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Ibersol

Earnings Release Nov 20, 2015

1932_10-q_2015-11-20_efa3d59c-5d43-40b8-bbec-80838b61059d.pdf

Earnings Release

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IBERSOL – SGPS, SA

Publicly Listed Company

Registered office: Praça do Bom Sucesso 105/159, 9th floor, Porto

Share Capital: Euro 20.000.000 Commercial Registry : Oporto under the number 501669477 Fiscal Number: 501669477

CONSOLIDATED RESULTS 9M15

(not audited)

  • Consolidated Turnover of 155.5 million euros Increase of 13,5% over 9M14
  • Consolidated EBITDA of 23.6 million euros YoY EBITDA increased 31,1%
  • Consolidated Net Profit of 9.3 million euros Increased 33.8%when compared to 9M14

REPORT

Activity

Turnover for the first nine months of 2015 amounted to 155.5 million which compares with 137.1 million euros in 9M2014.

The positive evolution of the private spending mainly in Portugal, coupled with the expansion programme accomplished last year, contributed to a growth of 13.5% .

By the end of the 3rd quarter'15 turnover amounted to 58 million euros, corresponding to a growth of 11.5% thus confirming the trend of the previous quarters.

The growing recovery verified last year fuelled an increase of the sales, with a less effect over the restaurants segment, showing a growth of 2.9%.

The largest increases were noted in the counter concepts (38%) and catering business (32%), which benefited from a relevant increase of the number of events mainly in the Lisbon area.

In Portugal, during the first month months of the year we closed eleven less profitable restaurants; opened four Burger King "drive-in" (Abóboda, Caldas da Rainha, Maia and Oeiras) and in the refurbished food court of the Lisbon airport we settled a KFC (replacing Pans) and a franchise "Go Natural".

In Spain we closed an own Pizza Móvil restaurant and two franchised ones.

Angola, saw the opening of the second restaurant in 2Q2015, making a total of six restaurants in operation.

By the end of 3Q2015 the Group reached 367 own restaurants (minus two than in 3Q2015), as shown below:

Nº of Stores 2014 2015
31-Dec Openings Transfer Closings 30-Sep
PORTUGAL 301 6 11 296
Own Stores 300 6 11 295
Pizza Hut 92 3 89
Okilo 8 2 6
Pans+Roulotte 54 3 51
Burger King 44 4 48
KFC 18 1 1 18
Pasta Caffé 12 1 11
Quiosques 9 9
Flor d`Oliveira 1 1 0
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 6 6
Concessions & Other 21 1 22
Franchise Stores 1 1
SPAIN 86 0 3 83
Own Stores 67 0 1 66
Pizza Móvil 34 1 33
Burger King 33 33
Franchise Stores 19 2 17
ANGOLA 4 2 6
KFC 4 2 6
Total Own stores 371 8 12 367
Total Franchise stores 20 0 2 18
TOTAL 391 8 14 385

Results

Consolidated net income at the end of 9M2015 amounted to 9.3 million euros, 2.3 million euros more than the homologous period.

Gross margin corresponds to 76.2% of turnover, inferior to the same period of 2014 (76.8%). A stronger promotional activity during this Summer and the alteration of the concepts mix, strengthening the counters contribution, resulted in a slight reduction of the margin .

The adjustment of costs to lower levels of activity carried out in the past three years translates into a more flexible cost structure that provides significant leverage of the profitability whenever it registers a turnover growth. In fact, there was a dilution of the weight of the different items:

  • Staff costs: increase of 11.6%, below sales evolution, thus representing 30.4% of turnover (9M14: 31.0%). The sales increase allowed a more efficient management of the staff and so it has been decided a partial reimplementation of the incentive policy discontinued over the last years.

  • Supplies and services: 7.1% increase, below sales increase, representing 31.0% of turnover, 1.9 pp less than in the same period of 2014. Higher marketing costs by 20% have been compensated by the dilution of the remaining fixed costs.

A tight costs control together with an increase in sales allowed a substantial recovery of the operating costs. EBITDA increased by 5.6 million euros and amounted to 23.6 million euros, ie 31% more yoy.

EBITDA margin stood at 15.2 % of turnover comparing with 13.2% in 9M2014, reflecting the improvement of the activity.

Consolidated EBIT margin, 10,3 of turnover, corresponds to an operating profit of 15,9 million euros.

Consolidated financial results were negative in 3.9 million euros, about 2.6 million euros higher than 9M2014, which corresponds to the amount of potential exchange differences recognized in Angola at 30 September.

The average cost of funds decreased to 3.5%, although affected by the impact of the financing raised in Angola, that represent about 15% of total contracted financing, with interest rates much higher than the Group average.

Balance Sheet

Total Assets amounted to about 230 million euros and equity stood at 134 million euros, representing about 58% of assets.

As a characteristic of this business, the current assets are lower than the current liabilities. The financial allowance stood at 32 million euros, slightly above the amount shown at the end of 2014.

CAPEX reached 13 million euros. Expansion absorbed circa 9.5 million euros and the remaining spent in the refurbishment of some restaurants.

The net debt on September 30, 2015 amounted to 16.9 million euros, 8.4 million euros lower than the figure recorded at 9M2014

The cash flow generated by the operations, 23 million euros, allowed to finance all the investments and to reduce the debt.

Own Shares

During 9M2015 own shares transactions were not carried out. On the 30th September the company held 2,000,000 own shares, representing 10% of the share capital, for an amount of 11,179,644 euros, corresponding to an average price per share of 5.59 euros.

Outlook

It is expected that the market trend persists and so a 4th semester in line is foreseeable, althoug with a slight slowdown, as the basis for comparison are increasingly higher.

Since the end of 3Q2015, and line with Capex, we opened two Burger King restaurants, and expect to open another two for Burger King and two for Pizza Hut. In Portugal.

In Angola, is it expected that the devaluation will continue and consequently the rise of inflation, which should determine negative impacts on the financial results of the Group and private spending in that market. Two restaurants are being built there, one KFC and one Pizza Hut. Their opening is likely to occur before the year end.

Porto, 17th de November 2015

______________________________ António Alberto Guerra Leal Teixeira

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ Juan Carlos Vázquez-Dodero

In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code each member of the board identified below declares that to the best of their knowledge:

  • (i) the consolidated financial statements of Ibersol SGPS, SA, referring to the first nine months, were drawn up in compliance with applicable accounting rules and provide a true and suitable picture of the assets and liabilities, financial situation and results of Ibersol SGPS, S.A., and the companies included in the consolidation perimeter; and
  • (ii) the interim management report includes a fair review of the important events that have occurred in the first nine months of this year and the evolution of business performance and the position of all the companies included in consolidation.

António Alberto Guerra Leal Teixeira Chairman of Board Directors António Carlos Vaz Pinto Sousa Member of Board Directors Juan Carlos Vázquez-Dodero Member of Board Directors

Ibersol S.G.P.S., S.A.

Consolidated Financial Statements

30th September 2015

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30th SEPTEMBER 2015 AND 31st DECEMBER 2014 (values in euros)

ASSETS Notes 30-09-2015 31-12-2014
Non-current
Tangible fixed assets 7 134.284.496 132.110.000
Goodwill 8 40.594.588 40.594.588
Intangible assets 8 13.672.625 13.493.705
Deferred tax assets 543.650 531.418
Financial assets - joint controlled subsidiaries 2.468.471 2.448.856
Other financial assets 397.204 370.058
Other non-current assets 1.416.929 1.487.814
Total non-current assets 193.377.963 191.036.439
Current
Stocks 6.889.144 5.937.327
Cash and bank deposits 19.665.379 13.566.782
Income tax receivable 65.996 9.859
Other current assets 15 10.061.084 8.955.678
Total current assets 36.681.603 28.469.646
Total Assets 230.059.566 219.506.085
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital
Own shares
20.000.000
-11.179.644
20.000.000
-11.179.644
Conversion Reserves -914.231 68.631
Legal Reserves 4.000.001 4.000.001
Other Reserves & Retained Results 107.457.711 100.691.623
Net profit in the year 9.307.049 7.756.088
128.670.886 121.336.699
Non-controlling interest 4.935.546 4.976.886
Total Equity 133.606.432 126.313.585
LIABILITIES
Non-current
Loans 21.656.561 24.028.060
Deferred tax liabilities 7.834.517 7.702.843
Provisions 861.962 32.118
Other non-current liabilities 246.925 268.561
Total non-current liabilities 30.599.965 32.031.582
Current
Loans
14.878.073 14.803.757
Accounts payable to suppl. and accrued costs 37.890.711 36.534.101
Income tax payable 1.549.641 1.257.399
Other current liabilities 15 11.534.744 8.565.661
Total current liabilities 65.853.169 61.160.918
Total Liabilities 96.453.134 93.192.500
Total Equity and Liabilities 230.059.566 219.506.085

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2015 AND 2014 (values in euros) IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes 30-09-2015 30-09-2014
Operating Income
Sales 5 155.040.312 136.617.922
Rendered services 5 502.358 436.426
Other operating income 1.644.135 1.355.030
Total operating income 157.186.805 138.409.378
Operating Costs
Cost of sales 37.084.999 31.765.035
External supplies and services 48.288.923 45.072.324
Personnel costs 47.341.376 42.428.362
Amortisation, depreciation and impairment losses 7 e 8 7.703.793 7.386.052
Other operating costs 823.774 1.105.649
Total operating costs 141.242.865 127.757.422
Operating Income 15.943.940 10.651.956
Net financing cost 16 -3.854.092 -1.219.446
Gaisn (losses) in joint controlled subsidiaries - Equity method 19.618 -27.132
Profit before tax 12.109.466 9.405.378
Income tax expense 2.843.756 2.482.115
Net profit 9.265.710 6.923.263
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results) -982.862 65.594
TOTAL COMPREHENSIVE INCOME 8.282.848 6.988.857
Net profit attributable to:
Owners of the parent 9.307.049 6.968.528
Non-controlling interest -41.340 -45.265
9.265.709 6.923.263
Total comprehensive income attributable to:
Owners of the parent 8.324.187 7.034.122
Non-controlling interest -41.340 -45.265
8.282.847 6.988.857
Earnings per share: 9
Basic 0,52 0,39
Diluted 0,52 0,39

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THIRD TRIMESTER OF 2015 AND 2014 (values in euros)

3rd TRIMESTER (unaudited)
Notes 2015 2014
Operating Income
Sales 5 57.790.437 51.846.665
Rendered services 5 164.783 134.796
Other operating income 510.440 450.292
Total operating income 58.465.660 52.431.753
Operating Costs
Cost of sales 13.783.464 11.361.954
External supplies and services 17.194.643 16.735.082
Personnel costs 16.291.908 14.773.539
Amortisation, depreciation and impairment losses 7 e 8 2.602.447 2.368.054
Other operating costs 300.087 406.559
Total operating costs 50.172.549 45.645.188
Operating Income 8.293.111 6.786.565
Net financing cost 16 -1.492.847 -149.870
Gaisn (losses) in joint controlled subsidiaries - Equity method 11.963 -10.353
Profit before tax 6.812.227 6.626.342
Income tax expense 1.665.235 1.731.499
Net profit 5.146.992 4.894.843
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results) -459.385 65.743
TOTAL COMPREHENSIVE INCOME 4.687.607 4.960.586
Net profit attributable to:
Owners of the parent 5.121.788 4.890.766
Non-controlling interest 25.203 4.077
5.146.991 4.894.843
Total comprehensive income attributable to:
Owners of the parent 4.662.403 4.956.509
Non-controlling interest 25.203 4.077
4.687.606 4.960.586
Earnings per share: 9
Basic 0,28 0,27
Diluted 0,28 0,27

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the nine months period ended 30th September, 2015 and 2014

(value in euros)

Ass
ign
ed
har
eho
lde
to s
rs
Not
e
Sh
Ca
ital
are
p
Ow
n
Sh
are
s
Co
rsio
nve
n
Res
erv
es
Leg
al
Res
erv
es
Oth
er
Res
&
erv
es
Ret
ain
ed
Res
ults
Net
Pro
fit
Tot
al p
nt
are
ity
equ
No
n
llin
tro
con
g
inte
t
res
Tot
al
Equ
ity
Bal
n 1
Ja
201
4
anc
e o
nua
ry
20.
000
.00
0
11.
179
.64
4
-
19.
045
-
4.0
00.
001
98.
105
.16
1
3.5
76.
462
114
.48
2.9
35
4.9
57.
161
119
.44
0.0
96
Ch
in t
he
iod
ang
es
per
:
lica
tion
of
the
lida
ted
fit f
20
13:
App
co
nso
pro
rom
T
sfe
and
ain
ed
ults
r to
ret
ran
res
erv
es
res
2.5
86.
462
2.5
86.
462
-
Co
rsio
- A
la
nve
n re
ser
ves
ngo
65.
594
- -
65.
594
65.
Net
lida
ted
inc
e in
the
nin
ont
h p
erio
d
co
nso
om
e m
594
Sep
end
ed
30
tem
ber
20
14
on
6.9
68.
528
6.9
68.
528
45.
265
-
6.9
23.
263
Tot
al c
han
in
the
riod
ges
pe
- - 65.
594
- 2.5
86.
462
4.3
82.
066
7.0
34.
122
45.
265
-
6.9
88.
857
Net
ofit
pr
6.9
68.
528
6.9
68.
528
45.
265
-
6.9
23.
263
Tot
al c
hen
sive
inc
om
pre
om
e
7.0
34.
122
45.
265
-
6.9
88.
857
Tra
ctio
wit
h c
ital
s in
the
riod
nsa
ns
ap
ow
ner
pe
App
lica
tion
of
the
lida
ted
fit f
20
13:
co
nso
pro
rom
P
aid
div
ide
nds
-99
0.0
00
-99
0.0
00
990
.00
0
-
990
.00
0
990
.00
0
-
-99
0.0
- - - - - - - 00
Bal
n 3
0 S
ber
20
14
ept
anc
e o
em
20.
000
.00
0
11.
179
.64
4
-
46.
549
4.0
00.
001
100
.69
1.6
23
6.9
68.
528
120
.52
7.0
57
4.9
11.
896
125
.43
8.9
53
Bal
Ja
n 1
201
5
anc
e o
nua
ry
20.
000
.00
0
11.
179
.64
4
-
68.
631
4.0
00.
001
100
.69
1.6
23
7.7
56.
088
121
.33
6.6
99
4.9
76.
886
126
.31
3.5
85
Ch
in t
he
iod
ang
es
per
:
App
lica
tion
of
the
lida
ted
fit f
20
14:
co
nso
pro
rom
T
sfe
and
ain
ed
ults
r to
ret
ran
res
erv
es
res
6.7
66.
088
6.7
66.
088
-
- -
Co
rsio
- A
la
nve
n re
ser
ves
ngo
-98
2.8
62
-98
2.8
62
982
.86
2
-
Net
lida
ted
inc
e in
the
nin
h p
erio
d
ont
co
nso
om
e m
end
ed
Sep
ber
30
tem
20
15
on
9.3
07.
049
9.3
07.
049
41.
340
9.2
65.
709
Tot
al c
han
in
the
riod
ges
pe
- - -98
2.8
62
- 6.7
66.
088
2.5
40.
961
8.3
24.
187
-
41.
340
8.2
82.
Net
ofit
pr
9.3
07.
049
9.3
07.
049
-
340
41.
-
847
9.2
65.
709
Tot
al c
hen
sive
inc
om
pre
om
e
8.3
24.
187
41.
340
-
8.2
82.
847
Tra
ctio
wit
h c
ital
s in
the
riod
nsa
ns
ap
ow
ner
pe
App
lica
tion
of
the
lida
ted
fit f
20
14:
co
nso
pro
rom
P
aid
div
ide
nds
-99
0.0
00
990
.00
0
-
990
.00
0
-
- - - - - -99
0.0
00
990
.00
0
-
- -99
0.0
00
Bal
n 3
0 S
ber
20
15
ept
anc
e o
em
20.
000
.00
0
11.
179
.64
4
-
914
.23
1
-
4.0
00.
001
107
.45
7.7
11
9.3
07.
049
128
.67
0.8
86
4.9
35.
546
133
.60
6.4
32

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the nine months period ended 30 September, 2015 and 2014

(value in euros)

September 30
Note
2015
2014
Cash Flows from Operating Activities
Flows from operating activities (1)
22.957.272
18.581.134
Cash Flows from Investment Activities
Receipts from:
Financial investments
5.640
Tangible fixed assets
19.287
37.975
Intangible assets
Investment benefits
84.525
97.954
Interest received
108.161
128.374
Payments for:
Financial Investments
27.147
65.816
Tangible fixed assets
12.493.611
12.948.444
Intangible assests
1.104.996
650.867
Flows from investment activities (2)
-13.413.781
-13.395.184
Cash flows from financing activities
Receipts from:
Loans obtained
2.193.687
890.520
Payments for:
Loans obtained
3.959.399
9.422.288
Amortisation of financial leasing contracts
61.483
Interest and similar costs
1.311.923
1.585.070
Dividends paid
990.000
990.000
Flows from financing activities (3)
-4.067.635
-11.168.321
Change in cash & cash equivalents (4)=(1)+(2)+(3)
5.475.856
-5.982.372
Perimeter changes effect
Exchange rate differences effect
-185.111
552.218
Cash & cash equivalents at the start of the period
13.471.613
21.404.814
Cash & cash equivalents at end of the period
19.132.580
14.870.224
Nine months period ending on

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2015

(Values in euros)

1. INTRODUCTION

IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 383 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Café Sô, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffee counters and other concessions. The group has 367 units which it operates and 18 units under a franchise contract. Of this universe, 83 are headquartered in Spain, of which 66 are own establishments and 17 are franchised establishments, and 6 in Angola.

Ibersol is a public limited company listed on the Euronext of Lisbon.

2. MAIN ACCOUNTING POLICIES

The main accounting policies applied in preparing these consolidated financial statements are identical to those used in preparing information for the periods ended September 30 and December 31, 2014, as described in the complete financial statements for the prior year presented.

2.1 Presentation basis

These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2015, mainly with the international standard nº. 34 – Interim Financial Report.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2014 and the accounting values considered in the nine months period ended on the 30 September 2015.

4. INFORMATION ABOUT THE COMPANIES INCLUDED IN THE CONSOLIDATION AND OTHER COMPANIES

4.1. The following group companies were included in the consolidation on 30th September 2015 and 30th September and 31st December 2014:

% Shareholding
Company Head Office Sep-15 Dec-14 Sep-14
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A. Porto 100% 100% 100%
Ibersol Restauração, S.A. Porto 100% 100% 100%
Ibersande Restauração, S.A. Porto 80% 80% 80%
Ibersol Madeira e Açores Restauração, S.A. Funchal 100% 100% 100%
Ibersol - Hotelaria e Turismo, S.A. Porto 100% 100% 100%
Iberking Restauração, S.A. Porto 100% 100% 100%
Iberaki Restauração, S.A. Porto 100% 100% 100%
Restmon Portugal, Lda Porto 61% 61% 61%
Vidisco, S.L. Vigo - Espanha 100% 100% 100%
Inverpeninsular, S.L. Vigo - Espanha 100% 100% 100%
Ibergourmet Produtos Alimentares, S.A. Porto 100% 100% 100%
Ferro & Ferro, Lda. Porto 100% 100% 100%
Asurebi SGPS, S.A. Porto 100% 100% 100%
Charlotte Develops, SL Madrid-Espanha 100% 100% 100%
Firmoven Restauração, S.A. Porto 100% 100% 100%
IBR - Sociedade Imobiliária, S.A. Porto 98% 98% 98%
Eggon SGPS, S.A. Porto 100% 100% 100%
Anatir SGPS, S.A. Porto 100% 100% 100%
Lurca, SA Madrid-Espanha 100% 100% 100%
Q.R.M.- Projectos Turísticos, S.A Porto 100% 100% 100%
Sugestões e Opções-Actividades Turísticas, S.A Porto 100% 100% 100%
RESTOH- Restauração e Catering, S.A Porto - - 100%
Resboavista- Restauração Internacional, Lda Porto 100% 100% 100%
José Silva Carvalho Catering, S.A Porto 100% 100% 100%
(a) Iberusa Central de Compras para Restauração ACE Porto 100% 100% 100%
(b) Vidisco, Pasta Café Union Temporal de Empresas Vigo - Espanha 100% 100% 100%
Maestro - Serviços de Gestão Hoteleira, S.A. Porto 100% 100% 100%
SEC - Eventos e Catering, S.A. Porto 100% 100% 100%
IBERSOL - Angola, S.A. Luanda - Angola 100% 100% 100%
HCI - Imobiliária, S.A. Luanda - Angola 100% 100% 100%
Parque Central Maia - Activ.Hoteleiras, Lda Porto - - 100%
Gravos 2012, S.A. Porto 98% 98% 80%
Companies controlled jointly
UQ Consult - Serviços de Apoio à Gestão, S.A. Porto 50% 50% 50%

(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services. (b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.

The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.

The shareholding percentages in the indicated companies imply an identical percentage in voting rights.

4.2. Alterations to the consolidation perimeter

4.2.1. Acquisition of new companies

The group did not buy any subsidiary in the nine months period ended on 30 September 2015.

4.2.2. Disposals

The group did not sell any of its subsidiaries in the nine months period ended on 30 September 2015.

5. INFORMATION PER SEGMENT

Ibersol monitors the business based on following segmentation:

SEGMENT BRANDS
Restaurants Pizza Hut Pasta Caffe Flor d'Oliveira Pizza Movil
Counters KFC O'Kilo Miit Burguer King Pans/Bocatta Coffee Counter
Other business Sol (SA) Concessões Catering Convenience stores

The results per segment for the nine month period ended on 30 September 2015 and 2014 were as follows:

Other, write off
30 SEPTEMBER 2015 Restaurants Counters Concessions
and Catering
and
adjustments
Total Group
Total sales and services 50.817.834 85.523.575 18.954.361 246.901 155.542.670
Operating cash-flow (EBITDA) 5.823.082 14.916.432 2.908.462 -244 23.647.733
Amortisation, depreciation and impairment losses 2.169.933 4.027.688 1.322.108 184.064 7.703.793
Operating income (EBIT) 3.653.149 10.888.744 1.586.354 -184.308 15.943.940
Other, write off
Concessions and
30 SEPTEMBER 2014 Restaurants Counters and Catering adjustments Total Group
Total sales and services 49.366.758 70.289.684 17.098.233 299.673 137.054.348
Operating cash-flow (EBITDA) 4.670.771 10.740.191 2.665.055 -38.008 18.038.008
Amortisation, depreciation and impairment losses 2.104.051 3.168.022 1.606.105 507.874 7.386.052
Operating income (EBIT) 2.566.719 7.572.169 1.058.951 -545.882 10.651.956

Transfers or transactions between segments are performed according to normal commercial terms and in the conditions applicable to independent third parties.

6. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the nine months period ended 30 September 2015.

In the restaurant segment season activity is characterized by an increase of sales in the months of July, August and December, witch leads to a greater activity on the third trimester of the year compared with the first semester. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the nine first months of the year, sales are about 75% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 85%.

7. TANGIBLE FIXED ASSETS

In the nine months period ended 30 September 2015 and in the year ending on 31 December 2014, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:

Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
1 January 2014
Cost 137.645.431 69.148.910 15.714.983 2.246.141 224.755.467
Accumulated depreciation 31.624.056 52.577.587 12.909.260 - 97.110.902
Accumulated impairment 5.846.597 615.812 62.515 - 6.524.924
Net amount 100.174.778 15.955.512 2.743.209 2.246.141 121.119.640
31 December 2014
Initial net amount 100.174.778 15.955.512 2.743.209 2.246.141 121.119.640
Changes in consolidat perimeter - - - - -
Currency conversion 420.771 103.958 18.384 148.796 691.909
Additions 8.000.737 3.456.236 1.702.727 9.231.887 22.391.587
Decreases 277.608 160.181 3.745 17 441.551
Transfers 2.056.779 - 574 -2.061.943 -4.590
Depreciation in the year 3.425.120 3.991.117 814.494 - 8.230.731
Deprec. by changes in the perim. - - - - -
Impairment in the year 3.416.264 - - - 3.416.264
Impairment reversion - - - - -
Final net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
31 December 2014
Cost 145.874.413 70.718.503 17.057.427 9.564.864 243.215.209
Accumulated depreciation 34.496.057 54.791.463 13.348.258 - 102.635.777
Accumulated impairment 7.844.284 562.633 62.515 - 8.469.432
Net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
30 September 2015
Initial net amount 103.534.073 15.364.408 3.646.655 9.564.864 132.110.000
Changes in consolidat perimeter - - - - -
Currency conversion -1.682.819 -371.364 -85.963 -905.886 -3.046.032
Additions 7.838.501 2.168.033 1.164.390 640.818 11.811.742
Decreases 63.908 106.716 4.604 0 175.227
Transfers 4.732.186 1.355.596 621.077 -6.635.634 73.224
Depreciation in the year 2.798.423 3.077.432 613.356 - 6.489.211
Deprec. by changes in the perim. - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 111.559.610 15.332.525 4.728.199 2.664.162 134.284.496
30 September 2015
Cost 153.800.360 72.337.207 18.512.936 2.664.162 247.314.667
Accumulated depreciation 35.656.310 56.498.800 13.736.044 - 105.891.153
Accumulated impairment 6.584.441 505.883 48.694 - 7.139.018
Net amount 111.559.610 15.332.525 4.728.199 2.664.162 134.284.496

(1) changes in 2014 and 2015 are due, mainly, to KFC restaurants in Angola.

Investments for the year 2014 and 2015 on fixed assets in the amount of about, respectively, 13 and 11 million euros are related to the opening of new units and renovation of the existing ones, in Portugal and in Spain. The balance of the end of the period refers essentially to units Burger King to open.

8. INTANGIBLE ASSETS AND GOODWILL

Goodwill and intangible assets are broken down as follows:

Sep-15 Dec-14
Goodwill 40.594.588 40.594.588
Intangible assets 13.672.625 13.493.705
54.267.213 54.088.293

In the nine months period ended 30 September 2015 and in the year ending on 31 December 2014, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:

Industrial Other intangible Intangible Assets in
Goodwill property Assets progress (1) Total
1 January 2014
Cost 42.370.687 21.249.053 5.296.349 2.410.920 71.327.009
Accumulated amortization - 7.488.729 4.933.428 - 12.422.157
Accumulated impairment 1.861.678 1.210.397 70.110 - 3.142.185
Net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
31 December 2014
Initial net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
Changes in consolidat. perimeter - - - - -
Currency conversion - 47.787 20 17.895 65.702
Additions 85.579 924.064 39.904 62.763 1.112.310
Decreases - 5.023 2.103 - 7.126
Transfers - -699.941 699.941 -3.608 -3.608
Amortization in the year - 1.118.603 421.851 - 1.540.454
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - 1.301.200 - - 1.301.200
Impairment reversion - - - - -
Final net amount 40.594.588 10.397.011 608.722 2.487.970 54.088.292
31 December 2014
Cost 42.456.266 21.231.044 5.969.250 2.487.970 72.144.530
Accumulated amortization - 8.322.510 5.290.418 - 13.612.928
Accumulated impairment 1.861.678 2.511.522 70.110 - 4.443.310
Net amount 40.594.588 10.397.012 608.722 2.487.970 54.088.293
Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
30 September 2015
Initial net amount 40.594.588 10.397.012 608.722 2.487.970 54.088.293
Changes in consolidat. Perimeter - - - - -
Currency conversion - -90.037 - -43.510 -133.547
Additions - 1.269.248 64.844 80.985 1.415.077
Decreases - 16.530 3.589 - 20.119
Transfers - 66.401 - -62.762 3.639
Amortization in the year - 827.703 258.425 - 1.086.128
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 40.594.588 10.798.391 411.552 2.462.683 54.267.215
30 September 2015
Cost 42.456.266 22.374.459 5.945.715 2.462.683 73.239.123
Accumulated amortization - 9.066.114 5.494.348 - 14.560.462
Accumulated impairment 1.861.678 2.509.954 39.815 - 4.411.447
Net amount 40.594.588 10.798.391 411.552 2.462.683 54.267.215

(1) intangible assets in progress balance refers mainly to the 3 new concessions yet to be open, in service areas of the following motorways: Guimarães, Fafe and Paredes. These service areas are still in the design stage and waiting for platforms delivery. It is contractually expected the refund of the amount paid, corresponding to the contract beginning platforms delivery, or full refund in case the final decision is not to build.

Industrial property includes group's concessions and territorial rights.

Goodwill is broken down as shown bellow:

Sep-15 Dec-14
Restaurants 11.104.988 11.104.988
Counters 25.349.831 25.349.831
Concessions and Catering 3.874.469 3.874.469
Other, write off and adjustments 265.300 265.300
40.594.588 40.594.588

9. INCOME PER SHARE

Income per share in the nine months period ended 30 September 2015 and 2014 was calculated as follows:

Sep-15 Sep-15
Profit payable to shareholders 9.307.049 6.968.528
Mean weighted number of ordinary shares issued 20.000.000 20.000.000
Mean weighted number of own shares -2.000.000 -2.000.000
18.000.000 18.000.000
Basic earnings per share (€ per share) 0,52 0,39
Earnings diluted per share (€ per share) 0,52 0,39
Number of own shares at the end of the year 2.000.000 2.000.000

10. DIVIDENDS

At the General Meeting of 30th April 2015, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2014), representing a total value of 990.000 euros for outstanding shares (990.000 euros in 2014), settled on May 29th, 2015.

11. CONTINGENT ASSETS AND LIABILITIES

The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities.

On 30th September 2015 and 31st December 2014, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Sep-15 Dec-14
Bank guarantees 1.788.189 1.884.411

Bank guarantees are related mainly to concessions and rents.

On early October 2013, a joint administrative action against the Portuguese State, was brought by the subsidiary Iberusa Hotelaria e Restauração, S.A., whose cause of action falls in extensive property damage caused by the current and future implementation of Iberusa signed contracts under the Public-Private Partnerships, concerning several highway concessions where Iberusa explores, in different service areas, several establishments, under the various sub-conceded contracts.

12. COMMITMENTS

No investments had been signed on the Balance Sheet date which had not taken place yet.

13. IMPAIRMENT

Changes in the nine months period ended 30 September 2015 and in the year ending on 31 December 2014, under the heading of asset impairment losses were as follows:

Sep-15
Impairment
Starting
balance
Cancellation assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 8.469.432 - -1.330.414 - - 7.139.018
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 2.581.631 - -31.862 - - 2.549.769
Stocks 74.981 - - - - 74.981
Other current assets 1.386.567 - - 72.035 -50.175 1.408.427
Other non current assets 158.512 - - - - 158.512
14.532.802 - -1.362.276 72.035 -50.175 13.192.385
Dec-14
Impairment
Starting
balance
Cancellation assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 6.524.924 - -1.471.757 3.416.264 - 8.469.432
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 1.280.506 - -75 1.301.200 - 2.581.631
Stocks 74.981 - - - - 74.981
Other current assets 1.167.468 - - 262.543 -43.444 1.386.567
Other non current assets - - - 158.512 - 158.512
10.909.557 - -1.471.832 5.138.520 -43.444 14.532.802

14. FINANCIAL RISK MANAGEMENT

14.1 Financial risk factors

The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.

Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.

a) Market risk

i) Currency exchange risk

The currency exchange risk is very low, since the group operates mainly in the Iberian market. Bank loans are mainly in euros and acquisitions outside the Euro zone are of irrelevant proportions.

Although the Group holds investments outside the euro-zone in external operations, in Angola, although the reduced size of the investment, the low oil price is condition a shortage of foreign currency in Angola and the depreciation of Kwanza is a risk to consider. Angolan branch loans in the amount of 2.125.000 USD does not provide material exposure to currency exchange rate due to its reduced amount and to the strong correlation between USA dollar and local currency. The remaining loans are in local currency, the same as the revenues. Mainly commercial liabilities in foreign currency amount to 1.579.639 USD and 6.507.370 EUR.

Based on simulations performed on September 30, 2015, a decline of over 5% AOA, keeping everything else constant, would have a negative impact on net income for the period of 350 thousand euros

Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:

Sep-15
Euro exchange rates (x Rate on September, Average interest rate
foreign currency per 1 Euro) 30 2015 September 2015
Kwanza de Angola (AOA) 152,346 130,634
Dec-14
Euro exchange rates (x Rate on December, Average interest rate
foreign currency per 1 Euro) 31 2014 year 2014
Kwanza de Angola (AOA) 124,984 131,044

ii) Price risk

The group is not greatly exposed to the merchandise price risk.

iii) Interest rate risk (cash flow and fair value)

Since the group does not have remunerated assets earning significant interest, the profit and cash flow from investment activities are substantially independent from interest rate fluctuations.

The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of totally or partially fixing the interest rates.

The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. The interest rate swap to hedge the risk of a 10 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan.

Based on simulations performed on 30 September 2015, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 127 thousand euros.

b) Credit risk

The group's main activity covers sales paid in cash or by debit/credit cards. As such, the group does not have relevant credit risk concentrations. It has policies ensuring that sales on credit are performed to customers with a suitable credit history. The group has policies that limit the amount of credit to which these customers have access.

c) Liquidity risk

Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.

The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.

At the end of the third quarter, current liabilities reached 66 million euros, compared with 37 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2015 the renewal of the commercial paper programmes (10.000.000 euros). However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.

On September 30, 2015, the use of short term liquidity cash flow support was of 5%. Investments in term deposits of 2,2 million match 6% of liabilities paid.

The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:

to September 2016 from September 2016 to 2021
Bank loans and overdrafts 4.784.663 11.879.937
Commercial paper 10.000.000 9.500.000
Suppliers of fixed assets c/ a 5.530.453 -
Suppliers c/ a 21.624.124 -
Leasing suppliers 93.410 276.624
Other creditors 11.645.447 246.925
Accrued costs 10.736.134 -
Total
64.414.231
21.903.486

d) Capital risk

The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.

On 30th September 2015 the gearing ratio was of 11% and on 31st December 2014 of 17%, as follows:

Set-15 Dec-14
Bank loans 36.534.634 38.831.817
Cash and bank deposits -19.665.379 -13.566.782
Net indebtedness 16.869.255 25.265.035
Equity 133.606.432 126.313.585
Total capital 150.475.687 151.578.620
Gearing ratio 11% 17%

Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in September 2015 we have only a 11% ratio.

14.2 Estimated fair value

The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.

The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.

15. OTHER CURRENT ASSETS AND LIABILITIES

Other current assets and liabilities on 30 September 2015 and 31st December 2014 are broken down as follows:

Other current assets

Sep-15 Dec-14
Clients 3.905.710 3.733.279
State and other public entities 157.345 219.434
Other debtors 3.769.544 3.331.421
Advances to suplliers 819.072 321.639
Accruals and income 808.798 1.042.710
Deferred costs 2.019.113 1.693.763
Other current assets 11.479.582 10.342.246
Accumulated impairment losses 1.418.498 1.386.568
10.061.084 8.955.678
Other current liabilities
Sep-15 Dec-14
Other creditors (1) 4.188.863 1.603.073
State and other public entities 5.906.943 5.587.781
Deferred income 1.438.938 1.374.807
11.534.744 8.565.661

(1) unlike 2014, on 2015 wages of the month of September, were paid in early October 2015 (2.464.515 euros), due to the change of procedures in the payroll period (from the 26 of n-1 month to the 25 of n month changed to 01-30 of month n), thereby fulfilling with all legal requirements of the Social Security services.

16. NET FINANCING COST

Net financing cost on 30th September 2015 and 31st December 2014 are broken down as follows:

2015 2014
Interest paid 842.264 1.105.226
Interest earned -27.302 -83.720
Currency exchange differences (1) 2.508.943 -248.590
Payment discounts obtained -6.249 -4.469
Other financial costs and income 536.436 450.999
3.854.092 1.219.446

(1) in the second quarter, the devaluation of Kwanza (AOA) against major currencies, with particular emphasis on the USD gave potential unfavorable exchange differences in Angola for updating of assets and liabilities in foreign currency.

17. TRANSACTIONS WITH RELATED PARTIES

The following entities have a qualifying shareholding, with over 10% of voting rights in the group:

  • António Carlos Vaz Pinto de Sousa – 1.400 shares (*)

  • António Alberto Guerra Leal Teixeira 1.400 shares (*)

  • Bestinver Gestion 2.848.917 shares
  • ATPS SGPS, SA 983.701 shares
  • IES SGPS, SA 9.998.000 shares

(*) each holds 50% of ATPSII- SGPS, which in turn holds directly or indirectly, ATPS –SGPS and IES-SGPS.

After deducting own shares, there are still 23% of shares dispersed among other shareholders.

- UQ Consult, S.A. – joint undertakings

With regard to the balances and transactions with related parties, the overall value of the Group balances and transactions with the joint venture UQ Consult was, respectively, 725.076 e 1.757.828 euros.

Remuneration and benefits assigned to directors

The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provides services of administration and management to the group. ATPS-S.G.P.S., S.A.. And, under contract with Ibersol Restauração, S.A., has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and Antonio Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.

18. SUBSEQUENT EVENTS

There were no subsequent events as of 30 September 2015 that may have a material impact on these financial statements.

19. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 17th November 2015.

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