Interim / Quarterly Report • Aug 31, 2011
Interim / 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
The consolidated turnover in the 1st half of 2011 amounted to 93.4 million euros which compares with 101.0 million euros in the same period of 2010.
The European sovereign debt crisis and the austerity plans to rebalance the economy and public finances in Portugal and Spain have conditioned negatively the activity of the first semester.
In this environment, with a strong fall in private consumption, Ibersol decreased turnover of 7.5%.
It should be added that in 2010 several brands of the Group attended the Rock in Rio in Lisbon which contributed with a sales volume of around 1.1 million euros. If we did not consider the effect of this event the decrease in turnover will be of 6.5%.
Sales decreased by 7.3% and the contributions by markets and concepts were as follows:
| SALES | Euro million | % Ch. |
|---|---|---|
| 11/10 | ||
| Pizza Hut | 28,85 | -3,8% |
| Pans/Bocatta | 9,98 | -2,5% |
| KFC | 4,47 | 6,7% |
| Burger King | 10,40 | -5,4% |
| Pasta Caffé (Portugal) | 3,12 | -5,8% |
| O`Kilo | 1,97 | -18,6% |
| Quiosques | 1,24 | -8,8% |
| Cafetarias | 2,70 | -19,6% |
| Flor d`Oliveira | 0,20 | -13,1% |
| Catering (SeO e SCC) | 2,50 | -20,0% |
| Concessions & Other | 3,80 | -4,4% |
| Portugal | 69,22 | -5,4% |
| Pizza Móvil | 6,74 | -9,2% |
| Pasta Caffé (Spain) | 0,74 | -27,5% |
| Burger King Spain | 14,74 | -7,6% |
| Spain | 22,22 | -8,9% |
| Total without RiR 2010 | 91,44 | -6,3% |
| Total Sales of Restaurants | 91,44 | -7,3% |
The very negative behavior of the market in May, sales in shoppings fell more than 10%, reduced the positive calendar effect of the second quarter. Consequently, sales in the second quarter showed a similar reduction as the first quarter.
The sales performance is summarized as follows:
• KFC maintained the growth of the last two years and was the only brand with sales growth.
• Pizza Hut in the second quarter invested in a marketing campaign to launch a new product - Crown Pizza - having recovered sales in that period to a level similar of 2010, reversing the negative trend of the first quarter.
• Pans had been recovering gradually her market share, and the second quarter sales are equal to the sales of same period of 2010.
• Burger King, after several years of great growth, sales had performed near the market evolution and the first semester ended with a decrease of more than 5%.
• The Pasta Caffé performed in line with the malls sales.
• O´Kilo continues to show competitive difficulties and this semester sales dropped like-for-like 15%.
• The concepts operating in concession areas after the start of toll at the ex-SCUTs no longer recovered and accumulated the effect of the general downturn in traffic. The average loss of sales reached 20% , while units in motorways ex-SCUTS decreased more than 30%.
• Particularly affected by the crisis in Portugal the catering business recorded losses in turnover by 20%, reflecting an identical number of events but with cheaper types.
• In Spain delays the reversal of the negative trend. However Pizza Movil in the second quarter slowed the rate of loss, result of more effective promotion.
Continuing the policy of renewal contracts of rents - non-renewal if the conditions are not adjusted to the reality of traffic - five units were closed during the first six months of the year.
On the other hand, considering the market opportunity to the shopping malls opened in 2011 - Forum Sintra and Acqua Portimão - five openings were carried out in Portugal. In Spain for a better area coverage, Pizza Móvil opened one unit.
At the end of the semester the number of units amounted to 427, as is explained in the table below:
| Nº of Stores | 2010 | 2011 | 2011 | |
|---|---|---|---|---|
| 31-Dec | Openings | Closings | 30-Jun | |
| PORTUGAL | 322 | 5 | 4 | 323 |
| Own Stores | 321 | 5 | 4 | 322 |
| Pizza Hut | 99 | 2 | 1 | 100 |
| Okilo | 17 | 1 | 16 | |
| Pans | 60 | 2 | 2 | 60 |
| Burger King | 38 | 38 | ||
| KFC | 17 | 1 | 18 | |
| Pasta Caffé | 17 | 17 | ||
| Quiosques | 11 | 11 | ||
| Flor d`Oliveira | 1 | 1 | ||
| Cafetarias | 35 | 35 | ||
| Catering (SeO,JSCCe Solinca) | 5 | 5 | ||
| Concessions & Other | 21 | 21 | ||
| Franchise Stores | 1 | 1 | ||
| SPAIN | 104 | 1 | 1 | 104 |
| Own Stores | 81 | 1 | 1 | 81 |
| Pizza Móvil | 43 | 1 | 44 | |
| Pasta Caffé | 5 | 1 | 4 | |
| Burger King | 33 | 33 | ||
| Franchise Stores | 23 | 0 | 0 | 23 |
| Pizza Móvil | 23 | 23 | ||
| Pasta Caffé | 0 | 0 | ||
| Total Own stores | 402 | 6 | 5 | 403 |
| Total Franchise stores | 24 | 0 | 0 | 24 |
| TOTAL | 426 | 6 | 5 | 427 |
Consolidated net profit of the first six months reached 3.5 million euro, 36% below when compared with the first half of 2010.
In general, the transfer of sales from eat-in service restaurants to the counters and a more aggressive sales prices policy, led to an increase of cost of sales and gross margin reduced to 77.5% (1H10: 78, 2%). The gross margin has been falling during all the last year and in this quarter had stabilized to the previous quarter.
A lower activity required an improvement on the costs that resulted at the end of the semester:
reduction in personnel costs of 3.9%, which now represent 34.9% of turnover (10 1st half: 33.6%);
Reduction in supplies and services by 8.4%, which now represent 32.8% of turnover, less than 30 bp when compared of same period of 2010, corresponding to a high operational effort to rationalize given the high rigidity of some fixed costs.
The steep decline in sales in the first six months had a strong impact on profitability and EBITDA amounted to EUR 10.2 million, representing a decrease of 25% over the same period of 2010.
The EBITDA margin stood at 10.9% of turnover compared with 13.4% in the first half of 2010, reflecting the inability of the costs adjustments to the new reality of sales. However, there is a positive quarterly trend is that the EBITDA margin of 10.6% in the first quarter rose to 11.2% in the second quarter.
The consolidated EBIT margin dropped to 5.8% of turnover, corresponding to an operating profit of 5.5 million euros.
The consolidated financial results that were negative in 570 thousand EUR – a reduction of around 170,000 euros compared with the value that occurred in the first half of 2010 – and despite the increase in the average cost of funds, which stood at 3.3%, the lower level of loans and the rising rates of cash applications allowed an improved net financial results.
Total Assets amounted to about 230 million and shareholders' equity stood at 112 million euros, representing about 49% of Net Assets.
The cash flow generated from 8.2 million allowed to finance the total CAPEX and reduce debt levels.
The CAPEX to implement the expansion program amounted to EUR 6.5 million. The funds required for the development project in Angola amounted to 430 thousand euros and are recognized in the financial investments.
The net debt decreased by about 4.2 million and in June 30, 2010 amounted to about 28 million.
During the first semester the company not acquired or sold company shares. On 30 June 2011 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.
The crisis in the United States, the issues surrounding sovereign debt of European countries and a slowdown of global economic reinforces the uncertainty about the depth of the recessionary effects on the economy of the countries where we operate.
We forecast a weakening of household consumption, namely in food services expenditures, which should drop, at least, at the same levels in first half.
Consequently, we expected that sales of the Group will evolve poorly as market, with slight gains of market share by the high notoriety of some brands and vulnerability of some competitors face the difficulties of a recessionary market and lower funding available to companies.
We will continue with aggressive pricing to compensate a decrease in margin with volume. On the other hand, we will continue the plan of adjustments costs and the effect of dilution in the 3rd and 4th quarters will allow a partial recovery of margin.
As a result of the postponement of inauguration the new shopping mall in Braga to the next year we expect no more openings for this year.
By the end of the year the refurbishment program has been reduced selectively, keeping the purpose of modernizing some of the most worn units as soon as conditions permit.
In Angola, after obtaining permission to build the first unit, the construction phase started in order to achieve its opening early next year.
Up to 30 June 2011 no significant events have occurred that need to be mentioned.
Porto, 29th August 2010
The Board of Directors,
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero
In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code we hereby declare that as far as is known:
Porto, 29 August 2011
António Carlos Vaz Pinto Sousa Chairman of Board Directors António Alberto Guerra Leal Teixeira Member of Board Directors Juan Carlos Vásquez-Dodero Member of Board Directors
| Shareholders | nº shares | % share capital |
|---|---|---|
| ATPSII - SGPS, S.A. (*) | ||
| ATPS-SGPS, SA | 786.432 | 3,93% |
| I.E.S.-Indústria, Engenharia e Serviços, SGPS,S.A. | 9.998.000 | 49,99% |
| António Alberto Guerra Leal Teixeira | 1.400 | 0,01% |
| António Carlos Vaz Pinto Sousa | 1.400 | 0,01% |
| Total attributable | 10.787.232 | 53,94% |
| Banco BPI, S.A. | ||
| Fundo Pensões Banco BPI | 400.000 | 2,00% |
| Total attributable | 400.000 | 2,00% |
| Kabouter Management LLC | ||
| Kabouter Fund II | 390.000 | 1,95% |
| Talon International | 32.000 | 0,16% |
| Total attributable | 422.000 | 2,11% |
| Bestinver Gestion | ||
| BESTINVER BOLSA, F.I. | 971.535 | 4,86% |
| BESTINFOND F.I. | 906.958 | 4,53% |
| BESTINVER GLOBAL, FP | 243.760 | 1,22% |
| BESTINVER MIXTO, F.I. | 158.191 | 0,79% |
| SOIXA SICAV | 171.763 | 0,86% |
| BESTINVER AHORRO, F.P. | 137.598 | 0,69% |
| BESTINVER BESTVALUE SICAV | 151.271 | 0,76% |
| TEXRENTA INVERSIONES SICAV | 46.915 | 0,23% |
| BESTINVER VALUE INVESTOR SICAV | 41.347 | 0,21% |
| DIVALSA DE INVERSIONES SICAV, SA | 7.618 | 0,04% |
| BESTINVER EMPLEO FP | 5.344 | 0,03% |
| LINKER INVERSIONES, SICAV, SA | 4.571 | 0,02% |
| SUMEQUE CAPITAL,SIVAC | 2.228 | 0,01% |
| Total attributable | 2.849.099 | 14,25% |
| The Goldman Sachs Group, Inc | ||
| Directamente | 21.285 | 0,11% |
| Goldman,, Sachs &Co | 402.000 | 2,01% |
| Total attributable | 423.285 | 2,12% |
| Norges Bank | ||
| Directamente | 887.114 | 4,44% |
| FMR LLC | ||
| Fidelity Managemment & Research Company | 400.000 | 2,00% |
(*) company held by the Board Directors António Pinto de Sousa and Alberto Teixeira, 50% each
| shares av pr shares av pr António Alberto Guerra Leal Teixeira ATPS II- S.G.P.S., SA (1) ATPS- S.G.P.S., SA (2) Ibersol SGPS, SA António Carlos Vaz Pinto Sousa ATPS II- S.G.P.S., SA (1) ATPS- S.G.P.S., SA (2) Ibersol SGPS, SA Date Acquisictions Sales shares av pr shares av pr (1) ATPS II- S.G.P.S ., SA ATPS- S.G.P.S., SA (2) Date Acquisictions Sales av pr shares av pr (2) ATPS- S.G.P.S ., SA shares |
30.06.2011 3.384.000 2.836 1.400 |
|---|---|
| 3.384.000 | |
| 2.836 | |
| 1.400 | |
| Balance at | |
| 30.06.2010 | |
| 5.680 | |
| Balance at | |
| 30.06.2010 | |
| Ibersol SGPS, SA | |
| I.E.S.- Indústria Engenharia e Seviços, SA (3) | 786.432 |
| 2.455.000 | |
| (3) I.E.S.- Indústria Engenharia e Seviços, SGPS, SA |
|
| Ibersol SGPS, SA |
No transactions were reported by persons discharging managerial responsabilies and people closely connected with them during the first half of 2011.
30th June 2011
| ASSETS | Notes | 30-06-2011 | 30-06-2010 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 122.892.227 | 121.039.747 |
| Consolidation differences | 8 | 42.903.548 | 42.903.548 |
| Intangible assets | 8 | 17.321.199 | 17.636.188 |
| Deferred tax assets | 1.003.952 | 606.486 | |
| Financial assets available for sale | 1.434.954 | 1.004.417 | |
| Other non-current assets | 1.770.429 | 1.740.203 | |
| Total non-current assets | 187.326.309 | 184.930.589 | |
| Current | |||
| Stocks | 3.630.107 | 4.169.134 | |
| Cash and cash equivalents | 30.307.632 | 29.361.466 | |
| Other current assets | 8.990.618 | 13.756.416 | |
| Total current assets | 42.928.357 | 47.287.016 | |
| Total Assets | 230.254.666 | 232.217.605 | |
| 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 | |
| Consolidation differences | 156.296 | 156.296 | |
| Reserves and retained results | 95.504.812 | 81.878.302 | |
| Net profit in the year | 3.437.635 | 14.616.510 | |
| 107.919.099 | 105.471.464 | ||
| Non-controlled interest | 3.925.258 | 3.861.147 | |
| Total Equity | 111.844.357 | 109.332.611 | |
| LIABILITIES | |||
| Non-current | |||
| Loans | 25.614.951 | 45.420.024 | |
| Deferred tax liabilities | 11.092.279 | 10.647.703 | |
| Provisions for other risks and charges | 33.257 | 33.257 | |
| Other non-current liabilities | 933.555 | 1.385.600 | |
| Total non-current liabilities | 37.674.042 | 57.486.584 | |
| Current Loans |
30.957.589 | 13.473.940 | |
| Accounts payable to suppl. and accrued costs | 31.667.269 | 31.373.517 | |
| Other current liabilities | 18.111.408 | 20.550.953 | |
| Total current liabilities | 80.736.266 | 65.398.410 | |
| Total Liabilities | 118.410.309 | 122.884.994 | |
| Total Equity and Liabilities | 230.254.666 | 232.217.605 |
The Board of Directors,
| Notes | 30-06-2011 | 30-06-2010 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 93.030.809 | 100.393.180 |
| Rendered services | 5 | 406.047 | 648.723 * |
| Other operating income | 1.550.224 | 2.380.157 * | |
| Total operating income | 94.987.080 | 103.422.060 | |
| Operating Costs | |||
| Cost of sales | 20.932.010 | 21.835.944 | |
| External supplies and services | 30.681.222 | 33.487.824 | |
| Personnel costs | 32.643.541 | 33.976.160 | |
| Amortisation, depreciation and impairment losses | 7 e 8 | 4.744.618 | 5.124.449 |
| Other operating costs | 530.495 | 611.315 | |
| Total operating costs | 89.531.886 | 95.035.692 | |
| Operating Income | 5.455.194 | 8.386.368 | |
| Net financing cost | -570.221 | -739.675 | |
| Pre-tax income | 4.884.973 | 7.646.693 | |
| Income tax | 1.383.227 | 2.156.339 | |
| Afther-tax income | 3.501.746 | 5.490.354 | |
| Consolidated profit for the period | 3.501.746 | 5.490.354 | |
| Other income | - | - | |
| Total income | - | - | |
| TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD | 3.501.746 | 5.490.354 | |
| Profit attributable to: | |||
| Shareholders | 3.437.635 | 5.447.095 | |
| Non-controlled interest | 64.111 | 43.259 | |
| Total compreehensive income atrrribuable to: | |||
| Shareholders | 3.437.635 | 5.447.095 | |
| Non-controlled interest | 64.111 | 43.259 | |
| Earnings per share | |||
| Basic | 9 | 0,19 | 0,30 |
| Diluted | 0,19 | 0,30 |
The Board of Directors,
* 266.154 euros Rendered Services were recognised as Other Operating Income.
2011 2010 Operating Income Sales 47.485.814 51.326.986 * Rendered services 206.285 400.834 * Other operating income 781.803 1.317.565 Total operating income 48.473.902 53.045.385 Operating Costs Cost of sales 10.651.033 11.124.573 External supplies and services 15.792.057 17.846.975 Personnel costs 16.483.843 17.183.017 Amortisation, depreciation and impairment losses 2.347.282 2.591.401 Other operating costs 212.010 397.715 Total operating costs 45.486.225 49.143.681 Operating Income 2.987.677 3.901.704 Net financing cost -219.409 -362.967 Pre-tax income 2.768.268 3.538.737 Income tax 777.400 999.006 Afther-tax income 1.990.868 2.539.731 Consolidated profit for the period 1.990.868 2.539.731 Other income - - Total income - - TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD 1.990.868 2.539.731 Profit attributable to: Shareholders 1.943.506 2.520.798 Non-controlled interest 47.362 18.933 Total compreehensive income atrrribuable to: Shareholders 1.943.506 2.520.798 Non-controlled interest 47.362 18.933 Earnings per share Basic 0,11 0,14 Diluted 0,11 0,14 2nd TRIMESTER
The Board of Directors,
* 132.659 euros Rendered Services were recognised as Other Operating Income.
| Att riv ble sha reh old uta to ers |
|||||||
|---|---|---|---|---|---|---|---|
| Sh Ca ital are p |
Ow n Sh are s |
Res . & erv Ret ain ed Res ults |
Net Pro fit |
Tot al |
No n lled tro con inte t res |
Tot al Eq uity |
|
| Ba lan 1 J 20 10 ce on anu ary |
20. 000 .00 0 |
11. 179 .64 4 - |
68. 411 .95 6 |
14. 612 .63 8 |
91. 844 .95 0 |
3.4 77. 604 |
95. 322 .55 4 |
| Net lida ted inc e in the six nth riod ded 30 co nso om mo pe en on Jun e 2 010 |
5.4 47. 095 |
5.4 47. 095 |
43. 259 |
5.4 90. 354 |
|||
| Tot al c sol ida ted inc on om e |
- | - | - | 5.4 47. 095 |
5.4 47. 095 |
43. 259 |
5.4 90. 354 |
| 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 09: p co nso pro rom |
|||||||
| T sfe and ain ed ults r to ret ran res erv es res |
13. 622 .63 8 |
13. 622 .63 8 - |
- | - | |||
| 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 |
- | - | |||||
| - | - | 13. 622 .63 8 |
14. 612 .63 8 - |
990 .00 0 - |
- | -99 0.0 00 |
|
| Ba lan 30 Jun e 2 010 ce on |
20. 000 .00 0 |
11. 179 .64 4 - |
82. 034 .59 8 |
5.4 47. 095 |
96. 302 .04 5 |
3.5 20. 863 |
99. 822 .90 8 |
| Ba lan 1 J 20 11 ce on anu ary |
20. 000 .00 0 |
11. 179 .64 4 - |
82. 034 .59 8 |
14. 616 .51 0 |
105 .47 1.4 64 |
3.8 61. 147 |
109 .33 2.6 11 |
| Net lida ted inc e in the six nth riod ded 30 co nso om mo pe en on |
|||||||
| Jun e 2 011 |
3.4 37. 635 |
3.4 37. 635 |
64. 111 |
3.5 01. 746 |
|||
| Tot al c sol ida ted inc on om e |
- | - | - | 3.4 37. 635 |
3.4 37. 635 |
64. 111 |
3.5 01. 746 |
| 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 10: p co nso pro rom |
|||||||
| T sfe and ain ed ults r to ret ran res erv es res |
13. 626 .51 0 |
13. 626 .51 0 - |
- | - | |||
| 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 |
- | - | |||||
| - | - | 13. 626 .51 0 |
14. 616 .51 0 - |
990 .00 0 - |
- | -99 0.0 00 |
|
| Ba lan 30 Jun e 2 011 ce on |
20. 000 .00 0 |
11. 179 .64 4 - |
95. 661 .10 8 |
3.4 37. 635 |
107 .91 9.0 99 |
3.9 25. 258 |
111 .84 4.3 57 |
The Board of Directors,
(value in euros)
| Six month period ending on June 30 |
|||
|---|---|---|---|
| 2011 | 2010 | ||
| Cash Flows from Operating Activities | |||
| Flows from operating activities (1) | 11.853.159 | 6.398.662 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Financial investments | 0 | 0 | |
| Tangible assets | 5.893 | 109.748 | |
| Intangible assets | 0 | 0 | |
| Investment benefits | 0 | 0 | |
| Interest received | 545.966 | 101.215 | |
| Dividends received Other |
|||
| Payments for: | |||
| Financial Investments | 430.537 | 512.635 | |
| Tangible assets | 5.580.958 | 5.265.072 | |
| Intangible assests | 300.551 | 647.582 | |
| Other | |||
| Flows from investment activities (2) | -5.760.187 | -6.214.326 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 9.103.898 | 10.860.841 | |
| Financial leasing contracts | |||
| Sale of own shares | |||
| Other | |||
| Payments for: | |||
| Loans obtained | 11.673.943 | 4.904.202 | |
| Amortisation of financial leasing contracts | 882.738 | 1.099.918 | |
| Interest and similar costs | 952.645 | 825.643 | |
| Dividends paid | 990.000 | 1.140.000 | |
| Capital reductions and supplementary entries | |||
| Acquisition of own shares | |||
| Other | |||
| Flows from financing activities (3) | -5.395.428 | 2.891.078 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | 697.544 | 3.075.414 | |
| Effect of exchange rate differences | |||
| Cash & cash equivalents at the start of the period | 29.239.847 | 13.817.861 | |
| Cash & cash equivalents at end of the period | 29.937.391 | 16.893.275 |
The Board of Directors,
(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 427 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, Sol, Sugestões e Opções, José Silva Carvalho, Catering and Solinca Eventos e Catering. The group has 403 units which it operates and 24 units under a franchise contract. Of this universe, 104 are headquartered in Spain, of which 81 are own establishments and 23 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 June 2011, mainly with the international standard n.º 34 –Interim Financial Report.
The accounting policies applied on 30 June 2011 are identical to those applied for preparing the financial statements of 31 December and of 30 June 2010.
There where no substantially differences between accounting estimates and judgments applied on 31 December 2010 and the accounting values considered in the six months period ended on the 30 June 2011.
In February 2011, subsidiary Ibersol Angola, S.A., totally owned by the Group, acquired 99,89% of HCI – Imobiliária, S.A. by the amount of \$145.000.
Subsidiaries Ibersol Angola, S.A. and HCI – Imobiliária, S.A. are excluded from Ibersol's group consolidation accounts for reasons of immateriality and the timing to obtain information according consolidated rules. On June 30, 2011 balances and transactions with these two companies are as follows:
| Ibersol Angola | HCI | |
|---|---|---|
| Investment | 360.050 | - |
| Loans | 548.720 | - |
| Other transactions | - | 96.198 |
| 908.770 | 96.198 |
The group did not sell any of its subsidiaries in the six months period ended on 30 June 2011.
The results per segment for the six months period ended on 30 June 2011 are as follows:
| 30 June 2011 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 69.202.930 | 22.233.189 | 91.436.119 |
| Merchandise | 585.159 | 1.009.531 | 1.594.690 |
| Rendered services | 142.215 | 263.832 | 406.047 |
| Turnover por Segment | 69.930.304 | 23.506.552 | 93.436.856 |
| Operating income | 3.755.971 | 1.699.223 | 5.455.194 |
| Net financing cost | -319.232 | -250.989 | -570.221 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | 3.436.739 | 1.448.234 | 4.884.973 |
| Income tax | 1.096.952 | 286.275 | 1.383.227 |
| Net profit in the year | 2.339.787 | 1.161.959 | 3.501.746 |
The results per segment for the six months period ended on 30 June 2010 were as follows:
| 30 June 2010 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 74.284.426 | 24.396.769 | 98.681.195 |
| Merchandise | 662.705 | 1.049.280 | 1.711.985 |
| Rendered services | 380.479 | 268.244 | 648.723 |
| Turnover por Segment | 75.327.610 | 25.714.293 | 101.041.903 |
| Operating income | 6.128.615 | 2.257.753 | 8.386.368 |
| Net financing cost | -411.427 | -328.248 | -739.675 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | 5.717.188 | 1.929.505 | 7.646.693 |
| Income tax | 1.603.357 | 552.982 | 2.156.339 |
| Net profit in the year | 4.113.831 | 1.376.523 | 5.490.354 |
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 six months period ended 30 June 2011.
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 second half of the year. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the six first months of the year, sales are about 48% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 39%.
In the six months period ended 30 June 2011 and in the year ending on 31 December 2010, the following movements took place in the value of tangible fixed assets, and in the respective amortisation and accumulated impairment losses:
| Land and buildings |
Equipment | Tools and utensils |
Other tang. Assets |
Fix. Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 1 January 2010 | ||||||
| Cost | 120.925.169 | 66.957.564 | 4.207.359 | 8.878.487 | 50.949 | 201.019.529 |
| Accumulated depreciation | 22.982.300 | 43.762.363 | 3.528.788 | 6.476.541 | - | 76.749.993 |
| Accumulated impairment | 3.322.621 | 764.242 | 16.153 | 46.132 | - | 4.149.149 |
| Net amount | 94.620.248 | 22.430.959 | 662.418 | 2.355.814 | 50.949 | 120.120.387 |
| 31 December 2010 | ||||||
| Initial net amount | 94.620.248 | 22.430.959 | 662.418 | 2.355.814 | 50.949 | 120.120.387 |
| Changes in consolidat perimeter | 5.861 | 189.262 | - | 327.672 | - | 522.795 |
| Additions | 6.686.630 | 2.815.302 | - | 1.001.105 | 73.221 | 10.576.258 |
| Decreases | 684.048 | 432.723 | - | 4.193 | 1.500 | 1.122.463 |
| Transfers | 144.720 | 83.065 | -662.418 | 669.466 | -36.092 | 198.740 |
| Depreciation in the year | 2.702.366 | 4.542.834 | - | 1.263.164 | - | 8.508.364 |
| Deprec. by changes in the perim. | - | - | - | - | - | - |
| Impairment in the year | 747.612 | - | - | - | - | 747.612 |
| Final net amount | 97.323.433 | 20.543.030 | 0 | 3.086.700 | 86.578 | 121.039.741 |
| 31 December 2010 | ||||||
| Cost | 125.377.979 | 68.148.991 | - | 14.244.146 | 86.578 | 207.857.695 |
| Accumulated depreciation | 24.550.849 | 46.881.834 | - | 11.111.499 | - | 82.544.182 |
| Accumulated impairment | 3.503.698 | 724.127 | - | 45.947 | - | 4.273.772 |
| Net amount | 97.323.433 | 20.543.030 | - | 3.086.700 | 86.578 | 121.039.741 |
| Land and buildings |
Equipment | Tools and utensils |
Other tang. Assets |
Fix. Assets in progress |
Total | |
| 30 June 2011 | ||||||
| Initial net amount Changes in consolidat perimeter |
97.323.433 - |
20.543.030 - |
- - |
3.086.700 - |
86.578 - |
121.039.741 - |
| Net amount | 100.067.596 | 19.847.556 | - | 2.794.482 | 182.593 | 122.892.228 |
|---|---|---|---|---|---|---|
| Accumulated impairment | 3.213.216 | 564.996 | - | 86.168 | - | 3.864.380 |
| Accumulated depreciation | 25.999.066 | 48.996.260 | - | 11.573.094 | - | 86.568.420 |
| Cost | 129.279.878 | 69.408.812 | - | 14.453.744 | 182.593 | 213.325.028 |
| 30 June 2011 | ||||||
| Final net amount | 100.067.596 | 19.847.556 | - | 2.794.482 | 182.593 | 122.892.228 |
| Impairment reversion | -140.927 | - | - | - | - | -140.927 |
| Deprec. by changes in the perim. | - | - | - | - | - | - |
| Depreciation in the year | 1.442.280 | 2.166.825 | - | 586.055 | - | 4.195.160 |
| Transfers | - | 33.542 | - | 336 | -38.539 | -4.661 |
| Decreases | 90.627 | 68.631 | - | 1.243 | 17.869 | 178.370 |
| Additions | 4.136.144 | 1.506.440 | - | 294.744 | 152.423 | 6.089.751 |
Intangible assets are broken down as follows:
| Jun-11 | Dec-10 | |
|---|---|---|
| Consolidation difference | 42.903.548 | 42.903.548 |
| Other intangible assets | 17.321.199 | 17.636.188 |
| 60.224.747 | 60.539.736 |
In the six months period ended 30 June 2011 and in the year ending on 31 December 2010, the movement in the value of intangible fixed assets and in the respective amortisation and accumulated impairment losses were as follows:
| Consolidat. differences |
Leasehold conveyance |
Brands and Licences |
Develop. Expenses |
Industrial property |
Fix. assets in progress |
Total | |
|---|---|---|---|---|---|---|---|
| 1 January 2010 | |||||||
| Cost | 44.216.181 | 1.433.631 | 22.623.705 | 880.663 | 19.122.970 | 2.655.616 | 90.932.767 |
| Accumulated amortisation | - | 590.926 | 21.774.811 | 717.795 | 4.448.851 | - | 27.532.384 |
| Accumulated impairment | 1.846.600 | 0 | 149.073 | - | 208.442 | - | 2.204.115 |
| Net amount | 42.369.581 | 842.705 | 699.821 | 162.868 | 14.465.677 | 2.655.616 | 61.196.268 |
| 31 December 2010 | |||||||
| Initial net amount | 42.369.581 | 842.705 | 699.821 | 162.868 | 14.465.677 | 2.655.616 | 61.196.268 |
| Changes in consolidat. Perimeter | 549.045 | - | - | - | 160 | - | 549.205 |
| Additions | - | - | 385.048 | - | 301.704 | 37.153 | 723.905 |
| Decreases | - | 15.400 | 118.328 | 108.655 | -106.450 | - | 135.933 |
| Transfers | - | - | -4.988 | -52.686 | 452.637 | -418.796 | -23.833 |
| Depreciation in the year | - | 149.309 | 578.794 | 1.522 | 1.025.170 | - | 1.754.795 |
| Deprec. by changes in the perim. | - | - | - | - | - | - | - |
| Impairment in the year | 15.078 | - | - | - | - | - | 15.078 |
| Final net amount | 42.903.548 | 677.996 | 382.759 | 5 | 14.301.458 | 2.273.973 | 60.539.739 |
| 31 December 2010 | |||||||
| Cost | 44.765.226 | 1.337.271 | 3.136.625 | 130.360 | 19.141.360 | 2.273.973 | 70.784.816 |
| Accumulated amortisation | - | 659.275 | 2.604.793 | 130.355 | 4.631.460 | - | 8.025.884 |
| Accumulated impairment | 1.861.678 | 0 | 149.073 | - | 208.442 | - | 2.219.193 |
| Net amount | 42.903.548 | 677.996 | 382.759 | 5 | 14.301.458 | 2.273.973 | 60.539.739 |
| Consolidat. differences |
Leasehold conveyance |
Brands and Licences |
Develop. Expenses |
Industrial property |
Fix. assets in progress (1) |
Total | |
| 30 June 2011 | |||||||
| Initial net amount | 42.903.548 | 677.996 | 382.759 | 5 | 14.301.458 | 2.273.973 | 60.539.739 |
| Changes in consolidat. Perimeter | - | - | - | - | - | - | - |
| Additions | - | - | - | 20.000 | 316.584 | 38.583 | 375.167 |
| Decreases | - | - | 867 | - | -761 | - | 106 |
| Transfers | - | - | - | - | 336 | - | 336 |
| Depreciation in the year | - | 43.374 | 214.838 | 1.000 | 487.395 | - | 746.607 |
| Deprec. by changes in the perim. | - | - | - | - | - | - | - |
| Impairment reversion | - | - | -7.290 | - | -48.930 | - | -56.221 |
| Final net amount | 42.903.548 | 634.622 | 174.345 | 19.005 | 14.180.674 | 2.312.556 | 60.224.750 |
| 30 June 2011 | |||||||
| Cost | 44.765.226 | 1.337.271 | 3.191.124 | 149.865 | 19.459.565 | 2.312.556 | 71.215.608 |
| Accumulated amortisation | - | 702.649 | 2.946.670 | 130.860 | 5.269.508 | - | 9.049.688 |
| Accumulated impairment | 1.861.678 | - | 70.109 | - | 9.383 | - | 1.941.170 |
| Net amount | 42.903.548 | 634.622 | 174.345 | 19.005 | 14.180.674 | 2.312.556 | 60.224.750 |
(1) the balance of the fixed assets items in progress 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 awaiting for platforms delivery.
The table below summarises the consolidation differences broken down into segments:
| Jun-11 | Dec-10 | |
|---|---|---|
| Portugal | 10.000.021 | 10.000.021 |
| Spain | 32.903.527 | 32.903.527 |
| 42.903.548 | 42.903.548 |
On 30 June 2011 on the Spain segment the consolidation differences refer mainly to the purchase of the subsidiaries Lurca and Vidisco.
Income per share in the six months period ended 30 June 2011 and 2010 was calculated as follows:
| Jun-11 | Jun-10 | |
|---|---|---|
| Profit payable to shareholders | 3.437.635 | 5.447.095 |
| 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) | 0,19 | 0,30 |
| Earnings diluted per share (€ per share) | 0,19 | 0,30 |
| 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 11 April 2011, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2010), which was paid on 11th May 2011 corresponding to a total value of 990.000 euros (990.000 euros in 2010).
The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations. No significant liabilities are expected to arise from the said contingent liabilities.
On 30 June 2011, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Jun-11 | Dec-10 | |
|---|---|---|
| Guarantees given | 87.061 | 129.872 |
| Bank guarantees | 4.032.716 | 4.093.880 |
Bank loans with the amount of 590.485 € (712.096 in 2010) 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 six months period ended 30 June 2011, the movement in the value of current assets and in the respective accumulated impairment losses were as follows:
| Starting balance |
Cancellation | Reclassification | Impairment reversion |
Closing balance |
|
|---|---|---|---|---|---|
| Tangible fixed assets | 4.273.772 | - | -268.465 (1) | 140.927 | 3.864.380 |
| Consolidation differences | 1.861.678 | - | - | - | 1.861.678 |
| Intangible assets | 357.515 | - | -221.802 (1) | 56.221 | 79.493 |
| Stocks | 74.981 | - | - | - | 74.981 |
| Other current assets | 678.030 | 64.450 | 279.284 (2) | - | 892.864 |
| 7.245.975 | 64.450 | -210.983 | 197.148 | 6.773.395 |
(1) decreases of impaired assets, as well as reclassifications against depreciation of their assets.
(2) in the first half of the year 2011, a correction was made to the customer accounts and associated impairments of 2010.
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.
The currency exchange risk is very low, since the group operates only in the Iberian market. Bank loans are in euros and all sales and rendered services are performed in Portugal and Spain. Moreover, purchases outside the Euro zone are of irrelevant proportions. Although the Group hold investments outside the euro-zone in external operations, in Angola, there is no exposure to currency exchange risk due to the reduced size of the investment.
ii) Price risk
The group is not 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 stems from its liabilities, in particular from 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.
In recent years the group has taken into account the possibility of hedging the risk of interest rate variations only in a small part of their funding. The Group has a Swap operation over 1,9 millions of euros in Spain. Consequently, the remaining remunerated debt bears interest at a variable rate. On the other hand, the Group has holdings that cover about 1/3 of the loans whose remuneration in net terms dampens the debt interest rate changes.
Based on simulations performed on 30 June 2011, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of EUR 171 thousand.
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 the short-term bank loans payable on the date of renewal and that the contract commercial paper programmes expire on the dates of denunciation.
At the end of the first half of year 2011, current liabilities reached 81 million euros, compared with 43 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 option of considering the maturity date as the renewal date for the subscribed commercial paper programmes, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected that in the year 2011 the Group will renew the maturity date of the subscribed commercial paper programmes
Due to the current situation of financial markets pressure for the reduction of credit granted by the banks, the Group chose to negotiate and maintain a significant part of the short-term credit lines. On 30 June 2011, the use of shortterm credit lines was of 2%. The applications in term deposits of EUR 23 million correspond to 39% of passive remunerated.
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 June 2011 the gearing ratio was of 20% and of 23% on 31 December 2010.
There were no subsequent events as of 30 June 2011 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 29th August 2011.
1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários") we present the limited review report on the consolidated financial information for the period of six months ended 30 June 2011 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated statement of financial position (which shows total assets of Euros 230.254.666 and total shareholder's equity of Euros 111.844.357, which includes Non-Controlling Interests of 3.925.258 euros and a net profit of Euros 3.437.635), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended and the corresponding notes to the accounts.
2 The amounts included in the financial statements, as well other additional information, are derived from accounting registers.
3 It is the responsibility of the Company's Management: (a) to prepare consolidated financial statements which present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations the changes in consolidated equity and the consolidated cash-flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, in particular the International Accounting Standard nº 34 – Interim Financial Information, and which is complete, true, timely, clear, objective and lawful as required by the Portuguese Securities Market Code; (c) to adopt appropriate accounting policies and criteria; (d) to maintain adequate systems of internal control; and (e) to disclose any relevant fact that has influenced the activity, financial position or results of the company and its subsidiaries.
4 Our responsibility is to verify the consolidated financial information presented in the financial statements referred to above, namely as to whether it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report on this information based on our review.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077
5 We conducted our limited review in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, which require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial statements are free of material misstatement. Our limited review consisted, principally, in inquiries and analytical procedures designed to evaluate: (i) the faithfulness of the assertions in the financial information; (ii) the adequacy and consistency of the accounting principles adopted, taking into account the circumstances; (iii) the applicability, or not, of the going concern basis; (iv) the overall presentation of the financial statements; and (v) verification of the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.
6 Our review also covered the verification that the information included in the consolidated Management Report is consistent with the information contained in the consolidated financial statements.
7 We believe that our review provides a reasonable basis for our limited review report.
8 Based in our limited review, which was performed in order to provide a moderate level of assurance, nothing has come to our attention that cause us to conclude that the consolidated financial statements of the period of six months ended 30 June 2011 contain material errors that affect their conformity with the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nr. 34 – Interim Financial Information, and the information there included is not complete, true, timely, clear, objective and lawful.
9 Based in our limited review, nothing has come to our attention that cause us to conclude that the information included in the Consolidated Management Report is not in accordance with the information contained in the consolidated financial statements.
29 August 2011
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
Hermínio António Paulos Afonso, R.O.C.
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