Annual Accounts and Directors’ Report
for the year ended 31 December 2021
AmRest Holdings SE
28 FEBRUARY 2022
Balance sheet as of 31 December 2021 ............................................................................................................................................................................ 5
Income Statement for the year 2021 ................................................................................................................................................................................. 6
Statement of recognized income and expenses for the year 2021 ..................................................................................................................................... 6
Statement of cash flows for the year 2021 ......................................................................................................................................................................... 7
Total statement of changes in equity for the year 2021 ...................................................................................................................................................... 8
Notes to the Annual Accounts ........................................................................................................................................................................................... 9
1. General information ................................................................................................................................................................................................ 9
2. Basis of preparation .............................................................................................................................................................................................. 10
3. Accounting policies ............................................................................................................................................................................................... 12
4. Financial Risk Management .................................................................................................................................................................................. 17
5. Financial instruments ............................................................................................................................................................................................ 19
6. Investments in group companies ........................................................................................................................................................................... 21
7. Financial Assets at amortized cost ........................................................................................................................................................................ 18
8. Financial assets at cost......................................................................................................................................................................................... 19
9. Cash and cash and equivalents ............................................................................................................................................................................ 19
10. Equity ................................................................................................................................................................................................................... 19
11. Distribution of profit ............................................................................................................................................................................................... 21
12. Financial liabilities at amortized cost ..................................................................................................................................................................... 22
13. Employee benefits and share based payments ..................................................................................................................................................... 24
Annual Accounts
14. Provisions ............................................................................................................................................................................................................. 27
15. Taxation ............................................................................................................................................................................................................... 27
16. Income and expenses ........................................................................................................................................................................................... 29
17. Related parties balances and transactions ............................................................................................................................................................ 32
18. Remuneration of the board of directors and senior executives ............................................................................................................................... 36
19. Other information .................................................................................................................................................................................................. 37
20. Audit fees ............................................................................................................................................................................................................. 38
Signatures of the Board of Directors ................................................................................................................................................................................ 39
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 5
for the year ended 31 December 2021
Balance sheet as of 31 December 2021
Notes
31 December 2020
Assets
Intangible assets
0.2
Non-current investment and loans in group companies
647.7
Investments in group companies
6 and 8
390.8
Loans to group companies
5 and 7
256.9
Non-current financial investments
5
0.1
Deferred tax assets
15
2.5
Total non-current assets
650.5
Trade and other receivables
5 and 7
3.6
Other receivables from group companies
1.2
Other trade receivables
1.0
Current tax assets
15
1.4
Other tax receivables
15
-
Investments and loans in group companies
5 and 7
49.2
Loans to group companies
45.8
Other financial assets
3.4
Other current assets
0.1
Cash and cash equivalents
9
74.2
Total current assets
127.1
TOTAL ASSETS
777.6
Capital and Reserves and adjustments for changes in value
Share capital
10.1
22.0
Share premium
10.6
237.3
Reserves
10.2
60.9
Treasury shares and equity instruments
10.3
(6.5)
Profit for the period
34.3
Other equity instruments
10.4
(23.4)
Adjustments for changes in value
10.5
(6.7)
TOTAL EQUITY
317.9
Liabilities
Non-current provisions
14
0.1
Non-current financial liabilities
5 and 12
399.8
Loans and borrowings from financial institutions
322.3
Other financial debt
77.5
Deferred tax liabilities
15
-
Total non-current liabilities
399.9
Loans and borrowings from financial institutions
5 and 12
28.5
Other financial debt
25.1
Current debts with group companies
1.7
Trade and other payables
5 and 12
4.5
Trade and other payables to third parties
1.9
Trade and other payables to group companies
1.8
Personnel (salaries payable)
0.3
Other payables with tax administration
15
0.5
Total current liabilities
59.8
TOTAL LIABILITES
459.7
TOTAL EQUITY AND LIABILITIES
777.6
The accompanying notes are an integral part of the Annual Accounts for 2021
AMREST Annual Accounts and Directors’ Report 6
for the year ended 31 December 2021
Income Statement for the year 2021
Notes
31 December 2020
Revenues
16.1
49.0
Dividends received from subsidiaries
7.6
Net income from the stock option plan
0.2
Finance income from group companies
7.7
Results from financial assets held for sale
33.5
Personnel expenses
16.2
(1.3)
Other operating expenses
16.3
(6.4)
Impairments of investments in group companies
17
0.8
Depreciation
-
Results from operating activities
42.1
Finance expenses
(13.1)
Exchange rates gains and losses
16.6
2.8
Net finance income (expense)
16,5
(10.3)
Profit before income tax
31.8
Income tax expense
15
2.5
Profit for the period
34.3
The accompanying notes are an integral part of the Annual Accounts for 2021
Statement of recognized income and expenses for the year 2021
Notes
31 December 2020
Profit for the period
34.3
Income from measurement of non-current financial investments
16.1
(33.5)
Tax impact from measurement of non-current financial investments
8.4
Total recognized income and expenses for the period
9.2
The accompanying notes are an integral part of the Annual Accounts for 2021
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 7
for the year ended 31 December 2021
Statement of cash flows for the year 2021
31 December 2021
31 December 2020
Cash flows from operating activities
Profit before tax
9.3
31.8
Adjustments:
(13.3)
(39.3)
Impairment losses
0.2
(0.8)
Dividends from subsidiaries
(15.6)
(7.6)
Share based payment plan revenue
(0.3)
(0.2)
Depreciation
0.1
-
Finance income
(7.6)
(7.7)
Finance expenses
11.5
13.1
Exchange gains/losses
(1.7)
(2.8)
Results from financial assets held for sale
-
(33.5)
Personnel expenses SOP
0.1
0.2
Changes in operating assets and liabilities
0.4
(1.4)
Trade and other receivables
2.6
0.8
Trade and other payables
(2.2)
(2.2)
Other cash flows from operating activities
10.5
(1.4)
Interest paid
(11.0)
(10.9)
Interest received
4.4
5.1
Other payments
-
(0.5)
Dividends received from subsidiaries
17.8
5.3
Income tax payment
(0.7)
(0.4)
Net cash provided by operating activities
6.9
(10.3)
Cash flows from investing activities
Increase in investments loans and borrowings with group companies
(68.2)
(71.8)
Proceeds from investment loans and borrowings with group
companies
68.8
39.4
Proceeds from other financial assets
-
75.5
Payments from investments in intangible assets
-
(0.1)
Net cash used in investing activities
0.6
43.0
Cash flows from financing activities
Proceeds from disposals of own shares (employees options)
0.5
-
Proceeds from debts with financial institutions
80.0
Proceeds from debt with group companies
4.8
Repayment of debt with financial institutions
(59.0)
(48.0)
Repayment of other debts
(18.5)
(4.8)
Net cash provided by/(used in) financing activities
(77.0)
32.0
Net change in cash and cash equivalents
(69.5)
64.7
Balance sheet change of cash and cash equivalents”
(69.5)
64.7
Cash and cash equivalents at the beginning of the period
74.2
9.5
Cash and cash equivalents as of the end of the period
4.7
74.2
The accompanying notes are an integral part of the Annual Accounts for 2021
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
Total statement of changes in equity for the year 2021
 
Share
capital
Share
premium
Legal
Reserve
Voluntary
Reserves
Treasury
shares
Profit or
loss for
the period
Other
Equity
instruments
Adjustment for
changes
in value
Total
Equity
Note 10.1
Note 10.6
Note 10.2
Note 10.2
Note 10.3
Note 11
Note 10.4
Note 10.5
As of 31 December 2019
22.0
237.3
1.5
33.6
(7.5)
25.8
(25.4)
18.4
305.7
Total recognised income and expense
-
-
-
-
-
34.3
-
(25.1)
9.2
Transactions on own shares and equity holdings (net)
-
-
-
-
1.0
-
2.0
-
3.0
Transfer of profit or loss to reserves
-
-
2.6
23.2
-
(25.8)
-
-
-
As of 31 December 2020
22.0
237.3
4.1
56.8
(6.5)
34.3
(23.4)
(6.7)
317.9
Total recognised income and expense
-
-
-
-
-
12.3
-
-
12.3
Transactions on own shares and equity holdings (net)
-
-
-
-
2.5
-
(1.9)
-
0.6
Transfer of profit or loss to reserves
-
-
0.3
34.0
-
(34.3)
-
-
-
As of 31 December 2021
22.0
237.3
4.4
90.8
(4.0)
12.3
(25.3)
(6.7)
330.8
The accompanying notes are an integral part of the Annual Accounts for 2021.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 9
for the year ended 31 December 2021
Notes to the Annual Accounts
1. General information
AmRest Holdings SE (“The Company”. “AmRest”) was incorporated in the Netherlands in October 2000 and since 2008
the Company operates as European Company (Societas Europaea. SE). The Company’s registered is Paseo de la
Castellana, 163 28046 Madrid, Spain.
The main activity of the Company is the subscription, possession, management and transfer of securities and shares of
other companies, with the exemption of those subject to specific regulations.
The Company is the parent of a group in the terms established in article 42 section 2 of the Commercial Code and
prepares its consolidated financial statements under IFRS. The Group operates Kentucky Fried Chicken (“KFC”), Pizza
Hut (“PH”), Burger King (“BK”) and Starbucks (“SBX”) restaurants through its subsidiaries in Poland, the Czech Republic
(hereinafter Czechia), Hungary, Slovakia, Russia, Serbia, Croatia, Bulgaria, Romania, Germany, France, Austria,
Slovenia and Spain, on the basis of franchise rights granted. Starting from 1 October 2016 the Group as a master-
franchisee has the right to grant a license to third parties to operate Pizza Hut Express and Pizza Hut Delivery
restaurants (sub-franchise) in countries of Central and Eastern Europe, while ensuring a certain share of restaurants
operated directly by AmRest. Pizza Hut restaurants acquired in France in May 2017, in Germany in July 2017 and in
Russia in June 2018 are operated both by AmRest and its sub-franchisees based on master-franchise agreements.
In Spain, Germany and Portugal the Group operates its own brands La Tagliatella. This business is based on own
restaurants and the franchise agreements signed with non-related companies. It is supported by the central kitchen
located in Spain which produces and delivers products to the whole network of the mentioned own brands. In China the
Group operates its own brand Blue Frog.
In 2018 the Group acquired the Bacoa and Sushi Shop brands, as a result of which it operates own and franchise
restaurants in Spain (Bacoa) and own and franchise Sushi Shop restaurants among the others in France, Belgium,
Spain, Switzerland, United Kingdom, Luxembourg, Italy, Portugal, United Arab Emirates and Saudi Arabia. Bacoa is a
Spanish premium burger chain, and Sushi Shop is the operator of the leading European chain of Japanese cuisine
restaurants.
Additionally, among own brands the Group operates virtual brands.
On 27 April 2005, the shares of AmRest Holdings SE were quoted for the first time on the Warsaw Stock Exchange
(“WSE”) and on 21 November 2018 were quoted on the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges,
through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil - SIBE).  Since 21 November 2018
Armrest’s shares have been quoted simultaneously on both above stock exchanges (dual listing).
As of 31 December 2021, FCapital Dutch B.V. is the largest shareholder of AmRest Holdings and held 67.05% of its
shares and voting rights. The parent entity of the Group on the top level is Grupo Finaccess.
These annual accounts have been prepared and approved by the Company’s Board of Directors on 28 February 2022.
The Board of Directors considers that the annual accounts for 2021 will be approved with no changes by the
shareholders at their annual general meeting.
Simultaneously, the Board of Directors has formulated the consolidated financial statements of AmRest Holdings SE and
its Subsidiaries for the financial year 2021, which show consolidated profit of Euros 35.4 million and consolidated Equity
of Euros 307.5 million (losses of Euros 183.7 million and 264.7 million, respectively for the financial year 2020).
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 10
for the year ended 31 December 2021
2. Basis of preparation
True and fair view
The Annual Accounts for 2021 have been prepared on the basis of the accounting records of AmRest Holdings SE by the
Company’s Board of Directors in accordance with current commercial legislation and with the rules established in the
General Accounting Plan approved by Royal Decree 1514/2007 and the modifications incorporated thereto, the last being
those incorporated by Royal Decree 1/2021, of 12 December, effective for fiscal years beginning on or after January 1,
2021, in order to give a true and fair view of the Company’s equity and financial position as of 31 December 2021 and
results of operations, changes in equity and cash flows for the year then ended 31 December 2021.
Critical aspects of the valuation and estimation of relevant uncertainties and judgments used in the application
of accounting principles.
In late 2019 a novel strain of coronavirus, COVID-19, was first detected and in March 2020, the World Health
Organization declared COVID-19 a global pandemic. Throughout 2020 and in 2021 COVID-19 has spread throughout
globally, including the countries where the subsidiaries of the Company operates. Most governments have been
implementing restrictions to reduce the spread of COVID-19. With the approvals of first vaccines at the end of 2020, the
governments deployed and started carrying out mass vaccination programs in 2021.
Visible results of the COVID-19 outbreak include the decrease in demand, the disruption or slowdown of supply chains
and an increase in economic uncertainty, increase of volatility in the price of assets, exchange rates. Possible results of
the pandemic include changes in the market environment, peoples behaviors and ways of living.
The Company is adapting to new local sanitary regulations, developing, and executing safety measures to protect
employees. The Company and its subsidiaries continues adapting the business model and sales channels, as well, the
quality of the services offered, that result in steady increase in sales levels.
The new variants of COVID-19 that have emerged during the year have had a lesser impact in the main economies
where the Company and its subsidiaries operates thanks to the progress in vaccination levels, which have enabled the
spread of the virus to be contained and the restrictions imposed by governments to be gradually relaxed, thus facilitating
greater mobility and social interaction. However, the evolution and impact has been uneven by geographic areas.
This gradual reopening of economies was reflected in the upward trend in AmRest's revenues and reflected in the higher
number of restaurants in operation from its subsidiaries, which stood at 99% at the end of 2021, compared to 92% at the
end of 2020. The sales performance of the Group controlled by the Company is also the result of the transformation work
being carried out in the Group, developing economies of scale thanks to the adoption of new distribution channels where
AmRest aims to offer its guests the same consumer experiences regardless of the distribution channel selected.
The Company maintains close communication with its financing banks and bondholders. In December 2021, after
assessing different funding alternatives, the Company has decided to sign an amendment to the existing credit facilities
and to extend the maturities. Based on the extended agreement, the repayments are scheduled on each 30 September
anniversary of the next three years and the remaining amount on 31 December 2024.
Based on the available information, facts, circumstances and uncertainties about the future, the Board of Directors have
prepared this standalone financial statements, under going concern principle.
The preparation of the Annual Accounts requires the Company to use certain estimates and judgments regarding the
future that are continually evaluated and based on historical experience and other factors, including expectations of future
events that are believed to be reasonable, under the circumstances.
The estimates and judgments more complex or with a higher impact in the carrying amounts of the assets and liabilities
are related to:
-The recoverability of the investments, and the corresponding valuation adjustments for the difference between the book
value and the recoverable amount. In the determination of the impairment estimate of these investments (always that
there are impairment evidences), the future cash flows expected to be generated by the investees are taken into account
using hypotheses based on the existing market conditions).
-Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation
model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most
appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and
making assumptions about them.
For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses
a finite difference method. The assumptions and models used for estimating fair value for share-based payment
transactions are disclosed.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 11
for the year ended 31 December 2021
Despite the fact that the estimates made by the Board of Directors of the Company were calculated based on the best
information available at 31 December 2021, it is possible that events which may occur in the future will make it necessary
to modify them in later financial years. The effect on the separated financial statements deriving from the adjustments
made in later financial years will be recorded prospectively.
Aggregation of items
To facilitate the understanding of the balance sheet and profit and loss account, some items of these statements are
presented in a grouped manner, with the required analyses presented in the corresponding notes of the report.
Comparative information
Each item of the balance sheet, the statement of profit and loss, the statement of changes in equity, the statement of
recognized income and expenses, the statement of cash flows, and the notes of the annual accounts present for
comparative purposes, the amounts from the previous financial year, which formed part of the annual accounts of the
financial year ended 31 December 2020, approved by the Shareholders on 18 May 2021.
Functional and presentation currency
The annual accounts are presented in euros, which is the functional and presentation currency of the Company.
Changes in Accounting principles
On 30 January 2021, the Government published in the Official State Gazette the Royal Decree 1/2021, of January 12, which
modifies the General Accounting Plan approved by the Royal Decree 1514/2007 from 16 November, the small and medium
sized companies accounting plan, the rules for the preparation of the consolidated annual accounts approved by the Royal
Decree 1159/2010 from 17 September, and the adaptation of the accounting plan to the entities without any lucrative sin
approved by the Royal Decree 1491/2011 from 24 October. Likewise, and as a consequence of the Royal Decree 1/2021, last
13 February 2021, it was published in the Official State Gazette the resolution of the Institute of Auditors and Censors (ICAC)
issuing the rules on the posting, valuation and preparation of the annual accounts for the recognition of revenue from the
delivery of goods and services (hereinafter referred to as the “Revenue Resolution”).
In accordance with section 1) of the First Transitional Provision of Royal Decree 1/2021, the Company has opted to apply the
new criteria, considering 1 January 2021 as the transition date, and the figures for 2020 included for comparative purposes in
the annual accounts for 2021 have not been adapted in accordance with the new criteria, without prejudice to the
reclassification of the previous year's financial instrument items to the new presentation in application of Transitional Provision
6, section 6 e).
The content of the aforementioned Royal Decree and Resolution has been applied in the annual accounts for the financial year
commencing on or after 1 January 2021.
The modifications mainly impact the classification of financial instruments explained in the note 3 Accounting policies of this
Annual Accounts.
On the date of initial application of Royal Decree 1/2021, 1 January 2021, the Company opted to apply the transitional provision
2 and include comparative information without restating the items for 2020 to show the balances for that year adjusted to the
new presentation criteria. Therefore, the Company has applied the new financial instrument categories in accordance with Royal
Decree 1/2021 for the year ended 31 December 2021, and has applied the new categories, for presentation purposes only, for
the comparative year ended 31 December 2020 and does not entail any change in the Company's equity.
The new standards do not have any material impact on the financial statements as of 31 December 2021 and 2020.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 12
for the year ended 31 December 2021
3. Accounting policies
3.1 FINANCIAL ASSETS
■
Financial assets at amortized cost:
There are included in this category those financial assets, even those admitted to negotiation in an organized market, in
which the Company has the investments with the purpose for obtaining cash flows from the execution of the contract, and
the contractual conditions from these financial assets give in determined dates cash flows that are the reimbursement of
the principal and interest from the remaining amounts.
The contractual cash flows that are only reimbursement of principal and interest from the remaining principal amount that
are implicit to an agreement that has the feature as a common loan without prejudice that the operation as a zero interest
or lower than the market stablishes.
This category includes credits for commercial operations and credits for non-commercial operations:
a) Credits for commercial operations are those financial assets that are originate in the sale of goods and the provision
of services for traffic operations of the company with deferred collection, and
b) Credits for non-commercial operations are those financial assets that, not being equity instruments or derivatives,
they have no commercial origin and whose collections are of a determined or determinable amount, which come from
loan operations or credit granted by the company.
Initial measurement
The assets recognized in this category are initially recognized at fair value, which will be equal to the fair value of the
consideration given, plus the transaction costs that are directly attributable to them.
However, credits for commercial operations with a maturity not exceeding one year and do not have an explicit
contractual interest rate, as well as loans to personnel, dividends receivable and disbursements required on Equity
instruments, whose amount is expected to be received in the short term, can be valued at its value nominal when the
effect of not updating the cash flows is not significant.
Subsequent measurement
Financial assets included in this category will be valued at their amortized cost. The accrued interest will be recorded
in the profit and loss account, applying the effective interest rate method.
However, credits maturing no more than one year, that, in accordance with the provided in the previous section, are
initially valued at their nominal value, they will continue being valued for said amount, unless they have impaired.
When the contractual cash flows of a financial asset change due to financial difficulties of the issuer, the company
will analyze whether it is appropriate to record an impairment loss.
Impairment
The necessary valuation corrections are made, at least at annual closing date, and whenever there is objective
evidence that the value of a financial asset, or of a group of financial assets with similar risk characteristics valued
collectively, has been impaired as a result of one or more events that have occurred after its initial recognition and
that cause a reduction or delay in future estimated cash flows, which may be motivated by the insolvency of the
debtor.
The impairment loss is calculated as the difference between net book value and the current value of future cash
flows, including, where appropriate, those from the execution of real and personal guarantees, which is estimated to
be generated, discounted at the effective interest rate calculated at the time of initial recognition.
Impairment losses adjustments, as well as their reversal when the amount of said loss decreases for reasons related
to a subsequent event, are recognized as an expense or income, respectively, in the profit and loss account. The
reversal of impairment is limited to the book value of the asset that would be recognized on the reversal date if the
impairment had not been recorded.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 13
for the year ended 31 December 2021
■
Financial assets at cost:
In this category are included the Investments in the equity of group, multi-group and associated companies.
Initial measurement
Investments included in this category will be initially valued at cost, which It will be equal to the fair value of the
consideration given plus the transaction costs that are directly attributable to them. The investments in group
companies will be valued at cost reduces by at least the correction amount of the impairments.
However, in cases where there is an investment prior to its classification as a group, multi-group or associated
company, the cost of said investment is the book value that it should have immediately before the company has such
qualification.
Part of the initial valuation is the amount of preferential subscription rights and the like that, if applicable, have been
acquired.
Subsequent measurement
Equity instruments included in this category will be valued at cost, minus, where appropriate, the accumulated
amount of the valuation corrections for impairment.
When value must be assigned to these assets due to derecognition or other reason, will apply the method of
weighted average cost by homogeneous groups, (values with equals rights) In the case of sale of preferential
subscription rights and the like or segregation of the same to exercise them, the amount of the cost of the rights will
decrease the book value of the respective assets. Said cost will be determined by applying some valuation formula
generally accepted.
Impairment
At least at year-end, the necessary valuation adjustments are made whenever there is objective evidence that the
book value of an investment will not be recoverable. The amount of the valuation adjustment is the difference
between its book value and the recoverable amount, understood as the higher amount between its fair value less
costs to sell and the present value of the future cash flows derived from the investment, which in the case of equity
instruments, it is calculated either by estimating what is expected to be received as a result of the distribution of
dividends made by the investee company and the disposal or derecognition of the investment therein, or by
estimating of its participation in the cash flows that are expected to be generated by the investee company, both from
its ordinary activities and from its disposal or derecognition.
Unless there is better evidence of the recoverable amount of investments in equity instruments, the estimate of the loss due
to impairment of this class of assets is calculated based on the equity of the investee and the tacit capital gains existing at
the valuation date, net of the tax effect. In determining this value, and provided that the investee company has in turn
invested in another, the equity included in the consolidated annual accounts prepared by applying the criteria of the Code of
Commerce and its implementing regulations is taken into account.
The recognition of valuation corrections for value impairment and, if applicable, their reversal, is recorded as an expense or
income, respectively, in the profit and loss account. The reversal of impairment is limited to the book value of the investment
that would be recognized on the reversal date if the impairment had not been recorded.
■
Interest and dividends received from financial assets:
Interest and dividends accrued on financial assets after acquisition shall be recognized as revenue. Interest shall be
accounted for using the effective interest rate method, while dividends shall be recognized when the equity holder’s
right to receive payment is established.
Upon initial measurement of financial assets, accrued explicit interest receivable at the measurement date shall be
recognized separately, based on maturity. Dividends declared by the pertinent body at the acquisition date shall also
be accounted for separately. “Explicit interest” is the interest obtained by applying the financial instrument’s
contractual interest rate.
If distributed dividends are clearly derived from profits generated prior to the acquisition date because the amounts
that have been distributed are higher than the profits generated by the investment since acquisition, the difference
shall be accounted for as a deduction in the carrying amount of the investment and shall not be recognized as
income.
3.2 EQUITY
The share capital is represented by ordinary shares. The costs of issuing new shares or options are presented
directly against equity, as lower reserves.
In the case of acquisition of the Company's own shares, the consideration paid, including any directly attributable
incremental cost, is deducted from equity until its cancellation, reissue or disposal. When these shares are
subsequently sold or reissued, any proceeds received, net of any directly attributable incremental transaction costs,
are included in equity.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 14
for the year ended 31 December 2021
3.3 FINANCIAL LIABILITIES
Financial liabilities, for the purposes of their valuation, will be included in one of the following categories:
■
Financial liabilities at amortized cost:
The company will classify all financial liabilities in this category except when must be valued at fair value with
changes in the profit and loss account.
In general, this category includes debits from operations commercial transactions and debits for non-commercial
operations:
a) Debits from commercial operations are those financial liabilities that are originate in the purchase of goods and
services for traffic operations of the company with deferred payment, and
b) Debits from non-commercial operations are those financial liabilities that, not being derivative instruments, they do
not have commercial origin, but come from loan or credit operations received by the company.
Initial measurement
The financial liabilities included in this category are initially valued at their fair value, which is the transaction price,
which is equivalent to the fair value of the consideration received, adjusted for the transaction costs that are directly
attributable to them.
However, debits for commercial operations with a maturity of no more than one year and that do not have a
contractual interest rate, as well as disbursements required by third parties on participations, the amount of which is
expected to be paid in the short term, are valued at their nominal value, when the effect of not updating the cash
flows is not significant.
Subsequent measurement
Financial liabilities included in this category are valued at their amortized cost. Accrued interest is recorded in the
profit and loss account, applying the effective interest rate method.
However, debts maturing in no more than one year that are initially valued at their nominal value continue to be
valued at that amount.
Derecognition of financial liabilities
The company will write off a financial liability, or part of it, when the obligation has extinguished; that is, when it has
been satisfied, canceled, or expired.
When the current conditions of a financial liability are substantially modified, it will be recorded the derecognition of
the original financial liability and the new financial liability that arises will be recognized.
In the case the modifications are not substantially different, the original financial liability will be not derecognized. Any
transactions cost or commission incurred will adjust the book value of the financial liability and the amortized cost of
the financial liability will be determined applying the effective interest rate that equals the book value of the financial
liability with the cash flows to be paid under the new conditions since the date of the modification.
For these purposes, the conditions of the contracts will be considered substantially different, among other cases,
when the present value of the cash flows of the new contract, including any commission paid, net of any commission
received, differs by at least ten percent of the present value of the remaining cash flows of the original contract,
restated both amounts at the effective interest rate of the latter.
3.4 CURRENT AND DEFFERED TAXES
The income tax comprises the current income tax and the income deferred tax.
Current and deferred tax are recognized as income or an expense and included in profit or loss for the year, except to the
extent that the tax arises from a transaction or event which is recognized, in the same or a different year. directly in equity,
or from a business combination.
Current tax assets and liabilities are valued for the amounts that are expected to be paid or recovered by the tax authorities,
using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
The Company as the representative of the tax group, and the Spanish subsidiaries file consolidated tax return.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into
account when determining the accrued income tax expense for the companies forming the consolidated tax group:
■
Temporary and permanent differences arising from the elimination of profits and losses on transactions between
Group companies, derived from the process of determining consolidated taxable income.
■
Deductions and credits corresponding to each company forming the consolidated tax group. For these purposes,
deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to
obtain the right to the deduction or tax credit.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 15
for the year ended 31 December 2021
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are
allocated to the company which recognized the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arise between the companies that contribute tax losses to the consolidated Group and the rest
of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated group companies,
these tax credits for loss carryforwards are recognized as deferred tax assets using the applicable recognition criteria,
considering the tax group as a taxable entity.
The Company records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables
(payables) from/to group companies and associates.
The amount of the debt (credit) relating to the subsidiaries is recognized with a credit (debit) to payables (receivables)
to/from group companies and associates.
Deferred tax liabilities are calculated according to the liability method, on the temporary differences that arise between the
tax bases of the assets and liabilities and their book values. However, if the deferred tax liabilities arise from the initial
recognition of a goodwill or an asset or a liability in a transaction other than a business combination that at the time of the
transaction does not affect either the accounting result or the taxable basis of the tax, they are not recognized.
Deferred tax assets are recognized to the extent that it is probable that future tax profits will be available to offset the
temporary differences. Deferred tax assets are recognized on temporary differences that arise in investments in
subsidiaries. associates and joint ventures, except in those cases in which the Company can control the timing of the
reversal of the temporary differences and it is also probable that these will not reverse in a foreseeable future.
The deferred tax assets and liabilities are determined by applying the regulations and tax rates approved or about to be
approved on the date of the balance sheet and which is expected to be applied when the corresponding deferred tax asset
is realized, or the deferred tax liability is settled.
3.5 SHARE BASE PAYMENTS TRANSACTIONS
Share-based payments and employee benefits recognition for the benefit plans of the Company’s employees
Share-based payments
The Company has both equity-settled share-based programs and cash-settled share-based programs.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to awarding fair value at the grant date.
The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (“vesting date”).
Cash-settled transactions
Cash-settled transactions have been accounted since 2014 as a result of a modification introduced to existing share-based
programs. Some programs were modified so that they may be settled in cash or in shares upon decision of a participant. As
a result, the Company re-measures the liability related to cash-settled transaction.
The liability is subsequently measured at its fair value at every balance sheet date and recognized to the extent that the
service vesting period has elapsed, with changes in liability valuation recognized in income statement. Cumulatively, at
least at the original grant date, the fair value of the equity instruments is recognized as an expense (share-based payment
expense).
At the date of settlement, the Company remeasures the liability to its fair value. The actual settlement method selected by
the employees, will dictate the accounting treatment:
If cash settlement is chosen, the payment reduces the fully recognized liability,
If the settlement is in shares, the balance of the liability is transferred to equity, being consideration for the shares granted.
Any previously recognized equity component shall remain within equity.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 16
for the year ended 31 December 2021
Recognition of the share-based plans correspondent to employees of other group companies
In the parent company books the operation represents a contribution to the subsidiary that is made effective through the
personnel service it receives in exchange for the equity instruments of the parent company the options delivered represents
in general a greater value of the investment that the parent company has in the equity of the subsidiary.
According to consultation nº2 of the BOICAC 97/2014 when the parent company sign settlement agreements (Share
transfer agreements) through which the parent company charge the intrinsic value of the cost of the agreement equivalent
to the market value of the shares delivered, it is considered that there are two separated operations:
- A non-genuine corporate operation of contribution of the parent company in the subsidiary that is registered as a higher
value of the investment according to consultation nº 7 of BOICAC Nº 75/2008;
- And a second corporate operation of distribution or recovery of the investment that is equivalent to difference between the
re-charge described above and the valuation of the options at grant date.
3.6 PROVISIONS AND CONTINGENCIES
Provisions are recognized when the Company has a present obligation, whether legal, contractual implicit or tacit, as
a result of past events, and it is probable that an outflow of resources will be necessary to settle the obligation and
the amount can be estimated reliably. Restructuring provisions include penalties for cancellation of the lease and
payments for dismissal to employees. No provisions are recognized for future operating losses.
Provisions are valued at the present value of the disbursements that are expected to be necessary to settle the
obligation using a pre-tax rate that reflects current market assessments of the time value of money and the specific
risks of the obligation. The adjustments in the provision due to its update are recognized as a financial expense as
they are accrued.
Provisions with maturity less than or equal to one year, with a non-significant financial effect, are not discounted.
When it is expected that part of the disbursement necessary to settle the provision is reimbursed by a third party, the
reimbursement is recognized as an independent asset, provided that its reception is practically certain. The
reimbursement is recognized as income in the income statement of the nature of the expenditure up to the amount of
the provision.
On the other hand, contingent liabilities are those possible obligations arising because of past events, the
materialization of which is conditional on the occurrence or non-occurrence of one or more future events independent
of the Company’s will.
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
3.7 REVENUES RECOGNITION
The amounts related to income derived from equity investments in group companies are an integral part of the net
amount of the turnover of a holding company. Based on the provisions of consultation B79C02 of the Institute of
Auditors and Censors of September 2009, therefore the result on the execution of stock option plan by employees,
interest and dividends received from subsidiaries are presented in the revenue of the Company.
- Interest income on financial assets measured at amortized cost is recognized using the effective interest method.
When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount by discounting
the estimated future cash flows at the instrument's original effective interest rate and continues to carry the discount
as a reduction of interest income. Interest income on impaired loans is recognized using the effective interest rate
method.
- Dividend income is recognized as income in the income statement when the right to receive payment is established,
provided that, since the date of acquisition, the investee or any group company in which the investee has an interest
has generated profits in excess of the equity being distributed. Notwithstanding the foregoing, if the dividends
distributed unequivocally arise from profits generated prior to the date of because amounts in excess of the profits
generated by the investee since acquisition have been distributed, they are not recognized as income and reduce the
carrying amount of the investment.
3.8 FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions have been translated to the functional currency using the spot exchange rate
applicable at the transaction date.
Monetary assets and liabilities denominated in foreign currencies have been translated to the functional currency at
the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the
exchange rate prevailing at the transaction date.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 17
for the year ended 31 December 2021
Non-monetary assets measured at fair value have been translated to the functional currency at the spot exchange
rate at the date that the fair value was determined. In the statement of cash flows. cash flows from foreign currency
transactions have been translated to Euros at the average exchange rate for the year.
The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is
recognized separately in the statement of cash flows as effect of exchange rate fluctuations.
Exchange gains and losses arising on the settlement of foreign currency transactions and on translation to the
functional currency of monetary assets and liabilities denominated in foreign currencies are recognized in profit or
loss.
3.9 TRANSACTIONS BETWEEN RELATED PARTIES
In general, transactions between group companies are initially accounted for at their fair value. If the agreed price
differs from its fair value, the difference is recorded according to the economic reality of the operation. The
subsequent evaluation is carried out in accordance with the provisions of the corresponding regulations.
The Company carries out all its operations with Group companies, entities and parties linked to market values. In
addition, the transfer prices are adequately supported, which is why the Company’s Board of Directors consider that
there are no significant risks in this respect from which future liabilities could arise.
4. Financial Risk Management
4.1 Financial risk factors
The Board of Directors of AmRest is responsible for the risk management system and the internal control system as
well as for reviewing these systems for operating efficiency. These systems help to identify and manage risks which
may prevent the execution of the long-term objectives of AmRest. However, having these systems in place does not
ensure complete elimination of the risk of fraud and violation of the law. The Board of Directors of AmRest is
permanently analyzing and reviewing risks to which the Group is exposed. The main current risks and threats have
been summarized in this section. AmRest reviews and improves its risk management and internal control systems on
an on-going basis.
- Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting from the inability to meet payment obligations in a
timely manner when they become due or from being unable to do so at a sustainable cost.
The Company is exposed to the risk to a lack of financing at the moment of maturity of the bank loans and bonds.
As of 31 December 2021, the Company has sufficient liquidity to fulfil its liabilities over the next 12 months.
The Company analyzes liquidity needs with particular focus on the maturity of debt and proactively investigates
various forms of financing that could be utilized as needed.
- Risk related to the COVID-19 and its implications for the economy and society
The COVID-19 pandemic has rapidly spread around the world. Most governments are taking constrain measures to
contain the spread, which include isolation, confinement, quarantine and restrictions to free movement of people and
closure of public and private facilities.
This situation is significantly affecting the global economy, including HORECA sector, and the AmRest Group is not
immune to this.
Visible results of the COVID-19 outbreak include the decrease in demand, the disruption or slowdown of supply
chains and a significant increase in economic uncertainty, increase of volatility in the price of assets, exchange rates
and a decrease in long term interest rates. Possible results of the COVID-19 outbreak may include changes in the
market environment, people behavior and ways of living.
The COVID-19 pandemic has a particularly negative impact on the restaurants sectors. The ban or significant
limitations in operation of restaurants resulted in a decrease in business activity and customer demand and
consequently decrease in revenues.
The Company as a parent of a group is closely monitoring the development of the situation and looks for the ways of
mitigating the impact of COVID-19 spread on the Group. In addition, the Company implemented additional measures
to mitigate the risk of infection among its employees, including in particular:
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 18
for the year ended 31 December 2021
■
Providing detailed instructions and guidelines on monitoring the health of the Group’s employees and the health
of Group’s customers.
■
Strengthening already stringent hygiene, cleaning and sanitation procedures and introducing contactless options
that protect both employees and guests in restaurants.
■
Providing the restaurant employees with additional personal protection and hygiene supplies.
■
Requesting to reduce the number of meetings as well as domestic and foreign business travel, and to use
teleconferencing and video-conferencing facilities to the largest extent possible, as well enabling remote work.
- Risks related to key personnel turnover in the Group and increasing labour costs
AmRest´s success depends, to some extent, on the individual effort of selected employees and key members of
management. The methods of remunerating and managing human resources developed by the Group help ensure a
low rotation of the key personnel. Additionally, the career planning system supports preparing successors ready to
execute tasks in key positions. In the event of turnover, a personnel replacement process will be triggered,
minimising to the fullest extent possible the adverse effect on business activities and the operating results of the
Group.
Excessive turnover of employees and too frequent changes in managerial positions may pose a significant risk to the
stability and quality of the business activities. Due to the fact that salaries in the HORECA sector are still relatively
lower than in other branches, there is a risk of the outflow of qualified staff. In this regard, the Company is constantly
evaluating the competitiveness of the remunerations offered to minimize the risk and to remain market competitive.
An additional risk in the employment area may be caused by fluctuations in the unemployment rate in a given market.
- Currency risk
The results of AmRest are exposed to currency risk related to transactions and exchanges into currencies other than
the currency in which business transactions are measured in the Company. The Company adjusts its currency
portfolio of debt to the geographical structure of its profile of activities. Additionally, AmRest uses forward contracts to
secure transaction risks on a short term basis.
- Risk of increased financial costs
AmRest and its subsidiaries are exposed to a certain extent to adverse impact of interest rate fluctuations in
connection with obtaining financing which bears floating interest rates and investing in assets bearing floating interest
rates. The interest rates of bank loans and borrowings and issued bonds are based on a combination of fixed and
floating reference rates which are updated over periods shorter than one year. Additionally, AmRest and its
subsidiaries may, as part of the interest rate hedging strategy, enter into derivative and other financial contracts,
where the valuation of which is significantly affected by the level of reference rates.
- Tax Risk
In the process of managing and making strategic decisions, which can affect the tax settlements, AmRest is exposed
to tax risk. In the event of irregularities occurring in tax settlements increase of the risk of dispute in the case of a
potential tax control. As part of minimising this risk, AmRest works to deepening the knowledge of its employees in
the area of tax risk management and compliance with respective to the legal requirements of the different countries
the Group is based in. The Company implements adequate procedures to facilitate the identification and subsequent
reduction or elimination of risks in the area of tax settlements. Moreover, in connection with frequent legislative
changes, the inconsistency of regulations, as well as differences in the interpretation of legal regulations, AmRest
uses professional tax advisory services and applies for binding interpretations of the tax law provisions. Current fiscal
supervisions are presented in Note 19 to the Standalone Financial Statements as of the year ended 31 December
2021.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 19
for the year ended 31 December 2021
5. Financial instruments
a) Analysis by categories:
The net book value of each one of the categories of financial assets established in the registration and valuation rule for
“Financial Instruments” except for investments in the equity of group is as follows:
Financial Assets:
Non-current Financial assets
Categories 2021
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
178.6
Total
-
-
178.6
Current Financial assets
Categories 2021
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
-
-
78.7
Total
-
-
78.7
Non-current Financial assets
Categories 2020
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
257.0
Total
-
-
257.0
Current Financial assets
Categories 2020
Equity
Instruments
Debt Securities
Credits and Other
Financial Assets at Amortized Cost
-
-
51.5
Total
-
-
51.5
Financial Liablities:
Non-current Financial liabilities
Categories 2021
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
262.6
35.5
-
Total
262.6
35.5
-
Current Financial liabilities
Categories 2021
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
28.6
48.0
3.3
Total
28.6
48.0
3.3
Non-current Financial liabilities
Categories 2020
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
322.3
77.5
-
Total
322.3
77.5
-
Current Financial liabilities
Categories 2020
Debts with Financial
Institutions
Bonds and other
negotiable securities
Derivatives and others
Financial liabilities at Amortized Cost
28.5
25.1
5.4
Total
28.5
25.1
5.4
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 20
for the year ended 31 December 2021
Analysis by Maturities:
As of 31 December 2021 and 2020, the amounts of financial instruments with a determined or determinable maturity
classified by year of maturity are the following:
Financial Assets:
2021
2022
2023
2024
2025
Following
years
Total
Loans to group companies
75.3
97.3
45.6
1.0
34.6
253.8
Non-current financial investments
-
-
-
-
.0,1
0.1
Trade and other receivables
2.1
-
-
-
-
2.1
Other financial assets with group companies
1.2
-
-
-
-
1.2
Other current assets
0.1
-
-
-
-
0.1
Total
78.7
97.3
45.6
1.0
34.7
257.3
2020
2021
2022
2023
2024
Following
years
Total
Loans to group companies
45.8
122.6
112.4
13.4
8.5
302.7
Non-current financial investments
-
-
-
-
0.1
0.1
Trade and other receivables
2.2
-
-
-
-
2.2
Other financial assets with group companies
3.4
-
-
-
-
3.4
Other current assets
0.1
-
-
-
-
0.1
51.5
122.6
112.4
13.4
8.6
308.5
Financial Liabilities
2021
2022
2023
2024
2025
Following years
Total
Debts with financial Institutions
28.6
27.9
234.7
-
-
291.2
Other debts and payables
48.0
-
35.5
-
-
83.5
Debts with group companies
1.6
-
-
-
-
1.6
Trade and other payables
1.7
-
-
-
-
1.7
Total
79.9
27.9
270.2
-
-
378.0
2020
2021
2022
2023
2024
Following years
Total
Debts with financial Institutions
28.5
322.3
-
-
-
350.8
Other debts and payables
25.1
47.0
-
30.5
-
102.6
Debts with group companies
1.7
-
-
-
-
1.7
Trade and other payables
3.7
-
-
-
-
3.7
Total
59.0
369.3
-
30.5
-
458.8
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 21
for the year ended 31 December 2021
6. Investments in group companies
The value of the shares owned by the Company in its subsidiaries as of 31 December 2021 and 2020 is as follow:
31 December 2021
31 December 2020
Interest
ownership
Value
of Shares
Interest
ownership
Value of Shares
Dividends
received
in 2021
Dividends
received
in 2020
AmRest Sp. z o.o. (Poland)
100%
264.4
100%
219.6
-
-
AmRest China Group PTE Ltd. (China)
100%
40.5
100%
40.5
-
-
AmRest s.r.o. (Czechia)
100%
7.1
100%
6.9
15.6
7.6
AmRest France SAS (France)
100%
58.8
100%
58.7
-
-
AmRest HK Ltd
100%
-
100%
-
-
-
AmRest FSVC LLC
100%
-
100%
-
-
-
AmRest EOOD (Bulgaria)
100%
4.1
100%
4.1
-
-
AmRest Acquisition Subsidiary (Malta)
100%
61.0
100%
60.9
-
-
AmRest Global
100%
5.9
100%
-
-
-
AmRest Food SRL
-
-
1%
0.1
-
-
441.8
390.8
The movement of the equity instruments in group companies as of 31 December 2021 is as follow:
31 December 2020
Increase
Decrease
Share-base
options
31 December 2021
Cost
AmRest Sp. z o.o. (Poland)
219.6
46.0
-
(1.2)
264.4
AmRest China Group PTE Ltd. (China)
40.5
-
-
-
40.5
AmRest s.r.o. (Czechia)
6.9
-
-
0.2
7.1
AmRest France SAS
58.7
-
0.1
58.8
AmRest HK Ltd
5.2
-
-
-
5.2
AmRest FSVC LLC
10.3
-
(10.3)
-
-
AmRest EOOD (Bulgaria)
4.1
-
-
0.1
4.2
AmRest Acquisition Subsidiary (Malta)
60.9
0.1
-
-
61.0
AmRest Global
-
5.7
-
0.1
5.8
AmRest Food SL SRL
0.1
-
(0.1)
-
-
406.3
51.8
(10.4)
(0.7)
447.0
Impairment
-
AmRest HK Ltd
(5.2)
-
-
-
(5.2)
AmRest FSVC LLC
(10.3)
-
10.3
-
-
AmRest EOOD (Bulgaria)
-
-
-
-
-
(15.5)
-
10.3
-
(5.2)
Total Equity instruments in Group
companies
390.8
51.8
(0.1)
(0.7)
441.8
− On March 2021 were signed capital increases resolutions in the entity AmRest Acquisition Subsidiary by a total
amount of EUR 0.1 million.
− On April 2021, the entity AmRest FSVC LLC has been liquidated, the total value of the investment was fully
impaired at the date of the liquidation.
− On April 2021, were signed capital increases resolutions in the entity AmRest Sp. Z.o.o. by a total amount of EUR
46.0 million.
− On December 2021, was signed a shareholder’s contribution in order to capitalize the loans keep between The
Company and AmRest Global by a total amount of EUR 5.7 million.
− On September 2021, was signed the sale of the Shares that The Company had of AmRest Food SRL.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 22
for the year ended 31 December 2021
− The value of investment of some subsidiaries was affected by the valuation of share-based options within SOP and
MIP. The total capitalized cost of share option plans in 2021 equals EUR 0.5 million and it is presented in the table
below. In the column decrease are presented the cost of exercised and forfeited options. The details by subsidiaries
for the year ended as of 31 December 2021 is presented below:
Increase
Decrease
Cost
AmRest Sp. z o.o. (Poland)
(1.2)
Amrest SRO (Czechia)
0.2
AmRest France SAS
0.1
AmRest EOOD (Bulgaria)
0.1
AmRest Global
0.1
0.5
(1.2)
The movement of the equity instruments in group companies as of 31 December 2020 is as follow:
31 December 2019
Increase
Decrease
Share-base
options
31 December 2020
Cost
AmRest Sp. z o.o. (Poland)
217.3
-
-
2.3
219.6
AmRest China Group PTE Ltd. (China)
40.4
0.1
-
-
40.5
AmRest s.r.o. (Czechia)
6.7
-
-
0.2
6.9
AmRest France SAS
58.5
-
-
0.2
58.7
AmRest HK Ltd
5.2
-
-
-
5.2
AmRest FSVC LLC
10.5
0.8
(1.0)
10.3
AmRest EOOD (Bulgaria)
4.1
-
-
-
4.1
AmRest Acquisition Subsidiary (Malta)
60.8
0.1
-
-
60.9
AmRest Food SL SRL
-
-
-
0.1
0.1
403.5
1.0
-
1.8
406.3
-
-
Impairment
-
AmRest HK Ltd
(5.2)
-
-
-
(5.2)
AmRest FSVC LLC
(10.5)
(0.8)
1.0
-
(10.3)
AmRest EOOD (Bulgaria)
(0.6)
-
0.6
-
-
(16.3)
(0.8)
1.6
-
(15.5)
Total Equity instruments in Group
companies
387.2
0.2
1.6
1.8
390.8
− On June 2020 AmRest Holdings SE increase capital in its subsidiary AmRest China Group PTE Ltd. (China) by
EUR 0.1 million
− On May and June 2020 were signed capital increases resolutions in the entity AmRest Acquisition Subsidiary by a
total amount of EUR 0.1 million.
− During the year 2020 the Company passed several capital increases resolutions in the entity AmRest FSVC LLC up
to an amount of EUR 0.8 million. The total amount of these capital increases was impaired as of 31 December 2020.
The value of investment of some subsidiaries was affected by the valuation of share-based options within SOP and
MIP. The total capitalized cost of share option plans in 2020 equals EUR 1.8 million and it is presented in the table
below. In the column decrease are presented the cost of exercised options. The details by subsidiaries for the year
ended as of 31 December 2020 is presented below:
Increase
Decrease
Cost
AmRest Sp. z o.o. (Poland)
2.3
-
Amrest SRO (Czechia)
0.2
-
AmRest France SAS
0.2
-
AmRest Food SL SRL
0.1
-
AmRest FSVC LLC
-
(1.0)
2.8
(1.0)
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report 23
for the year ended 31 December 2021
Impairment test of Equity Investment in group companies:
To estimate the potential impairment of the Company's investments in group companies and given that the fair value
of these investments is not traded in an active market, this is determined using valuation techniques. The Company
uses judgment to select a variety of methods and make assumptions that are based primarily on market conditions
existing at the balance sheet date.
The Company considers that there are indications of impairment in its investees if the net book value of the
investment exceeds the theoretical book value of the equity of the investee. Additionally, other considerations
decrease in the activity of the investees or other situations that could indicate signs of deterioration in the companies.
As of 31 December 2021, the Company identified impairment indicators for its investments in AmRest Acquisition
Subsidiary (owner of the Russian Business), AmRest HK Ltd, and AmRest Global.
-The hypothesis considered in the impairment testing of AmRest Acquisition Subsidiary considered an average
EBITDA Margin of 13,20% and a pre-tax rate of 11,53%. And growth rate in the terminal value of 3,82% have been
taken into account until 2026.
The company carried out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examined
the impact of changes in:
discount rate applied,
weighted average budgeted EBITDA margin,
growth rate for residual value,
sales revenues increases,
assuming other factors remain unchanged.
The objective of such a sensitivity analysis is to determine if reasonable possible changes in the main financial
assumptions would lead to an impairment loss being recognized.
For discount rate, growth rate, weighted average budgeted EBITDA margin, a reasonable possible change was
determined as 10% of the input data, applicable for particular unit. Consequently, each impairment test has a
different level of a reasonable change in inputs, which can be determined by multiplying the base input data used in
the impairment test described before by 10%.
Additionally the Company performed sensitivity analysis on the expected changes in sales revenues recognition. In
that case the Company determines reasonable change individually for each business tested. Usually this is in a
range of 1-5% decrease of estimated sales revenues in each year of projection.
Based on the sensitivity analysis performed a reasonably possible change in any of the key assumptions used would
not lead to recognition of impairment losses i.e. carrying amount would not exceed the recoverable amount.
-The investment in the entity AmRest HK Ltd (China) is fully impaired as it is a dormant entity the Company does not
expect to reactivate.
-The entity AmRest Global started its operation during the fiscal year 2021 and based on the projections and
business model the Board of Directors of the Company considers the value of this investment will be recoverable in
the future.
As of 31 December 2020 the Company identified impairment indicators for its investments in AmRest EOOD
(Bulgaria), and AmRest HK Ltd (China) and AmRest FSVC LLC. For the companies of the Group AmRest HK Ltd
(China) and AmRest FSVC LLC no impairment test was performed, as both were dormant, and the Company did
not expect to reactivate them.
In relation to in AmRest EOOD (Bulgaria) the company has performed an impairment test which led to a reversal on
the impairment from previous periods of Eur 0.6 million.
The hypothesis considered in the impairment testing of AmRest EOOD (Bulgaria) considered an average EBITDA
Margin of 17,63% and a pre-tax rate of 9,1%. And growth rate in the terminal value of 2,20%
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
24
The Details of the main subsidiaries of the group are presented below:
Company name
Registered office
2021
2020
Holding activity
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Operating
result
Dividends
distributed
AmRest TAG S.L.U.
Madrid Spain
265.5
(4.5)
(2.6)
-
265.9
(14.0)
(13.0)
-
AmRest China Group PTE Ltd
Singapore
23.8
8.3
12.6
-
13.4
3.7
5.9
-
Sushi Shop Group SAS
Paris France
163.3
3.4
2.2
-
167.3
(1.2)
1.2
-
AmRest France SAS
Paris France
37.7
(20.6)
0.1
-
58.3
0.1
0.1
-
Sushi Shop Management SAS
Paris France
3.1
7.7
9.3
-
(5.0)
2.9
3.9
-
Sushi Shop Belgique SA
Bruxelles Belgium
(2.6)
1.6
1.5
-
(1.4)
(1.1)
(1.1)
-
Sushi Shop Holding USA LLC
Dover Kent USA
-
-
-
-
(0.1)
-
-
-
Sushi Shop Luxembourg SARL
Luxembourg
3.5
-
-
-
3.6
(0.0)
(0.0)
-
Sushi Shop Switzerland SA
Fribourg Switzerland
3.0
(0.4)
(0.4)
-
2.9
(0.1)
(0.0)
-
Restaurant, franchise and master-franchise activity
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Operating
result
Dividends
distributed
AmRest Sp. z o.o.
Wroclaw Poland
397.4
30.5
28.6
-
323.8
(36.1)
(11)
-
AmRest s.r.o.
Prague Czechia
20.3
12.0
16.9
18.0
22.4
3.9
7.1
(7.6)
AmRest Kft
Budapest Hungary
31.1
10.7
11.1
19.2
40.1
0.2
0.6
-
AmRest Coffee Sp. z o.o.
Wroclaw Poland
1.5
(3.1)
(2.7)
-
1.0
(6.8)
(6.8)
-
AmRest EOOD
Sofia Bulgaria
4.9
1.2
1.4
-
3.7
0.3
0.4
-
OOO AmRest
Saint Petersburg Russia
71.1
12.8
17.4
-
58.3
1.5
2.9
-
AmRest Coffee s.r.o.
Prague Czechia
22.4
2.9
2.8
-
18.4
(1.3)
(1.4)
-
AmRest Kávézó Kft
Budapest Hungary
3.6
0.6
0.7
-
2.1
(2.5)
(2.5)
-
AmRest d.o.o.
Belgrade Serbia
2.6
0.8
1.0
-
-
-
-
-
Restauravia Food S.L.U.
Madrid Spain
11.2
(1.7)
(3.0)
-
13.3
(8.0)
(9.7)
-
Pastificio Service S.L.U.
Madrid Spain
25.6
6.1
20.4
-
18.8
(14.6)
(4.6)
-
AmRest Adria d.o.o.
Zagreb Croatia
1.9
0.9
1.0
-
0.9
3.8
0.2
-
AmRest GmbH
Cologne Germany
(13.5)
(0.3)
-
-
(13.2)
(0.3)
0.0
-
AmRest SAS
Lyon France
(3.9)
(0.8)
(0.8)
-
(3.1)
(2.1)
(2.1)
-
Frog King Food&Beverage Management Ltd
Shanghai China
1.3
(0.6)
(0.3)
-
1.7
(0.4)
(0.5)
-
Blue Frog Food&Beverage Management Ltd
Shanghai China
31.8
8.6
11.9
-
20.6
4.6
6.4
-
Shanghai Kabb Western Restaurant Ltd
Shanghai China
(1.9)
0.1
0.1
-
(1.8)
(0.1)
(0.1)
-
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
25
Company name
Registered office
2021
2020
Restaurant, franchise and master-franchise activity
Total Equity
Net result
Operating
result
Dividends
distributed
Total
Equity
Net
result
Operating result
Dividends
distributed
AmRest Skyline GMBH
Cologne Germany
(1.5)
(1.1)
(1.1)
-
(1.0)
(0.9)
(0.9)
-
Kai Zhen Food and Beverage Management (Shanghai) Ltd
Shanghai China
-
(0.2)
(0.2)
-
0.5
0.1
0.1
-
AmRest Coffee EOOD
Sofia Bulgaria
3.3
0.7
0.8
-
2.7
0.0
0.0
-
AmRest Coffee S.r.l.
Bucharest Romania
12.4
1.9
2.2
-
10.6
(1.8)
(1.9)
-
AmRest Coffee Deutschland
Munich Germany
14.7
(5.7)
(6.8)
-
(26.2)
(31.5)
(30.6)
-
AmRest DE Sp. z o.o. & Co. KG
Berlin Germany
5.9
(3.5)
(2.6)
-
(37.0)
(14.3)
(13.1)
-
The Grill Concept S.L.U.
Madrid Spain
(0.9)
(2.6)
(0.8)
-
(2.2)
(3.3)
(4.4)
-
Kai Fu Food and Beverage Management (Shanghai) Co. Ltd
Shanghai China
0.1
0.2
0.2
-
(0.1)
0.1
0.1
-
LTP La Tagliatella Portugal Lda
Lisbon Portugal
(2.0)
(2.1)
(2.0)
-
0.1
(1.2)
(1.1)
-
AmRest Topco France SAS
Paris France
(12.7)
(17.5)
0.8
-
2.2
0.4
1.1
-
AmRest Delco France SAS
Paris France
(7.0)
(3.5)
(3.6)
-
0.1
(4.0)
(3.2)
-
AmRest Opco SAS 3
Paris France
39.5
0.4
1.6
-
46.0
(14.7)
(6.9)
-
OOO Chicken Yug
Saint PetersburgRussia
8.8
(0.4
(0.8)
-
9.0
1.2
1.2
-
OOO Pizza Company 5
Saint PetersburgRussia
(11.4)
(2.6)
(2.2)
-
(7.0)
(5.9)
(4.4)
-
AmRest SK s.r.o.
Bratislava Slovakia
(1.0)
(0.6)
(0.6)
-
(0.4)
(0.7)
(0.7)
-
AmRest Pizza GmbH
Munich Germany
-
-
(0.4)
-
0.2
-
(2.3)
-
Black Rice S.L.U.
Madrid Spain
0.1
(0.4)
(0.5)
-
0.2
(1.4)
(1.8)
-
Bacoa Holding S.L.U.
Madrid Spain
0.6
(0.6)
(0.4)
-
0.8
(0.5)
(0.7)
-
Sushi Shop Restauration SAS *
Paris France
3.3
4.2
3.5
-
9.8
(4.7)
(3.7)
-
Sushi House SA
Luxembourg
(4.9)
-
(0.1)
-
(4.9)
(0.8)
(0.8)
-
Sushi Shop London Pvt LTD
London UK
(2.4)
(0.5)
(0.5)
-
(2.5)
0.4
0.4
-
Sushi Shop Louise SA
Bruxelles Belgium
0.4
1.0
1.0
-
1.1
(0.7)
(0.7)
-
Sushi Shop UK Pvt LTD
Charing UK
(1.4)
(0.9)
(0.9)
-
(1.3)
(0.1)
(0.1)
-
Sushi Shop Anvers SA
Bruxelles Belgium
(0.5)
-
-
-
(2.2)
1.7
(0.1)
-
Sushi Shop Geneve SA
Geneva Switzerland
0.5
0.2
0.2
-
0.7
(0.3)
(0.2)
-
Sushi Shop Lausanne SARL
Lasanne Switzerland
1.3
(1.0)
(1.2)
-
0.7
0.5
0.6
-
Sushi Shop Madrid S.L. 7
Madrid Spain
3.8
0.9
0.8
-
(0.6)
(2.4)
(2.4)
-
Sushi Shop Milan SARL
Milan Italy
(0.4)
(0.1)
(0.1)
-
(0.3)
(0.2)
(0.1)
-
Sushi Shop NE USA LLC
New York USA
-
-
-
-
(1.1)
-
-
-
Sushi Shop Zurich GMBH
Zurich Switzerland
(1.7)
(0.2)
(0.2)
-
(1.5)
(0.3)
(0.3)
-
Sushi Shop Nyon SARL
Nyon Switzerland
0.4
(0.4)
(0.5)
-
0.2
0.2
0.2
-
Sushi Shop NL B.V.
Amsterdam Netherlands
-
-
-
-
(0.5)
0.6
(0.4)
-
AmRest AT GmbH
Austria
(1.0)
01
0.1
-
-
-
-
-
Sushi Shop Vevey SARL
France
(0.2)
0.5
0.5
-
-
-
-
-
Sushi Shop Fribourg SARL
France
(0.4)
0.2
0.2
-
-
-
-
-
Sushi Shop Yverdon SARLFrance
France
(0.3)
-
-
-
-
-
-
-
Sushi Shop Morges SARL
France
-
0.2
0.2
-
-
-
-
-
AmRest Food Srl.
Romania
(0.4)
(2.2)
(1.1)
-
-
-
-
-
AmRest Coffee SK s.r.o.
Slovakia
1.2
0.5
0.5
-
-
-
-
-
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
26
Company name
Registered office
2021
2020
Financial services and others for the Group
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Dividends
distributed
AmRest LLC
Wilmington, USA
(0.5)
-
-
-
(1.5)
(0.3)
-
AmRest Work Sp. z o.o.
Wroclaw Poland
1.3
0.1
0.1
-
0.2
0.2
-
La Tagliatella International Kft
0.1
-
-
-
(0.5)
0.6
-
La Tagliatella SAS
Lyon France
(0.2)
(01)
(0.1)
-
(1.5)
(0.3)
-
AmRest FSVC LLC
Wilmington USA
-
-
-
-
0.2
0.2
-
AmRest Kaffee Sp. z o.o.
Wroclaw Poland
15.8
(3.7)
(0.1)
-
(0.5)
0.6
-
AmRest Franchise Sp. z o.o.
Wroclaw Poland
(2.7)
3.1
(3.2)
0.5
(1.5)
(0.3)
-
Supply services for restaurants operated by the Group
Total Equity
Net result
Operating
result
Dividends
distributed
Total Equity
Net result
Dividends
distributed
SCM Sp. z o.o.
Warsaw Poland
23.7
14.6
18.2
12
4.6
2.9
(1.2)
Above data were derived from local documentation of AmRest Group in accordance with local GAAPS in each country. In some countries local audits for 2021 have not finalized.
(note 17)
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
18
7. Financial Assets at amortized cost
As of 31 December 2021 and 2020 the financial assets at amortized cost were composed as followed:
31 December 2021
31 December 2020
Non current
Loans to group companies
178.5
256.9
Non-current financial investments
0.1
0.1
178.6
257.0
Current
Trade and other receivables
2.1
2.2
Loans to group companies
75.3
45.8
Other financial assets with group companies
1.2
3.4
Other current assets
0.1
0.1
78.7
51.5
-Loans to group companies:
The Company grants loans to group companies at variable interest rates in the range of 2.3%-5.5% plus 3-months
Euribor/Libor margin, with maturities starting in 2021 (note 5).
The Company considers that there are indications of impairment in the financial assets if the financial credits to the Group
companies and the amount of the investment exceeds the theoretical book value of the equity of the group company or if
the credits has allocated impairments from previous periods.
To estimate the potential impairment of the credits to group companies, this is determined using valuation techniques.
The Company uses judgment to select a variety of methods and make assumptions that are based primarily on market
conditions existing at the balance sheet date.
The total amount of loans with the entity AmRest HK are fully impaired as it is a dormant entity the Company does not
expect to reactivate. During the year 2021, the Company registered an Impairment loss of EUR 0.2 million (note 17).
Based on the analysis performed the company did not recognize additional impairment loss associated to loans to given
to group companies.
-Non-current financial assets:
Under this category are booked the rent deposits related to lease agreements.
-Other current financial assets with group companies
Include mostly the balances originated due to the accounting of the reciprocal balances originated due to the accounting
of the income tax under the consolidated tax regimen.
-Other current assets
Are composed by prepaid expenses.
-Trade receivables:
As of 31 December 2021 and 2020 the trade and other receivables were composed as follows (note 5):
31 December 2021
31 December 2020
Trade and other receivables with third parties
0.3
1.0
Trade and other receivables with group companies
3.6
3.0
Impairment on other accounts receivables with group companies
(1.8)
(1.8)
Total Trade and other receivables
2.1
2.2
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
19
The analysis of the movements of the impairment losses deriving from the credit risk of financial assets recorded at
amortized cost is as follows:
Year ended
31 December 2021
31 December 2020
Balance at the beginning of the year
(1.8)
(1.8)
Increase
-
-
Decrease
-
-
Balance at the end of the financial year
(1.8)
(1.8)
The accounting values of the financial assets at amortized cost as of 31 December 2021and 2020 are denominated in the
following currencies:
2021
Millions of foreign currency
Denominated
in PLN
Denominated
in CZK
Denominated
in USD
Assets foreign currency
Total non-current assets foreign currency
-
-
-
Total current assets foreign currency
-
-
9.1
Total assets foreign currency
-
-
9.1
2020
Millions of foreign currency
Denominated
in PLN
Denominated
in CZK
Denominated
in USD
Assets foreign currency
Total non-current assets foreign currency
-
-
15.9
Total current assets foreign currency
0.4
60.0
1.4
Total assets foreign currency
0.4
60.0
17.3
8. Financial assets at cost
In this item are classified the Investments in Group Companies (see details in note 6).
9. Cash and cash and equivalents
Cash and cash equivalents as of 31 December 2021 and 2020 are presented in the table below:
31 December 2021
31 December 2020
Cash at bank
4.7
74.2
4.7
74.2
10. Equity
10.1 Share Capital
Since 27 April 2005, the shares of AmRest Holdings SE were listed on the Warsaw Stock Exchange (“WSE”) and since
21 November 2018 on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.
There were no changes in share capital of the Company during the years 2021 and 2020.
As of 31 December 2021 and 2020 the Company has 219.554.183 shares issued.
Share capital consists of ordinary shares. All shares issued are subscribed and fully paid. The par value of each share is
0.1 EUR.
Holders of ordinary shares are authorized to receive dividends and have voting rights at the Company’s General
Shareholders’ Meetings proportionate to their holdings.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
20
There are no shares committed to be issued under options, employee share schemes and contracts for the sale of
shares.
To the best of AmRest’s knowledge as of 31 December 2021 AmRest Holdings had the following shareholder structure:
Shareholder
Number of shares and votes at the
Shareholders’ meeting
% of shares and votes at the
Shareholders’ meeting
FCapital Dutch B. V.*
147 203 760
67.05%
Artal International S.C.A.
11 366 102
5.18%
Nationale-Nederlanden OFE
9 358 214
4.26%
Aviva OFE
6 843 700
3.12%
Other Shareholders
44 782 407
20.40%
* FCapital Dutch B. V. is the sole shareholder of FCapital Lux (holding directly 56 509 547 AmRest shares) and the subsidiary of Finaccess
Capital, S.A. de C.V. Grupo Finaccess SAPI de CV is the direct majority shareholder of Finaccess Capital, S.A. de C.V. and a subsidiary of
Grupo Far-Luca, S.A. de C.V. The direct majority shareholder of Grupo Far-Luca, S.A. de C.V., Mr. Carlos Fernández González, is a member of
AmRest’s Board of Directors.
10.2 Reserves
The composition of reserves as of 31 December 2021 and 2020 is as follows:
31 December 2021
31 December 2020
Voluntary Reserves
90.8
56.8
Legal reserves
4.1
4.1
95.2
60.9
The legal reserves have been accrued according to article 274 of the Capital Companies Law which stablishes that, in
any case, an amount of 10% of the profit of the period shall be distributed to legal reserves until it reaches, at least, 20%
of the share capital.
It can’t be distributed and in case it is used to compensate losses, because there are not other reserves available for it,
the reserve has to be replaced with future profits.
As of 31 December 2021, the company has fully endowed this reserve with the minimum limited established. As of
December 31, 2020, the Company has not fully endowed this reserve with the minimum limit established by the
Consolidated Text of the Capital Companies Law.
10.3 Treasury shares
The Company usually acquires treasury shares for the purpose of the execution of the stock option plan of the employees
on Warsaw Stock Exchange in Poland, that is why the price of the share is denominated in PLN.
As of 31 December 2021, AmRest held 371.416 own shares representing 0.1692 % of the share capital (623,461 shares
in 2020).
During 2021 and 2020, AmRest Holdings SE did not purchase any own shares.
The movement of treasury shares for the stock option plan is as follows:
YEAR ENDED
31 December 2021
31 December 2020
Initial Balance
(6.5)
(7.5)
Acquisition of own shares
-
-
Delivery of shares for the stock option plan
2.5
1.0
Ending Balance
(4.0)
(6.5)
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
21
10.4 Other equity instruments
In the item of the balance sheet other equity instruments, it is registered the provision of the stock option plan for the
employees recognized under the equity settlement method.
The movement of the accrual for the equity instruments of the stock option plan is as follow:
YEAR ENDED
31 December 2021
31 December 2020
Initial Balance
(23.4)
(25.4)
Equity share base plans accrual
0.5
2.8
Settlement of cash-settled plans in shares (accrued costs)
0.6
0.1
Delivery of shares for the stock option plan
(2.5)
(1.0)
Proceeds from shares transfers (employee’s options)
(0.5)
0.1
Ending Balance
(25.3)
(23.4)
10.5 Adjustments for changes in value
The balance of the adjustments for changes in value is as follow:
31 December 2021
31 December 2020
Currency translation reserve
(6.7)
(6.7)
Adjustments for changes in value
(6.7)
(6.7)
In the item currency translation reserve is registered the result of the change of the functional and presentation currency
from PLN to EUR.
10.6 Share premium
This reserve is unrestricted up to the amount which, as a result of its distribution, means that the equity is not less than
the share capital.
This item reflects the surplus over the nominal value of the share capital increase and additional contributions to equity
without issue of shares made by shareholders prior to becoming a public entity.
There were no transactions within share premium in 2021 and 2020.
11. Distribution of profit
The Board of Directors propose the following distribution of profits for the year ended 31 December 2021 and the
shareholders approved the following to 31 December 2020.
YEAR ENDED
31 December 2021
31 December 2020
Basis of Distribution
Profit and loss for the period in EUR
12 273 853.28
34 276 638.79
Distribution
Legal Reserve in EUR
-
347 301.91
Voluntary Reserves in EUR
12 273 853.28
33 929 336.88
12 273 853.28
34 276 638.79
Dividends have not been distributed during the 12 months ended 31 December 2021 and 2020.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
22
Details of non-distributable reserves as of 31 December 2021 and 2020 are as follows:
31 December 2021
31 December 2020
Legal reserve
4.4
4.1
The Company’s freely distributable reserves, as well as the results of the period, are nonetheless subject to legal limits.
Dividends may not be distributed if equity would be less than share capital as a result. In any case, at 31 December
2021, Voluntary Reserves and Share Premium are totally distributable.
12. Financial liabilities at amortized cost
As of 31 December 2021 and 2020 the financial assets at amortized cost were composed as followed:
31 December 2021
31 December 2020
Non current
Loans and borrowings from financial institutions
262.6
322.3
Other financial liabilities
35.5
77.5
298.1
399.8
Current
Loans and borrowings from financial institutions
28.6
28.5
Other financial liabilities
48.0
25.1
Debts with group companies
1.6
1.7
Trade and other payables to third parties
0.1
1.9
Trade and other payables to group companies
1.6
1.8
79.9
59.0
-Debt with financial institutions – Syndicated Bank loan
As of 31 December 2021, following extension signed on 13 December 2021, syndicated bank financing originated in
2017, with further amendments, accounts for the majority of AmRest debt. AmRest Holdings SE executed partially
tranches A and D and the tranches E and F which are presented in the financial debt with financial institutions of this
Annual Accounts (amounting to EUR 291.2 EUR, 350.8 in 2020) the rest of the tranches were executed from AmRest Sp.
z o.o. and AmRest s.r.o.
For debt extension the Company performed, as explained in the note 3.3, the corresponding analysis to determine if the
conditions of the financial liability were substantially modified and concluded that the present value of the cash flows of
the new contract, including the commission paid, did not differ on more than ten percent of the present value of the
remaining cash flows of the original contract, restated both amounts at the effective interest rate of the latter. After the
analysis carried out, the Board of Directors of the Company has concluded, the conditions of the financing contract have
not been substantially modified, so no impact should be registered in the profit and loss account.
Consequently, the company adjusted the value of the financial liability by the amount of the extension commissions (0,6
million Euros) and updated the amortized cost calculation.
The new repayment schedule is established in the following dates: 30 September 2022, 30 September 2023, 30
September 2024 and the final payment on 31 December 2024.
The available tranches, following amortized repayments made in Sept 2020 and Sept 2021:
Tranche(*)
Maximum amount
(million)
Date added
Purpose
A
EUR 200
October 2017
Refinancing of bank debt, general corporate purposes
B
PLN 240
October 2017
C (fully repaid in Q1 2019)
CZK 0
October 2017
D
PLN 450
October 2017
E
PLN 224
June 2018
Refinancing of Polish bonds
F
EUR 152
October 2018
M&A, general corporate purposes
* Approximate total amount: EUR 550m
• Signing date: 5 October 2017,
• Final repayment date: 31 December 2024,
• Joint Borrowers: AmRest Holdings SE, AmRest Sp. z o.o. and AmRest s.r.o (the “Borrowers”; AmRest Sp. z o.o.
and AmRest s.r.o are fully owned by AmRest Holdings SE),
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
23
• Lenders: Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., ING Bank Śląski
Polska S.A. and Česká spořitelna, a.s.
Details of bank financing are as follows:
■
Interest rates: Variable interest rates (3M Euribor/Wibor increased by a margin).
■
Securities: submissions to execution from the Borrowers, guarantees from Group companies, pledge on shares
of Sushi Shop Group.
■
Uncommitted Tranche G in the amount of up to EUR 100m has been added to the financing.
■
Other information: AmRest is required to maintain certain ratios at agreed levels. In particular, net
debt/adjusted consolidated EBITDA is to be held below 3.5 and consolidated EBITDA/interest charge is to stay
above 3.5. For both ratios EBITDA is calculated without effect of IFRS 16. EBITDA as defined in finance
agreements for the purpose of calculating covenants was 199 million Euros for the period of 12 months ended
31 December 2021. The Board of Directors has verified that the aforementioned ratios are accomplished.
Additionally the Group is obliged to hold at least EUR 50 million in cash or cash and eqivalents and undrawn
credit lines. The Board of Directors has verified that the aforementioned ratios are accomplished.
Other financial debt:
Schuldscheinedarlehen (“SSD” – debt instrument under German law) issued by AmRest Holdings SE. The table below
presents all SSD issues and their maturities:
Issue date
Amount (EUR million)
Interest rate
Maturity date
Purpose
7 April 2017
14.0
Fixed
7 April 2022
Refinancing, general corporate
purposes
7 April 2017
6.0
Fixed
5 April 2024
3 July 2017
33.0
Fixed
1 July 2022
3 July 2017
20.0
Fixed
3 July 2024
3 July 2017
9.5
Variable
3 July 2024
82.5
As of 31 December 2021, payables concerning the principal of SSD issued amount to EUR 82,5 million, EUR 1 million
corresponded to interests.
-Debts with group companies:
This item is composed mostly of reciprocal balances with group companies originated from the accounting of the income
tax under the consolidation tax regime (note 15)
-Trade and other payables:
As of 31 December 2021 and 2020 the trade and other payables were composed as follows:
31 December 2021
31 December 2020
Trade and other payables with third parities
0.1
1.9
Trade and other payables with group companies
1.6
1.8
Total trade and other payables
1.7
3.7
Information on average payment period to suppliers. Third additional provision. “Information requirement” of Law 15/2010
of July 5.
31 December 2021
31 December 2020
Number of days:
88
63
Ratio of payments
58
34
Ratio of outstanding invoices
411
120
Millions of EUR:
Total payments
4.6
6.3
Outstanding invoices
0.4
3.2
The maximum legal period applicable to the Spanish entities of the Group in accordance with Law 3/2004, of 29
December, which establishes measures to combat late payment in commercial operations, and in accordance with the
transitory provisions established in Law 15/2010, of 5 July, is 60 days from 1 January 2013.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
24
In general, payments to external suppliers were made within the legal limit of 60 days. The ratio of outstanding invoices
increased since the payment of some intercompany invoices was postponed.
If the intercompany invoices are not considered in the calculation, the average payment to suppliers period would be as
follow:
31 December 2021
31 December 2020
Number of days:
56
27
Ratio of payments
56
34
Ratio of outstanding invoices
42
5
Millions of EUR:
Total payments
4.5
5.8
Outstanding invoices
0.1
1.7
The accounting values of the financial liabilities at amortized cost as of December 31 2021 and 2020 are denominated in
the following currencies:
2021
Millions of foreign currency
Denominated in PLN
Liabilities foreign currency
Total non-current liabilities foreign currency
196.0
Total current liabilities foreign currency
28.7
Total liabilities foreign currency
224.7
2020
Liabilities foreign currency
Total non-current liabilities foreign currency
224.0
Total current liabilities foreign currency
28.5
Total liabilities foreign
252.5
Total liabilities in foreign currency, both in the short and long term, mainly correspond to the Tranche E of the senior term
and revolving facilities agreement with financial institutions denominated in PLN for a total amount of 224.7 million signed
on October 5, 2017. These facility agreements have been extended in 13 December 2021.
13. Employee benefits and share based payments
The Company established long-term incentive plans in order to bind a portion of managers’ and executives’ remuneration
with the Company’s market value. During year 2021, the Company had the share-based payment arrangements
according to six share option plans. Part of options in the Plan 2 is accounted as cash-settled due to the availability of
cash exercise method upon the choice of an employee. All other options in the following plans are equity-settled.
-Plan 2 – Stock Option Plan 2005
Plan 2 was implemented in April 2005. Granting of the options finished in 2016.
Up to November 2014 the exercise method was in equity instruments. In November 2014, the then existing Supervisory
Board of the Company approved a change of regulations by adding net cash settlement of option value (employee
decides about settlement method). Due to the above changes, Plan 2 comprised both equity-settled options and cash-
settled options.
In 2015 a change in regulations eliminated a possibility of option settlement with cash method for the grants after 8
December 2015. Furthermore, a group of employees made a unilateral statement about resignation from the cash
settlement possibility in relation to option also granted in previous periods. As a result of the modification of some options
from cash-settled to equity-settled, in 2017 a reclassification in amount of EUR 0.5 million was accounted from liabilities
into equity.
-Plan 4 – Stock Option Plan 2017
In January 2017 the Company introduced a new share-based Stock Option Plan. The number of options granted,
employees awarded and granting dates were initially determined by the then existing Management Board (current
Executive Team), however the number of options was limited to 750,000 options. The Granting Period was set between 1
January 2017 and 31 December 2019. The option exercise price will be in principle equal to the market price of the
Company’s shares as of the date of granting the option, and the vesting period will be 3 to 5 years. There are no cash
settlement alternatives.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
25
In December 2018 the Board of Directors of the Company (who took over Management Board faculty on this matter
following the transfer of domicile of the Company from Poland to Spain) resolved to adjust the share-based plans of the
Company so they can also be executed through the Spanish Stock Exchanges, where the Company’s shares started
trading on 21 November 2018.
-Plan 5 – Management Incentive Plan 2017
In January 2017 the Company introduced a new share-based Management Incentive Plan, offered to selected
employees. The whole number of shares which were attributed to the options was determined by the Board of Directors,
however, it may not exceed 1,000,000 shares. In accordance with the provisions of the Plan, when requested by
management the Board of Directors, was entitled to determine the employees authorized to participate in the Plan, the
number of options granted and the dates for their granting among other issues. The Granting Period was set between 1
January 2017 and 31 December 2019. The option initial exercise price was in principle equal to the market price of the
Company’s shares as of the date of First Grant. The exercise price shall increase on 1st, 2nd and 3rd anniversary by
11%. The vesting period lasts 3 to 5 years. There are no cash settlement alternatives.
-Plan 6 – Stock Option Plan 2020
In 2020 the Company introduced a share-based Stock Option Plan, which is an extension of the regulations introduced in
the Stock Option Plan 2017. The plan is effective for an additional period of one year exclusively during the 2020 financial
year under their exact same terms and conditions with the sole exception of the Exercise Price mentioned in the table
below. The number of options granted, employees awarded and granting dates were initially determined by the Executive
Team. In 2020 the number of options was limited to 3.6 million options. The option exercise price will be in principle equal
to the market price of the Company’s shares as of the date of granting the option, and the vesting period will be 3 to 5
years. There are no cash settlement alternatives.
-Plan 7 – Management Incentive Plan 2020
In 2020 the Company introduced a share-based Management Incentive Plan, offered to selected employees, which is an
extension of the regulations introduced in the Management Incentive Plan 2017. The plan is effective for an additional
period of one year exclusively during the 2020 financial year under their exact same terms and conditions with the sole
exception of the Exercise Price mentioned in the table below. The whole number of shares which were attributed to the
options was determined by the Board of Directors. In 2020 the number of options was limited to 4.65 million options. In
accordance with the provisions of the Plan, when requested by management the Board of Directors, was entitled to
determine the employees authorized to participate in the Plan, the number of options granted and the dates for their
granting among other issues. The option initial exercise price was in principle equal to the market price of the Company’s
shares as of the date of First Grant. The exercise price shall increase on 1st, 2nd and 3rd anniversary by 11%. The
vesting period lasts 3 to 5 years. There are no cash settlement alternatives.
-Plan 8 – Long Term Incentive Plan 2021
In 2021 the Company introduced a new Long-Term Incentive (LTI) Program is addressed to members of the
management team and other relevant personnel of the Group. LTI substitutes previous Management Incentive and Stock
Option Plans functioning at AmRest, keeping in place the already granted stock options. Participants of the new LTI will
have the opportunity to receive AmRest shares. The number of shares to be received will be linked to the Group’s
performance (realization of Global EBITDA 2021-2023). The LTI grants will vest according to a 5-year agenda (60% after
3rd year, 20% after 4th year, 20% after 5th year). Once vested, the LTI rights will be evaluated and converted (if
applicable) into shares, while the shares will be transferred to the participant’s brokerage account. There are no cash
settlement alternatives. On 23rd December 2021 the Board of Directors approved the grant on the basis of the above
mentioned assumptions. The fair value of the grant calculated in December 2021 amounted to 7.0 million EUR.
The terms and conditions for the share options outstanding as of 31 December 2021 are presented in the table below:
Grant date
Terms and conditions for
vesting of the options
The maximum term of
options
Option exercise price in
EUR
Method of settlement
Plan 2 – SOP
June 20, 2011
1-5 years, 20% per annum
10 years
1.87
Equity or equity/cash*
April 30, 2012
1.68
Equity or equity/cash*
April 30, 2013
1.94
Equity or equity/cash*
April 30, 2014
1.96
Equity or equity/cash*
December 9, 2015
3.14
Equity or equity/cash*
April 30, 2016
5.35
Equity
Plan 4 – SOP
May 30, 2017
3-5 years, 60% after 3rd
year, 20% after 4th and
5th year
10 years
8.14
Equity
January 1, 2018
9.66
Equity
April 30, 2018
10.91
Equity
August 6, 2018
10.46
Equity
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
26
Grant date
Terms and conditions for
vesting of the options
The maximum term of
options
Option exercise price in
EUR
Method of settlement
October 1, 2018
10.63
Equity
December 10, 2018
9.40
Equity
April 30, 2019
9.62
Equity
Plan 5 – MIP
March 15, 2017
3-5 years, 33% p.a.
10 years
10.51
Equity
September 13, 2017
10.97
Equity
March 3, 2018
10.43 - 10.88
Equity
October 1, 2018
14.54
Equity
March 26, 2019
10.23 - 14.49
Equity
May 13, 2019
12.10
Equity
Plan 6 – SOP
July 13, 2020
3-5 years, 60% after 3rd
year, 20% after 4th and
5th year
10 years
4.99
Equity
October 1, 2020
5.78
Equity
Plan 7 – MIP
3-5 years, 33% p.a.
10 years
February 10, 2020
15.10
Equity
October 1, 2020
7.90
Equity
February 1, 2021
7.71
Equity
March 23, 2021
6.08
Equity
May 1, 2021
10.62
Equity
*For some options only the equity method is applicable, as some employees can decide upon the settlement method, as disclosed in Plan 2
description above.
Options vest when the terms and conditions relating to the period of employment are met. The Plans do not provide any
additional market conditions for vesting of the options.
In the table below we present the number and weighted average of the exercise prices (WAEP) of, and movements in,
the options from all plans during the year ended 31 December 2021 and 2020:
Number of option 2021
WAEP in EUR
(before
indexation)
Plan 7
Plan 6
Plan 5
Plan 4
Plan 2
At the beginning of the period
8,68
3 350 000
3 204 500
3 283 334
6 779 650
932 402
Granted during the period
7,76
600 000
0
0
0
0
Exercised during the period
4,26
0
(5 000)
0
(3 300)
(367 650)
Forfeited during the period
8,96
(1 550 000)
(285 880)
(1 683 334)
(976 950)
(19 000)
Outstanding at the end of the
period
8,63
2 400 000
2 913 620
1 600 000
5 799 400
545 752
- including exercisable as of
the end of the period
9,05
0,00
0,00
966 667
2 219 460
545 752
Number of option 2020
WAEP in EUR
(before
indexation)
Plan 7
Plan 6
Plan 5
Plan 4
Plan 2
At the beginning of the period
8.52
-
-
5 400 000
6 988 850
1 150 266
Granted during the period
7.07
3 350 000
3 204 500
-
-
-
Exercised during the period
7.04
-
-
(166 666)
-
(159 554)
Forfeited during the period
10.15
-
-
(1 950 000)
(209 200)
(58 310)
Outstanding at the end of the
period
8.68
3 350 000
3 204 500
3 283 334
6 779 650
932 402
- including exercisable as of
the end of the period
6.36
-
-
-
938 730
722 562
The weighted average share price at the dates of exercise of the options was EUR 6.79 in 2021 and EUR 6.98 in 2020.
The weighted average remaining contractual life for the share options outstanding as of 31 December 2021 was 7.62
years (2020: 8,20 years).
-Measurement
The fair value of the equity instruments has been measured using numerical method for solving differential equations by
approximating them with difference equations, called finite difference method. The fair value of the cash-settled options
has been measured using the Black-Scholes formula. The fair value of the options as of the grant date has been
determined using the support of an external actuary.
The fair value of the options granted during the period, as of the grant date, amounted as described below. It was
determined on the basis of the following parameters:
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
27
Plan
Average fair
value of
option as of
grant date
Average
share price at
the grant date
Average
exercise price
Expected
volatility
Expected
term to
exercise of
options
Expected
dividend
Risk-free
interest rate
2021
Plan 7 (MIP)
EUR 1.07
EUR 5.68
EUR 7.76
35%
5 years
-
2%
2020
Plan 6 (SOP)
EUR 0.93
EUR 4.14
EUR 5.75
35%
5 years
-
2%
Plan 7 (MIP)
EUR 0.63
EUR 4.50
EUR 8.30
35%
5 years
-
2%
The expected life of the options is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
14. Provisions
In the item of the balance sheet Long Term Provisions are registered the provision of the stock option plan for the
employees recognized under the cash settlement method:
YEAR ENDED
31 December 2021
31 December 2020
Initial Balance
0.1
0.5
Revaluation fair value
-
(0.3)
Plan modification (reclassification from SOP Equity settlement to cash settlement)
-
(0.1)
Ending Balance
0.1
0.1
15. Taxation
The composition of the balances with the public administrations is as follow:
Assets
31 December 2021
31 December 2020
Income tax receivable
2.1
1.4
Other tax receivable
0.1
-
Total
2.2
1.4
Liabilities
VAT payable
0.1
0.4
Personal income tax and other withholding taxes
0.1
0.1
Total
0.2
0.5
Income tax
With effects 1 January 2018. the Company is under the consolidation tax regime set forth in Chapter VI of Title VII of
Corporate Income Tax Law 27/2014 of 27 November 2014, being the head of the tax group composed by the Company
itself and the rest of the Spanish subsidiaries which at 31 December 2021 are the following:
■
AmRest TAG. S.L.U.
■
Restauravia Food. S.L.U.
■
Pastificio Service. S.L.U.
■
The Grill Concept. S.L.U.
■
Black Rice S.L.U.
■
Bacoa Holdings S.L.U.
■
Shushi Shop Madrid S.L.U.
■
AmRest Global S.L.U.
The composition of the income tax expense of the individual Company is as follows:
31 December 2021
31 December 2020
Corporate income tax
-
Change in deferred taxes and liabilities
3.0
2.5
Total income tax recognized in the income statement
3.0
2.5
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
28
The amounts reported in change in deferred tax assets correspond to tax losses of the period.
The reconciliation between the net result and the tax base of the individual entity as of 31 December 2021 is as follows:
Income statement
Additions
Decreases
Total
Profit and loss for the period
-
-
12.3
Income tax expense
-
-
(3.0)
Permanent differences
-
(14.9)
(14.9)
Temporary differences
-
(6.2)
(6.2)
- With origin in the current year
-
(6.2)
(6.2)
- With origin in the previous year
-
-
-
Tax base
-
(11.8)
Corporate income tax expense/(revenue) 25% (3.0)
The reconciliation between the net result and the tax base of the individual entity as of 31 December 2020 is as follows:
Income statement
Additions
Decreases
Total
Profit and loss for the period
-
-
34.3
Income tax expense
-
-
(2.5)
Permanent differences
-
(7.6)
(7.6)
Temporary differences
-
(34.3)
(34.3)
- With origin in the current year
-
(0.8)
(0.8)
-With origin in previous years
(33.5)
(33,5)
Tax base
-
-
(33.5)
Corporate income tax expense/(revenue) 25%
(10.1)
In permanent differences are adjusted the revenues from Dividends, the stock option plan, and the gains on disposals of
financial assets held for sale that are considered exempt at 95% for income tax purposes (100% in 2020).
In temporary differences are adjusted mostly the impairments for receivables and investments with group companies, that
will be deductible once the companies are liquidated.
The movement of the deferred tax assets and liabilities for the years ended 31 December 2021 and 2020 has been as
follows:
Deferred tax assets
31 December 2021
31 December 2020
Balance at beginning of the period
2.5
-
Debit (credit) on the profit and loss account
3.0
2.5
Compensation of tax losses with other companies from the tax group
(2.2)
Balance at the end of the period
3.3
2.5
Deferred tax liability
-
Balance at beginning of the period
-
8.4
Debit (credit) registered in Equity
-
(8.4)
Balance at the end of the period
-
-
The increase in deferred tax assets corresponds to the tax losses generated during the FY 2021 and the decrease to
compensation of tax losses with Pastificio Service S.L.U another member of the tax group which generated positive tax
base.
The deferred tax liabilities imputed in Equity in 2019 corresponds to the tax impact of the fair valuation of assets held for
sale that was reverted in December 2020.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
29
The reconciliation between the consolidated tax base and the individual tax base of the subsidiaries of the tax group is
detailed below:
31 December 2021
31 December 2020
Tax base AmRest Holdings
(11.8)
(10.1)
Tax base contributed by subsidiaries of the tax group:
(4.4)
(18.3)
AmRest TAG, S.L.U.
(2.5)
(3.1)
AmRest Global S.L.U.
(5.2)
-
Restauravia Food, S.L.U.
(0.8)
(8.2)
Pastificio Service, S.L.U.
10.0
(2.1)
The Grill Concept, S.L.U.
(4.0)
(2.0)
Black Rice, S.L.U.
(0.5)
(1.2)
Bacoa Holding, S.L.U.
(0.4)
(0.7)
Shushi Shop Madrid, S.L.U.
(1.0)
(1.0)
Current income tax of the consolidated tax group (25%)
-
-
Withholding taxes and CIT advances
1.9
0.4
Subtotal
(1.9)
(0.4)
Reversal of excess of accrual
-
-
Income tax receivable from previous years
(0.2)
(1.0)
Income tax receivable payable (receivable)
(2.1)
(1.4)
AmRest Holdings SE has the following balances related to current accounts with group entities resulted from the
Consolidated tax regimen:
31 December 2021
31 December 2020
Receivables:
Restauravia Food. S.L.U.
1.0
1.0
AmRest TAG S.L.U.
0.1
0.1
Total receivables from the Consolidated tax regime
1.1
1.1
Payables
The Grill Concept S.L.U.
(1.0)
(1.0)
Pastificio Service S.L.U.
(0.5)
Black Rice S.L.
-
(0.1)
Sushi Shop Madrid S.L.U.
(0.1)
(0.1)
Total payables from the Consolidated tax regime
(1.6)
(1.2)
16. Income and expenses
16.1 Revenues
In the item Revenues of the separate income statement for the years ended on 31 December 2021 and 2020 were
recognized the result of the execution of stock option plan for employees and the interest and dividends received from
subsidiaries and the results from financial assets held for sale (see note 6.3):
YEAR ENDED
31 December 2021
31 December 2020
Dividends from Subsidiaries (note 17)
15.6
7.6
Revenue from the stock option plan
0.3
0.2
Financial income from group companies
7.6
7.7
Results from financial assets held for sale
-
33.5
Total Revenues
23.5
49.0
The income in the financial asset held for sale correspond to the sale of the participation of Glovoapp23, S.L. that was
sold in December 2020.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
30
The dividends received during the annual period ended as of 31 December 2021 and 2020 corresponded to the
subsidiary AmRest s.r.o. (Czech Republic). The breakdown of Dividends by geographical area for the annual periods
ended at 31 December 2021 and 2020 is as follow:
YEAR ENDED
31 December 2021
31 December 2020
Exports:
15.6
7.6
a) European Union
15.6
7.6
Total Dividends received from Subsidiaries
15.6
7.6
Revenues from stock option plan correspond to the difference between the valuation of the stock options and the book
value of the own shares executed for the stock option plan the breakdown of revenues from the stock option plan for the
employees by geographical area for the annual periods ended as of 31 December 2021 and 2020 is as follow:
YEAR ENDED
31 December 2021
31 December 2020
Domestic market
-
-
Exports:
0.3
0.2
a) European Union
0.3
0.2
Net income from the stock option plan
0.3
0.2
Financial income from subsidiaries correspond to the accrued interest of the loans and other financial assets given from
the Company to the group companies during the year. The breakdown of finance income from group companies by
geographical area for the annual periods ended as of 31 December 2021 and 2020 is as follow:
YEAR ENDED
31 December 2021
31 December 2020
Domestic market
3.3
2.5
Exports:
4.3
5.2
a) European Union
3.8
4.4
b) Other countries
0.5
0.8
Finance income from group companies (note 17)
7.6
7.7
16.2 Personnel expenses
The detail of personnel expenses for the annual periods ended as of 31 December 2021 and 2020 is as follow:
YEAR ENDED
31 December 2021
31 December 2020
Salaries
(0.6)
(0.8)
Social Charges
(0.2)
(0.3)
Stock option plan
(0.1)
(0.2)
Total personnel expenses
(0.9)
(1.3)
16.3 Other operating expenses
YEAR ENDED
31 December 2021
31 December 2020
Professional Services
(1.6)
(4.8)
Business travel
(0.2)
(0.1)
Other taxes
(0.3)
(1.1)
Other expenses
(1.1)
(0.4)
Total other operating expenses
(3.2)
(6.4)
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
31
16.4 Income and expenses in foreign currency
The income and expenses denominated in foreign currency for the annual periods ended on 31 December 2021 and
2020 are as follow:
For the year ended 31 December 2021
PLN
USD
Expenses expressed in million EUR
Other operating expenses
(0.3)
(0.1)
Results from operating activities
(0.3)
(0.1)
Finance income
-
0.5
Finance expenses
(1.2)
-
Net finance income (expense)
(1.2)
0.5
Total Income and expenses in foreign currency expressed in million EUR
(1.5)
0.4
For the year ended 31 December 2020
PLN
USD
Expenses expressed in million EUR
-
-
Other operating expenses
(0.3)
-
Results from operating activities
(0.3)
-
Finance income
-
0.8
Finance expenses
(1.7)
-
Net finance income (expense)
(1.7)
0.8
Total Income and expenses in foreign currency expressed in million EUR
(2.0)
0.8
16.5 Financial result
The financial result for the annual periods ended at 31 December 2021 and 2020 is as follows:
YEAR ENDED
Financial Expenses
31 December 2021
31 December 2020
With group companies (nota 17)
(1.5)
(0.8)
With third parties
(10.0)
(12.3)
Total Financial Expenses
(11.5)
(13.1)
16.6 Exchange rates differences:
The breakdown of exchange losses and gains recognized in the income statement is follows:
YEAR ENDED
31 December 2021
31 December 2020
On Investments and loans with group companies
1.2
(1.3)
On Banks and other assets
0.3
(0.2)
On Financial liabilities
0.2
4.3
Total
1.7
2.8
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
32
17. Related parties balances and transactions
As of 31 December 2021, the Group comprised the following subsidiaries:
Company name
Registered office
Parent/non-controlling undertaking
Owner-ship
interest and
total vote
Date of effective control
Holding activity
AmRest Acquisition Subsidiary Ltd.
Birkirkara, Malta
AmRest Holdings SE
100.00%
May 2007
AmRest TAG S.L.U.
Madrid, Spain
AmRest Sp. z o.o.
100.00%
March 2011
AmRest HK Ltd
Hong Kong, China
AmRest Holdings SE
100.00%
September 2011
AmRest China Group PTE Ltd
Singapore
AmRest Holdings SE
100.00%
December 2012
Bigsky Hospitality Group Ltd
Hong Kong, China
AmRest China Group PTE Ltd
100.00%
December 2012
New Precision Ltd
Mriehel, Malta
AmRest China Group PTE Ltd
100.00%
December 2012
Horizon Consultants Ltd.
Mriehel, Malta
AmRest China Group PTE Ltd
100.00%
December 2012
AmRest Management Kft
Budapest, Hungary
AmRest Kft
99.00%
August 2018
AmRest TAG S.L.U.
1.00%
GM Invest SRL
Brussels, Belgium
AmRest TAG S.L.U.
100.00%
October 2018
Sushi Shop Group SAS
Paris, France
GM Invest SRL
9.47%
October 2018
AmRest TAG S.L.U.
90.53%
AmRest France SAS
Paris, France
AmRest Holdings SE
100.00%
December 2018
Sushi Shop Management SAS
Paris, France
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Luxembourg SARL
Luxembourg
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Switzerland SA
Fribourg, Switzerland
Sushi Shop Management SAS
100.00%
October 2018
Restaurant, franchise and master-franchise activity
AmRest Sp. z o.o.
Wroclaw, Poland
AmRest Holdings SE
100.00%
December 2000
AmRest s.r.o.
Prague, Czechia
AmRest Holdings SE
100.00%
December 2000
AmRest Kft
Budapest, Hungary
AmRest Sp. z o.o.
100.00%
June 2006
AmRest Coffee Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
82.00%
March 2007
Starbucks Coffee International,Inc.
18.00%
AmRest EOOD
Sofia, Bulgaria
AmRest Holdings SE
100.00%
April 2007
OOO AmRest
Saint Petersburg, Russia
AmRest Acquisition Subsidiary Ltd.
44.72%
July 2007
AmRest Sp. z o.o.
55.28%
AmRest Coffee s.r.o.
Prague, Czechia
AmRest Sp. z o.o.
82.00%
August 2007
Starbucks Coffee International,Inc.
18.00%
AmRest Kávézó Kft
Budapest, Hungary
AmRest Sp. z o.o.
82.00%
August 2007
Starbucks Coffee International,Inc.
18.00%
AmRest d.o.o.
Belgrade, Serbia
AmRest Sp. z o.o.
60.00%
October 2007
ProFood Invest GmbH
40.00%
Restauravia Food S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
April 2011
Pastificio Service S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
April 2011
AmRest Adria d.o.o.
Zagreb, Croatia
AmRest Sp. z o.o.
100.00%
October 2011
AmRest GmbH i.L.
1
Cologne, Germany
AmRest TAG S.L.U.
100.00%
March 2012
AmRest SAS.
Paris, France
AmRest TAG S.L.U.
100.00%
April 2012
AmRest Adria 2 d.o.o.
Ljubljana, Slovenia
AmRest Sp. z o.o.
100.00%
August 2012
Frog King Food&Beverage
Management Ltd
Shanghai, China
Bigsky Hospitality Group Ltd
100.00%
December 2012
Blue Frog Food&Beverage
Management Ltd
Shanghai, China
New Precision Ltd
100.00%
December 2012
Shanghai Kabb Western Restaurant
Ltd
Shanghai, China
Horizon Consultants Ltd.
100.00%
December 2012
AmRest Skyline GMBH
Cologne, Germany
AmRest TAG S.L.U.
100.00%
October 2013
AmRest Coffee EOOD
Sofia, Bulgaria
AmRest Sp. z o.o.
100.00%
June 2015
AmRest Coffee S.r.l.
Bucharest, Romania
AmRest Sp. z o.o.
100.00%
June 2015
AmRest Food Srl.
2
Bucharest, Romania
AmRest Sp. z o.o.
100.00%
July 2019
AmRest Coffee SK s.r.o.
Bratislava, Slovakia
AmRest s.r.o.
99.00%
December 2015
AmRest Sp. z o.o.
1.00%
AmRest Coffee Deutschland
Munich, Germany
AmRest Kaffee Sp. z o.o.
23.00%
May 2016
Sp. z o.o. & Co. KG
AmRest TAG S.L.U.
77.00%
AmRest DE Sp. z o.o. & Co. KG
Munich, Germany
AmRest Kaffee Sp. z o.o.
100.00%
December 2016
The Grill Concept S.L.U.
Madrid, Spain
Pastificio Service S.L.U.
100.00%
December 2016
Kai Fu Food and Beverage
Management (Shanghai) Co. Ltd
Shanghai, China
Blue Frog Food&Beverage
Management Ltd
100.00%
December 2016
LTP La Tagliatella Portugal, Lda
Lisbon, Portugal
AmRest TAG S.L.U.
100.00%
February 2017
LTP La Tagliatella Franchise II
Portugal, Lda
Lisbon, Portugal
AmRest TAG S.L.U.
100.00%
April 2019
AmRest AT GmbH
Vienna, Austria
AmRest Sp. z o.o.
100.00%
March 2017
AmRest Topco France SAS
Paris, France
AmRest France SAS
100.00%
May 2017
AmRest Delco France SAS
Paris, France
AmRest Topco France SAS
100.00%
May 2017
AmRest Opco SAS
Paris, France
AmRest France SAS
100.00%
July 2017
OOO Chicken Yug
Saint Petersburg, Russia
OOO AmRest
100.00%
October 2017
OOO AmRest Pizza
Saint Petersburg, Russia
AmRest Acquisition Subsidiary Ltd.
99.999996%
November 2017
OOO AmRest
0.000004%
AmRest Coffee SRB d.o.o.
Belgrade, Serbia
AmRest Holdings SE
100.00%
November 2017
AmRest Chamnord SAS
Paris, France
AmRest Opco SAS
100.00%
March 2018
AmRest SK s.r.o.
Bratislava, Slovakia
AmRest s.r.o.
99.00%
April 2018
AmRest Sp. z o.o.
1.00%
AmRest Pizza GmbH
Munich, Germany
AmRest DE Sp. z o.o. & Co. KG
100.00%
June 2018
Black Rice S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
July 2018
Bacoa Holding S.L.U.
Madrid, Spain
AmRest TAG S.L.U.
100.00%
July 2018
Sushi Shop Restauration SAS
Paris, France
Sushi Shop Management SAS
100.00%
October 2018
Sushi House SA
4
Luxembourg
Sushi Shop Luxembourg SARL
100.00%
October 2018
Sushi Shop London Pvt LTD
London, UK
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Belgique SA
Bruxelles, Belgium
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Louise SA
5
Bruxelles, Belgium
Sushi Shop Belgique SA
100.00%
October 2018
Sushi Shop UK Pvt LTD
Charing, UK
Sushi Shop Group SAS
100.00%
October 2018
Sushi Shop Anvers SA
3
Bruxelles, Belgium
Sushi Shop Belgique SA
100.00%
October 2018
Sushi Shop Geneve SA
Geneva, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Lausanne SARL
Lasanne, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
33
Company name
Registered office
Parent/non-controlling undertaking
Owner-ship
interest and
total vote
Date of effective control
Sushi Shop Madrid S.L.U.
Madrid, Spain
Sushi Shop Management SAS
100.00%
October 2018
Sushi Shop Milan SARL
Milan, Italy
Sushi Shop Management SAS
70.00%
October 2018
Vanray SRL
30.00%
Sushi Shop Zurich GMBH
Zurich, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Nyon SARL
Nyon, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2018
Sushi Shop Vevey SARL
Vevey, Switzerland
Sushi Shop Switzerland SA
100.00%
November 2019
Sushi Shop Fribourg SARL
Fribourg, Switzerland
Sushi Shop Switzerland SA
100.00%
November 2019
Sushi Shop Yverdon SARL
Yverdon, Switzerland
Sushi Shop Switzerland SA
100.00%
Novemner 2019
Sushi Shop Morges SARL
Moudon, Switzerland
Sushi Shop Switzerland SA
100.00%
October 2020
Financial services and others for the Group
AmRest LLC
Wilmington, USA
AmRest Sp. z o.o.
100.00%
July 2008
AmRest Work Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
100.00%
March 2012
La Tagliatella International Kft
Budapest, Hungary
AmRest TAG S.L.U.
100.00%
November 2012
La Tagliatella SAS
Paris, France
AmRest TAG S.L.U.
100.00%
March 2014
AmRest Kaffee Sp. z o.o.
Wroclaw, Poland
AmRest Sp. z o.o.
100.00%
March 2016
AmRest Estate SAS
Paris, France
AmRest Opco SAS
100.00%
September 2017
AmRest Leasing SAS
Paris, France
AmRest Opco SAS
100.00%
September 2017
AmRest Franchise Sp. z o.o.
Wrocław, Poland
AmRest Sp. z o.o.
100.00%
December 2018
AmRest Global S.L.U.
Madrid, Spain
AmRest Holdings SE
100.00%
September 2020
Supply services for restaurants operated by the Group
SCM Czech s.r.o.
Prague, Czechia
SCM Sp. z o.o.
90.00%
March 2007
Ondrej Razga
10.00%
SCM Sp. z o.o.
Warsaw, Poland
AmRest Sp. z o.o.
51.00%
October 2008
R&D Sp. z o.o.
33.80%
Beata Szafarczyk-Cylny
5.00%
Zbigniew Cylny
10.20%
1
On 25 November 2016 Amrestavia, S.L.U., the sole shareholder of AmRest GmbH, decided to liquidate this company. The liquidation process
has not been finished up until the date of this Report.
2
On 31 August 2021 AmRest Sp. z o.o. became sole shareholder of AmRest Food Srl., through the purchase agreement of the remaining 1% of
shares.
3
On 1 October 2020 Sushi Shop Belgique SA, the sole shareholder of Sushi Shop Anvers SA, decided to liquidate this company.
The liquidation process has not been finished up until the date of this Report.
4
On 31 August 2021 Sushi Shop Luxembourg SARL has acquired 14% of shares of Sushi House SA. On this day Sushi Shop Luxembourg
SARL has become sole shareholder of Sushi House SA.
5
On 31 August 2021 Sushi Shop Belgique SA has acquired 45.20% of shares of Sushi Shop Louise SA. On this day Sushi Shop Belgique SA
has become sole shareholder of Sushi Shop Louise SA.
-
On 17 February 2021 Sushi Shop NL B.V. has been deregistered
-
On 9 April 2021 AmRest FSVC LLC has been deregistered
- On 30 May 2021 Kai Zhen Food and Beverage Management (Shanghai) Ltd has been deregistered
-
On 16 December 2020 Sushi Shop Management SAS, the sole shareholder of Sushi Shop Holding USA LLC, Sushi Shop NE USA LLC, Sushi
Shop NY1 LLC and Sushi Shop NY2 LLC decided to liquidate these companies. On 30 August 2021 Sushi Shop NE USA LLC, Sushi Shop NY1
LLC and Sushi Shop NY2 LLC have been deregistered. On 15 September 2021 dissolution Sushi Shop Holding USA LLC was executed.
- On 22 November 2021 Amrest Management Kft has been deregistered
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
34
The balances with the Group entities are as follows:
31 December 2021
31 December 2020
Assets
Total loans granted to group companies
253.8
302.7
(Long and short term classification)
Long term loans granted to group companies (note 7)
178.5
256.9
Short term loans granted to group companies (note 7)
75.3
45.8
(Group entity classification)
AmRest TopCo
8.4
8.2
AmRest Opco SAS
36.9
35.9
Amrest China group LTD
8.0
7.0
AmRest Coffee Deutschland Sp. z o.o.
-
37.2
AmRest DE Sp. z o.o. & Co. KG
-
42.8
AmRest AT GmbH
3.3
3.9
AmRest Kaffee Sp. z o.o.
46.0
35.1
AmRest TAG S.L.U.
104.1
70.3
Blue Frog Food & Beverage Management
-
6.9
Pastificio Service. S.L.U.
26.8
27.1
Restauravia Food. S.L.U.
11.5
11.2
AmRest Adria d.o.o.
0.5
1.2
AmRest Pizza GmbH
2.7
1.9
AmRest SK s.r.o.
2.3
1.6
OOO AmRest
-
0.7
Sushi Shop SAS
-
2.5
AmRest Global
0.1
-
Amrest Food SRL
-
1.5
AmRest Coffee SK Sro
0.3
0.6
AmRest sp.zoo
2.9
7.1
Other financial assets with group companies (note 7)
1.2
3.4
Restauravia Food. S.L.U.
1.0
1.0
AmRest TAG S.L.U.
0.2
0.2
AmRest S.R. O
-
2.2
Trade and other receivables with group companies (note 7)
1.8
1.2
AmRest Sp. z o.o.
0.1
0.8
AmRestag S.L
0.8
0.2
AmRest Coffee Sp. Z.o.o.
0.1
-
AmRest Global
0.5
-
AmRest Acquisition
0.1
-
AmRest SRO
-
0.1
New Precision Limited
0.1
-
Horizon Consultants
0.1
-
Pastificio Service S.L.U.
-
0.1
Short term debt and other current financial liabilities (note 12 and 15)
1.6
1.8
Pastificio Service S.L.
0.5
0.5
The Grill Concept S.L.U.
1.0
1.0
Bacoa Black Rice S.L.
-
0.2
Sushi Shop SAS
0.1
0.1
Trade payables with group companies (note 12)
1.6
1.8
Pastificio Service
-
0.1
AmRest Sp. z o.o.
0.1
0.3
AmRest kft
0.1
0.1
AmRest TAG S.L.U.
1.2
1.2
OOO AmRest
-
0.1
Other related parties
0.2
-
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
35
The transactions with group entities are as follows:
YEAR ENDED
31 December 2021
31 December 2020
Revenues
Revenues from dividends (note 16.1)
15.6
7.6
AmRest SRO
15.6
7.6
Financial Income from group companies (16.1)
7.6
7.7
AmRest Sp. z o.o.
0.2
0.2
AmRest HK Ltd.
0.1
0.1
AmRest China Group PTE Ltd.
0.4
0.4
AmRest Coffee Deutschland
0.3
0.4
AmRest Topco France
0.2
0.2
AmRest Opco SAS
1.0
1.0
AmRest DE Sp. z o.o. & Co. KG
0.4
1.1
AmRest Kaffee Sp. z o.o.
1.3
1.1
AmRest TAG S.L.U.
2.8
1.6
Pastificio Service S.L.U.
0.1
0.6
Restauravia Food S.L.U.
0.1
0.3
AmRest AT GmbH
0.1
0.1
Blue Frog Food & Beverage Management
0.1
0.4
Sushi Shop SAS
-
0.1
Other group companies
0.5
0.1
Expenses
Financial expenses with group companies (note 16.5)
(1.5)
(0.8)
AmRest Sp. z o.o.
-
(0.3)
Pastificio Service S.L.U.
-
(0.1)
AmRest SRO
-
(0.1)
AmRest TAG S.L.U.
-
(0.1)
AmRest Coffee Deutschland Sp. Z.o.o.
(1.5)
(0.1)
Other group companies
-
(0.1)
Impairment of investments and credits with group companies
(notes 6 and 7)
(0.2)
0.8
AmRest EOOD (Bulgaria)
-
0.6
AmRest HK Ltd.
(0.2)
-
AmRest FSV LLC
-
0.2
Exchange rates differences
1.2
(1.3)
AmRest China Group PTE Ltd.
0.5
(0.6)
Blue Frog Food & Beverage Management
0.7
(0.7)
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
36
18. Remuneration of the board of directors and senior executives
(a) Below are described the remunerations of the board of Directors and Management Board (Senior
Executives) following the regulations of the CNMV Circular 5/2015 from 28 October:
The remuneration of Board of Directors paid by AmRest Holdings SE for all the retribution concepts is the following:
YEAR ENDED
31 December 2021
31 December 2020
Board of Directors Remunerations
Fixed Remuneration
0.6
0.4
Other items
0.1
Operations with shares and/or other financial instruments
-
-
Total Board of Director remunerations
0.7
0.4
The subsidiaries from the Group have not paid any remuneration to the Board of Directors in the years 2021 and 2020.
Directors Remuneration Policy was approved at the general shareholders’ meeting held on 12 May 2021 and will remain
in force until 2023 unless the general shareholders’ meeting so resolves to amend or replace it. The fixed components
accrued during the year by the Directors have not changed with respect to the previous year except for the Executive
Chairman compensation package, which was first implemented in 2021 since the Chairman was granted executive
powers in November 2020, effective January 2021. In 2020, due to the exceptional circumstances caused by the COVID-
19 pandemic, the Board of Directors lowered its remuneration by 50%.
The remuneration of the Senior Executives paid by the Company is as follow:
YEAR ENDED
Senior Executives
31 December 2021
31 December 2020
Remuneration received by the Senior Executives
0.8
0.8
Operations with shares and/or other financial instruments
-
0.5
Total remuneration received by the Senior Executives
0.8
1.3
The remuneration of the Senior Executives paid by other subsidiaries of the group is as follows:
YEAR ENDED
Senior Executives
31 December 2021
31 December 2020
Remuneration received by the Senior Executives
2.5
2.7
Total remuneration received by the Senior Executives
2.5
2.7
(b) Information about conflict of interest situations of the Board of Directors:
In the duty to avoid situations of conflict with the interest of the Company, during the year the directors who have held
positions on the Board of Directors have complied with the obligations set forth in article 228 of the consolidated text of
the Capital Companies Law, Likewise, both they and the persons related to them, have refrained from incurring in the
cases of conflict of interest foreseen in article 229 of said law, except in the cases in which the corresponding
authorization has been obtained.
(c) Transactions other than ordinary business or under terms differing from market conditions carried out by
the Board of Directors or Audit Committee:
In 2021 and 2020 the members of the Board of Directors of the Company or of the Audit Committee have not carried out
any transactions other than ordinary business with the Company or applied terms that differ from market conditions.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
37
19. Other information
19.1 Number of employees
The average number of employees distributed by categories. for the year 2021 and 2020 is a follow:
YEAR ENDED
Categories
31 December 2021
31 December 2020
Executive Managers
2
2
Managers and others
1
5
3
7
The number of employees distributed by gender, as of 31 December 2021 and 2020 is as follow:
Gender
31 December 2021
31 December 2020
Total
Males
Female
Total
Males
Female
Board Members
7
5
2
7
5
2
Executive Managers
1
1
-
2
2
-
Managers and others
1
1
-
5
3
2
9
7
2
14
10
4
There are no employees with a disability rating of 33% or higher.
19.2 Tax inspections
On 22 July 2019, Pastificio Service, S.L. (as the taxpayer), Amrest Tag, S.L. (as head of the Tax Group 539/11 during the
tax audit period) and AmRest Holdings, SE (as the current head of the Tax Group 539/11) were notified of the initiation of
a tax audit, regarding to corporate income tax, for the fiscal years 2014 to 2017. This is a partial tax audit, only referred to
tax relief applied by Pastificio Service, S.L. in corporate income tax bases of 2014 to 2017, regarding the deductions
related to certain intangible assets (i.e., patent box regimen).
On 17 August 2020, the mentioned companies received the settlement proposal from the tax auditors, including the
regularization of the total amount of the tax relief applied during 2014 to 2017. This settlement proposal amounted to 1
million Euros.
On 14 September 2020, the companies submitted allegations before the Tax Auditors, being dismissed.
On January 2021 the companies submitted the corresponding allegations before the Technical Office against the final
settlement proposal.
On 26 July 2021, the companies presented allegations before the Central Economic-Administrative Court (TEAC) and to
date the Court's resolution has not been received.
19.3 Information about the environment
Given the activity to which the Company is dedicated, it has no liabilities, expenses, assets, provisions, or environmental
contingencies that could be significant in relation to the assets. financial situation and results of the same. For this
reason. the specific disclosures of information are not included in this report.
All companies face climate-related risks and opportunities and are having to take strategic decisions in this regard. The
Company Directors have assessed the climate and environmental risks and consider that they do not have a significant
impact on these annual accounts.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
38
19.4 Subsequent events
On 1 February 2022 Burger King Europe GMBH has notified AmRest about the termination of the development
agreements of the Burger King brand in Poland, the Czech Republic, Slovakia, Bulgaria and Romania effective as of the
same day.
AmRest will continue to operate 93 Burger King restaurants that it owns in mentioned territories under the best standards
of service and quality, in compliance with the franchise agreements signed, which will continue to be in force. Therefore,
the revenues, EBITDA and total assets of AmRest will not be significantly affected by the termination of the development
agreements.
After the reporting period the uncertainty arising from the conflict between Ukraine and Russia has increased, which may
result in a negative impact on economy, including instable currency, interest rates, liquidity, supply chain disruptions and
consumer confidence deterioration. All these events and uncertainty that accompanies them may have a significant
impact on the Group’s operations and financial position, the effect of which is difficult to predict. The future economic and
regulatory situation may differ from the Management’s expectations however it is being monitored in order to adjust
strategic intentions and operational decisions, which will minimize business risks.
20. Audit fees
The fees accrued during the year ended 31 December 2021 by PricewaterhouseCoopers Auditores, S.L. and 2020 by
KPMG Auditores. S.L. were as follows:
YEAR ENDED
In thousands of Euros
31 December 2021
31 December 2020
Audit fees Service
Audit
28.0
30.0
Total audit fees
28.0
30.0
PricewaterhouseCoopers Auditores, S.L. and its group companies has not provided any additional services different to
audit during 2021. KPMG Auditores, S.L. has not provided any additional services different to audit during 2020.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
39
Signatures of the Board of Directors
Madrid, 28 February 2022
José Parés Gutiérrez
Chairman of the Board
Luis Miguel Álvarez Pérez
Vice-Chairman of the Board
Carlos Fernández González
Member of the Board
Romana Sadurska
Member of the Board
Pablo Castilla Reparaz
Member of the Board
Mónica Cueva Díaz
Member of the Board
Emilio Fullaondo Botella
Member of the Board
1. Financial highlights ................................................................................................................................................................................................. 1
2. Significant events and transactions in 2021 ............................................................................................................................................................. 1
3. Shareholders of AmRest Holdings SE ..................................................................................................................................................................... 1
4. External debt .......................................................................................................................................................................................................... 2
5. Information on dividends paid ................................................................................................................................................................................. 2
6. Changes in the Company’s Governing Bodies ........................................................................................................................................................ 2
7. Changes in the number of shares held by members of the Board of Directors ......................................................................................................... 3
8. Transactions on own shares concluded by AmRest ................................................................................................................................................ 3
9. Basic risks and threats the company is expose to ................................................................................................................................................... 3
10. Number of employees ............................................................................................................................................................................................. 5
11. Average payment period ......................................................................................................................................................................................... 5
12. Subsequent Events................................................................................................................................................................................................. 5
13. Annual Corporate Governance Report and Annual Report on Directors' Remuneration......................................................................................... 5
Signatures of the Board of Directors .................................................................................................................................................................................. 6
Directors’ Report
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
1
1. Financial highlights
year ended
31 December 2021
year ended
31 December 2020
3 months ended on
December 31 2021
3 months ended on
December 31 2019
Revenues
23.5
49.0
2.4
37.8
Results from operating activities
19.1
42.1
1.0
36.0
Financial Cost
(9.8)
(10.3)
(1.6)
(1.6)
Income tax expense
3.0
2.5
0.3
1.6
Profit/(loss) for the period
12.3
34.3
(0.3)
32.5
31 December 2021
31 December 2020
Total Assets
709.4
777.6
Total liabilities and provisions
378.6
459.7
Non-current liabilities
298.2
399.9
Current liabilities
80.4
34.7
Share capital
22
22
2. Significant events and transactions in 2021
Appointment of new auditor for the years 2021, 2022 and 2023
On 30 June 2021 the Extraordinary General Shareholders' Meeting of AmRest appointed PricewaterhouseCoopers
Auditores, S.L. as new auditor of the Company and its Consolidated Group for the years 2021, 2022 and 2023. KPMG
remains as auditor for the French subsidiaries.
Extension of Credit Agreement with Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski
S.A., ING Bank Śląski S.A and Česká spořitelna, a.s.
AmRest, AmRest Sp. z o.o. (“AmRest Poland”) and AmRest s.r.o. (“AmRest Czech”) - jointly “the Borrowers” and Bank
Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., ING Bank Śląski S.A and Česká spořitelna,
a.s. - jointly “the Lenders”, had signed on 13 December 2021 an amendment no. 3 providing an extension of the Senior
Term and Revolving Facilities Agreement dated 5 October 2017, as amended and restated thereafter (“the Credit
Agreement”).
Approval of a new Long Term Incentive Plan
On 30 December 2021 AmRest informed that the Board of Directors of the Company has decided to approve in
December 2021 a new Long Term Incentive Plan (“LTI”), which substitutes previous management and incentive stock
options programs functioning at AmRest.
The LTI provides the potential delivery of shares of the Company to members of the management team and other
relevant personnel of AmRest, as long as certain conditions are met. The main terms and conditions of the LTI, as the
number of shares granted, were detailed in the respective regulatory announcement.
3. Shareholders of AmRest Holdings SE
To the best of AmRest’s knowledge as of 31 December 2021 AmRest Holdings had the following shareholder structure:
Shareholder
Number of shares and votes at the
Shareholders’ meeting
% of shares and votes at the
Shareholders’ meeting
FCapital Dutch B. V.*
147 203 760
67.05%
Artal International S.C.A.
11 366 102
5.18%
Nationale-Nederlanden OFE
9 358 214
4.26%
Aviva OFE
6 843 700
3.12%
Other Shareholders
44 782 407
20.40%
* FCapital Dutch B. V. is the sole shareholder of FCapital Lux (holding directly 56 509 547 AmRest shares) and the subsidiary of Finaccess
Capital, S.A. de C.V. Grupo Finaccess SAPI de CV is the direct majority shareholder of Finaccess Capital, S.A. de C.V. and a subsidiary of
Grupo Far-Luca, S.A. de C.V. The direct majority shareholder of Grupo Far-Luca, S.A. de C.V., Mr. Carlos Fernández González, is a member of
AmRest’s Board of Directors.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
2
4. External debt
As mentioned in Significant events and transactions section of this report, AmRest, AmRest Poland and AmRest Czech
had signed on 13 December 2021 with Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski
S.A., ING Bank Śląski S.A and Česká spořitelna, a.s. (the Lenders) an amendment no. 3 providing an extension of the
Credit Agreement dated 5 October 2017.
After evaluating the different funding alternatives available, the Company assessed that extending the maturity of the
available credit facilities at that time with the club banks, it was the most optimal option.
Based on the extended Credit Agreement, the amounts of the facilities A, B, E and F (“Credit facilities”) were equal to the
outstanding amounts of Credit facilities, after the scheduled repayments in September 2020 and September 2021, these
were EUR 352mln and PLN 464mln. The repayment schedule is 10% on each 30 September anniversary of the next
three years and the remaining amount on 31 December 2024. The Revolving facility D is available in the amount of up to
PLN 450mln and due on December 31st, 2024.
Additionally, a new uncommitted credit facility G, up to a maximum amount of EUR 100mln, was agreed. The purpose is
the financing of the general corporate purposes of the Company. All Borrowers bear joint liability for any obligations
resulting from the Credit Agreement.
All the credit facilities are provided at variable interest rate.
AmRest is required to maintain certain pre IFRS16 ratios at agreed levels, in particular, net debt/EBITDA is to be held
below 3.5x and EBITDA/interest charge is to stay above 3.5.
5. Information on dividends paid
Dividends have not been distributed during the 12 months ended 31 December 2021.
6. Changes in the Company’s Governing Bodies
During the period covered by this Report there were no changes in the composition of the Board of Directors of AmRest Group.
On 12 May 2021, following the appointment by co-option on July 1, 2020 of Mrs. Mónica Cueva Díaz by the Board of Directors,
the Annual General Shareholders 'Meeting of AmRest resolved to ratify the appointment by co-option and to re-elect Mrs.
Mónica Cueva Díaz as a member of the Board of Directors, with the status of independent, for the statutory term of four years,
with effect from the date of adoption of the resolution.
As of 31 December 2021 the composition of the Board of Directors was as follows:
■
Mr. José Parés Gutiérrez
■
Mr. Carlos Fernández González
■
Mr. Luis Miguel Álvarez Pérez
■
Ms. Romana Sadurska
■
Mr. Pablo Castilla Reparaz
■
Mr. Emilio Fullaondo Botella
■
Ms. Mónica Cueva Díaz
■
Eduardo Rodríguez-Rovira Rodríguez (Secretary, non-Board member)
As of the day of publication of this Report the composition of the Board of Directors has not changed.
On 13 April, 2021 AmRest informed of the appointment of new CEO. Mr. Mark Chandler, CEO of the AmRest Group since May
2019, had left AmRest Group effective 30 June 2021. The Board has appointed Mr. Luis Comas as new CEO of the AmRest
Group, to date President of La Tagliatella.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
3
7. Changes in the number of shares held by members of the Board of Directors
During the year 2021 there were no changes with respect to AmRest shares and stock options held by the members of
the Board of Directors of AmRest.
As of 31 December 2020 Mr. Carlos Fernández González (member of the Company’s Board of Directors) held through its
closely associated person, FCapital Dutch B.V., 147 203 760 shares of the Company with a total nominal value of EUR
14 720 376.
On 31 December 2021, Mr. Carlos Fernández González still owned 147 203 760 AmRest’s shares with a total nominal
value of EUR 14 720 376 through FCapital Dutch B.V.
As of 31 December 2020 Mr. Carlos Fernández González held through his another closely associated person - Finaccess
México, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, 1 172 145 AmRest shares with a total nominal value
of EUR 117 214.5.
As of 31 December 2021 he still owned through Finaccess México, S.A. de C.V. 1 172 145 AmRest shares with a total
nominal value of EUR 117 214.5.
The direct holder of the shares is Latin 10, SA de CV, a fund independently managed by Finaccess Mexico, S.A. de C.V.
(a subsidiary of Grupo Finaccess).
8. Transactions on own shares concluded by AmRest
The commencement of the purchase of treasury shares occurred on the basis of Resolution No. 7 of the General Meeting
of the Company of 19 May 2015 concerning the authorization for the Management Board to acquire treasury shares in
the Company and the establishment of reserve capital and (replacing it) Resolution No. 9 of the General Meeting of the
Company of 6 June 2018 concerning the authorization to the Board of Directors for the derivative acquisition of the
Company’s own shares made directly by the Company or indirectly through its subsidiaries as well as for the sale of the
own shares.
The Company was acquiring the own shares for the purposes of execution of stock option programs: Employee Stock
Option Plan and Management Incentive Plan.
In the period between 1 January 2021 and 31 December 2021, AmRest didn’t purchase any own shares. During the
same period, the Company disposed a total of 252 045 own shares with a total nominal value of EUR 25 204.5 and
representing 0.1148% of the share capital to entitled participants of the stock options plans. Disposal transactions under
these plans were executed in three settlement methods, which impacted the sale price. Major part of the shares was
transferred to the participants free of charge. As of 31 December 2021 AmRest held 371 416 own shares with a total
nominal value of EUR 37 141.6 and representing 0.1692% of the share capital.
The subsidiaries of AmRest Holdings SE do not hold any Company’s shares.
9. Basic risks and threats the company is expose to
- Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting from the inability to meet payment obligations in a timely
manner when they become due or from being unable to do so at a sustainable cost.
The Company is exposed to the risk to a lack of financing at the moment of maturity of the bank loans and bonds.
As of 31 December 2021, the Company has sufficient liquidity to fulfil its liabilities over the next 12 months.
The Company analyzes liquidity needs with particular focus on the maturity of debt and proactively investigates various
forms of financing that could be utilized as needed.
- Risk related to the COVID-19 and its implications for the economy and society
The COVID-19 pandemic has rapidly spread around the world. Most governments are taking constrain measures to
contain the spread, which include isolation, confinement, quarantine and restrictions to free movement of people and
closure of public and private facilities.
This situation is significantly affecting the global economy, including HORECA sector, and the AmRest Group is not
immune to this.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
4
Visible results of the COVID-19 outbreak include the decrease in demand, the disruption or slowdown of supply chains
and a significant increase in economic uncertainty, increase of volatility in the price of assets, exchange rates and a
decrease in long term interest rates. Possible results of the COVID-19 outbreak may include changes in the market
environment, people behavior and ways of living.
The COVID-19 pandemic has a particularly negative impact on the restaurants sectors. The ban or significant limitations
in operation of restaurants resulted in a decrease in business activity and customer demand and consequently decrease
in revenues.
The Company as a parent of a group is closely monitoring the development of the situation and looks for the ways of
mitigating the impact of COVID-19 spread on the Group. In addition, the Company implemented additional measures to
mitigate the risk of infection among its employees, including in particular:
■
Providing detailed instructions and guidelines on monitoring the health of the Group’s employees and the health of
Group’s customers.
■
Strengthening already stringent hygiene, cleaning and sanitation procedures and introducing contactless options that
protect both employees and guests in restaurants.
■
Providing the restaurant employees with additional personal protection and hygiene supplies.
■
Requesting to reduce the number of meetings as well as domestic and foreign business travel, and to use
teleconferencing and video-conferencing facilities to the largest extent possible, as well enabling remote work.
- Risks related to key personnel turnover in the Group and increasing labour costs
AmRest´s success depends, to some extent, on the individual effort of selected employees and key members of
management. The methods of remunerating and managing human resources developed by the Group help ensure a low
rotation of the key personnel. Additionally, the career planning system supports preparing successors ready to execute
tasks in key positions. In the event of turnover, a personnel replacement process will be triggered, minimising to the
fullest extent possible the adverse effect on business activities and the operating results of the Group.
Excessive turnover of employees and too frequent changes in managerial positions may pose a significant risk to the
stability and quality of the business activities. Due to the fact that salaries in the HORECA sector are still relatively lower
than in other branches, there is a risk of the outflow of qualified staff. In this regard, the Company is constantly evaluating
the competitiveness of the remunerations offered to minimize the risk and to remain market competitive. An additional
risk in the employment area may be caused by fluctuations in the unemployment rate in a given market.
- Currency risk
The results of AmRest are exposed to currency risk related to transactions and exchanges into currencies other than the
currency in which business transactions are measured in the Company. The Company adjusts its currency portfolio of
debt to the geographical structure of its profile of activities. Additionally, AmRest uses forward contracts to secure
transaction risks on a short term basis.
- Risk of increased financial costs
AmRest and its subsidiaries are exposed to a certain extent to adverse impact of interest rate fluctuations in connection
with obtaining financing which bears floating interest rates and investing in assets bearing floating interest rates. The
interest rates of bank loans and borrowings and issued bonds are based on a combination of fixed and floating reference
rates which are updated over periods shorter than one year. Additionally, AmRest and its subsidiaries may, as part of the
interest rate hedging strategy, enter into derivative and other financial contracts, where the valuation of which is
significantly affected by the level of reference rates.
- Tax Risk
In the process of managing and making strategic decisions, which can affect the tax settlements, AmRest is exposed to
tax risk. In the event of irregularities occurring in tax settlements increase of the risk of dispute in the case of a potential
tax control. As part of minimising this risk, AmRest works to deepening the knowledge of its employees in the area of tax
risk management and compliance with respective to the legal requirements of the different countries the Group is based
in. The Company implements adequate procedures to facilitate the identification and subsequent reduction or elimination
of risks in the area of tax settlements. Moreover, in connection with frequent legislative changes, the inconsistency of
regulations, as well as differences in the interpretation of legal regulations, AmRest uses professional tax advisory
services and applies for binding interpretations of the tax law provisions. Current fiscal supervisions are presented in
Note 19 to the Standalone Financial Statements as of the year ended 31 December 2021.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
5
10. Number of employees
The average number of employees distributed by categories. for the year 2021 and 2020 is a follow:
YEAR ENDED
Categories
31 December 2021
31 December 2020
Executive Managers
2
2
Managers and others
1
5
3
7
The number of employees distributed by gender, as of 31 December 2021 and 2020 is as follow:
Gender
31 December 2021
31 December 2020
Total
Males
Female
Total
Males
Female
Board Members
7
5
2
7
5
2
Executive Managers
1
1
-
2
2
-
Managers and others
1
1
-
5
3
2
9
7
2
14
10
4
There are no employees with a disability rating of 33% or higher.
11. Average payment period
During the year ended on 31 December 2021, the average payment period to external suppliers was 56 days.
12. Subsequent Events
On 1 February 2022 Burger King Europe GMBH has notified AmRest about the termination of the development
agreements of the Burger King brand in Poland, the Czech Republic, Slovakia, Bulgaria and Romania effective as of the
same day.
AmRest will continue to operate 93 Burger King restaurants that it owns in mentioned territories under the best standards
of service and quality, in compliance with the franchise agreements signed, which will continue to be in force. Therefore,
the revenues, EBITDA and total assets of AmRest will not be significantly affected by the termination of the development
agreements.
After the reporting period the uncertainty arising from the conflict between Ukraine and Russia has increased, which may
result in a negative impact on economy, including instable currency, interest rates, liquidity, supply chain disruptions and
consumer confidence deterioration. All these events and uncertainty that accompanies them may have a significant
impact on the Group’s operations and financial position, the effect of which is difficult to predict. The future economic and
regulatory situation may differ from the Management’s expectations however it is being monitored in order to adjust
strategic intentions and operational decisions, which will minimize business risks.
13. Annual Corporate Governance Report and Annual Report on Directors’
Remuneration
The Annual Corporate Governance Report is an integral part of this Management Report and is presented in the
consolidated management report for the 2021 financial year of AmRest Holdings SE and subsidiaries Reported to the
CNMV.
The Annual Report on Directors’ Remuneration is an integral part of this Management Report and is presented in the
consolidated management report for the 2021 financial year of AmRest Holdings SE and subsidiaries reported to the
CNMV.
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
6
Signatures of the Board of Directors
Madrid, 28 February 2022
José Parés Gutiérrez
Chairman of the Board
Luis Miguel Álvarez Pérez
Vice-Chairman of the Board
Carlos Fernández
González
Member of the Board
Romana Sadurska
Member of the Board
Pablo Castilla Reparaz
Member of the Board
Mónica Cueva Díaz
Member of the Board
Emilio Fullaondo Botella
Member of the Board
(all figures in EUR millions unless stated otherwise)
AMREST Annual Accounts and Directors’ Report
for the year ended 31 December 2021
7
Statement of responsibility of AMREST HOLDINGS, SE
The members of the Board of Directors of AMREST HOLDINGS, SE (“AmRest” or the “Company”) on its meeting held
on 28 February 2022, and according to article 118 of the reinstated text of the Spanish Securities Markets Act approved
by Royal Legislative Decree 4/2015 of 23 October as well as to article 8.1. b) of Royal Decree 1362/2007, of 19 October,
declare that, as far as they are aware, the individual Annual Accounts of the Company, as well as the consolidated ones
with its dependent companies, corresponding to the financial year ended 31 December 2021, drawn up by the Board of
Directors on the referred meeting of 28 February 2022 and prepared in accordance with the applicable accounting
principles, offer a true and fair image of the equity, the financial situation and the results of the Company and the
companies within the consolidation taken as a whole, and the complementary management reports of the individual and
consolidated Annual Accounts include an accurate analysis of the business evolution and results and of the position of
AmRest and the companies within the consolidation taken as a whole, together with the main risks and uncertainties
which they face.
Madrid, on 28 February 2022
AmRest Holding SE
2846 Madrid, Spain
CIF A88063979 | +34 91 799 16 50 | amrest.eu