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Ibersol

Earnings Release May 29, 2014

1932_10-q_2014-05-29_4249d2ee-1b3c-4ceb-91b5-863512bf60a8.pdf

Earnings Release

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IBERSOL – SGPS, SA

Publicly Listed Company

Registered 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 Quarter 2014 (not audited)

Consolidated Turnover of 40.7 million euro Increase of 3.1% over the first quarter of 2013

Consolidated EBITDA reached 3.9 million euros. EBITDA margin of 9.5%. YoY EBITDA increased 31%.

Consolidated net profit of 613 thousand euros Increase of 380% over the first quarter of 2013

REPORT

Activity

Although it must be noted that the economic and financial environment, in the same period of 2013, was particularly unfavorable for restaurant sector, the slight recovery of the consumer market in the Iberian Peninsula coupled with the effects of openings occurring in 2013 offset the negative effect resulting from the transfer of Easter for the second quarter.

The consolidated turnover of the first quarter of 2014 reached 40.7 million euros compared with 39.5 million euros in the same period of 2013.

Sales of Ibersol restaurants amounted to 40.1 million euros an increase of 4.1%, distributed as:

SALES IN RESTAURANTS Million € Ch.14/13
Restaurants 14,97 -3,3%
Counters 21,33 9,4%
Other 3,84 7,0%
Total Sales 40,14 4,1%

The segment of higher ticket - Restaurants - recorded greater difficulties in recovering sales. However, Pizza Hut - with a good performance - achieved total sales of the first quarter of 2013, despite the displacement of the Easter holiday period. Moreover, the closure of the operation of Pasta Caffé in Spain led to a decrease of 1% in sales in this segment.

In the Counters segment, brands maintained the trends of last year, with Pans showing a greater difficulties to recover sales.

The "Other" - Catering and Concessions - benefited from the opening of the unit at Madeira Airport which contributed 1% to the growth of this segment. The business in Areas Service also had recorded a negative sales evolution.

During the first three months we closed three units in Portugal by a decision of non-renewal of their contracts (Pizza Hut Portimao, Pasta Caffé DV Tejo and Pans DV Ovar). As mentioned, we closed the operation of Pasta Caffé in Spain that had only one unit in operation.

At the end of the quarter the Group operated 370 owned restaurants, as is explained below:

Nº of Stores 2013 2014 2014
31-Dez Openings Transfer Closings 31-Mar
PORTUGAL 302 0 3 299
Own Stores 301 0 3 298
Pizza Hut 93 1 92
Okilo 9 9
Pans 56 1 55
Burger King 39 39
KFC 18 18
Pasta Caffé 14 1 13
Quiosques 10 10
Flor d`Oliveira 1 1
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 6 6
Concessions & Other 20 20
Franchise Stores 1 1
SPAIN 89 0 2 87
Own Stores 70 0 1 69
Pizza Móvil 36 36
Pasta Caffé 1 1 0
Burger King 33 33
Franchise Stores 19 1 18
ANGOLA 3 3
KFC 3 3
Total Own stores 374 0 4 370
Total Franchise stores 20 0 1 19
TOTAL 394 0 5 389

Results

In the first quarter the consolidated net profit increased EUR 485 thousand and reaching EUR 613 thousand.

The gross margin decreased to 75.7% of turnover (Q1 13: 76.3%). The deteriorating of gross margin by 0.6p.p. is divided by the inherent effects of the intensification of promotions policy and the change in the mix of concepts with counters to gain more weight in total sales.

The adjustment of costs to lower levels of activity carried out in the past two years translates into a more flexible cost structure that ensures significant leverage profitability when registering a growth of turnover. Indeed, we found a dilution of the weight of the different headings:

  • Personnel costs: increase of 1%, less than the evolution of sales, representing 33.3% of turnover (Q1 13: 34.0%). The ongoing focus on management of brigades allowed to react efficiently to changes in sales;

  • FSEs: reduction by 1.6%, representing 33.4% of turnover, 1.5 pp less than in the same period of 2013. With the continuing effort to control and renegotiation general expenses developed on recent years has been possible to keep some more fixed costs.

Consequently, a rise in sales in a quarter of low turnover has an amplified impact on profitability. The EBITDA increase of EUR 908 thousand and amounted to EUR 3.88 million, ie 31% more than in the same quarter.

Consolidated EBITDA margin stood at 9.5% of turnover compared with 7.5% in the first quarter of 2013.

Consolidated EBIT margin increased to 3.7% of turnover, corresponding to an operating income of EUR 1.5 million.

The net financing costs reached EUR 602 thousand, about EUR 258 thousand upper than in the 1st quarter of 2013. Average cost of funds, which stood at 5.0%, was slightly higher than in Q1 2013. the increased cost of funding is derived primarily from less favorable exchange rates and the increased weight of loans contracted in Angola with interest rates much higher than the Group average.

Balance Sheet

Total Assets reached around EUR 205 million and Equity stood at EUR120 million, representing around 58% of the Assets.

As is characteristic of this business, the Current Assets is less than the Current Liabilities. The financial allowance stands at 24 million euros, 4 million lower than the amount recorded at year end.

The cash flow of 3.0 million euros allowed funding the CAPEX of the period.

Capex amounted to EUR 1.9 million, invested in remodeling stores.

Net debt reached to 27.6 million euros, close to the amount at 31 March 2013 and about 3 million higher than the amount at the year end.

Own shares

During the first quarter of 2013 there were no transactions of own shares. On March 31 the company was holding 2,000,000 shares, representing 10% of the capital, for an amount of 11,179,644 euros, corresponding to an average price per share of 5.59 euros

Outlook

In the second quarter we expect to remain the sales trend seen in the first. However, given that in 2013 the reversal of the negative trend in sales occurred at the end of the semester, is foreseeable a slowdown in growth in the second half, which will be offset by the effect of opening new units. In terms of costs not foresee major changes beyond the inherent of the seasonality.

The expansion plan in the Iberian market will result in the opening of 5 units, having occured the first opening, this month, one Burger King in the center of Matosinhos. We remain the purpose of continuing the plan modernization and refurbishment of existing units, mainly Pizza Hut restaurants.

In Angola, the opening of the fourth unit should occur in the third quarter.

Porto, 27th May 2014

______________________________ 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 quarter, 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 Vásquez-Dodero Member of Board Directors

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

Consolidated Financial Statements

31st March 2014

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 31st MARCH 2014 AND 31st DECEMBER 2013 (values in euros)

ASSETS Notes 31-03-2014 31-12-2013
Non-current
Tangible fixed assets 7 120.883.894 121.119.638
Goodwill 8 40.509.009 40.509.009
Intangible assets 8 14.958.005 15.253.659
Deferred tax assets 938.792 951.668
Financial assets - joint controlled entities 2.499.008 2.497.788
Other financial assets 354.700 354.700
Other non-current assets 1.691.222 1.632.344
Total non-current assets 181.834.630 182.318.806
Current
Stocks 4.247.892 5.031.702
Cash and bank deposits 10.878.544 22.138.608
Income tax receivable 323.109 528.104
Other current assets 8.006.916 8.088.260
Total current assets 23.456.461 35.786.674
Total Assets 205.291.091 218.105.480
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 105.505.896 101.929.821
Net profit in the year 653.631 3.576.462
115.136.179 114.482.935
Non-controlling interest 4.916.926 4.957.161
Total Equity 120.053.105 119.440.096
LIABILITIES
Non-current
Loans 17.734.510 23.417.821
Deferred tax liabilities 9.769.851 9.763.656
Provisions 33.257 98.690
Other non-current liabilities 402.086 413.298
Total non-current liabilities 27.939.704 33.693.465
Current
Loans 20.758.032 23.108.351
Accounts payable to suppl. and accrued costs 25.994.730 30.399.313
Income tax payable 680.930 620.492
Other current liabilities 9.864.590 10.843.763
Total current liabilities 57.298.282 64.971.919
Total Liabilities 85.237.986 98.665.384
Total Equity and Liabilities 205.291.091 218.105.480

FOR THE THREE MONTHS PERIOD ENDED 31 MARCH, 2014 AND 2013 (values in euros) IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes 31-03-2014 31-03-2013
Operating Income
Sales 5 40.616.278 39.388.187
Rendered services 5 124.816 138.189
Other operating income 366.919 327.807
Total operating income 41.108.013 39.854.183
Operating Costs
Cost of sales 9.893.164 9.359.149
External supplies and services 13.593.544 13.813.896
Personnel costs 13.557.055 13.426.206
Amortisation, depreciation and impairment losses 7 e 8 2.378.683 2.421.671
Other operating costs 188.836 288.082
Total operating costs 39.611.282 39.309.003
Operating Income 1.496.731 545.180
Net financing cost -602.347 -339.096
Income on joint controlled entities - Equity method 1.217 8.279
Profit before tax 895.601 214.363
Income tax expense 282.205 86.746
Net profit 613.396 127.617
TOTAL COMPREHENSIVE INCOME 613.396 127.617
Net profit attributable to:
Owners of the parent 653.631 133.788
Non-controlling interest -40.235 -6.171
613.396 127.617
Total comprehensive income attributable to:
Owners of the parent 653.631 133.788
Non-controlling interest -40.235 -6.171
Earnings per share: 613.396 127.617
Basic 0,04 0,01
Diluted 0,04 0,01

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the three months period ended 31st March, 2014 and 2013(value in euros)

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IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the three months period ended 31 March, 2014 and 2013

(value in euros)
Three months period ending on
March 31
Note 2014 2013
Cash Flows from Operating Activities
Flows from operating activities (1) 1.269.897 1.661.616
Cash Flows from Investment Activities
Receipts from:
Financial investments 0
Tangible fixed assets 3.504 8.452
Interest received 51.598 270.222
Payments for:
Financial Investments
Tangible fixed assets 3.996.905 843.138
Intangible assests 55.453 197.018
Flows from investment activities (2) -3.997.256 -761.482
Cash flows from financing activities
Receipts from:
Loans obtained 1.500.000
Payments for:
Loans obtained 7.839.648 953.499
Amortisation of financial leasing contracts 26.495 96.857
Interest and similar costs 498.411 617.364
Dividends paid
Flows from financing activities (3) -8.364.554 -167.720
Change in cash & cash equivalents (4)=(1)+(2)+(3) -11.091.913 732.414
Perimeter changes effect
Exchange rate differences effect
Cash & cash equivalents at the start of the period 21.453.094 26.095.250
Cash & cash equivalents at end of the period 10.361.181 26.827.664

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2014

(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 389 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, Miit, Sol, Sugestões e Opções, José Silva Carvalho, Catering and SEC Eventos e Catering. The group has 370 units which it operates and 19 units under a franchise contract. Of this universe, 87 are headquartered in Spain and 3 in Angola, of which 72 are own establishments and 18 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 31 March 2014, mainly with the international standard n.º 34 –Interim Financial Report.

The accounting policies applied on 31 March 2014 are identical to those applied for preparing the financial statements of 31 March and of 31 December 2013, except under the adoption of IFRS 11, jointly controlled entity UQ Consult S.A. ceases to be included by the proportional consolidation method, and the interest on that entity to be accounted for by the equity method. Because of this change the comparative figures have been restated. The main impacts can be summarized as follows:

Balance sheet

31-12-2013 31-12-2013 restated
Financial assets - joint controlled entities - 2.497.788
Goodwill 42.677.991 40.509.009
Other assets 175.644.750 175.098.683
Equity 119.440.096 119.440.096
Liabilities 98.882.645 98.665.384
Income statement 31-03-2013 31-03-2013 restated
Operating income 39.860.428 39.854.183
Operating costs -39.299.143 -39.309.003
Net financing cost -343.937 -339.096
Income on joint controlled entities - Equity method - 8.279
Income tax expense -89.731 -86.746

Net profit 127.617 127.617

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2013 and the accounting values considered in the three months period ended on the 31 March 2014.

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

4.1. The following group companies were included in the consolidation on 31st March 2014 and 31st March and 31st December 2013:

% Shareholding
Company Head Office Dec-13 Mar-13
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
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
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
61%
100%
100%
100%
100%
100%
100%
100%
98%
100%
100%
100%
100%
100%
100%
100%
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.
SEC - Eventos e Catering, S.A.
IBERSOL - Angola, S.A.
HCI - Imobiliária, S.A.
Parque Central Maia - Activ.Hoteleiras, Lda
Gravos 2012, S.A.
Porto
Porto
Vigo - Espanha
Porto
Porto
Luanda - Angola
Luanda - Angola
Porto
Porto
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
100%
100%
-
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 functions 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 (Note 2.1).

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 three months period ended on 31 March 2014.

4.2.2. Disposals

The group did not sell any of its subsidiaries in the three months period ended on 31 March 2014.

5. INFORMATION PER SEGMENT

In the three months period ended March 31, 2014 and 2013, given the small size of the operational activity and asset values, the contribution of Angola is reflected in the segment of Portugal.

The results per segment for the three month period ended 31 March 2014 were as follows:

31 March 2014 Portugal Spain Group
Restaurants 29.556.822 10.584.939 40.141.761
Merchandise 124.759 349.758 474.517
Rendered services 36.183 88.633 124.816
Turnover per Segment 29.717.764 11.023.330 40.741.094
Operating income 701.292 795.439 1.496.731
Net financing cost -446.227 -156.120 -602.347
Share in the profit by joint controlled entities 1.217 - 1.217
Pre-tax income 256.282 639.319 895.601
Income tax 155.649 126.556 282.205
Net profit in the period 100.633 512.763 613.396

The results per segment for the three month period ended 31 March 2013 were as follows:

31 March 2013 Portugal Spain Group
Restaurants 28.124.513 10.436.071 38.560.584
Merchandise 406.781 420.822 827.603
Rendered services 37.285 100.904 138.189
Turnover per Segment 28.568.579 10.957.797 39.526.376
Operating income -134.941 680.121 545.180
Net financing cost -202.723 -136.373 -339.096
Share in the profit by joint controlled entities 8.279 - 8.279
Pre-tax income -329.385 543.748 214.363
Income tax -9.763 96.509 86.746
Net profit in the period -319.622 447.239 127.617

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 three months period ended 31 March 2014.

In the restaurant segment season activity is characterized by a decrease of sales in the three first months of the year, witch leads to a greater activity on the second quarter. In addition Easter and openings or can make a very strong contribution to these sales evolution. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the three first months of the year, sales are about 23% of annual volume and.

7. TANGIBLE FIXED ASSETS

In the three months period ended 31 March 2014 and in the year ending on 31 December 2013, the following movements took place in the value of tangible fixed assets, depreciation and accumulated impairment losses:

Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
1 January 2013
Cost 133.921.515 70.420.661 14.770.055 357.468 219.469.700
Accumulated depreciation 29.331.240 52.221.588 12.542.229 - 94.095.056
Accumulated impairment 4.922.744 562.633 62.515 - 5.547.892
Net amount 99.667.532 17.636.440 2.165.312 357.468 119.826.752
31 December 2013
Initial net amount 99.667.532 17.636.440 2.165.312 357.468 119.826.752
Changes in consolidat perimeter 764.885 -345.430 - - 419.456
Currency conversion -307.853 -58.140 -11.242 -114 -377.349
Additions 5.634.407 3.145.697 1.416.810 2.082.655 12.279.569
Decreases 407.090 214.952 6.472 98.700 727.214
Transfers 95.168 -1.438 - -95.168 -1.438
Depreciation in the year 3.099.556 4.153.487 821.199 - 8.074.242
Deprec. by changes in the perim. - - - - -
Impairment in the year 2.172.715 53.179 - - 2.225.894
Impairment reversion - - - - -
Final net amount 100.174.778 15.955.512 2.743.209 2.246.141 121.119.640
31 December 2013
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
Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
31 March 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 711 176 32 252 1.171
Additions 704.856 214.921 256.341 632.904 1.809.022
Decreases 19.174 27.259 200 8 46.641
Transfers - - 574 -5.164 -4.590
Depreciation in the year 811.903 979.577 203.228 - 1.994.708
Deprec. by changes in the perim. - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 100.049.268 15.163.773 2.796.728 2.874.125 120.883.894
31 March 2014
Cost 138.101.588 69.233.159 15.950.850 2.874.125 226.159.724
Accumulated depreciation 32.400.672 53.453.575 13.091.608 - 98.945.854
Accumulated impairment 5.651.648 615.812 62.515 - 6.329.975
Net amount 100.049.268 15.163.773 2.796.728 2.874.125 120.883.894

(1) changes in the year 2014 and 2013 are due, mainly, to KFC restaurants in Luanda, Angola.

Investments for the year 2013 on fixed assets in the amount of 10 million are related to the opening of new units and renovation of the existing ones, in Portugal and Spain.

8. INTANGIBLE ASSETS and GOODWILL

Intangible assets are broken down as follows:

Mar-14 Dec-13
Goodwill
Intangible assets
40.509.009
14.958.005
40.509.009
15.253.659
55.467.014 55.762.668

In the three months period ended 31 March 2014 and in the year ending on 31 December 2013, the movement 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 2013
Cost 42.190.958 20.788.413 5.394.349 2.445.801 70.819.521
Accumulated amortization - 6.572.385 4.485.694 - 11.058.079
Accumulated impairment 1.861.678 967.650 70.110 - 2.899.438
Net amount 40.329.280 13.248.378 838.545 2.445.801 56.862.005
31 December 2013
Initial net amount 40.329.280 13.248.378 838.545 2.445.801 56.862.005
Changes in consolidat. perimeter - -20.246 -9.000 -26.630 -55.876
Currency conversion - -47.390 -114 -14.151 -61.655
Additions 179.729 818.821 19.952 5.900 1.024.402
Decreases - 96.679 11.896 - 108.575
Transfers - 1.438 - - 1.438
Amortization in the year - 1.111.648 544.676 - 1.656.324
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - 242.747 - - 242.747
Impairment reversion - - - - -
Final net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
31 December 2013
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
Industrial Other intangible Intangible Assets in
Goodwill property Assets progress (1) Total
31 March 2014
Initial net amount 40.509.009 12.549.927 292.811 2.410.920 55.762.668
Changes in consolidat. Perimeter - - - - -
Currency conversion - 81 - 30 111
Additions - 88.434 - - 88.434
Decreases - 36 - - 36
Transfers - - - - -
Amortization in the year - 277.413 106.748 - 384.161
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 40.509.009 12.360.993 186.063 2.410.950 55.467.016
31 March 2014
Cost 42.370.687 21.337.544 5.284.808 2.410.950 71.403.989
Accumulated amortization - 7.766.154 5.028.635 - 12.794.789
Accumulated impairment 1.861.678 1.210.397 70.110 - 3.142.185
Net amount 40.509.009 12.360.993 186.063 2.410.950 55.467.016

(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 expected that the platforms will not be delivered and their contracts cancel, with the consequent repayment of invested capital.

Goodwill is broken down into segments, as shown bellow:

Mar-14 Dec-13
Portugal 7.474.768 7.474.768
Spain 32.903.527 32.903.527
Angola 130.714 130.714
40.509.009 40.509.009

Goodwill on the Spain segment refers mainly to the purchase of the subsidiaries Lurca and Vidisco.

9. INCOME PER SHARE

Income per share in the three months period ended 31 March 2014 and 2013 was calculated as follows:

Mar-14 Mar-13
Profit payable to shareholders 653.631 133.788
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) 0,04 0,01
Earnings diluted per share (€ per share) 0,04 0,01
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 30th April 2014, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2013), representing a total value of 990.000 euros for outstanding shares (990.000 euros in 2013). Payment is scheduled for May 30, 2014.

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 31 March 2014, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Mar-14 Dec-13
Guarantees given 118.893 118.348
Bank guarantees 1.441.722 1.470.992

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

In the three months period ended 31 March 2014 and 31 December 2013, under the heading of asset impairment losses were as follows:

Mar-14
Impairment
Starting assets Losses in Impairment Closing
balance Transfers disposals the Year reversion balance
Tangible fixed assets 6.524.924 - -194.949 - - 6.329.975
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 1.280.506 - - - - 1.280.506
Stocks 74.981 - - - - 74.981
Other current assets 1.167.468 -2.504 - - -2.874 1.162.090
10.909.557 -2.504 -194.949 - -2.874 10.709.230
Dec-13
Impairment
Starting assets Losses in Impairment Closing
balance Cancellation disposals the Year reversion balance
Tangible fixed assets 5.547.892 - -1.248.861 2.225.894 - 6.524.924
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 1.037.760 - - 242.746 - 1.280.506
Stocks 74.981 - - - - 74.981
Other current assets 1.057.247 -17.850 - 184.039 -55.968 1.167.468
9.579.558 -17.850 -1.248.861 2.652.679 -55.968 10.909.558

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, due to the reduced size of the investment, there is no significant exposure to currency exchange risk. Angolan branch loans in the amount of 3.437.500 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.

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 20 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan. Moreover, the Group has cash and cash equivalents covering about 13% of the loans in which the remuneration covers interest rate changes on the debt.

Based on simulations performed on 31 March 2014, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 41.000 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 31st March 2014, current liabilities reached 57 million euros, compared with 23 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 2014 the renewal of the commercial paper programmes (9.500.000 euros). However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.

In the current situation, to lower bank loans the company opted to increase financial debt maturity and to maintain a significant share of the short term debt. On March 31, 2014, the use of short term liquidity cash flow support was of 4%. Investments in term deposits of 6 million match 13% of liabilities paid.

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

until March 2015 from March 2015 to 2024
5.734.510
12.000.000
-
2.761.239 -
15.193.779 -
8.112.163 402.086
Total 46.825.213 18.136.596
11.223.044
9.500.000
34.988

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 31st March 2014 the gearing ratio was of 19% and on 31st December 2013 of 17%, as follows:

Mar-14 Dec-13
Bank loans 38.492.542 46.526.172
Cash and bank deposits -10.878.544 -22.138.608
Net indebtedness 27.613.998 24.387.564
Equity 120.053.105 119.440.096
Total capital 147.667.103 143.827.660
Gearing ratio 19% 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 March 2014 we have a 19% 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. SUBSEQUENT EVENTS

There were no subsequent events as of 31 March 2014 that may have a material impact on these financial statements.

16. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 27th May 2014.

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