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Ibersol

Earnings Release Aug 31, 2010

1932_ir_2010-08-31_2114d91d-3d3e-4fbe-9ce9-56dda27c77ef.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

RESULTS -1st Half 2010

  • Consolidated turnover of 101.3 million euro Growth of 4% over the first half of 2009
  • Consolidated EBITDA reached 13.5 million euro. YoY EBITDA in 2010 decreased by 4,3%
  • Consolidated net profit of 5.5 million euro Decrease of 1.7% over the first half of 2009

ACTIVITY REPORT

Activity

The consolidated turnover in the 1st half of 2010 amounted to 101.3 million euros which compares with 97.5 million euros in the same period of 2009.

In the first six months, the restaurant market showed a poorly trend with consumer confidence still close to the minimums, reflecting the effects of a global economic recovery still waited and the uncertainty about the evolution of Portugal and Spain.

In this environment Ibersol recorded a turnover growth of 4%.

The Group was present with several brands at Rock in Rio in Lisbon which contributed with a turnover of around one million euros. If we did not consider the effect of this event, growth would be of 2.8%.

Contributions by concept and market were as follows:

SALES Euro million % Ch.
10/09
Pizza Hut 29,99 -2,0%
Pans/Bocatta 10,24 -0,8%
KFC 4,19 7,8%
Burger King 10,99 30,2%
Pasta Caffé (Portugal) 3,31 -5,3%
O`Kilo 2,42 -1,4%
Quiosques 1,36 -5,2%
Cafetarias 3,36 -1,2%
Flor d`Oliveira 0,23
Catering (SeO, SCC and Solinca) 3,12 51,1%
Concessions & Other 3,98 9,1%
Portugal 73,19 4,9%
Pizza Móvil 7,42 -3,8%
Pasta Caffé (Spain) 1,02 -25,4%
Burger King Spain 15,95 0,7%
Spain 24,40 -2,1%
Non recurrent sales 1,10
Total Sales of Restaurants 98,68 4,2%

Sales were also positively influenced by the expansion, in particular from the acquisition of Solinca Events and Catering SA, and negatively by temporary or permanent closure of units.

Different highlights on the Group sales:

Ch Sales lfl Jun 2009 0,2%
Openings last 12 months - 15 outlets 5,5%
Closures last 12 months - 13 outlets -1,4%
Closures for major refurbishments -10 unidades -1,3%
Events done in 2010 not 2009 1,2%
Total 4,2%

During the first half Burger King and KFC brands maintained the like - for like growth trend close to 10%.

Since the begin of the crisis the brands operating in the table service segment - Pizza Hut and Pasta Caffé - have been penalized by an unfavorable economic environment. In the first half likefor-like sales were negative by 1.7%, despite an higher marketing investment in the case of Pizza Hut.

The concepts operating in concession areas with a large component of convenience performed well with a growth around 9%.

Other brands show a trend of slowing sales with negative performance when compared with the first half of 2009.

The catering business grew over 50% due to the acquisition of another brand (Solinca).

In Spain, removing the effects of closures (Pizza Móvil and Pasta Caffé) and openings (Pizza Movil and Burger King) the trend was negative (around 4%).

The restructuring of the portfolio of stores resulted in the closure of eight units highlighting the closure of the Pizza Movil operation in Catalonia.

The annual expansion plan was almost completed this semester with the opening of six units - Pizza Hut Cascais, Pans and Burger King Leiria, Burger King Nó do Fojo (Gaia), KFC Parque Atlantico in Azores and KFC in the Service Area of Matosinhos - and the integration of a new Catering business (Solinca).

At the end of the semester the number of units amounted to 428, as is explained in the table below:

Nº of Stores 2009 2010
31-Dec Openings Closures 30-Jun
PORTUGAL 318 7 2 323
Own Stores 317 7 2 322
Pizza Hut 99 1 0 100
Okilo 17 17
Pans 59 1 60
Burger King 36 2 38
KFC 16 2 1 17
Pasta Caffé 18 1 17
Quiosques 11 11
Flor d`Oliveira 1 1
Cafetarias 35 35
Catering (SeO+JSCC+Solinca) 4 1 5
Concessions & Other 21 21
Franchise Stores 1 1
SPAIN 111 0 6 105
Own Stores 89 0 6 83
Pizza Móvil 49 5 44
Pasta Caffé 6 6
Burger King 34 1 33
Franchise Stores 22 0 0 22
Pizza Móvil 22 22
Pasta Caffé 0 0
Total Own stores 406 7 8 405
Total Franchise stores 23 0 0 23
TOTAL 429 7 8 428

Results

Consolidated net profit of the first six months reached 5.5 million euro, 1.7% below when compared with the first half of 2009. Now representing 5.4% of sales revenue (5.7% in 1H09).

The high concentration of major refurbishment of certain units in the first half was decisive for the decline in profitability in Portugal. Over the period we estimate that the closures by refurbishment had the following impact:

Values
% consolidated
Turnover -1225000 -1,2%
EBITDA -530000 -3,9%
Net Profit -390000 -7,1%

Beyond this effect other factors contributed to less positive evolution of the margins, specially in the second quarter:

  • reduction in gross margin with a more aggressive sales prices policy, namely through discounts;
  • change in sales mix; strongest growth of brands (Burger King, KFC and Catering) with margins below the Group average;
  • strengthen of marketing campaigns for Pizza Hut and Burger King which increased, compared to 2009 in advertising costs by approximately 300 000 euros
  • operation at Rock in Rio with low profitability
  • costs associated with the closure of eight units

Combination of these factors resulted in the following:

  • gross margin rose from 79.4% in 2009 to 78.4% in 2010;
  • external supplies and services increased 6.4% and now represent 33.1% of turnover (1H 2009: 32.3%)

The careful management of working hours and minimization of the inefficiencies caused by the temporary closures have allowed Personnel Costs to rise 2.8%, below the increase in activity despite the strong growth of the minimum wage.

Consolidated EBITDA amounted to EUR 13.5 million (1H2009: 14.1 million euros) representing a decrease of 4.3% over the same period of last year.

EBITDA margin stood at 13.3% of turnover compared with 14.5% in the first half of 2009.

When compared with the first half of 2009, and due to the effects already mentioned, in Portugal we registered a decrease in EBITDA margin from 15.4% to 13.7% and in Spain a recovery of 11.4% to 12.3%.

The consolidated EBIT margin dropped to 8.3% of turnover, ie 80 bp below the one recorded in the same period of last year.

The consolidated financial results that were negative in 740 000 EUR – a reduction of around 430,000 euros compared with the value that occurred in the first half of 2009 - also reflect the favorable differential between the reduction of the rates and higher spreads associated to the financing. Cumulatively, the level of debt this semester is lower than last year.

This semester's average interest cost of debt paid was 2.3%.

Total Assets amounted to about 218 million and shareholders' equity stood at 100 million euros, representing about 46% of Assets.

The total investment amounted to 5.3 million euros, of which 4.3 million corresponds to investment in technical refurbishment and expansion of the stores.

The net debt increased by about 2 million and in June 30, 2010 amounted to about 47 million.

Own Shares

During the first semester the company not acquired or sold company shares. On 30 June 2010 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

After the first positive signs of economic recovery, less positive data tend to discourage the economic agents and uncertainty about the likely evolution of the global economy prevails. As far as labor market is concerned, job creation still seems far away as reflected by the high rate of unemployment.

Furthermore, the restrictive measures that Portugal and Spain have been forced to adopt in an attempt to reduce budget deficits and levels of external funding.

The effects of the austerity package announced, the need to encourage increased savings as well as some positive developments in the employment market lead us to predict the evolution of consumption in the short term with some pessimism.

The weak sales performance last summer and the tendency to domestic holidays leads us to expect a moderate sales growth during the season. The sustainability of this slight recovery in the fourth quarter is still unclear.

Within this frame Group sales are expected to accelerate slightly in the third quarter helping to maintain levels of growth in first half.

By the end of the year the refurbishment program will ease - three major refurbishments- which will help to restore the levels of profitability. Our goal is to minimize this effect and sustain the levels of profitability through an accurate and efficient management of fixed costs.

The postponement to next year's of several malls under construction, which openings originally were planned for this year has implications in our expansion program that will slide in 2011, with no more openings planned for this year.

Finally, we have the intention to implement a market experience in Angola. Approval for the establishment of Ibersol Angola has already been obtained, which will hopefully materialize in September. Furthermore two sites for the installation of the first unities have already been identified.

Porto, 27th August 2010

The Board of Directors,

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ António Alberto Guerra Leal Teixeira

______________________________ Juan Carlos Vázquez-Dodero

Declaration of conformity

In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code we hereby declare that as far as is known:

  • (i) the consolidated financial statements of Ibersol SGPS, SA, referring to the first semester, 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 includes a fair review of the important events that have occurred in the first six months of this year and the impact on the financial statements, together with a description of the main risks and uncertainties for the remaining six months.

Porto, 27 August 2010

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

Qualified Shareholdings

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

Shareholders nº shares % share capital
ATPSII - SGPS, S.A. (*)
ATPS-SGPS, SA 786.432 3,93%
I.E.S.-Indústria, Engenharia e Serviços, SGPS,S.A. 9.998.000 49,99%
António Alberto Guerra Leal Teixeira 1.400 0,01%
António Carlos Vaz Pinto Sousa 1.400 0,01%
Total participação detida / imputável 10.787.232 53,94%
Banco BPI, S.A.
Fundo Pensões Banco BPI 400.000 2,00%
Total participação detida / imputável 400.000 2,00%
Santander Asset Management SGFIM, SA
Santander Acções Portugal 716.269 3,58%
Santander PPA 87.369 0,44%
Total participação detida / imputável 803.638 4,02%
Kabouter Management LLC
Kabouter Fund II 370.000 1,85%
Talon International 32.000 0,16%
Total participação detida / imputável 402.000 2,01%
Bestinver Gestion
BESTINVER BOLSA, F.I. 949.894 4,75%
BESTINFOND F.I. 628.111 3,14%
BESTINVER HEDGE VALUE FUND FIL 366.758 1,83%
BESTINVER MIXTO, F.I. 170.003 0,85%
BESTINVER GLOBAL, FP 140.888 0,70%
BESTINVER AHORRO, F.P. 128.795 0,64%
SOIXA SICAV 127.983 0,64%
BESTINVER BESTVALUE SICAV 114.216 0,57%
BESTINVER RENTA, F.I. 47.762 0,24%
TEXRENTA INVERSIONES SICAV 35.106 0,18%
BESTINVER PREVISION, FP 15.802 0,08%
LOUPRI INVERSIONES 8.591 0,04%
BESTINVER EMPLEO FP 6.318 0,03%
DIVALSA DE INVERSIONES SICAV, SA 6.010 0,03%
PEOPLENET, SICAV, S.A. 5.624 0,03%
ACCIONES,CUP.Y OBLI.SEGOVIANAS 4.676 0,02%
BULL CAPITAL, SICAV, S.A. 4.376 0,02%
INVERFINA SICAV 4.093 0,02%
ABEDUL 1999, S.A., SICAV 3.886 0,02%
FILIPON CMA 2000 SICAV 3.557 0,02%
LINKER INVERSIONES, SICAV, SA 3.442 0,02%
BARRARO,SICAV 3.294 0,02%
DURIEN, SICAV, S.A. 2.043 0,01%
Total participação detida / imputável 2.781.228 13,91%
The Goldman Sachs Group, Inc
Directamente 21.285 0,11%
Goldman,, Sachs &Co 402.000 2,01%
Total participação detida / imputável 423.285 2,12%

(*) company held by the Board Directors António Pinto de Sousa and Alberto Teixeira, 50% each

Board of Directors Date Acquisictions Balance at
shares av pr Sales
shares
av pr 30.06.2010
António Alberto Guerra Leal Teixeira
ATPS II- S.G.P.S., SA (1) 5.000 5.000
ATPS- S.G.P.S., SA (2) 25-06-2010 2.840 2.836
Ibersol SGPS, SA 1.400
António Carlos Vaz Pinto Sousa
ATPS II- S.G.P.S., SA (1) 5.000 5.000
ATPS- S.G.P.S., SA (2) 25-06-2010 2.840 2.836
Ibersol SGPS, SA 1.400
Date Acquisictions Sales Balance at
(1)
ATPS II- S.G.P.S ., SA
shares av pr shares av pr 30.06.2010
ATPS- S.G.P.S., SA (2) 25-06-2010 5.680 5.680
Date Acquisictions Sales Balance at
(2)
ATPS- S.G.P.S ., SA
shares av pr shares av pr 30.06.2010
Ibersol SGPS, SA 361.250 786.432
12-03-2010 350.000 8,00
27-04-2010 300 6,98
29-04-2010 3.700 6,00
28-04-2010 7.250 6,12
I.E.S.- Indústria Engenharia e Seviços, SA (3) 2.455.000

Complying with article 9 nº1 of the CMVM Regulation nº 05/2008

(3) I.E.S.- Indústria Engenharia e Seviços, SGPS, SA

Ibersol SGPS, SA 9.998.000

Complying with article 14 nº7 of the CMVM Regulation nº 05/2008

No transactions were reported by persons discharging managerial responsabilies and people closely connected with them during the first half of 2010.

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

Consolidated Financial Statements

30 June 2010

Consolidated financial statements Indicie

Nota Page
Consolidated Statement of Financial Position on 30 June 2010 and 31 December 2009 3
Statement of Comprehensive Income for the six months period ended 30 June 2010 and 2009 4
Statement of Comprehensive Income for the Second Trimester 5
Statement of Alterations to the Consolidated Equity 6
Consolidated Cash Flow Statements for the six months period ended 30 June 2010 and 2009 7
Consolidated Cash Flow Statements for the Second Trimester 8
Annex to the Consolidated Financial Statements
1 Introduction 9
2 Main Accounting Policies: 9
2.1 Presentation basis 9
3 Important accounting estimates and judgements 9
4 Information about the companies included in the consolidation and other companies 9
5 Information per segment 10
6 Unusual and non-recurring facts and season activity 11
7 Tangible fixed assets 11
8 Intangible assets 12
9 Income per share 14
10 Dividends 14
11 Contingencies 14
12 Commitments 14
13 Other information 15
14 Subsequent events 15
15 Approval of the financial statements 15

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30 JUNE 2010 AND 31 DECEMBER 2009 (values in euros)

ASSETS Notes 30-06-2010 31-12-2009
Non-current
Tangible fixed assets 7 120.440.634 120.120.387
Consolidation differences 8 42.903.548 42.369.581
Intangible assets 8 18.183.057 18.826.684
Deferred tax assets 1.085.576 934.938
Financial assets available for sale 537.800 511.165
Other non-current assets 1.513.950 1.575.686
Total non-current assets 184.664.565 184.338.441
Current
Stocks 3.997.710 4.170.721
Cash and cash equivalents 17.248.738 20.649.468
Other current assets 11.962.944 12.989.705
Total current assets 33.209.392 37.809.894
Total Assets 217.873.957 222.148.335
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
Consolidation differences 156.296 156.296
Reserves and retained results 81.878.302 68.255.660
Net profit in the year 5.447.095 14.612.638
96.302.049 91.844.950
Minotiry interests 3.520.863 3.477.604
Total Equity 99.822.912 95.322.555
LIABILITIES
Non-current
Loans 15.435.536 30.113.106
Deferred tax liabilities 10.826.980 10.191.272
Provisions for other risks and charges 33.257 33.257
Other non-current liabilities 2.334.449 2.686.574
Total non-current liabilities 28.630.222 43.024.209
Current
Loans 45.443.387 31.285.323
Accounts payable to suppl. and accrued costs 34.947.695 37.440.532
Other current liabilities 9.029.741 15.075.716
Total current liabilities 89.420.823 83.801.571
Total Liabilities 118.051.045 126.825.780
Total Equity and Liabilities 217.873.957 222.148.335

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE, 2010 AND 2009 (values in euros) IBERSOL S.G.P.S., S.A. STATEMENT OF COMPREEHENSIVE INCOME

Notes 30-06-2010 30-06-2009
Operating Income
Sales 5 100.393.180 96.548.698
Rendered services 5 914.877 904.428
Other operating income 2.114.003 1.853.477
Total operating income 103.422.060 99.306.603
Operating Costs
Cost of sales 21.835.944 20.113.067
External supplies and services 33.487.824 31.465.983
Personnel costs 33.976.160 33.065.043
Amortisation, depreciation and impairment losses 7 e 8 5.124.449 5.205.980
Provisions 0 63.093
Other operating costs 611.315 551.958
Total operating costs 95.035.692 90.465.124
Operating Income 8.386.368 8.841.479
Net financing cost -739.675 -1.171.427
Pre-tax income 7.646.693 7.670.052
Income tax 2.156.339 2.083.024
Afther-tax income 5.490.354 5.587.028
Consolidated profit for the period 5.490.354 5.587.028
Other income - -
Total income - -
TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD 5.490.354 5.587.028
Profit attributable to:
Shareholders 5.447.095 5.525.177
Minotiry interests 43.259 61.851
Total compreehensive income atrrribuable to:
Shareholders 5.447.095 5.525.177
Minotiry interests 43.259 61.851
Earnings per share 9
Basic 0,30 0,31
Diluted 0,30 0,31

IBERSOL S.G.P.S., S.A. STATEMENT OF COMPREEHENSIVE INCOME FOR THE SECOND TRIMESTER OF 2010 AND 2009 (values in euros)

2nd TRIMESTER
2010 2009
Operating Income
Sales
Rendered services
51.326.986
533.493
48.983.351
433.978
Other operating income 1.184.906 951.776
Total operating income 53.045.385 50.369.105
Operating Costs
Cost of sales 11.124.573 10.109.027
External supplies and services 17.846.975 16.075.292
Personnel costs 17.183.017 16.661.224
Amortisation, depreciation and impairment losses 2.591.401 2.683.808
Provisions 0 63.093
Other operating costs 397.715 383.620
Total operating costs 49.143.681 45.976.064
Operating Income 3.901.704 4.393.041
Net financing cost Pre-tax income -362.967
3.538.737
-482.807
3.910.234
Income tax Afther-tax income 999.006
2.539.731
1.030.686
2.879.548
Consolidated profit for the period 2.539.731 2.879.548
Other income - -
Total income - -
TOTAL COMPREEHENSIVE INCOME FOR THE PERIOD 2.539.731 2.879.548
Profit attributable to:
Shareholders 2.520.798 2.844.977
Minotiry interests 18.933 34.571
Total compreehensive income atrrribuable to:
Shareholders 2.520.798 2.844.977
Minotiry interests 18.933 34.571
Earnings per share
Basic 0,14 0,16
Diluted 0,14 0,16

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the six months period ended 30 June, 2010 and 2009(value in euros)

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8

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the six months period ended 30 June, 2010 and 2009 (value in euros)

Period ending on June 30
Note 2010 2009
Cash Flows from Operating Activities
Flows from operating activities (1)
6.398.662 14.856.061
Cash Flows from Investment Activities
Receipts from:
Financial investments 0 0
Tangible assets 109.748 61.000
Intangible assets 0 817.200
Investment benefits 0 0
Interest received 101.215 75.341
Dividends received
Other
Payments for:
Financial Investments 512.635 2.325
Tangible assets 5.265.072 6.491.934
Intangible assests 647.582 619.124
Other
Flows from investment activities (2) -6.214.326 -6.159.842
Cash flows from financing activities
Receipts from:
Loans made
Loans obtained 10.860.841
Financial leasing contracts
Sale of own shares
Other
Payments for:
Loans obtained 4.904.202 5.576.848
Amortisation of financial leasing contracts 1.099.918 1.155.216
Interest and similar costs 825.643 1.257.997
Dividends paid 1.140.000 990.000
Capital reductions and supplementary entries
Acquisition of own shares
Other
Flows from financing activities (3) 2.891.078 -8.980.061
Change in cash & cash equivalents (4)=(1)+(2)+(3) 3.075.414 -283.842
Effect of exchange rate differences
Cash & cash equivalents at the start of the period 13.817.861 6.014.733
Cash & cash equivalents at end of the period 16.893.275 5.730.891

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the second trimester of 2010 and 2009

Second trimester
Note 2010 2009
Cash Flows from Operating Activities
Flows from operating activities (1)
4.748.537 5.467.133
Cash Flows from Investment Activities
Receipts from:
Financial investments 0 61.000
Tangible assets 93.373 730.525
Intangible assets
Investment benefits 0
Interest received 39.145 42.355
Dividends received
Other
Payments for:
Financial Investments -23.365 0
Tangible assets 3.100.564 2.360.857
Intangible assests 526.813 177.449
Other
Flows from investment activities (2) -3.471.494 -1.704.426
Cash flows from financing activities
Receipts from:
Loans made
Loans obtained 8.854.099
Financial leasing contracts
Sale of own shares
Other
Payments for:
Loans obtained 2.212.279 5.363.950
Amortisation of financial leasing contracts 555.273 558.200
Interest and similar costs 417.862 566.107
Dividends paid 990.000 990.000
Capital reductions and supplementary entries
Acquisition of own shares
Other
Flows from financing activities (3) 4.678.685 -7.478.257
Change in cash & cash equivalents (4)=(1)+(2)+(3) 5.955.728 -3.715.550
Effect of exchange rate differences
Cash & cash equivalents at the start of the period 10.937.547 9.446.441
Cash & cash equivalents at end of the period 16.893.275 5.730.891

(value in euros)

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2010

(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 428 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 e José Silva Carvalho, Catering. The group has 405 units which it operates and 23 units under a franchise contract. Of this universe, 105 are headquartered in Spain, of which 83 are own establishments and 22 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 June 2010.

The accounting policies applied on 30 June 2010 are identical to those applied for preparing the financial statements of 31 December 2009.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2009 and the accounting values considered in the six months period ended on the 30 June 2010.

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

4.1. Alterations to the consolidation perimeter

4.1.1. Acquisition of new companies

2010 Company Entry Date Head Office % Shareholding
Solinca - Eventos e Catering, S.A. Abril 10 Porto 100,00%

The afore mentioned acquisition in 2010 had the following impact on the consolidated financial statements on 30 June 2010:

Acquidition date Jun-10
Acquired net assests
Tangible and intangible fixed assets (Note 7 and 8) 522.955 482.357
Stocks - -
Deferred tax assets - -
Other assets - 1.272.388
Cash and cash equivalents 42.417 132.573
Loans - -
Deferred tax liabilities - -9.388
Other liabilities -1.064.417 -1.846.315
-499.045 31.615
Diferenças de consolidação (Nota 8) 549.045
Interesses minoritários -
Acquisition price 50.000
Payments made 50.000
Amounts payable in the future -
50.000
Net cash flow arising from the acquisition
Payments made 50.000
Cash & cash equivalents acquired 42.417
7.583
The impact in profit and loss account was as follows:
Jun-10
Operating income 1.287.539
Operating costs -1.320.393
Financial income -71
Pre-tax income -32.925
Income tax -11.481
Net profit -44.406

4.1.2. Disposals

In the six months period ended 30 June 2010 the group did not sell any of its subsidiaries in 2010.

  1. INFORMATION PER SEGMENT

Main Report Format – geographic segment

The results per segment for the six months period ended 30 June 2010 are as follows:

30 June 2010 Portugal Spain Group
Restaurants 74.284.426 24.396.769 98.681.195
Merchandise 662.705 1.049.280 1.711.985
Rendered services 380.479 534.398 914.877
Turnover por Segment 75.327.610 25.980.447 101.308.057
Operating income 6.128.615 2.257.753 8.386.368
Net financing cost -411.427 -328.248 -739.675
Share in the profit by associated companies - - -
Pre-tax income 5.717.188 1.929.505 7.646.693
Income tax 1.603.357 552.982 2.156.339
Net profit in the year 4.113.831 1.376.523 5.490.354

The results per segment for the three months period ended 30 June 2009 were as follows:

30 June 2009 Portugal Spain Group
Restaurants 69.787.347 24.928.791 94.716.138
Merchandise 666.998 1.165.562 1.832.560
Rendered services 285.540 618.888 904.428
Turnover por Segment 70.739.885 26.713.241 97.453.126
Operating income 6.870.818 1.970.661 8.841.479
Net financing cost -578.050 -593.377 -1.171.427
Share in the profit by associated companies - - -
Pre-tax income 6.292.768 1.377.284 7.670.052
Income tax 1.795.724 287.300 2.083.024
Net profit in the year 4.497.044 1.089.984 5.587.028

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 six months period ended 30 June 2010.

In the restaurant segment season activity is characterized by an increase of sales in the months of July, August and December, witch leads to a greater activity on the second half of the year. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the six first months of the year, sales are about 48% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 38%.

7. TANGIBLE FIXED ASSETS

In the six months period ended 30 June 2010 and in the year ending on 31 December 2009, the following movements took place in the value of tangible fixed assets, and in the respective amortisation and accumulated impairment losses:

Land and Tools and Other tang. Fix. Assets
buildings Equipment utensils Assets in progress Total
1 January 2009
Cost 112.625.244 69.200.730 4.186.400 7.486.554 1.905.864 195.404.792
Accumulated depreciation 18.544.148 43.083.486 3.333.393 5.481.075 - 70.442.102
Accumulated impairment 5.089.531 1.236.113 49.287 103.820 - 6.478.751
Net amount 88.991.565 24.881.131 803.720 1.901.659 1.905.864 118.483.939
31 December 2009
Initial net amount 88.991.565 24.881.131 803.720 1.901.659 1.905.864 118.483.938
Changes in consolidat perimeter - - - - - -
Additions 8.098.112 3.766.519 247.658 851.059 22.888 12.986.236
Decreases 955.727 504.448 18.906 -6.851 8.024 1.480.253
Transfers 2.396.427 -1.072.913 17.459 428.836 -1.869.779 -99.969
Depreciation in the year 2.699.863 4.639.331 387.514 832.591 - 8.559.298
Deprec. by changes in the perim. - - - - - -
Impairment in the year 1.210.267 - - - - 1.210.267
Final net amount 94.620.248 22.430.959 662.418 2.355.814 50.949 120.120.387
31 December 2009
Cost 120.925.169 66.957.564 4.207.359 8.878.487 50.949 201.019.529
Accumulated depreciation 22.982.300 43.762.363 3.528.788 6.476.541 - 76.749.993
Accumulated impairment 3.322.621 764.242 16.153 46.132 - 4.149.149
Net amount 94.620.248 22.430.959 662.418 2.355.814 50.949 120.120.387
Land and Tools and Other tang. Fix. Assets
buildings Equipment utensils Assets in progress Total
30 June 2010
Initial net amount 94.620.248 22.430.959 662.418 2.355.814 50.949 120.120.387
Changes in consolidat perimeter 5.861 189.262 - 327.672 - 522.795
Additions 2.548.582 1.243.571 - 436.898 88.024 4.317.075
Decreases 161.180 124.390 - 2.083 7.611 295.264
Transfers -14.206 12.910 -662.418 662.418 -4.981 -6.276
Depreciation in the year 1.329.247 2.264.436 - 624.402 - 4.218.085
Deprec. by changes in the perim. - - - - - -
Impairment in the year - - - - - -
Final net amount 95.670.058 21.487.876 0 3.156.317 126.381 120.440.632
30 June 2010
Cost 122.855.484 67.539.091 - 13.787.323 126.381 204.308.280
Accumulated depreciation 24.019.751 45.327.088 - 10.585.059 - 79.931.898
Accumulated impairment 3.165.676 724.127 - 45.947 - 3.935.750
Net amount 95.670.058 21.487.876 0 3.156.317 126.381 120.440.632

8. INTANGIBLE ASSETS

Intangible assets are broken down as follows:

Jun-10 Dec-09
Consolidation difference 42.903.548 42.369.581
Other intangible assets 18.183.057 18.826.684
61.086.605 61.196.265

In the six months period ended 30 June 2010 and in the year ending on 31 December 2009, the movement in the value of intangible fixed assets and in the respective amortisation and accumulated impairment losses were as follows:

1 January 2009
Cost
46.047.391
2.029.398
22.680.465
821.005
16.528.191
3.103.407
91.209.858
26.179.107
2.222.140
62.808.611
Accumulated amortisation
-
688.700
21.341.762
648.536
3.500.109
-
Accumulated impairment
1.800.437
25.833
183.397
-
212.472
-
Net amount
44.246.954
1.314.866
1.155.306
172.469
12.815.610
3.103.407
31 December 2009
Initial net amount
44.246.954
1.314.866
1.155.306
172.469
12.815.610
3.103.407
62.808.611
Changes in consolidat. Perimeter
-
-
-
-
-
-
-
Additions
-1.831.210
-
549.035
59.658
1.152.730
530.895
461.108
Decreases
-
6.761
50.473
-
14.143
3.889
75.266
Transfers
-
-313.930
-160.426
-
1.290.148
-974.797
-159.005
Depreciation in the year
-
151.470
793.620
69.259
778.668
-
1.793.017
Deprec. by changes in the perim.
-
-
-
-
-
-
-
Impairment in the year
46.163
-
-
-
-
-
46.163
Final net amount
42.369.581
842.705
699.821
162.868
14.465.677
2.655.616
61.196.268
31 December 2009
Cost
44.216.181
1.433.631
22.623.705
880.663
19.122.970
2.655.616
90.932.767
Accumulated amortisation
-
590.926
21.774.811
717.795
4.448.851
-
27.532.384
Accumulated impairment
1.846.600
0
149.073
-
208.442
-
2.204.115
Net amount
42.369.581
842.705
699.821
162.868
14.465.677
2.655.616
61.196.268
Consolidat.
Leasehold
Brands and
Develop.
Industrial
Fix. assets in
differences
conveyance
Licences
Expenses
property
progress (1)
Total
30 June 2010
Initial net amount
42.369.581
842.705
699.821
162.868
14.465.677
2.655.616
61.196.268
Changes in consolidat. Perimeter
549.045
-
-
-
160
-
549.205
Additions
-
-
97.817
5.287
115.684
28.708
247.496
Decreases
-
-
0
-
417
-
417
Transfers
-
-
-4.988
-
384.882
-379.472
422
Depreciation in the year
-
75.122
345.641
32.891
437.633
-
891.287
Deprec. by changes in the perim.
-
-
-
-
-
-
-
Impairment in the year
15.078
-
-
-
-
-
15.078
Final net amount
42.903.548
767.583
447.009
135.264
14.528.353
2.304.852
61.086.609
30 June 2010
Cost
44.765.226
1.352.671
22.716.534
885.950
19.440.716
2.304.852
Accumulated amortisation
91.465.950
-
585.088
22.120.452
750.686
4.703.921
-
Accumulated impairment
1.861.678
0
149.073
-
208.442
-
28.160.148
2.219.193
Net amount
42.903.548
767.583
447.009
135.264
14.528.353
2.304.852
61.086.609

(1) the balance of the fixed assets items in progress 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 awaiting for platforms delivery. Moreover, the movement in the year arises from the opening of Burguer King Nó do Fojo whose work was completed.

The table below summarises the consolidation differences broken down into segments:

Jun-10 Dec-09
Portugal 10.000.021 9.466.054
Spain 32.903.527 32.903.527
42.903.548 42.369.581

9. INCOME PER SHARE

Income per share in the six months period ended 30 June 2010 and 2009 was calculated as follows:

Jun-10 Jun-09
Profit payable to shareholders 5.447.095 5.525.177
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) 0,30 0,31
Earnings diluted per share (€ per share) 0,30 0,31
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 29 March 2010, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2009), which was paid on 28th April 2010 corresponding to a total value of 990.000 euros (990.000 euros in 2009).

11. CONTINGENCIES

The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations. No significant liabilities are expected to arise from the said contingent liabilities.

On 30 June 2010, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Jun-10 Dec-09
Guarantees given 131.445 142.188
Bank guarantees 4.020.506 4.010.175

Bank loans with the amount of 952.086 € (1.194.556 in 2009) 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. OTHER INFORMATION

In the six months period ended 30 June 2010, current liabilities reached 89 million euros, compared with 33 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 considering the maturity date as the renewal date for the subscribed commercial paper programmes, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected that in the year 2010 the Group will renew the maturity date of the subscribed commercial paper programmes.

14. SUBSEQUENT EVENTS

There were no subsequent events as of 30 June 2010 that may have a material impact on these financial statements.

15. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 27th August 2010.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex Rua António Bessa Leite, 1430 - 5º 4150-074 Porto Portugal Tel +351 225 433 000 Fax +351 225 433 499

Limited Review Report on Consolidated Financial Statements

(Free Translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários") we present the limited review report on the consolidated financial information for the period of six months ended 30 June 2010 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated balance sheet (which shows total assets of Euros 217.873.957 and total shareholder's equity of Euros 99.822.912, which includes Minority Interests of 3.520.863 euros and a net profit of Euros 5.447.095), the consolidated statements of income by nature, the consolidated statement of changes in equity and the consolidated cash flow statement for the period then ended and the corresponding notes to the accounts.

2 The amounts included in the financial statements, as well other additional information, are derived from accounting registers.

Responsibilities

3 It is the responsibility of the Company's Management: (a) to prepare consolidated financial statements which present fairly, in all material respects, the financial position of the company and its subsidiaries and the consolidated results of their operations; (b) to prepare consolidated financial statements applying the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nº 34 – Interim Financial Information, and the principles requested by the Portuguese Security Market legislation; (c) to adopt appropriate accounting policies and criteria; (d) to maintain adequate systems of internal accounting controls; and (e) to disclose any relevant fact that has influenced the activity of the company and its subsidiaries, its financial position or results.

4 Our responsibility is to verify the consolidated financial information presented on these documents, in particular if it is complete, faithful, actual, comprehensible, objective and lawful, in accordance with Portuguese Security Market legislation with the objective of expressing an independent and professional report on this information based on our review.

Ibersol, SGPS, SA

Scope

5 We conducted our limited review in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, which require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial statements are free of material misstatement. Our limited review consisted, principally, in inquiries and analytical procedures designed to evaluate: (i) the faithfulness of the assertions in the financial information; (ii) the adequacy and consistency of the accounting principles adopted, taking into account the circumstances; (iii) the applicability, or not, of the going concern basis; (iv) the overall presentation of the financial statements; and (v) verification of the completeness, faithfulness, actuality, comprehensiveness, objectivity and lawfulness of the information presented, in accordance with the Portuguese Securities Market legislation.

6 Our review also included the verification of the consistency of the consolidated Management Report with the information contained in the financial statements

7 We believe that our review provides a reasonable basis for our limited review report.

Opinion

8 Based in our limited review, which was performed in order to provide a moderate level of assurance, nothing has come to our attention that cause us to conclude that the consolidated financial statements of the period of six months ended 30 June 2010 contain material errors that affect their conformity with the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nr. 34 – Interim Financial Information, and the information there included is complete, faithful, actual, comprehensible, objective and lawful.

Porto, 27 August 2010

PricewaterhouseCoopers & Associados, S.R.O.C., Lda. represented by:

José Pereira Alves, R.O.C.

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