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Ibersol

Earnings Release Nov 19, 2012

1932_10-q_2012-11-19_c59769f3-0bf2-4814-9a36-019010b90b67.pdf

Earnings Release

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IBERSOL – SGPS, SA

Publicly Listed Company

Head office: Praça do Bom Sucesso 105/159, 9º andar, Porto Sahre Capital: Euro 20.000.000 Commercial Registry: Oporto under the number 501669477 Fiscal Number: 501 669 477

CONSOLIDATED RESULTS on 9M12 Unaudited

  • Turnover of 127.1 million euro Decrease of 13 % over the 3rd Quarter of 2011.
  • Consolidated EBITDA reached 12.7 million euro YoY EBITDA in 2012 decreased by 30%
  • Consolidated net profit of 2.7 million euro Decrease of 61.4% over the same period of 2011

REPORT

Activity

Consolidated turnover of the first nine months of 2012 amounted to 127.1 million euro which compares with 146.1 million euro in the same period of 2011.

The activity of the third quarter remained in line with the trend of previous quarters, deeply penalized by the sharp drop in consumption in Portugal and the increase of VAT from 13% to 23%.

In the Iberian market the turnover of Ibersol decreased 13.5%, reflecting an adverse evolution of demand.

Considering the opening of the first unit in Angola in August, in the first nine months the turnover of the Group ended with a 13% decreasing.

Sales contributions by concept and market:

SALES Euro million % Ch.
12/11
Pizza Hut 38,22 -16,9%
Pans/Bocatta 12,55 -19,0%
KFC 6,64 -8,8%
Burger King 14,85 -10,3%
Pasta Caffé (Portugal) 3,76 -22,6%
O`Kilo 2,15 -33,5%
Quiosques 1,64 -16,3%
Cafetarias 3,26 -26,4%
Flor d`Oliveira 0,22 -30,0%
Catering (SeO e SCC) 2,92 -17,0%
Concessions & Other 6,30 -0,7%
Portugal 92,51 -15,9%
Pizza Móvil 9,79 -4,6%
Pasta Caffé (Spain) 0,69 -36,7%
Burger King Spain 21,07 -3,1%
Spain 31,56 -4,7%
Angola 0,63
Total without Angola 124,07 -13,3%
Total Sales of Restaurants 124,07 -13,3%

After the strong fall in consumption on January, the Portuguese market had maintain relatively stable with losses of sales around the 15%.

The concepts of counter KFC and Burger King have demonstrated a greater capacity for sustaining sales and recorded losses below the market, ie continued with market share gains.

The concepts operating under concession spaces with a large component of convenience have remain the best performing, maintaining the level of sales for the same period last year. On the other hand, Service Areas (in motorways) were the most affected by the recessionary situation in the Portuguese economy.

In Spain, the third quarter had shown a slight slowdown, however the market drops substantially lower than those in Portugal. The changing in VAT rate held in September was only 2p.p. and do not appear to have significantly impacted on market behavior.

In accumulated our brands in Spain showed a decline in sales of around 5%. This behavior is highly influenced by the definitive closures of units - Pizza and Pasta Caffé Móvil - and the temporary closures for refurbishment in the case of Burger King.

Continuing the policy of contract renewal of the locations – not to renew if the conditions are not adjusted to the traffic reality – eight more units were closed in the third quarter.

In the first nine months, the Group closed 16 own units, acquired three franchised units and 1 units opened in Angola.

By the end of the third quarter the number of units amounted to 403, as shown below:

Nº of Stores 2011 2012 2012
31-Dec Openings Transfer Closings 30-Sep
PORTUGAL 317 0 8 309
Ow n Stores 316 0 8 308
Pizza Hut 99 3 96
Okilo 14 3 11
Pans 59 2 57
Burger King 38 38
KFC 18 18
Pasta Caffé 16 16
Quiosques 10 10
Flor d`Oliveira 1 1
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 5 5
Concessions & Other 21 21
Franchise Stores 1 1
SPAIN 102 0 9 93
Ow n Stores 79 0 3 8 74
Pizza Móvil 43 3 6 40
Pasta Caffé 3 1 2
Burger King 33 1 32
Franchise Stores 23 0 -3 1 19
ANGOLA 102 1 1
KFC 0 1 1
Total Own stores 395 1 16 383
Total Franchise stores 24 0 1 20
TOTAL 419 1 17 403

Results

Consolidated net profit for the third quarter reached 2.7 million euros, 61% below what has been achieved in the same period of 2011.

The reduction in consolidated net profit which amounted to 4.3 million, stems largely from the nonincorporation of the total increase in VAT on the sale price which impacted negatively by approximately 3.0 million euro in gross margin and in results.

The gross margin decrease to 76.7% of turnover and it is slightly lower than in 9M11. If we adjust the effect of the VAT in prices would result a gross margin of 77.3%, less 3 b.p. that than seen in the first nine months of 2011, reflecting a greater promotional effort.

The lower activity has required an adjustment on costs, translated by the end of September:

  • In a 13.3% reduction in personnel costs, that now represents 33.5% of turnover and compares with 33.6% in the same period of 2011;

  • In External Supplies and Services which decreased by 9,7%, now representing 33.9% of turnover, 120 b.p. above than 2011, corresponding to an operating effort to streamline some costs , despite lengthy process of renegotiating rents.

The strong decline in sales, the price reductions associated with the increase in VAT and the preopening costs in Angola have a strong impact on the profitability. Consolidated EBITDA decreased by EUR 5.4 million and reached to EUR 12.7 million, or 30% less than the same period of 2011.

The EBITDA margin stood at 10.0% of turnover compared with 12.3% in the same period of 2011, reflecting the incapacity of reaching integral costs adjustment to the new reality of sales.

Consolidated EBIT margin was 4.2% of turnover, corresponding to an operating profit of 5.3 million euros.

Consolidated financial results were negative in 1.6 million euros, an increase of 542 thousand euros over the value recorded in the first nine months of 2011. The increase verified in average cost of funds had not been balanced by the deposits rates due to the limitations imposed by the regulator.

The average cost of funds stood at 4.9% and incorporates the financing obtained in Angola whose cost is substantially higher than the average cost in Portugal.

Balance Sheet

Total Assets amounted to about 230 million euros and shareholders' equity stood at 117 million euros, representing around 51% of the Assets.

As is characteristic of this business, the Current Assets is less than the Current Liabilities. The financial allowance stands at 20 million euros, 5 million euros over that recorded at year end.

Capex amounted to 6.5 million euros. Highlight for the store of Angola, the relocation of Pizza Hut Maia, the acquisition of the assets of 3 units franchised Pizza Móvil and remodeling of 5 units Burger King in Spain.

Net debt reached to 26.0 million euros, 2.3 million lower than the year end.

Own Shares

During the first nine months the company not acquired or sold company shares. On 30th September the company held 2,000,000 shares (10% of the capital), with a face value of 1€ each, for an overall acquisition value of 11,179,644 euros, corresponding an average price per share 5.59 euro.

Outlook

It is expected that the fourth quarter will have a behavior similar to that of previous quarters. However, a decline in income of families associated with the increase over the personal income tax scheduled for January, can in advance affect adversely the consumption of December.

We will continue with the plan of adjustment of resources to sales trends and intensify the process of renegotiating rents.

In late October we opened a second unit KFC in Angola, located in Belas Shopping.

Porto, 16th de November 2012

The Board of Directors,

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ António Alberto Guerra Leal Teixeira

______________________________ Juan Carlos Vázquez-Dodero

In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code 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 Carlos Vaz Pinto Sousa Chairman of Board Directors António Alberto Guerra Leal Teixeira Member of Board Directors Juan Carlos Vázquez-Dodero Member of Board Directors

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

Consolidated Financial Statements

30 September 2012

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30 SEPTEMBER 2012 AND 31 DECEMBER 2011 (values in euros)

ASSETS Notes 30-09-2012 31-12-2011
Non-current
Tangible fixed assets 7 121.444.103 123.224.419
Goodwill 8 43.034.262 43.034.262
Intangible assets 8 16.397.063 16.205.541
Deferred tax assets 1.107.355 1.054.915
Financial assets available for sale 533.685 733.685
Other non-current assets 1.653.463 1.710.740
Total non-current assets 184.169.931 185.963.562
Current
Stocks 3.506.901 3.590.104
Cash and cash equivalents 29.044.306 29.316.069
Other current assets 12.984.674 8.879.845
Total current assets 45.535.881 41.786.018
Total Assets 229.705.812 227.749.580
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital 20.000.000 20.000.000
Own shares -11.179.644 -11.179.644
Goodwill 156.296 156.296
Reserves and retained results 100.428.366 95.293.425
Net profit in the year 2.671.590 6.125.138
112.076.608 110.395.215
Non-controlling interest 4.498.768 4.449.991
Total Equity 116.575.376 114.845.206
LIABILITIES
Non-current
Loans 36.766.063 44.331.622
Deferred tax liabilities 11.188.350 10.820.760
Provisions 33.257 33.257
Other non-current liabilities 332.400 420.552
Total non-current liabilities 48.320.070 55.606.191
Current
Loans 18.248.244 13.313.341
Accounts payable to suppl. and accrued costs
Other current liabilities
32.963.641
13.598.480
29.712.622
14.272.220
Total current liabilities 64.810.365 57.298.183
Total Liabilities 113.130.436 112.904.374
Total Equity and Liabilities 229.705.812 227.749.580

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2012 AND 2011 (values in euros) IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Operating Income
Sales
5
126.602.577
145.531.010
Rendered services
5
484.187
596.294
Other operating income
1.951.569
2.613.541
Total operating income
129.038.333
148.740.845
Operating Costs
Cost of sales
29.549.527
32.712.771
External supplies and services
43.131.824
47.740.845
Personnel costs
42.619.415
49.154.551
Amortisation, depreciation and impairment losses
7 e 8
7.364.136
7.244.256
Other operating costs
1.076.430
1.114.218
Total operating costs
123.741.332
137.966.641
Operating Income
5.297.001
10.774.204
Net financing cost
-1.593.942
-1.051.411
Profit before tax
3.703.059
9.722.793
Income tax expense
5
982.692
2.669.701
Profit for the year from continuing operations
2.720.367
7.053.092
Net profit
2.720.367
7.053.092
TOTAL COMPREHENSIVE INCOME
2.720.367
7.053.092
Net profit from continuing operations attributable to:
Owners of the parent
2.671.590
6.884.555
Non-controlling interest
48.777
168.537
2.720.367
7.053.092
Net profit attributable to:
Owners of the parent
2.671.590
6.884.555
Non-controlling interest
48.777
168.537
2.720.367
7.053.092
Total comprehensive income attributable to:
Owners of the parent
2.671.590
6.884.555
Non-controlling interest
48.777
168.537
2.720.367
7.053.092
Earnings per share:
9
From continuing operations:
Basic
0,15
0,38
Notes 30-09-2012 30-09-2012
Diluted 0,15 0,38

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THIRD TRIMESTER OF 2012 AND 2011

(values in euros)

3rd TRIMESTER
(unaudited)
Notes 2012 2011
Operating Income
Sales 5 45.303.075 52.500.201
Rendered services 5 157.319 190.247
Other operating income 494.659 1.063.317
Total operating income 45.955.053 53.753.765
Operating Costs
Cost of sales 10.286.426 11.780.761
External supplies and services 14.988.638 17.059.623
Personnel costs 14.368.796 16.511.010
Amortisation, depreciation and impairment losses 7 e 8 2.507.774 2.499.638
Other operating costs 432.187 583.723
Total operating costs 42.583.821 48.434.755
Operating Income 3.371.232 5.319.010
Net financing cost -817.262 -481.190
Profit before tax 2.553.970 4.837.820
Income tax expense 5 660.923 1.286.474
Profit for the year from continuing operations 1.893.047 3.551.346
Net profit 1.893.047 3.551.346
TOTAL COMPREHENSIVE INCOME 1.893.047 3.551.346
Net profit from continuing operations attributable to:
Owners of the parent 1.870.729 3.473.158
Non-controlling interest 22.318 78.188
1.893.047 3.551.346
Net profit attributable to:
Owners of the parent
1.870.729 3.473.158
Non-controlling interest 22.318 78.188
1.893.047 3.551.346
Total comprehensive income attributable to:
Owners of the parent 1.870.729 3.473.158
Non-controlling interest 22.318 78.188
1.893.047 3.551.346
Earnings per share: 9
From continuing operations:
Basic 0,10 0,19
Diluted 0,10 0,19

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the nine months period ended 30 September, 2012 and 2011

(value in euros)

Att
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tab
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har
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Not
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Net
Pro
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Tot
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Tot
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81
81.
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6
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6
104
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1.8
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4.8
70.
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109
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2.6
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13.
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Sep
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6.8
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6.8
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6.8
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7.0
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Tra
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App
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110
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115
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.00
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81
95.
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138
110
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4.4
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114
.84
5.2
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of P
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2
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3.1
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30
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20
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2.6
71.
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2.6
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48.
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2.7
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Tot
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5.1
31.
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112
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6.6
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4.4
98.
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116
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75

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the nine months period ended 30 September, 2012 and 2011

(value in euros)

Nine months period ending on
September 30
Note 2012 2011
Cash Flows from Operating Activities
Flows from operating activities (1) 13.102.071 15.758.896
Cash Flows from Investment Activities
Receipts from:
Financial investments
Tangible fixed assets 175.368 72.716
Intangible assets 5.443
Investment benefits
Interest received 705.771 717.851
Dividends received
Other
Payments for:
Financial Investments 200.000 430.537
Tangible fixed assets 7.228.619 7.079.638
Intangible assests 1.162.254 493.916
Other
Flows from investment activities (2) -7.709.734 -7.208.081
Cash flows from financing activities
Receipts from:
Loans obtained 4.000.000 9.103.898
Sale of own shares
Other
Payments for:
Loans obtained 6.557.496 14.071.879
Amortisation of financial leasing contracts 544.968 1.281.250
Interest and similar costs 2.100.670 1.496.759
Dividends paid 990.000 990.000
Capital reductions and supplementary entries
Acquisition of own shares
Other
Flows from financing activities (3) -6.193.134 -8.735.990
Change in cash & cash equivalents (4)=(1)+(2)+(3)
Perimeter changes effect
-800.797 -185.175
Exchange rate differences effect
Cash & cash equivalents at the start of the period 28.481.438 29.239.847
Cash & cash equivalents at end of the period 27.680.641 29.054.672

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(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 403 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burguer King, O' Kilo, Bocatta, Café Sô, Quiosques, Pizza Móvil, Flor d'Oliveira, Sol, Sugestões e Opções, José Silva Carvalho, Catering and SEC Eventos e Catering. The group has 383 units which it operates and 20 units under a franchise contract. Of this universe, 93 are headquartered in Spain and in Angola, of which 75 are own establishments and 19 are franchised establishments.

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 described below.

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 30 September 2012, mainly with the international standard n.º 34 –Interim Financial Report.

The accounting policies applied on 30 September 2012 are identical to those applied for preparing the financial statements of 30 September and of 31 December 2011.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2011 and the accounting values considered in the nine months period ended on the 30 September 2012.

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

4.1 The following group companies were included in the consolidation on 30 September 2012, 30 September 2011 and 31 December 2011:

% Shareholding
Company Head Office Sep-12 Dec-11 Sep-11
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A.
Ibersol Restauração, S.A.
Ibersande Restauração, S.A.
Ibersol Madeira e Açores Restauração, S.A.
Ibersol - Hotelaria e Turismo, S.A.
Iberking Restauração, S.A.
Iberaki Restauração, S.A.
Restmon Portugal, Lda
Vidisco, S.L.
Inverpeninsular, S.L.
Ibergourmet Produtos Alimentares, S.A.
Ferro & Ferro, Lda.
Asurebi SGPS, S.A.
Charlotte Develops, SL
Firmoven Restauração, S.A.
IBR - Sociedade Imobiliária, S.A.
Eggon SGPS, S.A.
Anatir SGPS, S.A.
Lurca, SA
Q.R.M.- Projectos Turísticos, S.A
Sugestões e Opções-Actividades Turísticas, S.A
RESTOH- Restauração e Catering, S.A
Resboavista- Restauração Internacional, Lda
José Silva Carvalho Catering, S.A
(a) Iberusa Central de Compras para Restauração ACE
(b) Vidisco, Pasta Café Union Temporal de Empresas
Maestro - Serviços de Gestão Hoteleira, S.A.
(c) SEC - Eventos e Catering, S.A.
(d) IBERSOL - Angola, S.A.
(d) HCI - Imobiliária, S.A.
(e) Parque Central Maia - Activ.Hoteleiras, Lda
Porto
Porto
Porto
Funchal
Porto
Porto
Porto
Porto
Vigo - Espanha
Vigo - Espanha
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Porto
Porto
Vigo - Espanha
Porto
Maia
Luanda - Angola
Luanda - Angola
Porto
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
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98%
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61%
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98%
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-
100%
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61%
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90%
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-
-
-
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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.

(c) ex-Solinca – Eventos e Catering, S.A.. (d) Subsidiaries excluded from consolidation perimeter in the first half of the year 2011. Only included in the consolidated statements for the year 2011, having been incorporated since January 1, 2011.

(e) subsidiary incorporated in 2012 in the consolidation, acquired on 14/12/2011,

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

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

4.2. Alterations to the consolidation perimeter

4.2.1. Acquisition of new companies

The group did not buy any subsidiary in the nine months period ended on 30 September 2012.

4.2.2. Disposals

The group did not sell any of its subsidiaries in the nine months period ended on 30 September 2012.

5. INFORMATION PER SEGMENT

In the nine months ended September 30, 2012, since there is no operational activity and asset values are not enough to constitute a separate segment, the contribution of Angola is reflected in the segment of Portugal.

Main Report Format – geographic segment

The results per segment for the nine months period ended on 30 September 2012 are as follows:

30 September 2012 Portugal Spain Group
Restaurants 93.134.025 31.559.464 124.693.489
Merchandise 647.148 1.261.940 1.909.088
Rendered services 141.599 342.588 484.187
Turnover por Segment 93.922.772 33.163.992 127.086.764
Operating income 3.368.618 1.928.383 5.297.001
Net financing cost -1.102.857 -491.085 -1.593.942
Share in the profit by associated companies - - -
Pre-tax income 2.265.761 1.437.298 3.703.059
Income tax 686.594 296.098 982.692
Net profit in the period 1.579.167 1.141.200 2.720.367

The results per segment for the nine months period ended on 30 September 2011 are as follows:

30 September 2011 Portugal Spain Group
Restaurants 109.987.183 33.120.117 143.107.300
Merchandise 952.751 1.470.959 2.423.710
Rendered services 201.910 394.384 596.294
Turnover por Segment 111.141.844 34.985.460 146.127.304
Operating income 8.843.271 1.930.933 10.774.204
Net financing cost -620.828 -430.583 -1.051.411
Share in the profit by associated companies - - -
Pre-tax income 8.222.443 1.500.350 9.722.793
Income tax 2.408.780 260.921 2.669.701
Net profit in the period 5.813.663 1.239.429 7.053.092

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 2012.

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 74% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 77%.

7. TANGIBLE FIXED ASSETS

In the nine months period ended 30 September 2012 and in the year ending on 31 December 2011, the following movements took place in the value of tangible fixed assets, and in the respective amortisation and accumulated impairment losses:

Land and Other tangible Tangible Assets
buildings Equipment Assets in progress (1) Total
1 January 2011
Cost 125.377.979 68.148.991 14.244.146 86.578 207.857.695
Accumulated depreciation 24.550.849 46.881.834 11.111.499 - 82.544.182
Accumulated impairment 3.503.698 724.127 45.947 - 4.273.772
Net amount 97.323.433 20.543.030 3.086.700 86.578 121.039.741
31 December 2011
Initial net amount 97.323.433 20.543.030 3.086.700 86.578 121.039.741
Changes in consolidat perimeter 1.805.422 43.960 16.434 326.173 2.191.989
Additions 6.143.015 2.488.436 576.160 2.773.526 11.981.137
Decreases 993.280 219.079 4.024 17.869 1.234.252
Transfers - 29.191 336 -38.539 -9.012
Depreciation in the year 2.982.417 4.302.404 1.148.508 - 8.433.329
Deprec. by changes in the perim. 21.430 881 172 - 22.483
Impairment in the year 2.430.292 - - - 2.430.292
Impairment reversion -140.927 - - - -140.927
Final net amount 98.985.378 18.582.253 2.526.926 3.129.869 123.224.427
31 December 2011
Cost 130.836.755 68.806.067 14.444.010 3.129.869 217.216.702
Accumulated depreciation 26.925.340 49.658.496 11.854.570 - 88.438.405
Accumulated impairment 4.926.037 565.318 62.515 - 5.553.870
Net amount 98.985.378 18.582.253 2.526.926 3.129.869 123.224.427
Land and
buildings
Equipment Other tangible
Assets
Tangible Assets
in progress (1)
Total
30 September 2012
Initial net amount 98.985.378 18.582.253 2.526.926 3.129.869 123.224.427
Changes in consolidat perimeter - - - - -
Currency conversion -1.208 -41 -12 -1.720 -2.981
Additions 2.671.842 2.289.454 273.738 134.066 5.369.100
Decreases 432.686 187.329 1.296 2.183 623.494
Transfers 1.723.453 399.692 102.058 -2.482.310 -257.107
Depreciation in the year 2.346.565 3.153.080 760.498 - 6.260.143
Deprec. by changes in the perim. - - - - -
Impairment in the year - - - - -
Impairment reversion 5.697 - - - 5.697
Final net amount 100.594.517 17.930.949 2.140.916 777.722 121.444.105
30 September 2012
Cost 133.042.467 69.986.666 14.591.907 777.722 218.398.763
Accumulated depreciation 28.580.117 51.493.084 12.388.477 - 92.461.677
Accumulated impairment 3.867.833 562.633 62.515 - 4.492.981
Net amount 100.594.517 17.930.949 2.140.916 777.722 121.444.105

(1) fixed assets in progress relates mainly to the KFC restaurant Belas Shopping in Luanda, Angola. The movements in the period concern the 1st KFC restaurant in Luanda, Angola, open to the public on the third trimester.

8. INTANGIBLE ASSETS

Intangible assets are broken down as follows:

Sep-12 Dec-11
Goodwill 43.034.262 43.034.262
Other intangible assets 16.397.063 16.205.541
59.431.325 59.239.803

In the nine months period ended 30 September 2012 and in the year ending on 31 December 2011, the movement in the value of intangible fixed assets and in the respective amortisation and accumulated impairment losses were as follows:

Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
1 January 2011
Cost 44.765.226 19.141.360 4.604.257 2.273.973 70.784.816
Accumulated amortisation - 4.631.460 3.394.424 - 8.025.884
Accumulated impairment 1.861.678 208.442 149.073 - 2.219.193
Net amount 42.903.548 14.301.458 1.060.760 2.273.973 60.539.739
31 December 2011
Initial net amount 42.903.548 14.301.458 1.060.760 2.273.973 60.539.739
Changes in consolidat. Perimeter 130.714 - 7.546 - 138.260
Additions - 572.783 168.654 14.651 756.088
Decreases - 14.575 10.941 - 25.516
Transfers - 9.142 - -4.455 4.687
Depreciation in the year - 932.842 585.247 - 1.518.089
Deprec. by changes in the perim. - - - - -
Impairment in the year - 711.586 - - 711.586
Impairment reversion - -48.930 -7.290 - -56.221
Final net amount 43.034.262 13.273.310 648.062 2.284.169 59.239.803
31 December 2011
Cost 44.895.940 19.567.107 4.703.952 2.284.169 71.451.168
Accumulated amortisation - 5.572.828 3.985.780 - 9.558.608
Accumulated impairment 1.861.678 720.969 70.109 - 2.652.757
Net amount 43.034.262 13.273.310 648.062 2.284.169 59.239.804
Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
30 September 2012
Initial net amount 43.034.262 13.273.310 648.062 2.284.169 59.239.804
Changes in consolidat. Perimeter - - - - -
Additions - 361.884 13.984 749.570 1.125.438
Decreases - 8.259 5.844 - 14.103
Transfers - 18.158 - 167.410 185.568
Depreciation in the year - 719.160 386.220 - 1.105.380
Deprec. by changes in the perim. - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 43.034.262 12.925.932 269.982 3.201.149 59.431.326
30 September 2012
Cost 44.895.940 19.952.178 4.702.679 3.201.149 72.751.946
Accumulated amortisation - 6.303.709 4.362.587 - 10.666.296
Accumulated impairment 1.861.678 722.537 70.110 - 2.654.324
Net amount 43.034.262 12.925.932 269.982 3.201.149 59.431.326

(1) the balance of the fixed assets items in progress refers mainly to the 3 new concessions still unopened, in service areas of the following motorways: Guimarães, Fafe and Paredes, these service areas are still in the design stage and awaiting for platforms delivery, and to the KFC restaurant Belas Shopping in Luanda, Angola.

The table below summarises goodwill broken down into segments:

Sep-12 Dec-11
Portugal 10.000.021 10.000.021
Spain 32.903.527 32.903.527
Angola 130.714 130.714
43.034.262 43.034.262

On 30 September 2012 on the Spain segment, goodwill refers mainly to the purchase of the subsidiaries Lurca and Vidisco.

9. INCOME PER SHARE

Income per share in the nine months period ended 30 September 2012 and 2011 was calculated as follows:

Sep-12 Sep-11
Profit payable to shareholders 2.671.590 6.884.555
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) 0,15 0,38
Earnings diluted per share (€ per share) 0,15 0,38
Number of own shares at the end of the year 2.000.000 2.000.000

Since there are no potential voting rights, the basic earnings per share is equal to earnings diluted per share.

10. DIVIDENDS

At the General Meeting of 13 April 2012, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2011), which was paid on 11th May 2012 corresponding to a total value of 990.000 euros (990.000 euros in 2011).

11. CONTINGENCIES

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

On 30 September 2012, responsibilities not recorded by the subsidiaries consist mainly of bank guarantees given on their behalf, as shown below:

Sep-12 Dec-11
Guarantees given 92.168 74.091
Bank guarantees 2.509.000 3.970.973

Bank loans with the amount of 73.820 € (485.092 em 2011) are secured by Ibersol's land and buildings assets.

12. COMMITMENTS

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

13. IMPAIRMENT

In the nine months period ended 30 September 2012, the movement in the value of current assets and in the respective accumulated impairment losses were as follows:

Starting
balance
Transfers Impairment
assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 5.553.870 -1.568 -1.053.624 - -
5.697
4.492.981
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 791.079 1.568 - - - 792.647
Stocks 74.981 - - - - 74.981
Other current assets 1.062.787 - - - -28.565 1.034.222
9.344.395 - -1.053.624 - -34.262 8.256.510

14. FINANCIAL RISK MANAGEMENT

3.1 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.

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 only in the Iberian market. Bank loans are in euros and all sales and rendered services are performed in Portugal and Spain. Moreover, purchases outside the Euro zone are of irrelevant proportions.

Although the Group hold investments outside the euro-zone in external operations, in Angola, there is no significant exposure to currency exchange risk due to the reduced size of the investment. Angolan branch loan in the amount of 2.200.000 USD does not provide great exposure to currency exchange rate due to its reduced amount and to the strong correlation between American dollar and local currency. The remaining loans raised by the Angolan subsidiaries are denominated in the local currency, the same that are generated income.

ii) Price risk

The group is not significantly 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 financing activities are substantially independent from interest rate fluctuations.

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

Remunerated debt bears interest at a variable rate, part of which is being negotiated for a fixed interest rate. On the other hand, the Group has holdings that cover about 43% of the loans whose remuneration in net terms dampens the debt interest rate changes.

Based on simulations performed on 30 September 2012, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of EUR 140 thousand.

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 the short-term bank loans payable on the date of renewal and that the contract commercial paper programmes expire on the dates of denunciation.

At the end of the third trimester, current liabilities (net of deferred income) reached 65 million euros, compared with 46 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the option of using short-term debt to finance investments. In order to ensure liquidity of the short term debt it is expected that in the year 2012 the Group will continue financial consolidation operations. However, in case of need, the balance of cash and cash equivalents and operating cash flows provided are sufficient to settle the current loans.

Due to the current situation of financial markets pressure for the reduction of credit granted by the banks, the Group chose to negotiate and maintain a significant part of the short-term credit lines. On September 30, 2012, the use of short term credit lines to support treasury was 3%.The applications in term deposits of EUR 19 million correspond to 43% of liability paid.

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 30 September 2012 the gearing ratio was of 18% and of 20% on 31 December 2011.

14. SUBSEQUENT EVENTS

In this quarter, we proceeded to the opening of the second Ibersol restaurant in Angola, brand KFC. Other than that there are no other events subsequent to September 30, 2012 that may have a material impact on the financial statements presented.

15. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 16th November 2012.

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