Quarterly Report • Nov 21, 2013
Quarterly Report
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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 2013 amounted to 126.6 million euro which compares with 127.1 million euro in the same period of 2012.
With private consumption still falling in the Iberian market, Ibersol was declining the turnover of 3.8%.
In the third quarter, sales with a growth of 1.1% reached 45.2 million euros, confirming signs of recovery evident in the first half.
The more favorable context in recent months has allowed an improvement in sales in most concepts.
The Burger King with marketing campaigns with aggressive price and more time in the main media was the brand that benefited most from the positive inversion of the market, taking in the third quarter a significant growth in Portugal and Spain.
The KFC, another concept counter, that in Portugal in the period of crisis has sustained its market share recorded growth in sales in the third quarter. In Angola, the brand continues to operate two units, having maintained the pace of sales of previous quarters.
The business in captives spaces also presents a positive trend of sales and just do not hit the volume of 2012 because we fail to explore the points of terminal 2 of the Lisbon airport.
The Pizza Hut and Pans that showed greater difficulties in the last year significantly slowed the losses of sales.
Sales of Pizza Móvil which were affected by closures, which had decreased the area of distribution, in the same universe had behavior close to the market.
The remaining concepts of higher ticket - Okilo, Pasta Caffé and Flor d `Oliveira - had greater difficulties during summer and remained still with significant losses. The unit of MIIT Norteshopping continues to give good indications and in October we converted the Okilo unit of Vasco da Gama.
Business in the service areas continue with a negative trend, and not kept pace sales of other concepts while maintaining a performance in line with previous periods.
In the business of catering the sales in third quarter benefited from events held at the Congress Centre in Lisbon.
During the first nine months in Portugal, Ibersol closed seven units by decision not to renew their contracts. In Spain the Group closed one Pasta Caffé and one Pizza Móvil and transferred another one from own operating to a franchise.
| Nº of Stores | 2012 | 2013 | 2013 | ||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closings | 30-Sep | |
| PORTUGAL | 308 | 1 | 7 | 302 | |
| Own Stores | 307 | 1 | 7 | 301 | |
| Pizza Hut | 95 | 2 | 93 | ||
| Okilo | 11 | 2 | 9 | ||
| Pans | 57 | 1 | 56 | ||
| Burger King | 38 | 1 | 39 | ||
| KFC | 18 | 18 | |||
| Pasta Caffé | 16 | 1 | 15 | ||
| Quiosques | 10 | 10 | |||
| Flor d`Oliveira | 1 | 1 | |||
| Cafetarias | 35 | 35 | |||
| Catering (SeO,JSCCe Solinca) | 6 | 6 | |||
| Concessions & Other | 20 | 1 | 19 | ||
| Franchise Stores | 1 | 1 | |||
| SPAIN | 92 | 1 | 4 | 89 | |
| Own Stores | 73 | 0 | -1 | 2 | 70 |
| Pizza Móvil | 39 | -1 | 1 | 37 | |
| Pasta Caffé | 2 | 1 | 1 | ||
| Burger King | 32 | 32 | |||
| Franchise Stores | 19 | 1 | 1 | 2 | 19 |
| ANGOLA | 2 | 2 | |||
| KFC | 2 | 2 | |||
| Total Own stores | 382 | 1 | -1 | 9 | 373 |
| Total Franchise stores | 20 | 1 | 1 | 2 | 20 |
| TOTAL | 402 | 2 | 0 | 11 | 393 |
Consolidated net profit for the first nine months reached 2.96 million euro, 8.7% above what has been achieved in the same period of 2012.
The increase in consolidated net income which amounted to 238 thousand euro stems largely from the recovery of activity registered in the 3rd quarter.
The gross margin in the first nine months was 76.1% of turnover, lower than in the same period of 2012. Other operating income substantially reduced by the effect of some suppliers reimbursements have been transferred to reductions in purchase prices. Gross profit has reduced by 1.9%, reflecting a reduction in selling prices and promotional effort.
The costs adjustment to a lower activity attenuated the impact on results. This effort resulted in the evolution of the main factors:
A 4.0% reduction in personnel costs, that now represents 32.3% of turnover and compares with 33.5% in the same period of 2012;
External Supplies and Services which decreased by 1.1%, now representing 33.7% of turnover, 20 b.p. above than 2012. Most items had an evolution according to turnover. However, higher energy prices and more maintenance of assets hindered a higher adjustment of cost.
The effort to control costs associated with less pressure on sales allowed a recovery of operating results. EBITDA increased by EUR 236 thousand and amounted to EUR 12.9 million, ie 1.9% more than in the same period of 2012.
The EBITDA margin stood at 10.2% of turnover compared with 10.0% in the same period of 2012, reflecting the improvement in the level of activity.
Consolidated EBIT margin was 4.4% of turnover, corresponding to an operating profit of EUR 5.5 million.
The net financing costs reached EUR 1.44 million – a decrease of 147 thousand euro over the first nine months of 2012. The average cost of funds, which stood at 4.8%, remained at the same level of the same period of 2012. The reduction in the net financing costs due mainly to the reduction in the level of debt compared to that seen in 2012 and despite the increase in debt of subsidiaries operating in Angola where market rates are substantially higher than the European rates.
Total Assets amounted to about EUR 220 million and shareholders' equity stood at EUR 119 million, representing around 54% of the Assets.
As is characteristic of this business, the Current Assets is less than the Current Liabilities. The financial allowance stands at 23 million euros, 5.6 million euro over that recorded at year end.
Capex amounted to 4.6 million euro. The expansion has absorbed about 1.8 million euro and the remainder was allocated to the refurbishment of units, of which 1.7 million euro in the Burger King in Spain.
Net debt reached to 20.0 million euro, 8.0 million lower than the year end.
The cash flow from operations amounted to EUR 16 million allowed the funding all the CAPEX and reduce debt.
During the first nine months the company 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 an average price per share 5.59 euro.
Signs of context less negative in Q3 will remain at least until the end of the year.
The adjustment of rents to the evolution of the business and the constant renegotiation of the cost of using spaces will remain as one of the priorities of the Group throughout the year.
Expansion program in the Iberian market is expected to achieve the opening of 1 unit of Burger King. We maintain the goal of remodeling at least 3 more units during the fourth quarter.
In Angola, it is likely to take place the opening of a unit until the end of the year
Porto, 13th de November 2013
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 2013
| ASSETS | Notes | 30-09-2013 | 31-12-2012 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 117.369.349 | 119.826.752 |
| Goodwill | 8 | 42.498.262 | 42.498.262 |
| Intangible assets | 8 | 15.332.883 | 16.532.724 |
| Deferred tax assets | 790.661 | 935.834 | |
| Financial assets available for sale | 915.340 | 926.600 | |
| Other non-current assets | 1.590.873 | 1.604.632 | |
| Total non-current assets | 178.497.368 | 182.324.804 | |
| Current | |||
| Stocks | 3.636.979 | 3.519.788 | |
| Cash and cash equivalents | 29.646.539 | 26.748.790 | |
| Other current assets | 8.688.419 | 11.389.131 | |
| Total current assets | 41.971.937 | 41.657.709 | |
| Total Assets | 220.469.305 | 223.982.513 | |
| 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 | 101.949.023 | 100.428.555 | |
| Net profit in the year | 2.954.180 | 2.513.579 | |
| 113.879.855 | 111.918.786 | ||
| Non-controlling interest | 4.684.748 | 4.680.545 | |
| Total Equity | 118.564.603 | 116.599.331 | |
| LIABILITIES | |||
| Non-current | |||
| Loans | 26.434.282 | 36.983.045 | |
| Deferred tax liabilities | 10.344.087 | 10.287.213 | |
| Provisions Other non-current liabilities |
33.257 303.802 |
33.257 325.188 |
|
| Total non-current liabilities | 37.115.428 | 47.628.703 | |
| Current Loans |
22.700.148 | 17.855.569 | |
| Accounts payable to suppl. and accrued costs | 29.086.963 | 30.609.428 | |
| Other current liabilities | 13.002.163 | 11.289.482 | |
| Total current liabilities | 64.789.274 | 59.754.479 | |
| Total Liabilities | 101.904.702 | 107.383.182 |
| Notes | 30-09-2013 | 30-09-2012 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 126.165.509 | 126.602.577 |
| Rendered services | 5 | 457.197 | 484.187 |
| Other operating income | 1.213.051 | 1.951.569 | |
| Total operating income | 127.835.757 | 129.038.333 | |
| Operating Costs | |||
| Cost of sales | 30.221.876 | 29.549.527 | |
| External supplies and services | 42.651.158 | 43.131.824 | |
| Personnel costs | 40.894.363 | 42.619.415 | |
| Amortisation, depreciation and impairment losses | 7 e 8 | 7.364.654 | 7.364.136 |
| Other operating costs | 1.171.037 | 1.076.430 | |
| Total operating costs | 122.303.088 | 123.741.332 | |
| Operating Income | 5.532.669 | 5.297.001 | |
| Net financing cost | -1.446.500 | -1.593.942 | |
| Profit before tax | 4.086.169 | 3.703.059 | |
| Income tax expense | 5 | 1.127.786 | 982.692 |
| Profit for the year from continuing operations | 2.958.383 | 2.720.367 | |
| Net profit | 2.958.383 | 2.720.367 | |
| TOTAL COMPREHENSIVE INCOME | 2.958.383 | 2.720.367 | |
| Net profit from continuing operations attributable to: | |||
| Owners of the parent | 2.954.180 | 2.671.590 | |
| Non-controlling interest | 4.203 | 48.777 | |
| 2.958.383 | 2.720.367 | ||
| Net profit attributable to: | |||
| Owners of the parent | 2.954.180 | 2.671.590 | |
| Non-controlling interest | 4.203 | 48.777 | |
| 2.958.383 | 2.720.367 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 2.954.180 | 2.671.590 | |
| Non-controlling interest | 4.203 | 48.777 | |
| 2.958.383 | 2.720.367 | ||
| Earnings per share: | 9 | ||
| From continuing operations: | |||
| Basic | 0,16 | 0,15 | |
| Diluted | 0,16 | 0,15 |
| 3nd TRIMESTER | ||||
|---|---|---|---|---|
| (unaudited) | ||||
| Notes | 2013 | 2012 | ||
| Operating Income | ||||
| Sales | 5 | 46.109.229 | 45.303.075 | |
| Rendered services | 5 | 152.891 | 157.319 | |
| Other operating income | 282.663 | 494.659 | ||
| Total operating income | 46.544.783 | 45.955.053 | ||
| Operating Costs | ||||
| Cost of sales | 11.154.654 | 10.286.426 | ||
| External supplies and services | 14.718.507 | 14.988.638 | ||
| Personnel costs | 13.924.985 | 14.368.796 | ||
| Amortisation, depreciation and impairment losses | 7 e 8 | 2.463.693 | 2.507.774 | |
| Other operating costs | 540.843 | 432.187 | ||
| Total operating costs | 42.802.682 | 42.583.821 | ||
| Operating Income | 3.742.101 | 3.371.232 | ||
| Net financing cost | -689.150 | -817.262 | ||
| Profit before tax | 3.052.951 | 2.553.970 | ||
| Income tax expense | 5 | 785.204 | 660.923 | |
| Profit for the year from continuing operations | 2.267.747 | 1.893.047 | ||
| Net profit | 2.267.747 | 1.893.047 | ||
| TOTAL COMPREHENSIVE INCOME | 2.267.747 | 1.893.047 | ||
| Net profit from continuing operations attributable to: | ||||
| Owners of the parent | 2.241.383 | 1.870.729 | ||
| Non-controlling interest | 26.364 | 22.318 | ||
| 2.267.747 | 1.893.047 | |||
| Net profit attributable to: | ||||
| Owners of the parent | 2.241.383 | 1.870.729 | ||
| Non-controlling interest | 26.364 | 22.318 | ||
| Total comprehensive income attributable to: | 2.267.747 | 1.893.047 | ||
| Owners of the parent | 2.241.383 | 1.870.729 | ||
| Non-controlling interest | 26.364 | 22.318 | ||
| 2.267.747 | 1.893.047 | |||
| Earnings per share: | 9 | |||
| From continuing operations: | ||||
| Basic | 0,12 | 0,10 | ||
| Diluted | 0,12 | 0,10 |
(value in euros)
| Ass ign |
ed to s har eho lde rs |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ow n |
Co rsio nve n |
Leg al |
Oth er Res & erv es Ret ain ed |
Tot al p nt are |
No n llin tro con g |
Tot al |
||||
| Not e |
Sh Ca ital are p |
Sh are s |
Res erv es |
Res erv es |
Res ults Net |
Pro fit |
ity equ |
inte t res |
Equ ity |
|
| Bal Ja 201 2 n 1 anc e o nua ry |
20. 000 .00 0 |
11. 179 .64 4 - |
9.5 81 |
4.0 00. 001 |
91. 440 .13 9 |
6.1 25. 138 |
110 .39 5.2 15 |
4.4 49. 990 |
114 .84 5.2 05 |
|
| Ch in t he iod ang es per : App lica tion of the lida ted fit f 20 11: co nso pro rom |
||||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
5.1 35. 138 |
5.1 35. 138 - |
- | - | ||||||
| Inp f Pa e C ral Ma ia ut o ent rqu |
-3.3 09 |
3.3 09 - |
3.3 09 - |
|||||||
| 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 end ed 30 Sep ber 20 12 tem on |
3.1 12 |
2.6 71. 590 |
3.1 12 2.6 71. 590 |
48. 777 |
3.1 12 2.7 20. 367 |
|||||
| Tot al c han in the riod |
3.1 12 |
5.1 31. 829 |
2.4 63. 548 |
2.6 71. 393 |
48. 777 |
2.7 20. |
||||
| ges pe Oth hen siv e in er c om com e |
- | - | - | - 2.6 71. 590 |
2.6 71. 590 |
48. 777 |
170 2.7 20. |
|||
| pre Tra ctio wit h c ital s in the riod nsa ns ow ner |
367 | |||||||||
| ap pe App lica tion of the lida ted fit f 20 11: co nso pro rom |
||||||||||
| P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| Acq uis itio n/ ( sal e) o f ow har n s es |
- | - | ||||||||
| - | - | - | - | - | -99 0.0 00 |
990 .00 0 - |
- | -99 0.0 00 |
||
| 0 S Bal n 3 ept ber 20 12 anc e o em |
20. 000 .00 0 |
11. 179 .64 4 - |
12. 693 |
4.0 00. 001 |
96. 571 .96 8 |
2.6 71. 590 |
112 .07 6.6 08 |
4.4 98. 768 |
116 .57 5.3 75 |
|
| Bal n 1 Ja 201 3 anc e o nua ry |
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 |
|
| Ch in t he iod ang es per : |
||||||||||
| App lica tion of the lida ted fit f 20 12: co nso pro rom |
||||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
1.5 23. 579 |
1.5 23. 579 - |
- | - | ||||||
| Co rsio - A la nve n re ser ves ngo |
-3.1 11 |
-3.1 11 |
3.1 11 - |
|||||||
| Net lida ted inc e in the nin h p erio d ont co nso om e m end ed 30 Sep ber 20 13 tem on |
2.9 54. 180 |
2.9 54. 180 |
4.2 03 |
2.9 58. 383 |
||||||
| Tot al c han in the riod |
-3.1 11 |
1.5 23. 579 |
1.4 30. 601 |
2.9 51. 069 |
4.2 03 |
2.9 55. |
||||
| ges pe Oth hen siv e in er c om com e |
- | - | - | 2.9 54. 180 |
2.9 54. 180 |
4.2 03 |
272 2.9 58. |
|||
| pre Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
383 | |||||||||
| App lica tion of the lida ted fit f 20 12: co nso pro rom |
||||||||||
| P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| Acq uis itio n/ ( sal e) o f ow har n s es |
- | - | ||||||||
| - | - | - | - | - | -99 0.0 00 |
990 .00 0 - |
- | -99 0.0 00 |
||
| Bal 0 S ber n 3 ept 20 13 anc e o em |
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 |
(value in euros)
| Nine months period ending on September 30 |
||||
|---|---|---|---|---|
| Note | 2013 | 2012 | ||
| Cash Flows from Operating Activities | ||||
| Flows from operating activities (1) | 16.121.006 | 13.102.071 | ||
| Cash Flows from Investment Activities | ||||
| Receipts from: | ||||
| Financial investments | 11.260 | |||
| Tangible fixed assets | 35.131 | 175.368 | ||
| Intangible assets | ||||
| Investment benefits | ||||
| Interest received | 825.916 | 705.771 | ||
| Dividends received | ||||
| Other | ||||
| Payments for: | ||||
| Financial Investments | 200.000 | |||
| Tangible fixed assets | 5.068.365 | 7.228.619 | ||
| Intangible assests | 400.833 | 1.162.254 | ||
| Other | ||||
| Flows from investment activities (2) | -4.596.891 | -7.709.734 | ||
| Cash flows from financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 3.632.050 | 4.000.000 | ||
| Sale of own shares | ||||
| Other | ||||
| Payments for: | ||||
| Loans obtained | 8.463.036 | 6.557.496 | ||
| Amortisation of financial leasing contracts | 179.521 | 544.968 | ||
| Interest and similar costs | 2.062.574 | 2.100.670 | ||
| Dividends paid | 990.000 | 990.000 | ||
| Capital reductions and supplementary entries | ||||
| Acquisition of own shares | ||||
| Other | ||||
| Flows from financing activities (3) | -8.063.081 | -6.193.134 | ||
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | 3.461.034 | -800.797 | ||
| Perimeter changes effect | ||||
| Exchange rate differences effect | ||||
| Cash & cash equivalents at the start of the period | 25.914.024 | 28.481.438 | ||
| Cash & cash equivalents at end of the period | 29.375.058 | 27.680.641 |
(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 396 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burguer King, O' Kilo, Bocatta, Café Sô, Quiosques, Pizza Móvil, Flor d'Oliveira, Miit, Sol, Sugestões e Opções, José Silva Carvalho, Catering and SEC Eventos e Catering. The group has 373 units which it operates and 20 units under a franchise contract. Of this universe, 89 are headquartered in Spain and 2 in Angola, of which 72 are own establishments and 19 are franchised establishments.
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 2013, mainly with the international standard n.º 34 –Interim Financial Report.
The accounting policies applied on 30 September 2013 are identical to those applied for preparing the financial statements of 30 September and of 31 December 2012.
There where no substantially differences between accounting estimates and judgments applied on 31 December 2012 and the accounting values considered in the nine months period ended on the 30 September 2013.
4.1. The following group companies were included in the consolidation on 30th September 2013 and 31st December 2012:
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Head Office | Sep-13 | Dec-12 | Sep-12 | |
| Parent company | |||||
| Ibersol SGPS, S.A. | Porto | parent | parent | parent | |
| Subsidiary companies | |||||
| Iberusa Hotelaria e Restauração, S.A. Ibersol Restauração, S.A. Ibersande Restauração, S.A. Ibersol Madeira e Açores Restauração, S.A. Ibersol - Hotelaria e Turismo, S.A. Iberking Restauração, S.A. Iberaki Restauração, S.A. Restmon Portugal, Lda Vidisco, S.L. Inverpeninsular, S.L. Ibergourmet Produtos Alimentares, S.A. Ferro & Ferro, Lda. Asurebi SGPS, S.A. Charlotte Develops, SL Firmoven Restauração, S.A. IBR - Sociedade Imobiliária, S.A. Eggon SGPS, S.A. Anatir SGPS, S.A. Lurca, SA Q.R.M.- Projectos Turísticos, S.A Sugestões e Opções-Actividades Turísticas, S.A RESTOH- Restauração e Catering, S.A Resboavista- Restauração Internacional, Lda José Silva Carvalho Catering, S.A (a) Iberusa Central de Compras para Restauração ACE (b) Vidisco, Pasta Café Union Temporal de Empresas Maestro - Serviços de Gestão Hoteleira, S.A. |
Porto Porto Porto Funchal Porto Porto Porto Porto Vigo - Espanha Vigo - Espanha Porto Porto Porto Madrid-Espanha Porto Porto Porto Porto Madrid-Espanha Porto Porto Porto Porto Porto Porto Vigo - Espanha Porto |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
|
| SEC - Eventos e Catering, S.A. IBERSOL - Angola, S.A. HCI - Imobiliária, S.A. Parque Central Maia - Activ.Hoteleiras, Lda |
Porto Luanda - Angola Luanda - Angola Porto |
100% 100% 100% 100% |
100% 100% 100% 100% |
100% 100% 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.
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the proportional consolidation method according to the group's shareholding in this company.
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 September 2013.
4.2.2. Disposals
The group did not sell any of its subsidiaries in the nine months period ended on 30 September 2013.
In the nine months period ended September 30, 2013 and 2012, given the small size of the operational activity and asset values, the contribution of Angola is reflected in the segment of Portugal.
The results per segment for the nine month period ended 30 September 2013 were as follows:
| 30 September 2013 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 93.260.407 | 30.327.356 | 123.587.763 |
| Merchandise | 1.359.845 | 1.217.901 | 2.577.746 |
| Rendered services | 167.203 | 289.994 | 457.197 |
| Turnover per Segment | 94.787.455 | 31.835.251 | 126.622.706 |
| Operating income | 4.083.781 | 1.448.888 | 5.532.669 |
| Net financing cost | -1.009.122 | -437.378 | -1.446.500 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | 3.074.659 | 1.011.510 | 4.086.169 |
| Income tax | 1.012.293 | 115.493 | 1.127.786 |
| Net profit in the period | 2.062.366 | 896.017 | 2.958.383 |
The results per segment for the nine month period ended 30 September 2012 were as follows:
| 30 September 2012 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 93.134.025 | 31.559.464 | 124.693.489 |
| Merchandise | 647.148 | 1.261.940 | 1.909.088 |
| Rendered services | 141.599 | 342.588 | 484.187 |
| Turnover per Segment | 93.922.772 | 33.163.992 | 127.086.764 |
| Operating income | 3.368.618 | 1.928.383 | 5.297.001 |
| Net financing cost | -1.102.857 | -491.085 | -1.593.942 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | 2.265.761 | 1.437.298 | 3.703.059 |
| Income tax | 686.594 | 296.098 | 982.692 |
| Net profit in the period | 1.579.167 | 1.141.200 | 2.720.367 |
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 2013.
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 74% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 77%.
In the nine months period ended 30 September 2013 and in the year ending on 31 December 2012, the following movements took place in the value of tangible fixed assets, depreciation and accumulated impairment losses:
| Land and buildings |
Equipment | Other tangible fixed Assets |
Tangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 1 January 2012 | |||||
| Cost | 130.836.755 | 68.806.067 | 14.444.010 | 3.129.869 | 217.216.702 |
| Accumulated depreciation | 26.925.340 | 49.658.496 | 11.854.570 | - | 88.438.405 |
| Accumulated impairment | 4.926.037 | 565.318 | 62.515 | - | 5.553.870 |
| Net amount | 98.985.378 | 18.582.253 | 2.526.926 | 3.129.869 | 123.224.427 |
| 31 December 2012 | |||||
| Initial net amount | 98.985.378 | 18.582.253 | 2.526.926 | 3.129.869 | 123.224.427 |
| Changes in consolidat perimeter | - | - | - | - | - |
| Currency conversion | -48.573 | -1.713 | -451 | -69.110 | -119.847 |
| Additions | 4.289.175 | 3.104.416 | 528.766 | 22.253 | 7.944.610 |
| Decreases | 660.269 | 202.417 | 1.769 | 94.661 | 959.117 |
| Transfers | 1.676.906 | 389.885 | 99.584 | -2.630.883 | -464.507 |
| Depreciation in the year | 3.224.853 | 4.235.984 | 987.744 | - | 8.448.581 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | 1.394.342 | - | - | - | 1.394.342 |
| Impairment reversion | -44.110 | - | - | - | -44.110 |
| Final net amount | 99.667.532 | 17.636.440 | 2.165.312 | 357.468 | 119.826.752 |
| 31 December 2012 | |||||
| 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 |
| Land and buildings |
Equipment | Other tangible fixed Assets |
Tangible Assets in progress (1) |
Total | |
| 30 September 2013 | |||||
| Initial net amount | 99.667.532 | 17.636.440 | 2.165.312 | 357.468 | 119.826.752 |
| Changes in consolidat perimeter | - | - | - | - | - |
| Currency conversion | -219.987 | -41.546 | -8.034 | -82 | -269.649 |
| Additions | 2.535.063 | 1.155.993 | 470.259 | 265.231 | 4.426.546 |
| Decreases | 285.696 | 150.030 | 6.518 | 66.137 | 508.381 |
| Transfers | 95.168 | -1.438 | - | -95.168 | -1.438 |
| Depreciation in the year | 2.294.539 | 3.140.490 | 620.623 | - | 6.055.652 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | 48.833 | - | - | - | 48.833 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 99.448.708 | 15.458.929 | 2.000.396 | 461.312 | 117.369.345 |
| 30 September 2013 | |||||
| Cost | 134.282.177 | 69.654.417 | 14.878.799 | 461.312 | 219.276.706 |
| Accumulated depreciation | 30.900.532 | 53.632.855 | 12.815.889 | - | 97.349.275 |
| Accumulated impairment | 3.932.937 | 562.633 | 62.515 | - | 4.558.085 |
| Net amount | 99.448.708 | 15.458.929 | 2.000.396 | 461.312 | 117.369.345 |
(1) changes in the year 2012 are due, mainly, to the two KFC restaurants in Luanda, Angola, opened in 2012.
Bank loans (Note 11) are secured by Ibersol's land and buildings assets with the amount of 383.371 euros (383.371 euros in 2012).
Intangible assets are broken down as follows:
| Sep-13 | Dec-12 | |
|---|---|---|
| Goodwill | 42.498.262 | 42.498.262 |
| Other intangible assets | 15.332.883 | 16.532.724 |
| 57.831.145 | 59.030.986 |
In the nine months period ended 30 September 2013 and in the year ending on 31 December 2012, 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 2012 | |||||
| Cost | 44.895.940 | 19.567.107 | 4.703.952 | 2.284.169 | 71.451.168 |
| Accumulated amortization | - | 5.572.828 | 3.985.780 | - | 9.558.608 |
| Accumulated impairment | 1.861.678 | 720.969 | 70.110 | - | 2.652.757 |
| Net amount | 43.034.262 | 13.273.310 | 648.062 | 2.284.169 | 59.239.803 |
| 31 December 2012 | |||||
| Initial net amount | 43.034.262 | 13.273.310 | 648.062 | 2.284.169 | 59.239.803 |
| Changes in consolidat. perimeter | - | - | - | - | - |
| Additions | - | 1.198.198 | 900.107 | - | 2.098.305 |
| Decreases | 536.000 | 8.258 | 394.333 | -349 | 938.242 |
| Transfers | - | 18.077 | 213.291 | 161.283 | 392.651 |
| Amortization in the year | - | 987.836 | 528.582 | - | 1.516.418 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | 245.113 | - | - | 245.113 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 42.498.262 | 13.248.378 | 838.545 | 2.445.801 | 59.030.987 |
| 31 December 2012 | |||||
| Cost | 44.359.940 | 20.788.413 | 5.394.349 | 2.445.801 | 72.988.503 |
| 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 | 42.498.262 | 13.248.378 | 838.545 | 2.445.801 | 59.030.987 |
| Goodwill | Industrial property |
Other intangible Assets |
Intangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 30 September 2013 | |||||
| Initial net amount | 42.498.262 | 13.248.378 | 838.545 | 2.445.801 | 59.030.987 |
| Changes in consolidat. Perimeter | - | - | - | - | - |
| Currency conversion | - | -33.864 | -81 | -10.112 | -44.057 |
| Additions | - | 168.971 | - | 6.740 | 175.711 |
| Decreases | - | 78.975 | - | - | 78.975 |
| Transfers | - | 1.438 | - | - | 1.438 |
| Amortization in the year | - | 835.680 | 418.277 | - | 1.253.957 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 42.498.262 | 12.470.268 | 420.187 | 2.442.429 | 57.831.147 |
| 30 September 2013 | |||||
| Cost | 44.359.940 | 20.807.358 | 5.378.862 | 2.442.429 | 72.988.589 |
| Accumulated amortization | - | 7.369.440 | 4.888.565 | - | 12.258.005 |
| Accumulated impairment | 1.861.678 | 967.650 | 70.110 | - | 2.899.438 |
| Net amount | 42.498.262 | 12.470.268 | 420.187 | 2.442.429 | 57.831.147 |
(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.
Goodwill is broken down into segments, as shown bellow:
| Sep-13 | Dec-12 | |
|---|---|---|
| Portugal | 9.464.021 | 9.464.021 |
| Spain | 32.903.527 | 32.903.527 |
| Angola | 130.714 | 130.714 |
| 42.498.262 | 42.498.262 |
Goodwill on the Spain segment refers mainly to the purchase of the subsidiaries Lurca and Vidisco.
Income per share in the nine months period ended 30 September 2013 and 2012 was calculated as follows:
| Sep-13 | Sep-12 | |
|---|---|---|
| Profit payable to shareholders | 2.954.180 | 2.671.590 |
| 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) | 0,16 | 0,15 |
| Earnings diluted per share (€ per share) | 0,16 | 0,15 |
| 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 06th May 2013, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2012), which was paid on 05th June 2013 corresponding to a total value of 990.000 euros (990.000 euros in 2012).
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 2013, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Sep-13 | Dec-12 | |
|---|---|---|
| Guarantees given | 117.049 | 119.091 |
| Bank guarantees | 1.707.798 | 2.513.266 |
Bank loans with the amount of 8.333 € (45.833 in 2012) are secured by Ibersol's land and buildings assets.
No investments had been signed on the Balance Sheet date which had not taken place yet.
In the nine months period ended 30 September 2013 and 31 December 2012, under the heading of asset impairment losses were as follows:
| Sep-2013 | ||||||
|---|---|---|---|---|---|---|
| Impairment | ||||||
| Starting | assets | Losses in | Impairment | Closing | ||
| balance | Cancellation | disposals | the Year | reversion | balance | |
| Tangible fixed assets | 5.547.892 | - | -1.038.639 | 48.833 | - | 4.558.086 |
| Consolidation differences | 1.861.678 | - | - | - | - | 1.861.678 |
| Intangible assets | 1.037.760 | - | - | - | - | 1.037.760 |
| Stocks | 74.981 | - | - | - | - | 74.981 |
| Other current assets | 1.073.837 | -28.719 | - | 21.079 | - | 1.066.196 |
| 9.596.148 | -28.719 | -1.038.639 | 69.912 | - | 8.598.701 |
| Sep-2012 | ||||||
|---|---|---|---|---|---|---|
| Starting balance |
Transfers | Impairment assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 5.553.870 | -1.568 | -1.053.624 | - | -5.697 | 4.492.982 |
| Consolidation differences | 1.861.678 | - | - | - | - | 1.861.678 |
| Intangible assets | 791.079 | 1.568 | - | - | - | 792.647 |
| Stocks | 74.981 | - | - | - | - | 74.981 |
| Other current assets | 1.062.787 | - | - | - | -28.565 | 1.034.222 |
| 9.344.395 | - | -1.053.624 | - | -34.262 | 8.256.510 |
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.
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, in Angola, due to the reduced size of the investment, there is no significant exposure to currency exchange risk. Angolan branch loans in the amount of 1.250.000 USD does not provide material exposure to currency exchange rate due to its reduced amount and to the strong correlation between USA dollar and local currency. The remaining loans are in local currency, the same as the revenues.
The group is not greatly exposed to the merchandise price risk.
Since the group does not have remunerated assets earning significant interest, the profit and cash flow from financing 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 20 million euros 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 40% of the loans in which the remuneration covers interest rate changes on the debt.
Based on simulations performed on 30 September 2013, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 79 thousand 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.
On 30th September 2013, current liabilities reached 65 million euros, compared with 42 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 2013 the renewal of the commercial paper programmes. However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.
In the current financial markets pressure, to lower bank loans the company opted to increase financial debt maturity and to maintain a significant share of the short term debt. On September 30, 2013, the use of short term liquidity cash flow support was of 4%. Investments in term deposits of 19 million match 38% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| until September 2014 | from September 2014 to 2024 | |
|---|---|---|
| Bank loans and overdrafts | 10.612.251 | 8.810.486 |
| Commercial paper | 12.000.000 | 17.000.000 |
| Financial leasing | 87.897 | - |
| Suppliers of fixed assets c/ a | 2.098.010 | - |
| Suppliers c/ a | 18.182.684 | - |
| Other creditors | 9.466.319 | 303.802 |
| Total 52.447.161 |
26.114.288 |
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 30 September 2013 the gearing ratio was of 14% and of 19% on 31 December 2012, as shown bellow:
| Sep-13 | Dec-12 | |
|---|---|---|
| Bank loans | 49.134.430 | 54.838.614 |
| Cash and cash equivalents | 29.646.539 | 26.748.790 |
| Net indebtedness | 19.487.891 | 28.089.824 |
| Equity | 118.564.603 | 116.599.331 |
| Total capital | 138.052.494 | 144.689.155 |
| Gearing ratio | 14% | 19% |
Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in 2013 we have a 14% 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 2013 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 13th November 2013.
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