Quarterly Report • Jun 3, 2019
Quarterly Report
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Publicly Listed Company
Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Commercial Registry: Oporto under number 501669477 Share Capital Euros 36.000.000 Fiscal number: 501669477
Consolidated Turnover of Increase of 102.8 million euros crease 2.5% over 1 st quarter of 2018
As a result of applying the new accounting standard on leases (IFRS16) since 1st of January 2019, the group decided to adopt for the modified retrospective method in the consolidated accounts, according to which there is no restatement of historical data.
For better comparability and once there are no changes in the way Ibersol evaluates the operating performance of its business, the below analysis does not consider the application of IFRS16. The significant impact of this accounting standard on our financial statements, especially in the shortest activity quarters, is presented in a specific section of this report.
Consolidated turnover in the first quarter of 102.8 million euros, compared to 100.3 million euros in the first quarter of 2018.
| Turnover | Q1 2019 | |||
|---|---|---|---|---|
| euro million | % Ch. 19/18 | |||
| Sales of Restaurants | 98,9 | 0.4% | ||
| Sales of Merchandise | 3,0 | 675.5% | ||
| Services Rendered | 0,8 | $-40.9%$ | ||
| Net Sales & Services | 102.8 | 2.5% |
The positive evolution of the demand in the Iberian, coupled with the effects of the openings at the end of 2018, contributed to the maintenance of restaurant sales during this period and to minimize three relevant negative impacts on the Group's activity:
| SALES IN RESTAURANTS | Q1 2019 | ||
|---|---|---|---|
| euro million | % Ch. 19/18 | ||
| Restaurants | 24,0 | $-2.0%$ | |
| Counters | 51,3 | 8.7% | |
| Concessions&Catering | 23,6 | $-11,9%$ | |
| Total Sales | 98.9 | 0.4% |
At the segment level, the restaurant segment most penalized by the calendar transfer effect from Easter to April, registered a sales decrease of 2.0% in the first quarter, especially at Spain operations.
In the counters segment, even including activity in Angola, this segment achieved a 8.7% growth sales, as a result of the performance of Burger King and KFC brands, that have been registering successive market share gains and growth rates influenced by a higher number of units operating.
The "Concessions and Catering" segment sales decreased compared to the same period of the previous year, due to the changes in the perimeter caused by the closure and opening of restaurants in 4 concessions (Barcelona, Málaga, Gran Canaria and Alicante). Eliminating this effect, the growth of the segment would be 6%.
During the first quarter the conversion of 6 new restaurants (4 at Barcelona and 2 at Málaga), was completed for the definitive concepts.
During the quarter, we closed 3 restaurants in Spain one of which franchisee.
Following the strategy of expansion in new concessions, we opened two new units in a provisional concept at Alicante airport at the end of March. In addition, the opening of a BK equity restaurant in Portugal and a franchised restaurant in Spain of Pans.
At the end of the quarter, the total number of restaurants was 642 (517 equity and 125 franchises), as shown below:
| Nº of Restaurants | 2018 | 2019 | |||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closures | 31-Mar | |
| PORTUGAL | 332 | 1 | $\overline{0}$ | 333 | |
| Equity Restaurants | 331 | 1 | $\bf{0}$ | 332 | |
| Pizza Hut | 95 | 95 | |||
| Okilo+MIIT+Ribs | $\overline{4}$ | $\overline{4}$ | |||
| Pans+Roulotte | 46 | 46 | |||
| Burger King | 87 | 1 | 88 | ||
| KFC | 27 | 27 | |||
| Pasta Caffé | $\overline{7}$ | $\overline{7}$ | |||
| Quiosques | 8 | 8 | |||
| Coffee Shops | 27 | 27 | |||
| Catering | $\overline{7}$ | $\overline{7}$ | |||
| Concessions & Other | 23 | 23 | |||
| Franchise Restaurants | $\blacksquare$ | 1 | |||
| SPAIN | 292 | $\overline{3}$ | $\overline{3}$ | 292 | |
| Equity Restaurants | 175 | $\overline{2}$ | $\overline{2}$ | 175 | |
| Pizza Móvil | 28 | $\overline{2}$ | 26 | ||
| Pizza Hut | 5 | 5 | |||
| Burger King | 35 | 35 | |||
| Pans | 35 | 35 | |||
| Ribs | 10 | 10 | |||
| FrescCo | 3 | 3 | |||
| Concessions | 59 | $\overline{2}$ | 61 | ||
| Franchise Restaurants | 117 | 1 | 1 | 117 | |
| Pizza Móvil | 15 | 15 | |||
| Pans | 52 | 1 | 53 | ||
| Ribs | 27 | 27 | |||
| FrescCo | $\overline{7}$ | $\overline{7}$ | |||
| SantaMaria | 16 | 1 | 15 | ||
| ANGOLA | 10 | 10 | |||
| KFC | 9 | 9 | |||
| Pizza Hut | $\overline{1}$ | 1 | |||
| Other Locations - Franchise | $\overline{t}$ | $\mathbf{0}$ | $\mathbf{0}$ | $\overline{1}$ | |
| Pans Italy | $\overline{7}$ | $\overline{7}$ | |||
| Total Equity Restaurants | 516 | 3 | $\bf{0}$ | $\overline{2}$ | 517 |
| Total Franchise Restaurants | 125 | 1 | $\bf{0}$ | 1 | 125 |
| TO TAL | 641 | 4 | 0 | $\overline{3}$ | 642 |
The consolidated net income (without IFRS16) of 1Q amounted to Eur 2.0 million euros compared to 3.5 million euros, in the same period of 2018, which represents a decrease of 42.7%.
| (Million euros) | Q1 19 Excl./IFRS16 |
Q1 18 |
|---|---|---|
| Operating income | ||
| Sales | 101.9 | 98.8 |
| Rendered services | 0.8 | 1,4 |
| Other operating income | 1,8 | 2,1 |
| Total operating income | 104,6 | 102,4 |
| Custos Operacionais | ||
| Cost of sales | 24.9 | 22,8 |
| External supplies and services | 34,7 | 33,7 |
| Personnel costs | 34.3 | 33.3 |
| Amortisation, depreciation and impairment losses | 6,2 | 6.3 |
| Other operating costs | 1,3 | 1,5 |
| Total operating costs | 101,4 | 97,6 |
| Operating Income | 3,2 | 4,8 |
| EBITDA | 9.5 | 11.1 |
| Net financing cost | 1,1 | 0.8 |
| Gains (losses) in joint controlled subsidiaries - Equity method | 0,1 | 0,0 |
| Gain (loss) on the net monetary position | 0,4 | 0,6 |
| Profit before tax | 2,6 | 4,5 |
| Income tax expense | 0,6 | 1,0 |
| Net profit | 2,0 | 3,5 |
Gross margin was 75.8% of turnover, 1.5p.p lower than the previous year (1Q18: 77.2%). This reduction results from a higher weight of merchandise sales with reduced margins. Without this effect the gross margin would be 77.3%, the same level of the previous year.
In terms of the remaining cost structure, it should be noted that there has been some pressure to increase it, resulting in slight increases in the weight of personal costs and external supplies and services.
Including the effect of the increase in the minimum wage, Staff costs increased 3.2%, slightly higher than the 2.5% activity increase, representing 33.4% of the turnover (1Q18: 33.2%).
External Supplies and services (without IFRS16): increase of 2.9%, representing 33.7% of turnover, which represents an increase of 0.1p.p than in 1Q 2018.
Other operating income decreased 12.7%, due to the transfer of the merchandise margin sales from this item to the gross margin, since the second quarter of 2018.
Other operating costs decreased 0.3 million, mainly due to the high exchange differences registered in the Angolan subsidiary at the 1Q18.
Therefore EBITDA (without IFRS16) amounted to 9.5 million euros, a decrease of 14.5% over 1Q18. Activity in Spain was deeply affected by the reduction of share at Barcelona Airport and the opening period of definitive new concessions with an important impact on Ebitda.
Consolidated EBITDA margin (without IFRS16) stood at 9.2% of turnover which compares with 11.1% in the same period of the previous year.
Consolidated EBIT margin (without IFRS16) was 3.2% of turnover compared to 4.8% in the 1Q18.
Consolidated Financial Results (without IFRS16) were negative by 1.1 million euros, around 0.3 million euros higher than 1Q18.
Average cost of loans, which stood at 2.6%, slightly higher than 1Q18, due to the greater weight of the debt in Angola in the local currency.
Total Assets (without IFRS16) amounted to 437 million euros and Equity (without IFRS16) stood at 205 million euros, representing 47% of assets.
CAPEX reached 6.9 million euros. About 5.0 million corresponds to the investment incurred in to complete the expansion plan and the remaining for the refurbishment and modernization of some restaurants.
Net debt at 31th March 2019 amounted to 85.5 million euros, 10.9 milion euros higher than at the end of 2018.
In Portugal, sales growth is expected to stabilize in line with the last quarter, while growth in Spain will be more moderate.
In Spain, we expect to complete all the restaurants won in 2018 at the Barcelona, Gran Canaria, Malaga and Alicante airports, with the definitive concepts.
In Angola it is estimated that the decline in consumption will continue, with the inherent drop in transactions. The inability to increase prices at the pace of devaluation, will also lead to a decline in the profitability of our operations.
As far as expansion is concerned, we will try to remain the openings pace of the last years in Portugal, and in Spain selective openings of Pans and Ribs.
During the next quarter, negotiations will be concluded with the main of home delivery operators, for distribution of our products in Portugal and Spain.
Porto, 31 May 2019
______________________________ António Carlos Vaz Pinto de Sousa
______________________________ António Alberto Guerra Leal Teixeira
______________________________ Juan Carlos Vázquez-Dodero
The applying of the new standard on leases - IFRS16 - from 1st January 2019, has a relevant impact on the results for the first quarter of the year.
Taking in consider that the Group's operation is carried out mainly in leased restaurants, under lease or concession agreements with maturities over 12 months, is recognized the value of Assets ("Right of Use") and Liabilities ("Lease Liability") in the Balance Sheet and consequent amortization and financial expenses in the Income Statement.
From the application of IFRS16, on 31 March, EBITDA amounted to EUR 20.5 million (EUR 9.5 million without IFRS 16) and a Net Result of EUR -2.0 million (EUR 2.0 million excluding IFRS16).
| (Million euros) | Q1 19 IFRS 16 |
Q1 19 Excl./IFRS16 |
Q1 18 |
|---|---|---|---|
| Operating income | |||
| Sales | 101,9 | 101,9 | 98,8 |
| Rendered services | 0.8 | 0.8 | 1.4 |
| Other operating income | 1.8 | 1.8 | 2,1 |
| Total operating income | 104,6 | 104,6 | 102,4 |
| Custos Operacionais | |||
| Cost of sales | 24,9 | 24,9 | 22,8 |
| External supplies and services | 23,6 | 34,7 | 33,7 |
| Personnel costs | 34,3 | 34,3 | 33,3 |
| Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA |
18,7 | 6.2 | 6,3 |
| Other operating costs | 1.3 | 1,3 | 1,5 |
| Total operating costs | 102,8 | 101,4 | 97.6 |
| Operating Income | 1,8 | 3,2 | 4,8 |
| EBITDA | 20,5 | 9,5 | 11,1 |
| Net financing cost | 4,9 | 1,1 | 0,8 |
| Gains (losses) in joint controlled subsidiaries - Equity method | 0.1 | 0.1 | 0,0 |
| Gain (loss) on the net monetary position | 0,4 | 0,4 | 0.6 |
| Profit before tax | $-2,6$ | 2,6 | 4,5 |
| Income tax expense | $-0.7$ | 0,6 | 1,0 |
| Net profit | $-2,0$ | 2,0 | 3,5 |
With the new standard, the variability of rents according to turnover is largely replaced by the registration of fixed costs, whereby the impact on Profit before taxes is much higher in periods of lower activity, such as the first quarter. This impact will be attenuated in quarters with higher sales and with the normal sales seasonality, it is estimated that in the total next 3 quarters the impact will be the same as in the first one.
In addition, the annual effect on the 2019 results is amplified by the fact that most of the concession contracts in Spanish airports are in initial stages, with terms that are lower than the average of the Group's lease contracts.
On 31 March, the new IFRS16 standard implies the recognition of the Right of Use (RoU) in the Asset and the corresponding Lease Liability, with a total impact of 321 million euros.
| Balance Sheet (million euros) | 31-03-2019 | 31-03-2019 Excl./IFRS16 |
31-12-2018 |
|---|---|---|---|
| Non-current | |||
| Net Fixed Assets | 195,9 | 201,6 | 201,3 |
| Rights of Use (RoU) | 327.6 | 0,0 | |
| Total non-current assets | 681,7 | 359,9 | 359,6 |
| Current | |||
| Other current assets | 24,7 | 25,7 | 27,6 |
| Total current assets | 76,7 | 77,7 | 84,6 |
| Total Assets | 758,4 | 437,5 | 444,2 |
| EQUITY AND LIABILITIES EQUITY |
|||
| Net profit in the year | $-2,0$ | 2,0 | 25,0 |
| Total Equity | 201,1 | 205,1 | 203,2 |
| Non-current | |||
| Loans | 75,0 | 78,8 | 79.2 |
| Liability for rentals | 294,5 | ||
| Deferred tax | 9,4 | 10,5 | 10,6 |
| Total non-current liabilities | 382,4 | 92,9 | 93,3 |
| Current | |||
| Liability for rentals | 37,8 | ||
| Accounts payable to suppliers and accrued costs | 61,7 | 64,0 | 81,4 |
| Total current liabilities | 174,9 | 139.5 | 147,8 |
| Total Liabilities | 557,3 | 232,4 | 241,1 |
| Total Equity and Liabilities | 758,4 | 437,5 | 444.2 |
31st March 2019
| Non-current Tangible fixed assets 8 195 877 315 201 310 291 Rights of use - 3.1 e 9 327 572 644 Goodwill 9 90 846 327 90 846 327 Intangible assets 9 35 885 614 36 146 157 Financial investments - joint controlled subsidiaries 2 542 354 2 459 842 Non-current financial assets 235 733 211 430 Other financial assets 19 15 296 599 15 753 485 Other non-current assets 16 13 477 537 12 921 343 Total non-current assets 681 734 123 359 648 875 Current Stocks 10 715 864 11 622 326 Cash and bank deposits 34 269 671 37 931 124 Income tax receivable 3 969 472 3 574 662 Other financial assets 19 3 062 468 3 855 375 Other current assets 16 24 689 742 27 617 179 Total current assets 76 707 217 84 600 666 Total Assets 758 441 341 444 249 541 EQUITY AND LIABILITIES EQUITY Capital and reserves attributable to shareholders Share capital 10 36 000 000 36 000 000 Own shares -11 180 516 -11 180 516 Share prize 469 937 469 937 Legal reserves 755 581 755 581 Conversion Reserves -7 192 017 -7 140 907 Other Reserves & Retained Results 183 936 794 158 974 733 Net profit in the year -1 970 754 24 962 061 200 819 025 202 840 889 Interests that do not control 308 973 329 204 Total Equity 201 127 998 203 170 093 LIABILITIES Non-current Loans 74 955 343 79 182 324 Liability for rentals - 3.1 294 500 220 Deferred tax liabilities 9 367 734 10 556 031 Provisions 3 244 724 3 244 724 Derivative financial instrument 177 570 177 570 Other non-current liabilities 132 691 150 344 382 378 282 93 310 993 Total non-current liabilities Current Loans 59 312 662 52 961 448 Liability for rentals 3.1 37 810 103 Accounts payable to suppliers and accrued costs 61 739 663 81 387 772 Income tax payable 1 065 458 162 901 Other current liabilities 16 15 007 175 13 256 334 Total current liabilities 174 935 061 147 768 455 Total Liabilities 557 313 343 241 079 448 Total Equity and Liabilities 758 441 341 444 249 541 |
ASSETS | Notes | 31/03/2019 | 31/12/2018 |
|---|---|---|---|---|
| Operating Income Sales 6 101 939 105 Rendered services 6 841 451 Other operating income 1 849 921 104 630 477 Total operating income Operating Costs Cost of sales 24 898 937 External supplies and services 23 625 452 Personnel costs 34 331 802 Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA 8 e 9 18 679 599 Other operating costs 1 255 849 102 791 639 Total operating costs 1 838 838 Operating Income Net financing cost 17 4 927 609 838 962 Gains (losses) in joint controlled subsidiaries - Equity method 82 513 -8 939 Gains (losses) on Net monetary position 8 e 9 360 879 575 659 Profit before tax -2 645 379 Income tax expense 18 -654 394 1 034 714 Net profit -1 990 985 Other comprehensive income: Change in currency conversion reserve (net of tax and that can be recycled for results) -51 110 TOTAL COMPREHENSIVE INCOME -2 042 095 Net profit attributable to: Owners of the parent -1 970 754 3 477 815 Non-controlling interest -20 231 15 825 -1 990 985 3 493 640 Total comprehensive income attributable to: Owners of the parent -2 021 864 Non-controlling interest -20 231 -2 042 095 10 Earnings per share: Basic -0,06 Diluted -0,06 |
Notes | 31/03/2019 | 31/03/2018 |
|---|---|---|---|
| 98 837 401 | |||
| 1 448 376 | |||
| 2 120 201 | |||
| 102 405 978 | |||
| 22 833 048 | |||
| 33 669 544 | |||
| 33 282 851 | |||
| 6 288 833 | |||
| 1 531 106 | |||
| 97 605 382 | |||
| 4 800 596 | |||
| 4 528 354 | |||
| 3 493 640 | |||
| -3 046 069 | |||
| 447 571 | |||
| 431 746 | |||
| 15 825 | |||
| 447 571 | |||
| 0,13 | |||
| 0,13 |
(value in euros)
| Ass ign ed to s har eho lde rs |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Not e |
Sha re C api tal |
Ow n Sha res |
Sha re P rize |
Leg al Res erv es |
Con sio ver n Res erv es |
Oth er Res es & erv Ret ain ed Res ults |
Net Pro fit |
Tot al p nt are ity equ |
Inte hat ts t res do not trol con |
Tot al Equ ity |
|
| Bal Jan n 1 y 20 18 anc e o uar Cha s in the riod : |
30 0 00 0 00 |
-11 17 9 96 9 |
469 93 7 |
263 00 1 |
-2 0 12 8 86 |
139 50 7 20 5 |
30 849 46 0 |
187 89 6 74 8 |
723 445 |
188 62 0 19 3 |
|
| nge pe App lica tion of the soli date d p rofit fro m 2 017 con : |
|||||||||||
| T fer d re tain ed lts to r rans ese rves an resu |
492 58 0 |
30 356 88 0 |
-30 849 46 0 |
- | - | ||||||
| Con ion - A la vers rese rves ngo Net lida ted inco for the thre onth riod co nso me e m s pe |
-3 0 46 0 69 |
-3 0 46 0 69 |
-3 0 46 0 69 |
||||||||
| end ed o n 3 1 M arch , 20 18 |
3 47 7 8 15 |
3 4 77 8 15 |
15 825 |
3 4 93 6 40 |
|||||||
| Tot al c han in the riod ges pe |
- | - | - | 492 58 0 |
-3 0 46 0 69 |
30 356 88 0 |
-27 37 1 64 5 |
431 746 |
15 825 |
447 57 1 |
|
| Net fit pro Tot al c rehe nsiv e in |
3 47 7 8 15 |
3 4 77 8 15 431 746 |
15 825 825 |
3 4 93 6 40 57 |
|||||||
| omp com e Tra ctio ith ital s in the riod nsa ns w cap ow ner pe App lica tion of the soli date d p rofit fro m 2 017 con : |
15 | 447 1 |
|||||||||
| P aid divi den ds |
- | -444 64 7 |
-44 4 64 7 |
||||||||
| - | - | - | - | - | - | - | -444 64 7 |
-44 4 64 7 |
|||
| Bal n 3 1 M h 20 18 anc e o arc |
30 0 00 0 00 |
-11 17 9 96 9 |
469 937 |
755 58 1 |
-5 0 58 9 55 |
169 86 4 08 5 |
3 4 77 8 15 |
188 328 494 |
294 623 |
188 62 3 11 7 |
|
| Bal n 1 Jan y 20 19 anc e o uar |
36 0 00 0 00 |
-11 18 0 5 16 |
469 93 7 |
755 58 1 |
-7 140 90 7 |
158 97 4 73 3 |
24 962 06 1 |
202 84 0 88 9 |
329 204 |
203 17 0 09 3 |
|
| Cha s in the riod nge pe : |
|||||||||||
| App lica tion of the soli date d p rofit fro m 2 018 con : |
|||||||||||
| T fer d re tain ed lts to r rans ese rves an resu Con ion - A la |
24 9 62 0 61 |
-24 962 06 1 |
- | - | |||||||
| vers rese rves ngo Net lida ted inco for the thre onth riod co nso me e m s pe |
-51 110 |
-51 110 |
-51 110 |
||||||||
| end ed o n 3 1 M arch , 20 19 |
-1 9 70 7 54 |
-1 9 70 7 54 |
-20 23 1 |
-1 9 90 9 85 |
|||||||
| Tot al c han in the riod ges pe |
- | - | - | - | -51 110 |
24 962 06 1 |
-26 932 81 5 |
-2 0 21 8 64 |
-20 23 1 |
-2 0 42 0 95 |
|
| Net fit pro |
-1 9 70 7 54 |
970 -1 754 |
-20 23 1 |
-1 9 90 9 85 |
|||||||
| Tot al c rehe nsiv e in omp com e Tra ctio ith ital s in the riod nsa ns w cap ow ner pe |
-2 0 21 8 64 |
-20 23 1 |
-2 0 42 0 95 |
||||||||
| App lica tion of the soli date d p rofit fro m 2 018 con : P aid divi den ds |
- | - | |||||||||
| - | - | - | - | - | - | - | - | - | - | ||
| Bal n 3 1 M h 20 19 anc e o arc |
36 0 00 0 00 |
18 0 51 6 -11 |
469 937 |
58 755 1 |
192 017 -7 |
183 93 6 79 4 |
970 -1 75 4 |
200 81 9 02 5 |
308 973 |
201 12 7 99 8 |
(value in euros)
| Three months period ending on | |||||
|---|---|---|---|---|---|
| March 31 (unaudited) | |||||
| Note | 2019 | 2018 | |||
| Cash Flows from Operating Activities | |||||
| Receipts from clients | 105 251 619 | 98 605 782 | |||
| Payments to supliers | -54 451 916 | -57 474 706 | |||
| Staff payments | -32 049 567 | -30 138 479 | |||
| Payments/receipt of income tax | -23 861 | 2 114 429 | |||
| Other paym./receipts related with operating activities | -3 217 386 | -80 770 | |||
| Flows from operating activities (1) | 15 508 889 | 13 026 256 | |||
| Cash Flows from Investment Activities | |||||
| Receipts from: | |||||
| Financial investments | 25 192 | 204 944 | |||
| Tangible fixed assets | 2 863 | ||||
| Investment benefits | |||||
| Interest received | 302 745 | 295 175 | |||
| Other financial assets | 1 975 623 | ||||
| Payments for: | |||||
| Financial Investments | 49 496 | 36 229 | |||
| Other financial assets | 0 | 777 417 | |||
| Tangible fixed assets | 12 789 270 | 5 242 980 | |||
| Intangible assests | 503 628 | 307 177 | |||
| Other investments | |||||
| Flows from investment activities (2) | -11 035 971 | -5 863 684 | |||
| Cash flows from financing activities | |||||
| Receipts from: | |||||
| Loans obtained | 7 202 722 | 2 496 815 | |||
| Payments for: | |||||
| Loans obtained | 1 539 679 | 3 179 065 | |||
| Amortisation of liability for rentals | 7 455 110 | ||||
| Interest and similar costs | 5 037 862 | 980 205 | |||
| Dividends paid | 444 647 | ||||
| Acquisition of own shares | |||||
| Flows from financing activities (3) | -6 829 929 | -2 107 102 | |||
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | -2 357 011 | 5 055 470 | |||
| Cash & cash equivalents at the start of the period | 32 048 560 | 34 882 539 | |||
| Cash & cash equivalents at end of the period | 29 691 549 | 39 938 009 |
(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 642 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 517 units which it operates and 125 units under a franchise contract. Of this universe, 292 are headquartered in Spain, of which 175 are own establishments and 117 are franchised establishments, and 10 in Angola.
Ibersol is a public limited company listed on the Euronext of Lisbon.
Ibersol SGPS parent company is ATPS - SGPS, S.A ..
The main accounting policies applied in preparing these consolidated financial statements are described below.
These consolidated interim financial statements were prepared according to the international standard nº. 34 – Interim Financial Report, and therefore do not include all the information required by the annual financial statements, and should be read together with the company's financial statements for the period ended 31 December 2018.
The consolidated interim financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.
The accounting policies applied on 31 March 2019 are identical to those applied for preparing the financial statements of 31 March and 31 December 2018, except for the exchange currency differences included in other income / other operating costs and excluded from net financing cost.
The Group adopted for the first time the new standard IFRS 16 Leases, and there was no restatement of the comparative Financial Statements. As required by IAS 34, the nature and effects of these changes are as follows:
The new IFRS 16 eliminated the classification of leases between operating or financial leases for tenant entities as provided for in IAS 17. Instead, it introduced a single accounting model, very similar to the treatment of leases in renters.
This unique model establishes, for the lessee, the recognition of: i. assets and liabilities for all leases with a term greater than 12 months (low value assets are excluded, regardless of the term of the lease) in the Balance Sheet; and ii. depreciation of leased assets and interest separately in the Income Statement.
The Group adopted this new standard as from 1 January 2019, applying the modified retrospective method, with assets equal to liabilities, in the consolidated accounts, and therefore did not restate the comparative accounts for the year 2018, and there was no impact in the Group's equity at the time of transition.
The Group's operating leases relate mainly to leases of stores and warehouses. With respect to previous commitments with operating leases, in the transition, the Group recognized in its Consolidated Balance Sheet as of January 1, 2019, rights to use in the amount of 291.085.260 euros, lease liabilities of 293.970.178 euros and an adjustment in additions and deferrals of 4.987.328 euros.
As regards previous commitments with financial leases, at the time of transition, the book values of assets and liabilities per lease at 31 December 2018 (€ 4.282.410 and € 2.180.000, respectively) were assumed as rental rights and lease liabilities in accordance with IFRS 16 to 1 January 2019.
In measuring leasing liabilities, the Group discounted lease payments using its incremental financing rate on 1 January 2019. The weighted average rate applied is in the range of 3.5% - 6%, taking into account the characteristics contracts (underlying assets and guarantees, currency and term). In applying IFRS 16 for the first time, the Group used the following practice records permitted by the standard:
i) the use of only a discount rate for a portfolio of leases with fairly similar characteristics;
(ii) exemption from recognition of operating leases with a maturity of less than 12 months on the date of transition and non-recognition of leases in which the underlying asset has little value;
iii) exclusion of initial direct costs in the measurement of the right-of-use asset at the date of initial application;
iv) the use of retrospective analysis in determining the term of the lease when the contract includes options for extension or termination of the lease;
(v) The Group has applied this standard to contracts that were previously identified as leases under IAS 17 - Leases and IFRIC 4 - Determine whether an Agreement contains a Lease and has not applied this rule to contracts that were not previously identified as containing a lease under those rules.
The impact of the adoption of the new IFRS 16 standard on opening balances at 1 January 2019 was as follows:
| Trans.Adjustments | |||
|---|---|---|---|
| 31/12/2018 | IFRS 16 | 01/01/2019 | |
| Assets | |||
| Tangible fixed assets | 201 310 291 | -4 282 410 | 197 027 881 |
| Rights of use | - | 291 085 260 | 291 085 260 |
| Goodwill | 90 846 327 | - | 90 846 327 |
| Intangible assets | 36 146 157 | - | 36 146 157 |
| Financial investments - joint controlled subsidiaries | 2 459 842 | - | 2 459 842 |
| Non-current financial assets | 211 430 | - | 211 430 |
| Other financial assets | 15 753 485 | - | 15 753 485 |
| Other non-current assets | 12 921 343 | - | 12 921 343 |
| Total non-current assets | 359 648 875 | 286 802 850 | 646 451 725 |
| Stocks | 11 622 326 | - | 11 622 326 |
| Cash and bank deposits | 37 931 124 | - | 37 931 124 |
| Income tax receivable | 3 574 662 | - | 3 574 662 |
| Other financial assets | 3 855 375 | - | 3 855 375 |
| Other current assets | 27 617 179 | -872 860 | 26 744 319 |
| Total current assets | 84 600 666 | -872 860 | 83 727 806 |
| Capital and reserves attributable to shareholders | |||
| Share capital | 36 000 000 | - | 36 000 000 |
| Own shares | -11 180 516 | - | -11 180 516 |
| Share prize | 469 937 | - | 469 937 |
| Legal reserves | 755 581 | - | 755 581 |
| Conversion Reserves | -7 140 907 | - | -7 140 907 |
| Other Reserves & Retained Results | 158 974 733 | - | 158 974 733 |
| Net profit in the year | 24 962 061 | - | 24 962 061 |
| 202 840 889 | - | 202 840 889 | |
| Interests that do not control | 329 204 | - | 329 204 |
| Total Equity | 203 170 093 | 203 170 093 | |
| Loans | 79 182 324 | -2 180 000 | 77 002 324 |
| Liability for rentals | - | 260 041 533 | 260 041 533 |
| Deferred tax liabilities | 10 556 031 | - | 10 556 031 |
| Provisions | 3 244 724 | - | 3 244 724 |
| Derivative financial instrument | 177 570 | - | 177 570 |
| Other non-current liabilities | 150 344 | - | 150 344 |
| Total non-current liabilities | 93 310 993 | 257 861 533 | 351 172 526 |
| Loans | 52 961 448 | - | 52 961 448 |
| Liability for rentals | - | 33 928 645 | 33 928 645 |
| Accounts payable to suppliers and accrued costs | 81 387 772 | -5 860 188 | 75 527 584 |
| Income tax payable | 162 901 | - | 162 901 |
| Other current liabilities | 13 256 334 | - | 13 256 334 |
| Total current liabilities | 147 768 455 | 28 068 457 | 175 836 912 |
| Total Equity and Liabilities | 444 249 541 | 285 929 990 | 730 179 531 |
The impact of the adoption of the new standard IFRS16 in the consolidated interim financial statement and in the consolidated interim statement of income and other comprehensive income as at 31 March 2019 is as follows:
| 31/03/2019 (s/ IFRS 16) |
IFRS 16 | 31/03/2019 | |
|---|---|---|---|
| Assets | |||
| Tangible fixed assets | 201 567 665 | -5 690 350 | 195 877 315 |
| Rights of use | - | 327 572 644 | 327 572 644 |
| Other current assets | 25 659 575 | -969 833 | 24 689 742 |
| Liabilities | |||
| Non-current loans | 78 821 343 | -3 866 000 | 74 955 343 |
| Non-current liability for rentals | - | 294 500 220 | 294 500 220 |
| Deferred tax | 10 531 188 | -1 163 454 | 9 367 734 |
| Current liability for rentals | - | 37 810 103 | 37 810 103 |
| Accounts payable to suppliers and accrued costs | 64 019 075 | -2 279 412 | 61 739 663 |
| Income tax payable | 1 162 592 | -97 134 | 1 065 458 |
| 31/03/2019 (s/ IFRS 16) |
IFRS 16 | 31/03/2019 | |
| External supplies and services | 34 657 193 | -11 031 741 | 23 625 452 |
| Amortisation, depreciation and impairment losses of TFA, | |||
| Rights of Use, Goodwill and IA | 6 240 625 | 12 438 974 | 18 679 599 |
| Net financing cost | 1 082 392 | 3 845 217 | 4 927 609 |
| Income tax expense | 606 194 | -1 260 588 | -654 394 |
3.2. New standards, amendments and interpretations adopted by the EU but without effective application for years beginning on 1 January 2019 and not applied in advance
In the first three months of 2019, the EU did not publish any Regulation on the adoption of new standards, amendments or interpretations that have not yet been implemented by the Group.
3.3. New standards, amendments and interpretations issued by the IASB and IFRIC but not yet adopted by the EU
In the first three months of 2019, the IASB / IFRIC has not issued any new standards, changes or interpretations.
There where no substantial differences between accounting estimates and judgments applied on 31 December 2018 and the accounting values considered in the three months period ended on the 31 March 2019.
5.1. The following group companies were included in the consolidation on 31st March 2019 and 2018 and 31 December 2018:
| % Shareholding | |||||
|---|---|---|---|---|---|
| Company | Head Office | Mar/19 | Dec/18 | Mar/18 | |
| Parent company | |||||
| Ibersol SGPS, S.A. | Porto | parent | parent | parent | |
| Subsidiary companies | |||||
| Iberusa Hotelaria e Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersol Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersande Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Ibersol Madeira e Açores Restauração, S.A. | Funchal | 100% | 100% | 100% | |
| Ibersol - Hotelaria e Turismo, S.A. | Porto | 100% | 100% | 100% | |
| Iberking Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Iberaki Restauração, S.A. | Porto | 100% | 100% | 100% | |
| Restmon Portugal, Lda | Porto | 61% | 61% | 61% | |
| Vidisco, S.L. | Vigo - Espanha | 100% | 100% | 100% | |
| Inverpeninsular, S.L. | Vigo - Espanha | 100% | 100% | 100% | |
| (d) Ferro & Ferro, Lda. | Porto | - | - | 100% | |
| Asurebi SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Charlotte Develops, SL | Vigo - Espanha | 100% | 100% | 100% | |
| Firmoven Restauração, S.A. | Porto | 100% | 100% | 100% | |
| IBR - Sociedade Imobiliária, S.A. | Porto | 100% | 100% | 100% | |
| Eggon SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Anatir SGPS, S.A. | Porto | 100% | 100% | 100% | |
| Lurca, SA | Madrid-Espanha | 100% | 100% | 100% | |
| Sugestões e Opções-Actividades Turísticas, S.A | Porto | 100% | 100% | 100% | |
| (e) Resboavista- Restauração Internacional, Lda | Porto | - | - | 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% | |
| Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto | 100% | 100% | 100% | ||
| Lusinver Restauracion, S.A. | Vigo - Espanha | 100% | 100% | 100% | |
| The Eat Out Group S.L.U. | Barcelona - Espanha | 100% | 100% | 100% | |
| Pansfood, S.A.U. | Barcelona - Espanha | 100% | 100% | 100% | |
| Foodstation, S.L.U | Barcelona - Espanha | 100% | 100% | 100% | |
| (c) Dehesa de Santa Maria Franquicias, S.L. | Barcelona - Espanha | 100% | 100% | 50% | |
| (c) Cortsfood, S.L. | Barcelona - Espanha | 50% | 50% | - | |
| Companies controlled jointly | |||||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% |
(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services.
(b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants. ( c) Participation acquired to interests that do not control (50%), with constitution by splitt of the subsidiary Cortsfood in the year 2018. Although the parent company holds 50% of the voting rights, there is control of the subsidiary Cortsfood.
(d) merge of the subsidiary Ferro & Ferrro into Iberusa Hotelaria e Restauração, S.A.
(e) merge of the subsidiary Resboavista into José Silva Carvalho Catering, S.A..
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
In the three months period ended on 31 March 2019 there was no acquisition of subsidiaries.
In the three months period ended on 31 March 2019 there was no disposals of subsidiaries.
Ibersol Administration monitors the business based on the following segmentation:
| SEGMENT | BRANDS | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Pizza Movil | FresCo | Ribs | StaMaria | |||
| Counters | KFC | O'Kilo | Miit | Burguer King | Pans & C.ª | Coffee Counters | |||
| Concessions | |||||||||
| and catering | Sol (SA) | Concessions | Catering | Convenience stores | Travel |
The results per segment in the three months period ended 31 March 2019 and 2018 were as follows:
| 31 March 2019 | Restaurants | Counters | Concessions and Catering |
Other, write off and adjustments |
Total Group |
|---|---|---|---|---|---|
| Turnover | 26 047 338 | 52 869 142 | 23 776 074 | 88 003 | 102 780 556 |
| Royalties | 990 587 | 2 092 664 | 153 226 | - | 3 236 476 |
| Rents and Condominium | 1 442 788 | 170 950 | 2 413 640 | - | 4 027 379 |
| Coste of sales | 5 899 205 | 14 678 672 | 4 321 060 | - | 24 898 937 |
| Operating income net of Amortization, deprec. | |||||
| and impairment losses | 4 156 963 | 11 198 331 | 5 163 143 | - | 20 518 437 |
| Amortization, depreciation and impairment losses | 2 731 074 | 9 169 119 | 6 524 484 | 254 921 | 18 679 599 |
| Operating income | 1 425 889 | 2 029 212 | -1 361 341 | -254 921 | 1 838 838 |
| 31 March 2018 | Restaurants | Counters | Concessions and Catering |
Other, write off and adjustments |
Total Group |
|---|---|---|---|---|---|
| Turnover | 25 204 099 | 47 851 052 | 26 838 387 | 392 239 | 100 285 777 |
| Royalties | 949 216 | 1 923 777 | 327 347 | - | 3 200 340 |
| Rents and Condominium | 2 745 819 | 4 958 186 | 8 478 356 | - | 16 182 361 |
| Coste of sales | 5 058 269 | 12 664 421 | 5 110 358 | - | 22 833 048 |
| Operating income net of Amortization, deprec. | |||||
| and impairment losses | 3 536 144 | 6 108 650 | 1 444 635 | - | 11 089 429 |
| Amortization, depreciation and impairment losses | 1 541 576 | 3 488 902 | 1 081 046 | 177 310 | 6 288 833 |
| Operating income | 1 994 568 | 2 619 748 | 363 589 | -177 310 | 4 800 596 |
On March 31, 2019 and 2018 income and non-current assets by geography is presented as follows:
| 31 MARCH 2019 | Portugal | Angola | Spain | Grupo |
|---|---|---|---|---|
| Restaurants | 55 540 444 | 3 311 178 | 40 039 532 | 98 891 154 |
| Merchandise | 155 767 | - | 2 892 184 | 3 047 951 |
| Rendered services | 54 353 | - | 787 098 | 841 451 |
| Total sales and services | 55 750 564 | 3 311 178 | 43 718 814 | 102 780 556 |
| Tangible fixed and intangible assets Rights of use Goodwill |
149 341 723 68 524 491 7 605 482 |
25 982 845 2 964 640 - |
56 438 361 256 083 513 83 240 845 |
231 762 929 327 572 644 90 846 327 |
| Financial investments - joint controlled subsidiaries | 2 542 354 | - | - | 2 542 354 |
| Non-current financial assets | 235 733 | - | - | 235 733 |
| Other financial assets | - | 15 296 599 | - | 15 296 599 |
| Other non-current assets | - | - | 13 477 537 | 13 477 537 |
| Total non-current assets | 228 249 783 | 44 244 084 | 409 240 256 | 681 734 123 |
| 31 MARCH 2018 | Portugal | Angola | Spain | Grupo |
|---|---|---|---|---|
| Restaurants | 48 795 665 | 4 883 072 | 44 337 539 | 98 016 276 |
| Merchandise | 175 202 | - | 645 923 | 821 125 |
| Rendered services | 55 402 | - | 1 392 974 | 1 448 376 |
| Total sales and services | 49 026 269 | 4 883 072 | 46 376 436 | 100 285 777 |
| Tangible fixed and intangible assets | 139 801 512 | 27 868 981 | 60 211 858 | 227 882 351 |
| Goodwill | 7 605 482 | - | 83 240 845 | 90 846 327 |
| Financial investments - joint controlled subsidiaries | 2 411 447 | - | - | 2 411 447 |
| Non-current financial assets | 238 133 | - | - | 238 133 |
| Other financial assets | - | 15 475 314 | - | 15 475 314 |
| Other non-current assets | - | - | 6 573 977 | 6 573 977 |
| Total non-current assets | 150 056 574 | 43 344 295 | 150 026 680 | 343 427 549 |
No unusual facts took place during the three months period ended 31 March 2019.
In the three months period ended 31 March 2019 and in the year ending on 31 December 2018, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:
| Land | Buildings | Equipment | Other tangible fixed Assets |
Tangible Assets in progress |
Total | |
|---|---|---|---|---|---|---|
| 1 January 2018 | ||||||
| Cost | 15 551 381 | 243 311 373 | 127 906 062 | 25 621 216 | 1 675 874 | 414 065 908 |
| Accumulated depreciation | 226 667 | 92 908 055 | 95 172 615 | 16 877 084 | - | 205 184 420 |
| Accumulated impairment | - | 9 837 119 | 1 013 238 | 58 914 | - | 10 909 271 |
| Net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| 1 January 2018 | ||||||
| Initial net amount | 15 324 714 | 140 566 200 | 31 720 210 | 8 685 219 | 1 675 874 | 197 972 217 |
| Hyperinflationary Economies (IAS 29) (1) | 636 821 | 866 426 | 204 363 | 39 617 | -48 172 | 1 699 055 |
| Currency conversion | -1 451 675 | -3 487 482 | -1 732 828 | -381 881 | -35 010 | -7 088 876 |
| Additions | - | 22 459 004 | 9 916 886 | 2 755 073 | 560 641 | 35 6 91 604 |
| Decreases | - | 599 668 | 38 421 | 24 260 | 538 056 | 1 200 405 |
| Transfers | - | 47 057 | 487 068 | 84 340 | -618 465 | - |
| Depreciation in the year | 18 973 | 15 774 618 | 7 088 709 | 1 605 514 | - | 24 487 815 |
| Impairment | - | 1 385 106 | - | - | - | 1 385 106 |
| Impairment reversion | - | -109 615 | - | - | - | -109 615 |
| Final net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| 31 December 2018 | ||||||
| Cost | 14 731 098 | 260 017 140 | 134 098 549 | 27 727 867 | 996 812 | 437 571 466 |
| Accumulated depreciation | 240 212 | 106 579 970 | 99 691 547 | 18 116 824 | - | 224 628 553 |
| Accumulated impairment | - | 10 635 741 | 938 433 | 58 448 | - | 11 632 622 |
| Net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| Other tangible | Tangible Assets | |||||
|---|---|---|---|---|---|---|
| Land | Buildings | Equipment | fixed Assets | in progress | Total | |
| 1 January 2019 | ||||||
| Initial net amount | 14 490 886 | 142 801 429 | 33 468 569 | 9 552 595 | 996 812 | 201 310 291 |
| Change in accounting policy (IFRS 16) | - | -3 335 985 | -899 062 | -47 363 | - | -4 282 410 |
| Hyperinflationary Economies (IAS 29) (1) | 157 100 | 162 203 | 8 680 | -1 270 | 1 830 | 328 543 |
| Currency conversion | -11 212 | -24 981 | -11 167 | -2 425 | -402 | -50 187 |
| Additions | - | 2 823 218 | 1 056 589 | 211 941 | 284 906 | 4 376 6 54 |
| Decreases | - | 585 793 | 156 962 | 12 887 | 11 939 | 767 581 |
| Transfers | - | 33 386 | 246 636 | 34 644 | -458 625 | -143 959 |
| Depreciation in the year | 4 383 | 2 584 101 | 1 855 148 | 450 413 | - | 4 894 045 |
| Impairment in the year | - | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - | - |
| Final net amount | 14 632 390 | 139 289 379 | 31 858 140 | 9 284 823 | 812 584 | 195 877 315 |
| 31 March 2019 | ||||||
| Cost | 14 890 257 | 250 988 380 | 131 068 524 | 27 817 734 | 812 584 | 425 577 479 |
| Accumulated depreciation | 257 867 | 101 063 261 | 98 271 951 | 18 474 463 | - | 218 067 543 |
| Accumulated impairment | - | 10 635 741 | 938 433 | 58 448 | - | 11 632 622 |
| Net amount | 14 632 390 | 139 289 379 | 31 858 140 | 9 284 823 | 812 584 | 195 877 315 |
(1) changes resulting from the application of IAS 29, hyperinflationary economy, on tangible fixed assets of the subsidiaries in Angola are presented as follows
| Restatement of Tangible Fixed Assets (TFA) 31/12/2018 | 1 699 055 |
|---|---|
| Restatement of TFA in the three months period ended on 31/03/2019: | |
| Cost | 947 249 |
| Accumulated depreciation | -618 706 |
| sub-total | 328 543 |
In 2019, an investment of approximately 3 million euros was made in the travel segment in Spain. The remaining investment mainly concerns the opening of 3 Burger King and the improvement of KFC Norteshoping.
In 2018, the investment relates mainly to the opening of 3 KFC units, 2 Pizza Hut, 1 Burguer King and 1 Ribs units and 9 Burguer King units to be opened during the year.
Goodwill, rights of use and intangible assets are broken down as follows:
| Mar/19 | Dec/18 | |
|---|---|---|
| Rigths of use | 327 572 644 | - |
| Goodwill | 90 846 327 | 90 846 327 |
| Intangible assets | 35 885 614 | 36 146 157 |
| 454 304 585 | 126 992 484 |
In the three months period ended 31 MArch 2019 and in the year ending on 31 December 2018, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:
| Rights of use | Goodwill | Brands | Industrial property |
Other intangible Assets |
Intangible Assets in progress |
Total | |
|---|---|---|---|---|---|---|---|
| 1 January 2018 | |||||||
| Cost | - | 92 862 786 | 22 000 000 | 40 254 584 | 13 873 100 |
1 312 455 | 170 302 925 |
| Accumulated amortization | - | - | 1 283 333 | 25 197 741 | 12 135 892 | - | 38 616 967 |
| Accumulated impairment | - | - | - | 3 665 332 | 41 875 | - | 3 707 206 |
| Net amount | - | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 | 1 312 455 | 127 978 752 |
| 1 January 2018 | |||||||
| Initial net amount | - | 92 862 786 | 20 716 667 | 11 391 511 | 1 695 333 |
1 312 455 | 127 978 752 |
| Hyperinflationary Economies (IAS 29) (1) | - | - | - | 43 435 | - | 89 612 | 133 047 |
| Currency conversion | - | - | - | -226 244 | - | -266 369 | -492 613 |
| Additions | - | - | - | 1 854 935 | 217 503 | 1 244 006 | 3 316 444 |
| Decreases | - | - | - | 54 932 | - | 3 670 | 58 602 |
| Transfers | - | - | - | 5 552 | - | -5 552 | - |
| Amortization in the year | - | - | 1 100 000 | 547 555 | 204 805 | - | 1 852 361 |
| Impairment in the year | - | 2 016 459 | - | 15 723 | - | - | 2 032 182 |
| Final net amount | - | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 | 2 370 483 | 126 992 484 |
| 31 December 2018 | |||||||
| Cost | - | 92 862 786 | 22 000 000 | 42 232 722 | 12 960 943 |
2 370 483 | 172 426 934 |
| Accumulated amortization | - | - | 2 383 333 | 26 100 687 | 11 211 040 | - | 39 695 060 |
| Accumulated impairment | - | 2 016 459 | - | 3 681 055 | 41 875 | - | 5 739 389 |
| Net amount | - | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 | 2 370 483 | 126 992 484 |
| Rights of use | Goodwill | Brands (1) | Industrial property |
Other intangible Assets |
Assets in progress |
Total | |
|---|---|---|---|---|---|---|---|
| 1 January 2019 | |||||||
| Initial net amount | - | 90 846 327 | 19 616 667 | 12 450 980 | 1 708 028 |
2 370 483 | 126 992 484 |
| Change in accounting policy (IFRS 16) | - | - | - | - | - | - | |
| Hyperinflationary Economies (IAS 29) (1) | 291 085 260 | - | - | 7 188 | - | 25 147 | 291 117 595 |
| Currency conversion | - | - | - | -1 538 | - | -2 080 | -3 618 |
| Additions | 49 527 728 | - | - | 382 227 | 172 563 | 4 539 | 50 087 057 |
| Decreases | - | - | - | 22 313 | 80 000 | 813 | 103 126 |
| Transfers | - | - | - | 17 949 | - | -17 949 | - |
| Amortization in the year | 13 040 344 | - | 275 000 | 377 009 | 93 455 | - | 13 785 808 |
| Impairment in the year | - | - | - | - | - | - | - |
| Final net amount | 327 572 644 | 90 846 327 | 19 341 667 | 12 457 485 | 1 707 136 | 2 379 327 | 454 304 585 |
| 31 March 2019 | |||||||
| Cost | 340 612 988 | 92 862 786 | 22 000 000 | 42 595 317 | 13 038 440 | 2 379 327 | 513 488 858 |
| Accumulated amortization | 13 040 344 | - | 2 658 333 | 26 456 777 | 11 289 429 | - | 53 444 883 |
| Accumulated impairment | - | 2 016 459 | - | 3 681 055 | 41 875 | - | 5 739 389 |
| Net amount | 327 572 644 | 90 846 327 | 19 341 667 | 12 457 485 | 1 707 136 | 2 379 327 | 454 304 585 |
(1) changes resulting from the application of IAS 29, the hyperinflationary economy, on intangible assets of the subsidiaries in Angola are as follows:
| Restatement of Intangible Assets (IA) 31/12/2018 | 133 047 |
|---|---|
| Restatement of IA in the three months period ended on 31/03/2019: | |
| Cost | 77 735 |
| Accumulated depreciation | -45 400 |
| sub-total | 32 335 |
The distribution of goodwill allocated to segments is presented as follows:
| Mar/19 | Dec/18 | |
|---|---|---|
| Restaurants | 14 618 931 | 14 618 931 |
| Counters | 37 199 991 | 37 199 991 |
| Concessions and Catering | 38 847 684 | 38 847 684 |
| Other, write off and adjustments | 179 721 | 179 721 |
| 90 846 327 | 90 846 327 |
Income per share in the three months period ended 31 March 2019 and 2018 was calculated as follows:
| Mar/19 | Mar/18 | |
|---|---|---|
| Profit payable to shareholders | -1 970 754 | 3 477 815 |
| Mean weighted number of ordinary shares issued (1) | 36 000 000 | 36 000 000 |
| Mean weighted number of own shares | -3 599 981 | -3 599 981 |
| 32 400 019 | 32 400 019 | |
| Basic earnings per share (€ per share) | -0,06 | 0,11 |
| Earnings diluted per share (€ per share) | -0,06 | 0,11 |
| Number of own shares at the end of the year | 3 599 981 | 3 599 981 |
Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.
At the General Meeting of 8th May 2019, the group decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2018), representing a total value of 3.600.000 euros which corresponds to 3.240.002 euros outstanding shares (2.700.006 euro in 2018), to be settled on June 4, 2019.
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 3st March 2019 and 31st December 2018, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Mar/19 | Dec/18 | |
|---|---|---|
| Bank guarantees | 34 781 150 | 33 568 604 |
On March 31st, 2019 there are no significant commitments for contracted investments not included in these financial statements.
Changes during the three months period ended on 31 March 2019 and in the year 2018, under the heading of asset impairment losses were as follows:
| Mar/19 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Impairment | ||||||||
| Starting balance |
Perimeter variation |
Cancellation | assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
||
| Tangible fixed assets | 11 632 624 | - | - | - | - | - | 11 632 624 | |
| Goodwill | 2 016 459 | - | - | - | - | - | 2 016 459 | |
| Intangible assets | 3 722 929 | - | - | - | - | - | 3 722 929 | |
| Stocks | 74 981 | - | - | - | - | - | 74 981 | |
| Other current assets Other financial assets |
2 931 131 | -226 | 73 833 | - | 46 500 | - | 3 051 238 | |
| (current and non-current) | 940 762 | - | - | - | - | -59 961 | 880 801 | |
| 21 318 886 | -226 | 73 833 | - | 46 500 | -59 961 | 21 379 032 |
| Dec/18 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Impairment | |||||||||
| Starting balance |
Perimeter variation |
Cancellation | assets disposals |
Impairment in the year |
Impairment reversion |
Closing balance |
|||
| Tangible fixed assets | 10 909 271 | - | - | -552 138 | 1 385 106 | -109 615 | 11 632 624 | ||
| Goodwill | - | - | - | - | 2 016 459 | - | 2 016 459 | ||
| Intangible assets | 3 707 206 | - | - | - | 15 723 | - | 3 722 929 | ||
| Stocks | 74 981 | - | - | - | - | - | 74 981 | ||
| Other current assets | 2 159 669 | -28 899 | 141 347 | - | 843 800 | -184 787 | 2 931 131 | ||
| Other financial assets | |||||||||
| (current and non-current) | - | - | - | - | 940 762 | - | 940 762 | ||
| 16 851 128 | -28 899 | 141 347 | -552 138 | 5 201 850 | -294 402 | 21 318 886 |
The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.
Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
i) Currency exchange risk
With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.
The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is growing and consequently to gain weight in the group activity. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. The financing of the Angolan subsidiary in foreign currency in the amount of \$ 375.000, does not have large exposure due to the reduced amount. The remaining financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated. Given the current limitations of payments abroad, the group adopted a monthly monitoring policy of credit balances in foreign currency and its full coverage with the acquisition of treasury bonds of the Republic of Angola, indexed to USD.
Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:
| Mar/19 | ||
|---|---|---|
| Euro exchange rates (x |
Rate on March, 31 | Average interest 1st |
| foreign currency per 1 Euro) | 2019 | Trimester 2019 |
| Kwanza de Angola (AOA) | 355,492 | 355,872 |
| Dec/18 | ||
| Euro exchange rates (x |
Rate on December, | Average interest rate |
| foreign currency per 1 Euro) | 31 2018 | year 2018 |
| Kwanza de Angola (AOA) | 352,983 | 305,810 |
ii) Price risk
The group is not greatly exposed to the merchandise price risk.
With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed, so there is also no risk.
The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of fixing interest rates of at least 50% of the outstanding amount.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. Interest rate swap contracts to hedge the interest rate risk of part of the loans (commercial paper) of EUR 29,1 million are subject to interest maturities and repayment plans identical to the terms of the loans.
Based on simulations performed on 31 March 2019, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 192.000 euros (730.000 euros in December 2018).
The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of merchandise to franchisees representing less than 6% of the consolidated turnover. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.
The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at March 31, 2019, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 19 million euro, subject to country risk.
Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.
At the end of the period, current liabilities, net of liability for rentals, reached 137 million euros, compared with 77 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 2019 the renewal of part of the commercial paper programmes (22.500.000 euros). However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.
Even with reduced use of the group has contracted a significant amount of short-term lines. On March 31, 2019, the use of short term liquidity cash flow support was about 10%. Investments in term deposits and other application of 43 million euros, match 31% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| to March 2020 | from March 2020 to 2028 | ||
|---|---|---|---|
| Bank loans and overdrafts | 59 312 662 | 74 955 343 | |
| Other non-current liabilities Accounts payable to suppliers and |
- | 132 691 | |
| accrued costs | 49 474 182 | - | |
| Other current liabilities | 6 513 181 | - | |
| Total | 115 300 025 | 75 088 034 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion.
The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 31st March 2019 and 31st December 2018 the gearing ratio was of 29% and 27%, respectively, as follows:
| mar/19 | Dec-18 | ||
|---|---|---|---|
| Bank loans | 134 268 005 | 132 143 772 | |
| Other financial assets | -18 359 068 | -19 608 860 | |
| Cash and bank deposits | -34 269 671 | -37 931 124 | |
| Net indebtedness | 81 639 266 | 74 603 788 | |
| Equity | 201 127 998 | 203 170 093 | |
| Total capital | 282 767 264 | 277 773 881 | |
| Gearing ratio | 29% | 27% |
In restaurants where it operates with international brands, the group enters into long-term franchise agreements: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable for another 10 years at the franchise's option, provided certain obligations have been fulfilled.
It has become practical for these contracts to be renewed. However, nothing obliges the franchisees to do so, so the risk of non-renewal may be verified.
In these contracts it is normal to contract the payment of an "Initial Fee" at the beginning of each contract and a "Renewall Fee" at the end of the initial period, in addition to a royalty and marketing operations fee on the sales amount.
Periodically, development contracts are negotiated which guarantee the right to open new restaurants.
At the moment a contract has been signed for the implementation of 80 KFC restaurants in the period between May 2017 and May 2022.
The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.
The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.
Other current assets and liabilities on 31st March 2019 and 31st December 2018 are broken down as follows:
| Mar/19 | Dec/18 | |
|---|---|---|
| Clients | 8 705 176 | 9 546 044 |
| State and other public entities | 3 954 838 | 4 364 242 |
| Other debtors | 8 766 269 | 6 721 003 |
| Advances to suplliers | 574 640 | 425 158 |
| Advances to fixed suppliers | 7 556 | - |
| Accruals and income | 3 670 256 | 6 929 484 |
| Deferred costs | 2 062 235 | 2 562 368 |
| Other current assets | 27 740 970 | 30 548 299 |
| Accumulated impairment losses | 3 051 228 | 2 931 120 |
| 24 689 742 | 27 617 179 | |
| Mar/19 | Dec/18 | |
| Other creditors | 6 513 181 | 4 696 932 |
| State and other public entities | 8 004 953 | 8 025 248 |
| Deferred income | 489 041 | 534 154 |
| 15 007 175 | 13 256 334 |
The breakdown of other non-current assets as at 31 March 2019 and 31 December 2018 is presented as follows:
| Mar/19 | Dec/18 | |
|---|---|---|
| Other non-current assets (1) | 9 263 960 | 8 781 933 |
| Credits granted to third parties | 4 457 713 | 4 479 410 |
| Impairment balances | -244 136 | -340 000 |
| 13 477 537 | 12 921 343 |
(1) balance of other non-current debtors is mainly comprised of deposits and securities in Spain resulting from lease agreements. Trade accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debt, are subsequently measured at amortized cost using the effective interest method, less impairment.
A discount rate of 2% was applied, recognizing the current deferral in the amount of € 151.231 (€ 151.372 in 2018) and noncurrent in the amount of € 923.559 (€ 972.263 in 2018.
An impairment loss of € 244.136 (€ 340.000 in 2018) was recorded on a balance receivable from a Vidisco franchisee.
Net financing cost on 31st March 2019 and 2018 are broken down as follows:
| 2019 | 2018 | |
|---|---|---|
| Interest on rentals liabilities (IFRS16) | 3 845 217 | - |
| Interest paid | 1 037 405 | 844 081 |
| Interest earned (1) | -326 401 | -378 706 |
| Currency exchange differences | - | -35 397 |
| Other financial costs and income | 371 388 | 408 984 |
| 4 927 609 | 838 962 |
The detail of other financial costs and income, is presented as follows:
| 2019 | 2018 | |
|---|---|---|
| Commercial paper programmes charges | 140 394 | 174 567 |
| Impairment reversal TB's (IFRS9) | -59 961 | - |
| Other commissions | 52 926 | 8 748 |
| Other financial cost and gains | 238 029 | 225 670 |
| 371 388 | 408 984 |
(1) amount referring essentially to bank commissions on guarantees and commissions on treasury bonds transactions in Angola.
Income taxes recognized as of March 31, 2019 and 2018 are detailed as follows:
| Mar/19 | Mar/18 | |
|---|---|---|
| Current taxes | 532 105 | 948 360 |
| Insufficiency (excess) of income tax | 35 000 | - |
| Deferred taxes | -1 221 499 | 86 354 |
| -654 394 | 1 034 714 |
The effective tax rate on profits was 25% on March 31, 2019 and 23% in the same period of 2018, as follows:
| mar/19 | mar/18 | ||
|---|---|---|---|
| Profit before tax | -2 645 379 | 4 528 354 | |
| Income tax expense | -654 394 | 1 034 714 | |
| Effective tax rate | 25% | 23% |
The amount of financial assets refers to the acquisition of Angola treasury bonds, resettable in accordance with the variation of the National Bank of Angola (BNA) exchange rate for the purchase of United States dollars, with rates interest coupon of default by maturity, as follows:
| mar/19 | dez/18 | |||||
|---|---|---|---|---|---|---|
| Non | Non | |||||
| Current | current | Total | Current | current | Total | |
| Treasury bonds | 3 209 394 | 16 030 474 | 19 239 869 | 4 040 342 | 16 509 280 | 20 549 622 |
| Sub-total | 3 209 394 | 16 030 474 | 19 239 869 | 4 040 342 | 16 509 280 | 20 549 622 |
| Accumulated impairment losses (1) | 146 926 | 733 875 | 880 801 | 184 967 | 755 795 | 940 762 |
| TOTAL | 3 062 468 | 15 296 599 | 18 359 068 | 3 855 375 | 15 753 485 | 19 608 860 |
(1) As a result of the implementation of mandatory IFRS 9 as of January 1, 2018 (Note 3), considering the type of TB's that Ibersol holds, and since they are indexed to the USD, impairment was calculated, as follows:
Impact on the consolidated statement of comprehensive income:
| Net financing cost | -59 961 |
|---|---|
| Income tax | 17 988 |
The Probability of Default and Loss Given Default indices are in line with the publication of Moody's and S & P.
The related parties of Ibersol group are:
António Carlos Vaz Pinto de Sousa – 2.520 shares (*)
António Alberto Guerra Leal Teixeira – 2.520 shares (*)
ATPS, SGPS, SA – 19.767.058 shares
(*) ATPS voting rights are also attributable to Antonio Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under subparagraph b) of paragraph 1 of article 20 and paragraph 1 Article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, CALUM - SERVIÇOS E GESTÃO, S.A. with the NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A with the NIPC 513799257, which together hold the majority of the capital of ATPS.
With respect to the balances and transactions with related entities, the overall value of the balances and transactions of the Group with the joint controlled UQ Consult relates mainly to support services and management information systems, and was, respectively, 1.204.294 and 934.363 euros.
The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provided services of administration and management to the group. ATPS-S.G.P.S., S.A. under contract with Ibersol Restauração, S.A. has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.
There are no subsequent events to 31st March 2019 that may have a material impact on the financial statements presented.
The financial statements were approved by the Board of Directors and authorised for emission on 31st May 2019.
Edifício Península Praça do Bom Sucesso,105 a 159 – 9º 4150-146 Porto Portugal Tel.: +351 226 089 700 www.ibersol.pt
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