Earnings Release • Nov 24, 2014
Earnings Release
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Publicly Listed Company
Head office: Praça do Bom Sucesso 105/159, 9º andar, Porto Sahre Capital: Euro 20.000.000 Commercial Registry: Oporto under the number 501669477 Fiscal Number: 501 669 477
Consolidated turnover of the first nine months of 2014 amounted to 137.1 million euro which compares with 126.6 million euro in the same period of 2013.
For the 8.3% growth of turnover contributed the consumption growth, especially in Portugal, and the opening of the fourth unit in Angola.
In the third quarter, the turnover reached EUR 52 million which represents an increase of 12.7%, confirming the signs of recovery in private consumption, which was reinforced during the summer by unstable climatic conditions very favorable to increased traffic in the shopping malls.
The more favorable context in recent months has allowed an improvement in sales in most concepts, with less impact on the "dining" segment.
The highest increases were recorded in the concepts of "counter" and in the "catering" business this benefiting from a strong increase in the number of events occurred mainly in the city of Lisbon.
During the first nine months, in Portugal we closed six units by a decision not to renew their contracts with the malls, we held the opening of a Burger King in Matosinhos and we started exploring the concession of one more space at Lisbon Airport.
In Spain, we closed the last unit Caffé Pasta and Pizza Móvil unit. In Angola, we held the opening of the fourth KFC in Luanda.
| Nº of Stores | 2013 | 2014 | 2014 | ||
|---|---|---|---|---|---|
| 31-Dez | Openings | Transfer | Closings | 30-Sep | |
| PORTUGAL | 302 | 2 | 6 | 298 | |
| Own Stores | 301 | 2 | 6 | 297 | |
| Pizza Hut | 93 | 1 | 92 | ||
| Okilo/MMIT | 9 | 1 | 8 | ||
| Pans | 56 | 2 | 54 | ||
| Burger King | 39 | 1 | 40 | ||
| KFC | 18 | 18 | |||
| Pasta Caffé | 14 | 1 | 13 | ||
| Quiosques | 10 | 1 | 9 | ||
| Flor d`Oliveira | 1 | 1 | |||
| Cafetarias | 35 | 35 | |||
| Catering (SeO,JSCCe Solinca) | 6 | 6 | |||
| Concessions & Other | 20 | 1 | 21 | ||
| Franchise Stores | 1 | 1 | |||
| SPAIN | 89 | 0 | 3 | 86 | |
| Own Stores | 70 | 0 | 2 | 68 | |
| Pizza Móvil | 36 | 1 | 35 | ||
| Pasta Caffé | 1 | 1 | 0 | ||
| Burger King | 33 | 33 | |||
| Franchise Stores | 19 | 1 | 18 | ||
| ANGOLA | 3 | 4 | |||
| KFC | 3 | 1 | 4 | ||
| Total Ow n stores | 374 | 2 | 8 | 369 | |
| Total Franchise stores | 20 | 0 | 1 | 19 | |
| TOTAL | 394 | 2 | 9 | 388 |
By the end of the third quarter the number of units amounted to 369, as shown below:
Consolidated net profit for the first nine months reached EUR 7.0 million, 4 million more than the same period of 2013.
The increase in consolidated net profit stems largely from the good performance of the sales registered in Q3.
The gross margin in the first nine months was 76.8% of turnover, higher than in the same period of 2013. Other operating income increased by 11% slightly above the turnover. Thus, gross profit increased by 9.3%, above the increase in activity.
The adjustment of costs to lower levels of activity performed in the last two years, results into a more flexible cost structure that ensures a significant leverage in profitability whenever a growth in turnover occurs. In fact, there has been a dilution of the different factors:
An increase of 4.3% in personnel costs, lower than turnover evolution, now represents 31.0% of turnover and compares with 32.1% in the same period of 2013. Focus on the management of brigades, allowed to react efficiently to changes in sales;
External Supplies and Services which increased by 4.8%, now representing 32.9% of turnover, 110 b.p. below than 2013. The increase in marketing costs by about 10% was offset by the dilution of fixed costs.
The effort to control costs associated with sales growth led to a substantial improvement in operating results. EBITDA increased by € 5.3 million and amounted to EUR 18.0 million, ie 42% more than in the same period of 2013
The EBITDA margin stood at 13.2% of turnover compared with 10.1% in the same period of 2013, reflecting the improvement in the level of activity.
Consolidated EBIT margin was 7.8% of turnover, corresponding to an operating profit of EUR 10.7 million.
The net financing costs reached EUR 1.2 million – a decrease of 210 thousand euro over the first nine months of 2013. The average cost of funds, which stood at 4.2%, although affected by the increased weight of loans contracted in Angola with interest rates much higher than the Group average, shows a downward trend this year following the rates trajectory in Europe.
Total Assets amounted to about EUR 217 million and shareholders' equity stood at EUR 125 million, representing around 58% of the Assets.
In this business, the Current Assets is lower than the Current Liabilities. The financial allowance stands at 30 million euros, equal to the amount recorded at year end.
Capex, during the period, amounted to 12 million euro. The expansion has absorbed around 9 million euro and the remainder was allocated to the refurbishment of units.
Net debt reached to 22.8 million euro, 1.6 million lower than the last year end.
The cash flow from operations amounted to EUR 18 million allowed the funding of all the CAPEX and the reduction of debt.
During the first nine months the company has not acquired or sold company shares. On 30th September the company held 2,000,000 shares (10% of the capital), with a face value of 1€ each, for an overall acquisition value of 11,179,644 euros, corresponding to an average price per share of 5.59 euro.
Positive signs for the first nine months should remain at least until the end of the year.
Keeping the costs adjusted to sales will remain as one of the Group's priorities throughout the year.
This quarter, were opened two "drive-in" units of Burger King - Azores and Braga - and is expecting the opening of a further one by the end of the current year.
In Angola, we are building a unit whose opening is expected in early 2015.
Porto, 17th de November 2014
The Board of Directors,
______________________________ António Alberto Guerra Leal Teixeira
______________________________ António Carlos Vaz Pinto de Sousa
______________________________
Juan Carlos Vázquez-Dodero
In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code each member of the board identified below declares that to the best of their knowledge:
António Alberto Guerra Leal Teixeira Chairman of Board Directors António Carlos Vaz Pinto Sousa Member of Board Directors Juan Carlos Vázquez-Dodero Member of Board Directors
30th September 2014
| ASSETS | Notes | 30-09-2014 | 31-12-2013 restated |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 126.868.232 | 121.119.638 |
| Goodwill Intangible assets |
8 8 |
40.509.009 14.705.826 |
40.509.009 15.253.659 |
| Deferred tax assets | 840.513 | 951.668 | |
| Financial assets - joint controlled entities | 2.470.659 | 2.497.788 | |
| Other financial assets | 364.876 | 354.700 | |
| Other non-current assets | 1.653.164 | 1.632.344 | |
| Total non-current assets | 187.412.279 | 182.318.806 | |
| Current | |||
| Stocks | 4.942.174 | 5.031.702 | |
| Cash and bank deposits | 15.271.435 | 22.138.608 | |
| Income tax receivable | 247.291 | 528.104 | |
| Other current assets | 8.948.712 | 8.088.260 | |
| Total current assets | 29.409.612 | 35.786.674 | |
| Total Assets | 216.821.891 | 218.105.480 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Capital and reserves attributable to shareholders | |||
| Share capital | 20.000.000 | 20.000.000 | |
| Own shares | -11.179.644 | -11.179.644 | |
| Goodwill | 156.296 | 156.296 | |
| Reserves and retained results | 104.581.876 | 101.929.821 | |
| Net profit in the year | 6.968.528 | 3.576.462 | |
| 120.527.056 | 114.482.935 | ||
| Non-controlling interest Total Equity |
4.911.896 125.438.952 |
4.957.161 119.440.096 |
|
| LIABILITIES | |||
| Non-current | |||
| Loans | 21.344.539 | 23.417.821 | |
| Deferred tax liabilities | 9.861.033 | 9.763.656 | |
| Provisions | 33.257 | 98.690 | |
| Other non-current liabilities | 387.662 | 413.298 | |
| Total non-current liabilities | 31.626.491 | 33.693.465 | |
| Current | |||
| Loans | 16.743.111 | 23.108.351 | |
| Accounts payable to suppl. and accrued costs Income tax payable |
30.180.481 1.519.876 |
30.399.313 620.492 |
|
| Other current liabilities | 11.312.980 | 10.843.763 | |
| Total current liabilities | 59.756.448 | 64.971.919 | |
| Total Liabilities | 91.382.939 | 98.665.384 | |
| Total Equity and Liabilities | 216.821.891 | 218.105.480 | |
| Notes | 30-09-2014 | 30-09-2013 restated |
||
|---|---|---|---|---|
| Operating Income | ||||
| Sales | 5 | 136.617.922 | 126.165.509 | |
| Rendered services | 5 | 436.426 | 439.707 | |
| Other operating income | 1.355.030 | 1.213.051 | ||
| Total operating income | 138.409.378 | 127.818.267 | ||
| Operating Costs | ||||
| Cost of sales | 31.765.035 | 30.222.256 | ||
| External supplies and services | 45.072.324 | 43.017.613 | ||
| Personnel costs | 42.428.362 | 40.675.718 | ||
| Amortisation, depreciation and impairment losses | 7 e 8 | 7.386.052 | 7.233.048 | |
| Other operating costs | 1.105.649 | 1.170.632 | ||
| Total operating costs | 127.757.422 | 122.319.267 | ||
| Operating Income | 10.651.956 | 5.499.000 | ||
| Net financing cost | -1.219.446 | -1.428.762 | ||
| Income on joint controlled entities - Equity method | -27.132 | 11.697 | ||
| Profit before tax | 9.405.378 | 4.081.935 | ||
| Income tax expense | 2.482.115 | 1.123.552 | ||
| Net profit | 6.923.263 | 2.958.383 | ||
| Other comprehensive income | 65.594 | -3.111 | ||
| TOTAL COMPREHENSIVE INCOME | 6.988.857 | 2.955.272 | ||
| Net profit attributable to: | ||||
| Owners of the parent | 6.968.528 | 2.954.180 | ||
| Non-controlling interest | -45.265 | 4.203 | ||
| 6.923.263 | 2.958.383 | |||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 7.034.122 | 2.951.069 | ||
| Non-controlling interest | -45.265 | 4.203 | ||
| 6.988.857 | 2.955.272 | |||
| Earnings per share: | ||||
| Basic | 0,39 | 0,16 | ||
| Diluted | 0,39 | 0,16 |
| 3rd TRIMESTER (unaudited) | ||||
|---|---|---|---|---|
| 2014 | ||||
| Notes | 2013 restated | |||
| Operating Income | ||||
| Sales | 5 | 51.846.665 | 46.109.229 | |
| Rendered services | 5 | 134.796 | 147.139 | |
| Other operating income | 450.292 | 282.663 | ||
| Total operating income | 52.431.753 | 46.539.031 | ||
| Operating Costs | ||||
| Cost of sales | 11.361.954 | 11.154.749 | ||
| External supplies and services | 16.735.082 | 14.844.075 | ||
| Personnel costs | 14.773.539 | 13.855.643 | ||
| Amortisation, depreciation and impairment losses | 7 e 8 | 2.368.054 | 2.420.585 | |
| Other operating costs | 406.559 | 541.182 | ||
| Total operating costs | 45.645.188 | 42.816.234 | ||
| Operating Income | 6.786.565 | 3.722.797 | ||
| Net financing cost | -149.870 | -683.766 | ||
| Income on joint controlled entities - Equity method | -10.353 | 10.219 | ||
| Profit before tax | 6.626.342 | 3.049.250 | ||
| Income tax expense | 5 | 1.731.499 | 781.503 | |
| Net profit | 4.894.843 | 2.267.747 | ||
| Other comprehensive income | 65.743 | -5.217 | ||
| TOTAL COMPREHENSIVE INCOME | 4.960.586 | 2.262.530 | ||
| Net profit attributable to: | ||||
| Owners of the parent | 4.890.766 | 2.241.383 | ||
| Non-controlling interest | 4.077 | 26.364 | ||
| 4.894.843 | 2.267.747 | |||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 4.956.509 | 2.236.166 | ||
| Non-controlling interest | 4.077 | 26.364 | ||
| 4.960.586 | 2.262.530 | |||
| Earnings per share: | 9 | |||
| Basic | 0,27 | 0,12 | ||
| Diluted | 0,27 | 0,12 |
| As sig ned to sh ho lde are rs |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No te |
Sh Ca ital are p |
Ow n Sh are s |
Co rsio nve n Res erv es |
Leg al Res erv es |
Oth er Re & ser ves Ret ain ed Res ults |
Net Pro fit |
Tot al p nt are ity equ |
No n llin tro con g inte t res |
Tot al Eq uity |
|
| Ba lan 1 J 20 13 ce on anu ary Ch in t he iod ang es per : |
20. 000 .00 0 |
11. 179 .64 4 - |
3.2 68 |
4.0 00. 001 |
96. 581 .58 2 |
2.5 13. 579 |
111 .91 8.7 86 |
4.6 80. 545 |
116 .59 9.3 31 |
|
| Ap lica tion of the lida ted fit f 20 12: p co nso pro rom T sfe r to and ret ain ed ults ran res erv es res |
1.5 23. 579 |
1.5 23. 579 |
||||||||
| Co rsio - A la nve n re ser ves ngo Net lida ted inc e in the nin h p erio d ont co nso om e m |
-3. 111 |
- | - -3. 111 |
- 3.1 11 - |
||||||
| end ed 30 Se ber 20 13 tem on p Tot al c han in the rio d |
2.9 54. 180 |
2.9 54. 180 |
4.2 03 |
2.9 58. 383 |
||||||
| ges pe Net ofit |
- | - | -3. 111 |
- | 1.5 23. 579 |
1.4 30. 601 2.9 54. 180 |
2.9 51. 069 2.9 54. 180 |
4.2 03 4.2 03 |
2.9 55. 272 2.9 58. 383 |
|
| pr Tot al c hen siv e in om pre com e |
2.9 51. 069 |
4.2 03 |
2.9 55. |
|||||||
| 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 12: p co nso pro rom |
272 | |||||||||
| P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| Ba lan 30 Se ber 20 13 tem ce on p |
20. 000 .00 0 |
11. 179 .64 4 - |
157 | 4.0 00. 001 |
98. 105 .16 1 |
2.9 54. 180 |
113 .87 9.8 55 |
4.6 84. 748 |
118 .56 4.6 03 |
|
| Ba lan 1 J 20 14 ce on anu ary Ch in t he iod ang es per : Ap lica tion of the lida ted fit f 20 13: p co nso pro rom |
20. 000 .00 0 |
11. 179 .64 4 - |
19. 045 - |
4.0 00. 001 |
98. 105 .16 1 |
3.5 76. 462 |
114 .48 2.9 35 |
4.9 57. 161 |
119 .44 0.0 96 |
|
| T sfe and ain ed ults r to ret ran res erv es res Co rsio - A la nve n re ser ves ngo Net lida ted inc e in the nin h p erio d ont co nso om e m |
65. 594 |
2.5 86. 462 |
2.5 86. 462 - |
- 65. 594 |
- 65. 594 |
|||||
| end ed 30 Se ber 20 14 tem on p |
6.9 68. 528 |
6.9 68. 528 |
45. 265 - |
6.9 23. 263 |
||||||
| Tot al c han in the rio d ges pe |
- | - | 65. 594 |
- | 2.5 86. 462 |
4.3 82. 066 |
7.0 34. 122 |
45. 265 - |
6.9 88. 857 |
|
| Net ofit pr |
6.9 68. 528 |
6.9 68. 528 |
265 45. - |
6.9 23. 263 |
||||||
| Tot al c hen siv e in om pre com e Tra ctio wit h c ital s in th eri od nsa ns ap ow ner e p |
7.0 34. 122 |
45. 265 - |
6.9 88. 857 |
|||||||
| Ap lica tion of the lida ted fit f 20 13: p co nso pro rom P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| Ba lan 30 Se ber 20 14 tem ce on p |
20. 000 .00 0 |
11. 179 .64 4 - |
46. 549 |
4.0 00. 001 |
100 .69 1.6 23 |
6.9 68. 528 |
120 .52 7.0 57 |
4.9 11. 896 |
125 .43 8.9 53 |
(value in euros)
| Nine months period ending on | ||||||
|---|---|---|---|---|---|---|
| September 30 | ||||||
| Note | 2014 | 2013 | ||||
| Cash Flows from Operating Activities | restated | |||||
| Flows from operating activities (1) | 18.581.134 | 16.032.753 | ||||
| Cash Flows from Investment Activities | ||||||
| Receipts from: | ||||||
| Financial investments | 5.640 | 11.260 | ||||
| Tangible fixed assets | 37.975 | 35.131 | ||||
| Intangible assets | ||||||
| Investment benefits | 97.954 | |||||
| Interest received | 128.374 | 825.916 | ||||
| Payments for: | ||||||
| Financial Investments | 65.816 | 0 | ||||
| Tangible fixed assets | 12.948.444 | 5.060.282 | ||||
| Intangible assests | 650.867 | 390.813 | ||||
| Flows from investment activities (2) | -13.395.184 | -4.578.788 | ||||
| Cash flows from financing activities | ||||||
| Receipts from: | ||||||
| Loans obtained | 890.520 | 3.632.050 | ||||
| Payments for: | ||||||
| Loans obtained | 9.422.288 | 8.463.036 | ||||
| Amortisation of financial leasing contracts | 61.483 | 179.521 | ||||
| Interest and similar costs | 1.585.070 | 2.044.836 | ||||
| Dividends paid | 990.000 | 990.000 | ||||
| Flows from financing activities (3) | -11.168.321 | -8.045.343 | ||||
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | -5.982.372 | 3.408.622 | ||||
| Perimeter changes effect | ||||||
| Exchange rate differences effect | 552.218 | |||||
| Cash & cash equivalents at the start of the period | 21.404.814 | 26.095.250 | ||||
| Cash & cash equivalents at end of the period | 14.870.224 | 29.503.872 |
(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 388 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burguer King, O' Kilo, Bocatta, Coffee Counter, Pizza Móvil, Flor d'Oliveira, Miit, Sol, Sugestões e Opções, José Silva Carvalho, Catering and SEC Eventos e Catering. The group has 369 units which it operates and 19 units under a franchise contract.
Ibersol is a public limited company listed on the Euronext of Lisbon.
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 30 September 2014, mainly with the international standard n.º 34 –Interim Financial Report.
The accounting policies applied on 30 September 2014 are identical to those applied for preparing the financial statements of 30 September and of 31 December 2013, except under the adoption of IFRS 11, jointly controlled entity UQ Consult S.A. ceases to be included by the proportional consolidation method, and the interest on that entity to be accounted for by the equity method. Because of this change the comparative figures have been restated in the consolidated statement of financial position, of comprehensive income and of cash-flows and in Notes 7, 8 and 13.
The main impacts can be summarized as follows:
Balance sheet
| 31-12-2013 | 31-12-2013 restated | |
|---|---|---|
| Financial assets - joint controlled entities | - | 2.497.788 |
| Goodwill | 42.677.991 | 40.509.009 |
| Other assets | 175.644.750 | 175.098.683 |
| Equity | 119.440.096 | 119.440.096 |
| Liabilities | 98.882.645 | 98.665.384 |
| 30-09-2013 | 30-09-2013 restated | |
|---|---|---|
| Operating income | 127.835.757 | 127.818.267 |
| Operating costs | -122.303.088 | -122.319.267 |
| Net financing cost | -1.446.500 | -1.428.762 |
| Income on joint controlled entities - Equity method | - | 11.697 |
| Income tax expense | -1.127.786 | -1.123.552 |
| Net profit | 2.958.383 | 2.958.383 |
In the consolidated statements of financial position, of comprehensive income and of cash-flows Ibersol chose to not include a third column with the values of 2013 un-restated due to the small size of the restated differences on the statements of accounts.
There where no substantially differences between accounting estimates and judgments applied on 31 December 2013 and the accounting values considered in the nine months period ended on the 30 September 2014.
4.1. The following group companies were included in the consolidation on 30th September 2014 and 30th September and 31st December 2013:
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Head Office | Sep-14 | Dec-13 | Sep-13 | |
| 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 | 80% | 80% | 80% | |
| 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% | |
| Ibergourmet Produtos Alimentares, S.A. | Porto | 100% | 100% | 100% | |
| Ferro & Ferro, Lda. | Porto | 100% | 100% | 100% | |
| Asurebi SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Charlotte Develops, SL | Madrid-Espanha | 100% | 100% | 100% | |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | 100% | |
| IBR - Sociedade Imobiliária, S.A. | Porto | 98% | 98% | 98% | |
| Eggon SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Anatir SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Lurca, SA | Madrid-Espanha | 100% | 100% | 100% | |
| Q.R.M.- Projectos Turísticos, S.A | Porto | 100% | 100% | 100% | |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | 100% | |
| RESTOH- Restauração e Catering, 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% | |
| (c ) Parque Central Maia - Activ.Hoteleiras, Lda | Porto | - | 100% | 100% | |
| Gravos 2012, S.A. | Porto | 80% | 80% | - | |
| 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 functions as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.
( c) Company merged into subsiduary Iberusa in September 2014, effective January 1, 2014.
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 (Note 2.1).
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
4.2. Alterations to the consolidation perimeter
4.2.1. Acquisition of new companies
The group did not buy any subsidiary in the nine months period ended on 30 Septembe 2014.
The group did not sell any of its subsidiaries in the nine months period ended on 30 September 2014.
In 2014, the Administration of IBERSOL began to monitor the business based on following segmentation:
| SEGMENT | BRANDS | |||||||
|---|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Flor d'Oliveira Pizza Movil | |||||
| Counters | KFC | O'Kilo | Miit | Burguer King | Pans/Bocatta | Coffee Counter | ||
| Concessions and | ||||||||
| Catering | Sol (SA) | Concessions | Catering | Convenience stores |
Until 2013, the Administration monitorized the business according to geographic segmentation:
As a result, the segment information for the period ended September 30, 2013 is restated.
The results per segment for the nine month period ended 30 September 2014 were as follows:
| Other, | |||||
|---|---|---|---|---|---|
| 30th September 2013 | Restaurants | Counters | Concessions and Catering |
elimination and adjustments |
Total Group |
| Sales | 49.208.367 | 61.476.364 | 14.861.753 | 1.058.731 | 126.605.216 |
| Operating Cash-flow (EBITDA) | 4.182.065 | 7.891.522 | 682.096 | -23.634 | 12.732.048 |
| Amortisation, depreciation and impairment losses | 2.098.633 | 2.979.543 | 1.674.416 | 480.457 | 7.233.048 |
| Operating income (EBIT) | 2.083.432 | 4.911.979 | -992.320 | -504.091 | 5.499.000 |
The results per segment for the nine month period ended 30 September 2013 were as follows:
| 30th June 2013 | Restaurants | Counters | Other Business |
Other, elimination and adjustments |
Total Group |
|---|---|---|---|---|---|
| Sales | 31.122.011 | 39.165.642 | 9.095.622 | 673.005 | 80.056.280 |
| Operating Cash-flow (EBITDA) | 2.102.536 | 4.405.038 | 63.714 | 17.378 | 6.588.666 |
| Amortisation, depreciation and impairment losses | 1.395.448 | 1.930.553 | 1.165.526 | 320.936 | 4.812.463 |
| Operating income (EBIT) | 707.089 | 2.474.485 | -1.101.812 | -303.558 | 1.776.204 |
Transfers or transactions between segments are performed according to normal commercial terms and in the conditions applicable to independent third parties.
No unusual facts took place during the nine months period ended 30 September 2014.
In the restaurant segment season activity is characterized by an increase of sales in the months of July, August and December, witch leads to a greater activity on the third trimester of the year compared with the first semester. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the nine first months of the year, sales are about 75% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 80%.
In the nine months period ended 30 September 2014 and in the year ending on 31 December 2013, the following movements took place in the value of tangible fixed assets, depreciation and accumulated impairment losses:
| Land and | Other tangible | Tangible Assets | |||
|---|---|---|---|---|---|
| buildings | Equipment | fixed Assets | in progress | Total | |
| 1 January 2013 | |||||
| Cost | 133.921.515 | 70.420.661 | 14.770.055 | 357.468 | 219.469.700 |
| Accumulated depreciation | 29.331.240 | 52.221.588 | 12.542.229 | - | 94.095.056 |
| Accumulated impairment | 4.922.744 | 562.633 | 62.515 | - | 5.547.892 |
| Net amount | 99.667.532 | 17.636.440 | 2.165.312 | 357.468 | 119.826.752 |
| 31 December 2013 | |||||
| Initial net amount | 99.667.532 | 17.636.440 | 2.165.312 | 357.468 | 119.826.752 |
| Changes in consolidat perimeter | 764.885 | -345.430 | - | - | 419.456 |
| Currency conversion | -307.853 | -58.140 | -11.242 | -114 | -377.349 |
| Additions | 5.634.407 | 3.145.697 | 1.416.810 | 2.082.655 | 12.279.569 |
| Decreases | 407.090 | 214.952 | 6.472 | 98.700 | 727.214 |
| Transfers | 95.168 | -1.438 | - | -95.168 | -1.438 |
| Depreciation in the year | 3.099.556 | 4.153.487 | 821.199 | - | 8.074.242 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | 2.172.715 | 53.179 | - | - | 2.225.894 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 100.174.778 | 15.955.512 | 2.743.209 | 2.246.141 | 121.119.640 |
| 31 December 2013 | |||||
| Cost | 137.645.431 | 69.148.910 | 15.714.983 | 2.246.141 | 224.755.467 |
| Accumulated depreciation | 31.624.056 | 52.577.587 | 12.909.260 | - | 97.110.902 |
| Accumulated impairment | 5.846.597 | 615.812 | 62.515 | - | 6.524.924 |
| Net amount | 100.174.778 | 15.955.512 | 2.743.209 | 2.246.141 | 121.119.640 |
| Land and buildings |
Equipment | Other tangible fixed Assets |
Tangible Assets in progress |
Total | |
| 30 September 2014 | |||||
| Initial net amount | 100.174.778 | 15.955.512 | 2.743.209 | 2.246.141 | 121.119.640 |
| Changes in consolidat perimeter | - | - | - | - | - |
| Currency conversion | 472.031 | 116.622 | 20.624 | 166.925 | 776.202 |
| Additions | 4.955.824 | 2.104.989 | 1.081.344 | 3.268.298 | 11.410.455 |
| Decreases | 82.399 | 98.438 | 2.110 | 25 | 182.972 |
| Transfers | 2.074.455 | - | 574 | -2.079.619 | -4.590 |
| Depreciation in the year | 2.521.990 | 2.960.650 | 603.449 | - | 6.086.089 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | 164.411 | - | - | - | 164.411 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 104.908.288 | 15.118.035 | 3.240.192 | 3.601.720 | 126.868.235 |
| 30 September 2014 Cost |
|||||
| 143.336.378 | 69.994.165 | 16.583.298 | 3.601.720 | 233.515.563 | |
| Accumulated depreciation | 33.684.882 | 54.313.499 | 13.280.592 | - | 101.278.972 |
| Accumulated impairment | 4.743.208 | 562.632 | 62.515 | - | 5.368.355 |
| Net amount | 104.908.288 | 15.118.035 | 3.240.192 | 3.601.720 | 126.868.235 |
Investments for the year 2014 on fixed assets in the amount of 11 million are related to the opening of new units, in Portugal and Angola, and the renovation of the existing ones, in Portugal and Spain.
Intangible assets are broken down as follows:
| Sep-14 | Dec-13 | |
|---|---|---|
| Goodwill | 40.509.009 | 40.509.009 |
| Intangible assets | 14.705.826 | 15.253.659 |
| 55.214.835 | 55.762.668 |
In the nine months period ended 30 September 2014 and in the year ending on 31 December 2013, the movement in the value of intangible assets, amortization and accumulated impairment losses were as follows:
| Goodwill | Industrial property |
Other intangible Assets |
Intangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 1 January 2013 | |||||
| Cost | 42.190.958 | 20.788.413 | 5.394.349 | 2.445.801 | 70.819.521 |
| Accumulated amortization | - | 6.572.385 | 4.485.694 | - | 11.058.079 |
| Accumulated impairment | 1.861.678 | 967.650 | 70.110 | - | 2.899.438 |
| Net amount | 40.329.280 | 13.248.378 | 838.545 | 2.445.801 | 56.862.005 |
| 31 December 2013 | |||||
| Initial net amount | 40.329.280 | 13.248.378 | 838.545 | 2.445.801 | 56.862.005 |
| Changes in consolidat. perimeter | - | -20.246 | -9.000 | -26.630 | -55.876 |
| Currency conversion | - | -47.390 | -114 | -14.151 | -61.655 |
| Additions | 179.729 | 818.821 | 19.952 | 5.900 | 1.024.402 |
| Decreases | - | 96.679 | 11.896 | - | 108.575 |
| Transfers | - | 1.438 | - | - | 1.438 |
| Amortization in the year | - | 1.111.648 | 544.676 | - | 1.656.324 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | 242.747 | - | - | 242.747 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 40.509.009 | 12.549.927 | 292.811 | 2.410.920 | 55.762.668 |
| 31 December 2013 | |||||
| Cost | 42.370.687 | 21.249.053 | 5.296.349 | 2.410.920 | 71.327.009 |
| Accumulated amortization | - | 7.488.729 | 4.933.428 | - | 12.422.157 |
| Accumulated impairment | 1.861.678 | 1.210.397 | 70.110 | - | 3.142.185 |
| Net amount | 40.509.009 | 12.549.927 | 292.811 | 2.410.920 | 55.762.668 |
| Goodwill | Industrial property |
Other intangible Assets |
Intangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 30 September 2014 | |||||
| Initial net amount | 40.509.009 | 12.549.927 | 292.811 | 2.410.920 | 55.762.668 |
| Changes in consolidat. Perimeter | - | - | - | - | - |
| Currency conversion | - | 53.609 | 22 | 20.074 | 73.705 |
| Additions | - | 532.404 | 2 | - | 532.406 |
| Decreases | - | 652 | 1.106 | 3.608 | 5.366 |
| Transfers | - | -699.941 | 699.941 | - | - |
| Amortization in the year | - | 823.577 | 325.001 | - | 1.148.578 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 40.509.009 | 11.611.770 | 666.669 | 2.427.386 | 55.214.835 |
| 30 September 2014 | |||||
| Cost | 42.370.687 | 20.851.700 | 5.939.367 | 2.427.386 | 71.589.140 |
| Accumulated amortization | - | 8.029.608 | 5.202.588 | - | 13.232.196 |
| Accumulated impairment | 1.861.678 | 1.210.322 | 70.110 | - | 3.142.110 |
| Net amount | 40.509.009 | 11.611.770 | 666.669 | 2.427.386 | 55.214.835 |
(1) intangible assets in progress balance refers mainly to the 3 new concessions yet to be open, in service areas of the following motorways: Guimarães, Fafe and Paredes. These service areas are still in the design stage and waiting for platforms delivery. It is expected that the platforms will not be delivered and their contracts cancel, with the consequent repayment of invested capital.
Income per share in the nine months period ended 30 September 2014 and 2013 was calculated as follows:
| Sep-14 | Sep-13 | |
|---|---|---|
| Profit payable to shareholders | 6.968.528 | 2.954.180 |
| Mean weighted number of ordinary shares issued | 20.000.000 | 20.000.000 |
| Mean weighted number of own shares | -2.000.000 | -2.000.000 |
| 18.000.000 | 18.000.000 | |
| Basic earnings per share (€ per share) | 0,39 | 0,16 |
| Earnings diluted per share (€ per share) | 0,39 | 0,16 |
| Number of own shares at the end of the year | 2.000.000 | 2.000.000 |
Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.
At the General Meeting of 30th April 2014, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2013), which was paid on 30th May 2014, representing a total value of 990.000 euros for outstanding shares (990.000 euros in 2013).
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 30 September 2014, responsibilities not recorded by the Group subsidiaries in their financial statements consist mainly of bank guarantees given on their behalf, as shown below:
| Sep-14 | Dec-13 | |
|---|---|---|
| Guarantees given | 116.788 | 118.348 |
| Bank guarantees | 1.773.975 | 1.470.992 |
On early October 2013, a joint administrative action against the Portuguese State, was brought by the subsidiary Iberusa Hotelaria e Restauração, S.A., whose cause of action falls in extensive property damage caused by the current and future implementation of Iberusa signed contracts under the Public-Private Partnerships, concerning several highway concessions where Iberusa explores, in different service areas, several establishments, under the various sub-conceded contracts.
No investments had been signed on the Balance Sheet date which had not taken place yet.
In the nine months period ended 30 September 2014 and 31 December 2013, under the heading of asset impairment losses were as follows:
| Sep-14 | ||||||
|---|---|---|---|---|---|---|
| Impairment | ||||||
| Starting balance |
Transfers | assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 6.524.924 | - | -1.320.980 | 164.411 | - | 5.368.355 |
| Consolidation differences | 1.861.678 | - | - | - | - | 1.861.678 |
| Intangible assets | 1.280.506 | - | -75 | - | - | 1.280.431 |
| Stocks | 74.981 | - | - | - | - | 74.981 |
| Other current assets | 1.167.468 | -2.574 | - | 105.295 | -17.104 | 1.253.084 |
| 10.909.557 | -2.574 | -1.321.055 | 269.706 | -17.104 | 9.838.530 |
| Dec-13 | |||||
|---|---|---|---|---|---|
| Starting balance |
Cancellation | assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
| 5.547.892 | - | -1.248.861 | 2.225.894 | - | 6.524.924 |
| 1.861.678 | |||||
| 1.280.506 | |||||
| 74.981 | |||||
| 1.057.247 | -17.850 | - | 184.039 | -55.968 | 1.167.468 |
| 9.579.558 | -17.850 | -1.248.861 | 2.652.679 | -55.968 | 10.909.558 |
| 1.861.678 1.037.760 74.981 |
- - - |
Impairment - - - |
- 242.746 - |
- - - |
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.
i) Currency exchange risk
The currency exchange risk is very low, since the group operates mainly in the Iberian market. Bank loans are mainly in euros and acquisitions outside the Euro zone are of irrelevant proportions.
Although the Group holds investments outside the euro-zone in external operations, due to the reduced size of the investment, there is no significant exposure to currency exchange risk. The only outside loan in the amount of 3.125.000 USD does not provide high exposure to currency exchange rate due to its reduced amount and to the strong correlation between USA dollar and local currency.
ii) Price risk
The group is not greatly exposed to the merchandise price risk.
iii) Interest rate risk (cash flow and fair value)
Since the group does not have remunerated assets earning significant interest, the profit and cash flow from investment activities are substantially independent from interest rate fluctuations.
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 totally or partially fixing the interest rates.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. The interest rate swap to hedge the risk of a 10 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan. Moreover, the Group has cash and cash equivalents covering about 13% of the loans in which the remuneration covers interest rate changes on the debt.
Based on simulations performed on 30 September 2014, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 120.000 euros.
The group's main activity covers sales paid in cash or by debit/credit cards. As such, the group does not have relevant credit risk concentrations. It has policies ensuring that sales on credit are performed to customers with a suitable credit history. The group has policies that limit the amount of credit to which these customers have access.
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 30th September 2014, current liabilities reached 60 million euros, compared with 29 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. It is expected in the year 2014 the renewal of the short term commercial paper programmes (9.500.000 eur). However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.
Under the current financial markets developments and for higher bank loans availability, the Group chose to use part of their application to reduce the amount of its loans, while maintaining short term treasury lines. On September 30, 2014, the use of short term liquidity cash flow support was of 5%. Investments in term deposits of 5 million match 13% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| until September 2015 | from September 2015 to 2021 | |
|---|---|---|
| Bank loans and overdrafts | 7.243.111 | 11.344.539 |
| Commercial paper | 9.500.000 | 10.000.000 |
| Suppliers of fixed assets c/ a | 2.633.156 | - |
| Suppliers c/ a | 17.767.451 | - |
| Other creditors | 9.660.408 | 387.662 |
| Total 46.804.126 |
21.732.201 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 30th September 2014 the gearing ratio was of 15% and on 31st December 2013 of 17%, as follows:
| Set-14 | Dec-13 | ||
|---|---|---|---|
| Bank loans | 38.087.650 | 46.526.172 | |
| Cash and bank deposits | -15.271.435 | -22.138.608 | |
| Net indebtedness | 22.816.215 | 24.387.564 | |
| Equity | 125.438.952 | 119.440.096 | |
| Total capital | 148.255.167 | 143.827.660 | |
| Gearing ratio | 15% | 17% |
Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in September 2014 we have a 15% ratio.
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.
There were no subsequent events as of 30 September 2014 that may have a material impact on these financial statements.
The financial statements were approved by the Board of Directors and authorised for emission on November 17th, 2014.
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