently to gain weight in the group activity. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. The financing of the Angolan subsidiary in foreign currency in the amount of \$ 875.000, does not have large exposure due to the reduced amount. The remaining financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated.
Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:
| Mar/18 | ||||
|---|---|---|---|---|
| Euro exchange rates | (x | Rate on March, 31 | Average interest rate | |
| foreign currency per 1 Euro) | 2018 | March 2018 | ||
| Kwanza de Angola (AOA) | 264,410 | 261,643 |
| Dec/17 | |||
|---|---|---|---|
| Euro exchange rates | (x | Rate on December, | Average interest rate |
| foreign currency per 1 Euro) | 31 2017 | year 2017 | |
| Kwanza de Angola (AOA) | 185,391 | 187,441 |
ii) Price risk
The group is not greatly exposed to the merchandise price risk.
iii) Interest rate risk (cash flow and fair value)
With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed, so there is also no risk.
The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of fixing interest rates of at least 50% of the outstanding amount.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. Interest rate swap contracts to hedge the interest rate risk of part of the loans (commercial paper) of EUR 36 million are subject to interest maturities and repayment plans identical to the terms of the loans.
Based on simulations performed on 31 March 2018, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 185.000 euros (949.000 euros in December 2017).
The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of merchandise to franchisees representing less than 5% of the consolidated turnover. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.
The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at March 31, 2018, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 22 million euro, subject to country risk.
Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.
At the end of the period, current liabilities reached 123 million euros, compared with 82 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2018 the renewal of the commercial paper programmes (23.250.000 euros). However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.
Even with reduced use of the group has contracted a significant amount of short-term lines. On March 31, 2018, the use of short term liquidity cash flow support was about 0,3%. Investments in term deposits and other application of 50 million euros, match 37% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| to March 2019 | from March 2019 to 2028 | |
|---|---|---|
| Bank loans and overdrafts | 35 827 120 | 100 228 048 |
| Other non-current liabilities | - | 171 980 |
| Accounts payable to suppliers and | ||
| accrued costs | 55 452 760 | 685 612 |
| Other current liabilities | 8 827 864 | - |
| Total | 100 107 744 | 101 085 640 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 31st March 2018 and 31st December 2017 the gearing ratio was of 28% and 31%, respectively, as follows:
| mar/18 | Dec-17 | ||
|---|---|---|---|
| Bank loans | 136 055 168 | 141 014 741 | |
| Other financial assets | -22 209 244 | -22 986 661 | |
| Cash and bank deposits | -40 472 095 | -34 902 883 | |
| Net indebtedness | 73 373 829 | 83 125 197 | |
| Equity | 188 623 118 | 188 620 193 | |
| Total capital | 261 996 947 | 271 745 390 | |
| Gearing ratio | 28% | 31% |
In restaurants where it operates with international brands, the group enters into long-term franchise agreements: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable for another 10 years at the franchise's option, provided certain obligations have been fulfilled.
It has become practical for these contracts to be renewed. However, nothing obliges the franchisees to do so, so the risk of non-renewal may be verified.
In these contracts it is normal to contract the payment of an "Initial Fee" at the beginning of each contract and a "Renewall Fee" at the end of the initial period, in addition to a royalty of marketing operations on the sales made.
Periodically, development contracts are negotiated which guarantee the right to open new restaurants.
At the moment a contract has been signed for the implementation of 40 KFC restaurants in the period between May 2017 and May 2022.
The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.
The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.
Other current assets and liabilities on 31 March 2018 and 31st December 2017 are broken down as follows:
| Mar/18 | Dec/17 | |
|---|---|---|
| Clients | 8 628 286 | 7 045 044 |
| State and other public entities | 2 050 881 | 1 821 312 |
| Other debtors | 4 206 501 | 4 797 968 |
| Advances to suplliers | 217 498 | 443 940 |
| Advances to financial investments debt | 600 000 | 320 781 |
| Accruals and income | 5 746 514 | 5 060 103 |
| Deferred costs | 2 391 256 | 2 494 073 |
| Other current assets | 23 840 936 | 21 983 221 |
| Accumulated impairment losses | 2 235 353 | 2 159 659 |
| 21 605 583 | 19 823 562 | |
| Other current liabilities | ||
| Mar/18 | Dec/17 | |
| Other creditors | 8 827 864 | 9 900 301 |
| State and other public entities | 7 861 470 | 7 677 912 |
| Deferred income | 793 977 | 691 832 |
| 17 483 311 | 18 270 045 |
Net financing cost on 31st March 2018 and 2017 are broken down as follows:
| 2018 | 2017 | |
|---|---|---|
| Interest paid | 844 081 | 1 120 613 |
| Interest earned | -378 706 | -240 936 |
| Currency exchange differences | -35 397 | -10 534 |
| Payment discounts obtained | -2 698 | -2 947 |
| Other financial costs and income | 411 683 | 427 734 |
| 838 963 | 1 293 930 |
Income taxes recognized as of March 31, 2018 and 2017 are detailed as follows:
| Mar/18 | Mar/17 | |
|---|---|---|
| Current taxes | 948 360 | 399 546 |
| Deferred taxes | 86 354 | 46 700 |
| 1 034 714 | 446 246 |
The effective tax rate on profits was 23% on March 31, 2018 and 18% in the same period of 2017, as follows:
| mar/18 | mar/17 | ||
|---|---|---|---|
| Profit before tax | 4 528 354 | 2 497 510 | |
| Income tax expense | 1 034 714 | 446 246 | |
| Effective tax rate | 23% | 18% |
The related parties of Ibersol group are:
António Carlos Vaz Pinto de Sousa – 2.100 shares (*)
António Alberto Guerra Leal Teixeira – 2.100 shares (*)
ATPS, SGPS, SA – 16.472.549 shares
(*) ATPS voting rights are also attributable to Antonio Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under subparagraph b) of paragraph 1 of article 20 and paragraph 1 Article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, CALUM - SERVIÇOS E GESTÃO, S.A. with the NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A with the NIPC 513799257, which together hold the majority of the capital of ATPS.
With respect to the balances and transactions with related entities, the overall value of the balances and transactions of the Group with the joint controlled UQ Consult relates mainly to support services and management information systems, and was, respectively, 754.331 and 670.054 euros.
The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provided services of administration and management to the group. ATPS-S.G.P.S., S.A. under contract with Ibersol Restauração, S.A. has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.
1) Standards (new and amendments) that have been published and are mandatory for the accounting periods beginning on or after 1 January 2018, endorsed by the EU:
a) IFRS 9 (new), 'Financial instruments' (effective for annual periods beginning on or after 1 January 2018). IFRS 9 replaces the guidance in IAS 39, regarding: (i) the classification and measurement of financial assets and liabilities; (ii) the recognition of credit impairment (through the expected credit losses model); and (iii) the hedge accounting requirements and recognition. It is not expected that its application has significant impacts.
b) IFRS 15 (new), 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). This new standard, applies only to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver the goods or services is satisfied and by the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach. It is not expected that its application has significant impacts.
c) IFRS 16 (new), 'Leases' (effective for annual periods beginning on or after 1 January 2019). This new standard replaces the IAS 17 with a significant impact on the accounting by lessees that are now required to recognise a lease liability reflecting future lease payments and a "right-of-use asset" for all lease contracts, except for certain short-term leases and for low-value assets. The definition of a lease contract also changed, being based on the "right to control the use of an identified asset". It is estimated that its application has relevant impacts, Ibersol will determine the respective amounts.
d) IFRS 4 (amendment), 'Insurance contracts (Applying IFRS 4 with IFRS 9)' transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment allows companies that issue insurance contracts the option to recognise in Other Comprehensive Income, rather than Profit or Loss the volatility that could rise when IFRS 9 is applied before the new insurance contract standard is issued. Additionally, it is given an optional temporary exemption from applying IFRS 9 until 2021, to the companies whose activities are predominantly connected with insurance, not being applicable at consolidated level. It is not expected that its application has significant impacts.
e) Amendments to IFRS 15 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). These amendments refer to additional guidance for determining the performance obligations in a contract, the timing of revenue recognition from a license of intellectual property, the review of the indicators for principal versus agent classification, and to new practical expedients to simplify transition. It is not expected that its application has significant impacts.
2) Standards (new and amendments) and interpretations that have been published and are mandatory for the accounting periods beginning on or after 1 January 2017, but are not yet endorsed by the EU:
a) Annual Improvements 2014 - 2016, (generally effective for annual periods beginning on or after 1 January 2017). The 2014-2016 annual improvements impacts: IFRS 1, IFRS 12 and IAS 28. It is not expected that its application has significant impacts.
b) IAS 40 (amendment), 'Transfers of Investment property' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies when assets are transferred to, or from investment properties, the evidence of the change in use is required. A change of management intention in isolation is not enough to support a transfer. It is not expected that its application has significant impacts.
c) IFRS 2 (amendment), 'Classification and measurement of share-based payment transactions' (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications to a share-based payment plan that change the classification an award from cashsettled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority. It is not expected that its application has significant impacts.
d) IFRS 9 (amendment), 'Prepayment features with negative compensation' (effective for annual periods beginning on or after 1 January 2019). This amendment is still subject to endorsement by the European Union. The amendment introduces the possibility to classify certain financial assets with negative compensation features at amortized cost, provided that specific conditions are fulfilled, instead of being classified at fair value through profit or loss. It is not expected that its application has significant impacts.
e) IAS 28 (amendment), 'Long-term interests in Associates and Joint Ventures' (effective for annual periods beginning on or after 1 January 2019). This amendment is still subject to endorsement by the European Union. The amendment clarifies that long-term investments in associates and joint ventures (components of an entity's investments in associates and joint ventures), that are not being measured through the equity method, are to be measured in accordance with IFRS 9, being subject to impairment expected credit loss model, prior to any impairment test of the investment as a whole. It is not expected that its application has significant impacts.
f) Annual Improvements 2015 - 2017, (generally effective for annual periods beginning on or after 1 January 2019). These improvements are still subject to endorsement by the European Union. The 2015-2017 annual improvements impact: IAS 23, IAS 12, IFRS 3 and IFRS 11. It is not expected that its application has significant impacts.
g) IFRS 17 (new), 'Insurance contracts' (effective for annual periods beginning on or after 1 January 2021). This standard is still subject to endorsement by European Union. This new standard replaces IFRS 4 and applies to all entities issuing insurance contracts, reinsurance contracts and investment contracts with discretionary participation characteristics. IFRS 17 is based on the current measurement of technical liabilities at each reporting date. The current measurement can be based on a complete "building block approach" or "premium allocation approach". The recognition of the technical margin is different depending on whether it is positive or negative. IFRS 17 is of retrospective application. It is not expected that its application has significant impacts.
a) IFRIC 22 (new), 'Foreign currency transactions and advance consideration' (effective for annual periods beginning on or after 1 January 2018). This interpretation is still subject to endorsement by European Union. An Interpretation of IAS 21 'The effects of changes in foreign exchange rates' it refers to the determination of the "date of transaction" when an entity either pays or receives consideration in advance for foreign currency denominated contracts". The date of transaction determines the exchange rate used to translate the foreign currency transactions. It is not expected that its application has significant impacts.
b) IFRIC 23 (new), 'Uncertainty over income tax treatment' (effective for annual periods beginning on or after 1 January 2019). This interpretation is still subject to endorsement by European Union. This is an interpretation of IAS 12 - 'Income tax', referring to the measurement and recognition requirements to be applied when there is uncertainty as to the acceptance of an income tax treatment by the tax authorities. In the event of uncertainty as to the position of the tax authority on a specific transaction, the entity shall make its best estimate and record the income tax assets or liabilities under IAS 12, and not under IAS 37 - "Provisions, contingent liabilities and contingent assets ", based on the expected value or the most probable value. The application of IFRIC 23 may be retrospective or retrospective modified. It is not expected that its application has significant impacts.
There are no subsequent events to 31st March 2018 that may have a material impact on the financial statements presented.
The financial statements were approved by the Board of Directors and authorised for emission on 04th June 2018.
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