Interim / Quarterly Report • Sep 2, 2013
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 2013 amounted to EUR 80.4 million which compares with EUR 81.6 million in the same period of 2012.
The private consumption is still falling and Ibersol decreased turnover of 1.6%, with a greater impact at Portugal.
The slowdown in the declining consumption of food services in the last two months and a stable operation in Angola allowed a recovery of the turnover of the Group in the second quarter which reached the same level of the second quarter of 2012.
In the first half, sales of the Group amounted EUR 78.4 million a decrease of 2.0%. Sales without activity in Angola would have decreased by 6.1%.
Sales by markets and concepts were as follows:
| SALES | Euro million | % Ch. | |
|---|---|---|---|
| 13/12 | |||
| Pizza Hut | 21,96 | -7,9% | |
| Pans/Bocatta | 7,08 | -12,4% | |
| KFC | 3,94 | -5,2% | |
| Burger King | 9,48 | 1,7% | |
| Pasta Caffé (Portugal) | 2,23 | -6,5% | |
| O`Kilo+MIIT | 1,23 | -12,6% | |
| Quiosques | 1,02 | -1,2% | |
| Cafetarias | 1,69 | -13,3% | |
| Flor d`Oliveira | 0,12 | -15,9% | |
| Catering (SeO e SCC) | 2,59 | 11,8% | |
| Concessions & Other | 3,11 | -17,6% | |
| Portugal | 54,46 | -6,8% | |
| Pizza Móvil | 6,13 | -7,7% | |
| Pasta Caffé (Spain) | 0,30 | -37,5% | |
| Burger King Spain | 14,20 | -1,8% | |
| Spain | 20,62 | -4,4% | |
| Angola | 3,30 | ||
| Total without Angola | 75,08 | -6,1% | |
| Total Sales Group | 78,38 | -2,0% |
The sales performance is summarized as follows:
In ANGOLA the sales amounted to 3.3 million euros, which lies close to our expectations.
During the semester, we closed six units in Portugal by the decision not to renew their contracts with shopping malls. In Spain, one Pasta Caffé was closed and we transfered an own store Pizza Móvil to a franchise.
At the end of the semester the number of units amounted to 374, as is explained in the table below:
| Nº of Stores | 2012 | 2013 | 2013 | ||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closings | 30-Jun | |
| PORTUGAL | 308 | 0 | 6 | 302 | |
| Own Stores | 307 | 0 | 6 | 301 | |
| Pizza Hut | 95 | 1 | 94 | ||
| Okilo | 11 | 2 | 9 | ||
| Pans | 57 | 1 | 56 | ||
| Burger King | 38 | 38 | |||
| 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 | 1 | 92 | |
| Own Stores | 73 | 0 | 1 | 71 | |
| Pizza Móvil | 39 | -1 | 38 | ||
| Pasta Caffé | 2 | 1 | 1 | ||
| Burger King | 32 | 32 | |||
| Franchise Stores | 19 | 1 | 1 | 21 | |
| ANGOLA | 2 | 2 | |||
| KFC | 2 | 2 | |||
| Total Own stores | 382 | 0 | 0 | 7 | 374 |
| Total Franchise stores | 20 | 1 | 1 | 0 | 22 |
| TOTAL | 402 | 1 | 1 | 7 | 396 |
Consolidated net profit of the first six months reached 691 thousand euro, 16.5% below when compared with the first half of 2012.
The reduction in consolidated net profit by EUR 137 thousands is largely due to the lower activity registered in Portugal.
The gross margin amounted to 76.3% of turnover and is similar than the same period of 2012 (1H12: 76.4%). However, considering the "other operating income", substantially reduced by the effect of some income of suppliers had been transferred to reductions in purchase prices, the gross profit reduced 0.6%.
The adjustment of the costs to a lower activity mitigated significantly the impact in the results. The adjustment effort is reflected in the evolution of the main factors:
Personnel costs: reduction by 4.5%, higher than the reduction in sales, now representing 33.6% of turnover (1H12: 34.6%). The efficient management of brigades and the reduction of the cost/h on some brands were crucial in adjusting this cost;
Supplies & services: reduction of 0.6%, which now represents 34.8% of turnover, over 30 bp that in the same period of 2012. The majority of items have evolved according to the turnover. However, rising energy prices and higher maintenance costs prevented a better adjustment in all the supplies&services.
The drop in sales in the Iberian Peninsula had a negative impact on profitability almost annulled by the positive contribution of Angola. Consolidated EBITDA decreased by EUR 90 thousand and reached to EUR 6.7 million, or 1.3% less than in first half of 2012.
The EBITDA margin stood at 8.3% of turnover compared with a similar value in the first half of 2012.
The consolidated EBIT margin dropped to 2.2% of turnover, corresponding to an operating profit of EUR 1.8 million.
The net financing costs reached EUR 757 thousand – a decrease of 20 thousand euro over the first half of 2012. The average cost of funds, which stood at 4.7%, remained at the same level of the first semester of 2012. The reduction in the net financing costs due mainly to the reduction in the level of debt compared to that seen in the first half of 2012 and despite the increase in the loans in Angola with higher rates.
Total Assets amounted to about EUR220 million and shareholders' equity stood at EUR116 million, representing about 53% of Net 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 million euros over that recorded at year end.
The Capex amounted to 1.8 million euros, mainly assigned to the refurbishment of units, including 1.3 million in Burger King in Spain.
Net debt reached to 24.8 million euros, under the amount at 31 March 2013 and about 3.3 million lower than the year end.
The cash flow from operations amounted to EUR 7.8 million has financed all the investments and debt payment.
During the first semester the company not acquired or sold company shares. On 30 June 2013 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 economic climate has been characterized by high uncertainty affecting especially the peripheral countries of the eurozone.
Due to the uncertainty of the context the main risk for the 2nd half is a worsening political and economic crisis in any country of the Iberian Peninsula due to the strong impact on the consumer market and consequently on the Group's sales.
Even though still in an environment recessive, signals of the second quarter suggest an improvement in the market.
The minus signs recessive at Q2 should remain at least during the summer We anticipate a less pessimistic scenario by the end of the year, provided there is no worsening of the context that interrupting the trajectory indicted.
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.
The expansion program in the present markets is prepared to achieve the opening of 3 units of Burger King. We maintain the goal of remodeling at least 10 more units during the second half.
In Angola, we are still in the process of negotiation and licensing of two units being possible to open one of them by the end of the year.
Up to 30 June 2013 no significant events have occurred that need to be mentioned.
Porto, 29th August 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 we hereby declare that as far as is known:
Porto, 29 August 2013
António Carlos Vaz Pinto Sousa Member of Board Directors Juan Carlos Vásquez-Dodero Member of Board Directors
António Alberto Guerra Leal Teixeira Chairman 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% |
| Regard - SGPS, SA | 99.927 | 0,50% |
| António Alberto Guerra Leal Teixeira | 1.400 | 0,01% |
| António Carlos Vaz Pinto Sousa | 1.400 | 0,01% |
| Total attributable | 10.887.159 | 54,44% |
| Banco BPI, S.A. | ||
| Fundo Pensões Banco BPI | 400.000 | 2,00% |
| Total attributable | 400.000 | 2,00% |
| Avelino da Mota Gaspar Francisco | 401.000 | 2,01% |
| Santander Asset Management SGFIM, SA | ||
| Fundo Santander Acções Portugal | 410.272 | 2,05% |
| Fundo Santander PPA | 30.839 | 0,15% |
| Total attributable | 441.111 | 2,21% |
| Bestinver Gestion | ||
| BESTINVER BOLSA, F.I. | 927021 | 4,64% |
| BESTINFOND F.I.M. | 899032 | 4,50% |
| BESTINVER GLOBAL, FP | 262510 | 1,31% |
| BESTVALUE F.I | 253745 | 1,27% |
| SOIXA SICAV | 171763 | 0,86% |
| BESTINVER MIXTO, F.I.M. | 130061 | 0,65% |
| BESTINVER AHORRO, F.P. | 137598 | 0,69% |
| BESTINVER SICAV-BESTINFUND | 89885 | 0,45% |
| BESTINVER SICAV-IBERIAN | 104966 | 0,52% |
| DIVALSA DE INVERSIONES SICAV, SA | 5771 | 0,03% |
| BESTINVER EMPLEO FP | 6414 | 0,03% |
| LINKER INVERSIONES, SICAV, SA | 4571 | 0,02% |
| BESTINVER EMPLEO II, F.P. | 370 | 0,00% |
| Total attributable | 2.993.707 | 14,97% |
| Norges Bank | ||
| Directly | 764.825 | 3,82% |
| 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
| Date | Acquisictions | Sales | ||||
|---|---|---|---|---|---|---|
| shares | av pr | shares | av pr | 30.06.2013 | ||
| António Alberto Guerra Leal Teixeira | ||||||
| ATPS II- S.G.P.S., SA (1) |
3.384.000 | |||||
| Ibersol SGPS, SA | 1.400 | |||||
| António Carlos Vaz Pinto Sousa | ||||||
| ATPS II- S.G.P.S., SA (1) |
3.384.000 | |||||
| Ibersol SGPS, SA | 1.400 | |||||
| (1) ATPS II- S.G.P.S ., SA |
||||||
| ATPS- S.G.P.S., SA (2) |
5.680 | |||||
| (2) ATPS- S.G.P.S ., SA |
||||||
| Ibersol SGPS, SA | 786.432 | |||||
| I.E.S.- Indústria Engenharia e Seviços, SA (3) | 2.455.000 | |||||
| Regard -SGPS, SA (4) | 146.815.181 | |||||
| (3) I.E.S.- Indústria Engenharia e Seviços, SGPS, SA |
||||||
| Ibersol SGPS, SA | 9.998.000 | |||||
| (4) Regard- SGPS, SA |
Transactions made by persons discharging managerial responsabilities
No transactions were reported by persons discharging managerial responsabilities and people closely connected with them during the first half of 2013.
30th June 2013
| ASSETS | Notes | 30-06-2013 | 31-12-2012 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 117.306.403 | 119.826.752 |
| Goodwill | 8 | 42.498.262 | 42.498.262 |
| Intangible assets | 8 | 15.843.236 | 16.532.724 |
| Deferred tax assets | 1.025.066 | 935.834 | |
| Financial assets available for sale | 926.600 | 926.600 | |
| Other non-current assets | 1.570.597 | 1.604.632 | |
| Total non-current assets | 179.170.164 | 182.324.804 | |
| Current | |||
| Stocks | 3.641.583 | 3.519.788 | |
| Cash and cash equivalents | 26.974.567 | 26.748.790 | |
| Other current assets | 10.089.001 | 11.389.131 | |
| Total current assets | 40.705.151 | 41.657.709 | |
| Total Assets | 219.875.315 | 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 | 101.954.240 | 100.428.555 | |
| Net profit in the year | 712.797 | 2.513.579 | |
| 111.643.689 | 111.918.786 | ||
| Non-controlling interest | 4.658.384 | 4.680.545 | |
| Total Equity | 116.302.073 | 116.599.331 | |
| LIABILITIES | |||
| Non-current | |||
| Loans | 28.712.892 | 36.983.045 | |
| Deferred tax liabilities | 10.376.996 | 10.287.213 | |
| Provisions | 33.257 | 33.257 | |
| Other non-current liabilities | 311.014 | 325.188 | |
| Total non-current liabilities | 39.434.160 | 47.628.703 | |
| Current | |||
| Loans | 23.091.359 | 17.855.569 | |
| Accounts payable to suppl. and accrued costs Other current liabilities |
28.501.191 12.546.532 |
30.609.428 11.289.482 |
|
| Total current liabilities | 64.139.082 | 59.754.479 | |
| Total Liabilities | 103.573.242 | 107.383.182 | |
| Total Equity and Liabilities | 219.875.315 | 223.982.513 |
| Notes | 30-06-2013 | 30-06-2012 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 80.056.280 | 81.299.502 |
| Rendered services | 5 | 304.306 | 326.868 |
| Other operating income | 930.388 | 1.456.910 | |
| Total operating income | 81.290.974 | 83.083.280 | |
| Operating Costs | |||
| Cost of sales | 19.067.222 | 19.263.101 | |
| External supplies and services | 27.932.651 | 28.143.186 | |
| Personnel costs | 26.969.378 | 28.250.619 | |
| Amortisation, depreciation and impairment losses | 7 e 8 | 4.900.961 | 4.856.362 |
| Other operating costs | 630.194 | 644.243 | |
| Total operating costs | 79.500.406 | 81.157.511 | |
| Operating Income | 1.790.568 | 1.925.769 | |
| Net financing cost | -757.350 | -776.680 | |
| Profit before tax | 1.033.218 | 1.149.089 | |
| Income tax expense | 342.582 | 321.769 | |
| Profit for the year from continuing operations | 690.636 | 827.320 | |
| Net profit | 690.636 | 827.320 | |
| TOTAL COMPREHENSIVE INCOME | 690.636 | 827.320 | |
| Net profit from continuing operations attributable to: | |||
| Owners of the parent | 712.797 | 800.861 | |
| Non-controlling interest | -22.161 | 26.459 | |
| 690.636 | 827.320 | ||
| Net profit attributable to: | |||
| Owners of the parent | 712.797 | 800.861 | |
| Non-controlling interest | -22.161 | 26.459 | |
| Total comprehensive income attributable to: | 690.636 | 827.320 | |
| Owners of the parent | 712.797 | 800.861 | |
| Non-controlling interest | -22.161 | 26.459 | |
| 690.636 | 827.320 | ||
| Earnings per share: | 9 | ||
| From continuing operations: | |||
| Basic | 0,04 | 0,04 | |
| Diluted | 0,04 | 0,04 |
| 2nd TRIMESTER | ||||
|---|---|---|---|---|
| (unaudited) | ||||
| Notes | 2013 | 2012 | ||
| Operating Income | ||||
| Sales | 5 | 40.668.093 | 40.789.905 | |
| Rendered services | 5 | 159.872 | 150.398 | |
| Other operating income | 602.581 | 684.836 | ||
| Total operating income | 41.430.546 | 41.625.139 | ||
| Operating Costs | ||||
| Cost of sales | 9.708.216 | 9.722.993 | ||
| External supplies and services | 14.248.021 | 14.035.246 | ||
| Personnel costs | 13.468.472 | 14.183.827 | ||
| Amortisation, depreciation and impairment losses | 7 e 8 | 2.434.458 | 2.415.053 | |
| Other operating costs | 342.096 | 322.575 | ||
| Total operating costs | 40.201.263 | 40.679.694 | ||
| Operating Income | 1.229.283 | 945.445 | ||
| Net financing cost | -413.413 | -210.699 | ||
| Profit before tax | 815.870 | 734.746 | ||
| Income tax expense | 252.851 | 185.859 | ||
| Profit for the year from continuing operations | 563.019 | 548.887 | ||
| Net profit | 563.019 | 548.887 | ||
| TOTAL COMPREHENSIVE INCOME | 563.019 | 548.887 | ||
| Net profit from continuing operations attributable to: | ||||
| Owners of the parent | 579.009 | 530.094 | ||
| Non-controlling interest | -15.990 | 18.792 | ||
| 563.019 | 548.887 | |||
| Net profit attributable to: Owners of the parent |
579.009 | 530.094 | ||
| Non-controlling interest | -15.990 | 18.792 | ||
| 563.019 | 548.887 | |||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 579.009 | 530.094 | ||
| Non-controlling interest | -15.990 | 18.792 | ||
| Earnings per share: | 9 | 563.019 | 548.887 | |
| From continuing operations: | ||||
| Basic | 0,03 | 0,03 | ||
| Diluted | 0,03 | 0,03 | ||
for the six months period ended 30th June, 2013 and 2012
(value in euros)
| Att rivu tab le t har eho lde o s rs |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Not e |
Sha re C ital ap |
Ow n Sha res |
Co rsio nve n Res erv es |
Leg al Res erv es |
Oth er Res & erv es 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 Equ ity |
|
| Bal n 1 Ja 201 2 anc e o nua ry Ch in t he iod es : |
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 |
|
| ang per App lica tion of the lida ted fit f 20 11: co nso pro rom |
||||||||||
| T sfe r to and ret ain ed ults 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 six nth riod co nso om mo pe end ed 30 Jun e 2 012 on |
-4.0 89 |
800 .86 1 |
-4.0 89 800 .86 1 |
26. 459 |
4.0 89 - 827 .32 0 |
|||||
| Tot al c han in the riod ges pe |
- | - | -4.0 89 |
- | 5.1 31. 829 |
4.3 34. 277 - |
793 .46 3 |
26. 459 |
819 .92 2 |
|
| Oth hen siv e in er c om pre com e |
800 .86 1 |
800 .86 1 |
26. 459 |
827 .32 0 |
||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner 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 uisi tion / (s ale ) o f ow har n s es |
- | - | - | - | - | -99 0.0 00 |
- 990 .00 0 - |
- | - -99 0.0 00 |
|
| Bal n 3 0 J 20 12 anc e o une |
20. 000 .00 0 |
11. 179 .64 4 - |
5.4 92 |
4.0 00. 001 |
96. 571 .96 8 |
800 .86 1 |
110 .19 8.6 78 |
4.4 76. 450 |
114 .67 5.1 27 |
|
| 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 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 |
2.1 06 |
2.1 06 |
2.1 06 |
|||||||
| Net lida ted inc e in the six nth riod co nso om mo pe end ed Jun 30 e 2 013 on |
712 .79 7 |
712 .79 7 |
22. 161 |
690 .63 6 |
||||||
| Tot al c han in the riod ges pe |
- | - | 2.1 06 |
- | 1.5 23. 579 |
810 .78 2 - |
714 .90 3 |
- 22. 161 - |
692 .74 2 |
|
| Oth hen siv e in er c om pre com e |
712 .79 7 |
712 .79 7 |
22. 161 - |
690 .63 6 |
||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
||||||||||
| 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 uisi tion / (s ale ) o f ow har n s es |
- | - | ||||||||
| - | - | - | - | - | -99 0.0 00 |
990 .00 0 - |
- | -99 0.0 00 |
||
| Bal n 3 0 J 20 13 anc e o une |
20. 000 .00 0 |
11. 179 .64 4 - |
5.3 74 |
4.0 00. 001 |
98. 105 .16 1 |
712 .79 7 |
111 .64 3.6 89 |
4.6 58. 384 |
116 .30 2.0 73 |
(value in euros)
| Six months period ending on June 30 |
|||
|---|---|---|---|
| Note | 2013 | 2012 | |
| Cash Flows from Operating Activities | |||
| Flows from operating activities (1) | 7.811.977 | 4.764.089 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Financial investments | |||
| Tangible fixed assets | 28.906 | 38.727 | |
| Intangible assets | |||
| Investment benefits | |||
| Interest received | 625.400 | 582.603 | |
| Dividends received | |||
| Other | |||
| Payments for: | |||
| Financial Investments | 0 | 200.000 | |
| Tangible fixed assets | 2.348.050 | 5.712.847 | |
| Intangible assests | 385.912 | 195.227 | |
| Other | |||
| Flows from investment activities (2) | -2.079.656 | -5.486.744 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 2.500.000 | 5.362.530 | |
| Sale of own shares | |||
| Other | |||
| Payments for: | |||
| Loans obtained | 4.830.106 | 5.731.803 | |
| Amortisation of financial leasing contracts | 156.936 | 429.005 | |
| Interest and similar costs | 1.472.745 | 1.455.667 | |
| Dividends paid | 990.000 | 990.000 | |
| Capital reductions and supplementary entries | |||
| Acquisition of own shares | |||
| Other | |||
| Flows from financing activities (3) | -4.949.787 | -3.243.945 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) Perimeter changes effect |
782.534 | -3.966.600 | |
| Exchange rate differences effect | 5 | ||
| Cash & cash equivalents at the start of the period | 25.914.024 | 28.481.438 | |
| Cash & cash equivalents at end of the period | 26.696.558 | 24.514.833 | |
(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 374 units which it operates and 22 units under a franchise contract. Of this universe, 92 are headquartered in Spain and 2 in Angola, of which 73 are own establishments and 21 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 2013, mainly with the international standard n.º 34 –Interim Financial Report.
The accounting policies applied on 30 June 2013 are identical to those applied for preparing the financial statements of 30 June 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 six months period ended on the 30 June 2013.
4.1. The following group companies were included in the consolidation on 30th June 2013 and 31st December 2012:
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Head Office | Dec-12 | Jun-12 | ||
| 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% | |
| Parque Central Maia - Activ.Hoteleiras, Lda | Porto | 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 six months period ended on 30 June 2013.
4.2.2. Disposals
The group did not sell any of its subsidiaries in the six months period ended on 30 June 2013.
In the six months period ended June 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 six month period ended 30 June 2013 were as follows:
| 30 June 2013 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 57.768.072 | 20.614.636 | 78.382.708 |
| Merchandise | 849.950 | 823.622 | 1.673.572 |
| Rendered services | 106.411 | 197.895 | 304.306 |
| Turnover per Segment | 58.724.433 | 21.636.153 | 80.360.586 |
| Operating income | 474.734 | 1.315.834 | 1.790.568 |
| Net financing cost | -477.154 | -280.196 | -757.350 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | -2.420 | 1.035.638 | 1.033.218 |
| Income tax | 162.741 | 179.841 | 342.582 |
| Net profit in the period | -165.161 | 855.797 | 690.636 |
The results per segment for the six month period ended 30 June 2012 were as follows:
| 30 June 2012 | Portugal | Spain | Group |
|---|---|---|---|
| Restaurants | 58.384.820 | 21.592.374 | 79.977.194 |
| Merchandise | 470.161 | 852.147 | 1.322.308 |
| Rendered services | 87.786 | 239.082 | 326.868 |
| Turnover per Segment | 58.942.767 | 22.683.603 | 81.626.370 |
| Operating income | 450.679 | 1.475.090 | 1.925.769 |
| Net financing cost | -433.981 | -342.699 | -776.680 |
| Share in the profit by associated companies | - | - | - |
| Pre-tax income | 16.698 | 1.132.391 | 1.149.089 |
| Income tax | 94.998 | 226.771 | 321.769 |
| Net profit in the period | -78.300 | 905.620 | 827.320 |
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 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 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 increased activity and the dilution of fixed costs effect, operating income is about 32%.
In the six months period ended 30 June 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 | Other tangible | Tangible Assets | |||
|---|---|---|---|---|---|
| buildings | Equipment | fixed 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 June 2013 | |||||
| Initial net amount | 99.667.532 | 17.636.440 | 2.165.312 | 357.468 | 119.826.752 |
| Changes in consolidat perimeter | - | - | - | - | - |
| Currency conversion | 17.317 | 3.269 | 633 | 6 | 21.225 |
| Additions | 708.532 | 666.036 | 240.356 | 67.161 | 1.682.085 |
| Decreases | 57.906 | 102.580 | 4.787 | - | 165.273 |
| Transfers | - | -1.438 | - | - | -1.438 |
| Depreciation in the year | 1.518.548 | 2.117.421 | 420.981 | - | 4.056.950 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion Final net amount |
- 98.816.927 |
- 16.084.306 |
- 1.980.533 |
- 424.635 |
- 117.306.401 |
| 30 June 2013 | |||||
| Cost | 133.287.951 | 69.705.448 | 14.756.961 | 424.635 | 218.174.996 |
| Accumulated depreciation | 30.296.766 | 53.058.509 | 12.713.914 | - | 96.069.188 |
| Accumulated impairment | 4.174.259 | 562.633 | 62.515 | - | 4.799.407 |
| Net amount | 98.816.927 | 16.084.306 | 1.980.533 | 424.635 | 117.306.401 |
(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:
| Jun-13 | Dec-12 | |
|---|---|---|
| Goodwill | 42.498.262 | 42.498.262 |
| Other intangible assets | 15.843.236 | 16.532.724 |
| 58.341.498 | 59.030.986 |
In the six months period ended 30 June 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 June 2013 | |||||
| Initial net amount | 42.498.262 | 13.248.378 | 838.545 | 2.445.801 | 59.030.987 |
| Changes in consolidat. Perimeter | - | - | - | - | - |
| Currency conversion | - | 2.666 | 6 | 796 | 3.468 |
| Additions | - | 111.959 | - | 49.390 | 161.349 |
| Decreases | - | 10.203 | - | - | 10.203 |
| Transfers | - | 1.438 | - | - | 1.438 |
| Amortization in the year | - | 563.146 | 282.395 | - | 845.541 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 42.498.262 | 12.791.092 | 556.156 | 2.495.987 | 58.341.498 |
| 30 June 2013 | |||||
| Cost | 44.359.940 | 20.896.339 | 5.379.086 | 2.495.987 | 73.131.352 |
| Accumulated amortization | - | 7.137.597 | 4.752.820 | - | 11.890.417 |
| Accumulated impairment | 1.861.678 | 967.650 | 70.110 | - | 2.899.438 |
| Net amount | 42.498.262 | 12.791.092 | 556.156 | 2.495.987 | 58.341.498 |
(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:
| Jun-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 six months period ended 30 June 2013 and 2012 was calculated as follows:
| Jun-13 | Jun-12 | |
|---|---|---|
| Profit payable to shareholders | 712.797 | 800.861 |
| 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) | 0,04 | 0,04 |
| Earnings diluted per share (€ per share) | 0,04 | 0,04 |
| 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 June 2013, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Jun-13 | Dec-12 | |
|---|---|---|
| Guarantees given | 118.726 | 119.091 |
| Bank guarantees | 1.860.798 | 2.513.266 |
Bank loans with the amount of 20.833 € (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 six months period ended 30 June 2013 and 31 December 2012, under the heading of asset impairment losses were as follows:
| Jun-2013 | ||||||
|---|---|---|---|---|---|---|
| Starting balance |
Transfers | Impairment assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 5.547.892 | - | -748.485 | - | - | 4.799.407 |
| 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 | - | - | - | - | 1.073.837 |
| 9.596.148 | - | -748.485 | - | - | 8.847.663 |
| Jun-2012 | ||||||
|---|---|---|---|---|---|---|
| Impairment | ||||||
| Starting balance |
Transfers | assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
|
| Tangible fixed assets | 5.553.870 | -1.568 | -921.650 | - | - | 4.630.653 |
| 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 | - | -921.650 | - | -28.565 | 8.394.180 |
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 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 1.562.500 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 35% of the loans in which the remuneration covers interest rate changes on the debt.
Based on simulations performed on 30 June 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 58.000 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.
On 30th June 2013, current liabilities reached 64 million euros, compared with 41 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 June 30, 2013, the use of short term liquidity cash flow support was of 7%. Investments in term deposits of 18 million match 35% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| until June 2014 | from June 2014 to 2024 | ||
|---|---|---|---|
| Bank loans and overdrafts | 10.979.007 | 9.206.951 | |
| Commercial paper | 12.000.000 | 19.000.000 | |
| Financial leasing | 112.352 | 8.412 | |
| Suppliers of fixed assets c/ a | 2.765.831 | - | |
| Suppliers c/ a | 16.286.700 | - | |
| Other creditors | 7.848.247 | 311.014 | |
| Total | 49.992.137 | 28.526.378 |
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 2013 the gearing ratio was of 18% and of 19% on 31 December 2012, as shown bellow:
| Jun-13 | Dec-12 | |
|---|---|---|
| Bank loans | 51.804.251 | 54.838.614 |
| Cash and cash equivalents | 26.974.567 | 26.748.790 |
| Net indebtedness | 24.829.684 | 28.089.824 |
| Equity | 116.302.073 | 116.599.331 |
| Total capital | 141.131.757 | 144.689.155 |
| Gearing ratio | 18% | 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 18% 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 June 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 29th August 2013.
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 2013 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated statement of financial position (which shows total assets of Euros 219.875.315 and total shareholder's equity of Euros 116.302.073, which includes Non-Controlling Interests of 4.658.384 euros and a net profit of Euros 712.797), 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.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077
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. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
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 2013 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 2013
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
Hermínio António Paulos Afonso, R.O.C.
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