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Ibersol

Earnings Release Nov 20, 2019

1932_10-q_2019-11-20_520228f6-d16f-4b6c-b8ac-f149856a01bc.pdf

Earnings Release

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IBERSOL – SGPS, SA

Publicly Listed Company

Registered office: Praça do Bom Sucesso, 105/159, 9th floor, Porto Commercial Registry: Oporto under number 501669477 Share Capital Euros 36.000.000 Fiscal number: 501669477

Consolidated Report & Accounts 9M2019

(not audited)

  • Consolidated Turnover of Increase of 356.2 million euros crease 6.1% over 9M of 2018
  • Consolidated euros Ebitda decreased Consolidated EBITDA (without IFRS16) reached creased 9.2% over 9M of 2018. 43.9 million
  • Consolidated Decrease of net profit (without IFRS16) of 17.5 crease 26.7% when compared to the 9M of 2018. 17.5 million euros

Consolidated Management Report

As a result of applying the new accounting standard on leases (IFRS16) since 1st of January 2019, the group decided to adopt for the modified retrospective method in the consolidated accounts, according to which there is no restatement of historical data.

For better comparability and once there are no changes in the way Ibersol evaluates the operating performance of its business, the below analysis does not consider the application of IFRS16. The significant impact of this accounting standard on our financial statements, especially in the shortest activity quarters, is presented in a specific section of this report.

Consolidated turnover for the nine months of the year amounted to 356.2 million euros, compared to 335.7 million euros in the same period of the previous year, broken down as follows:

Turnover 9M 2019
euro million % Ch. 19/18
Sales of Restaurants 343.1 6.2%
Sales of Merchandise 10.4 13.3%
Services Rendered 2.7 -20.4%
Net Sales & Services 356.2 6.1%

The positive evolution of the demand, especially in Portugal, coupled with the effects of the openings, contributed to the growth of restaurant sales during this period and to minimize two relevant negative impacts on the Group's activity:

  • a) the reduction in turnover in Angola, as a result of the sharp decrease in consumption in parallel with a very significant currency devaluation of AKZ against the EUR (around 32%);
  • b) the reduction in the number of operated restaurants at the Barcelona airport since May of 2018, resulting in a reduction of the market share from 70% to 40%. The impact of this loss begins in this third quarter to be offset by the opening of most of the final restaurants in the new concessions in Spain;
SALES IN RESTAURANTS 9M 2019
euro million % Ch. 19/18
Restaurants 77,3 3.6%
Counters 164.8 10.1%
Concessions&Catering 101,0 2,1%
Total Sales 343.1 6.2%

At the segment level, restaurants grew 3.6%, ensuring the same performance in this quarter as in the first half.

In the counters segment, even including activity in Angola, once again recorded a solid performance, with restaurant sales reaching 165 million euros, an increase of 10.1%. This growth results from: (i) the performance of Burger King and KFC brands, which have been registering successive market share gains and growth rates influenced by a higher number of units operating (ii) extension of home delivery coverage through aggregators to a larger number of units in this third quarter.

The "Concessions and Catering" segment sales increased 2.1% compared to the same period of the previous year, as a result of the positive performance of the Catering activity, which benefited from larger events and the start of operations in three new concessioned locations.

During this period has been completed the conversion of 16 new restaurants (11 in Barcelona, 4 in Málaga and 1 in Alicante), which has reduced the negative impact of the perimeter change caused by the closure and openingof the restaurants in the 4 new concessions in Spain (Barcelona, Málaga, Gran Canária and Alicante).

In this period, there was a reversal in the growth trend in passenger traffic at Canary Islands airports, with sharp losses in the third quarter in the Fuerteventura and Las Palmas concessions, with consequent impact on the performance of the units operating in these locations.

During this period, we closed 14 restaurants, nine of which franchises, mostly in Spain.

Following the strategy of expansion in new Travel concessions, five new units began to be operated, two at Alicante and the remaining at Malaga and Gran Canaria airports (two of which are still operating in provisional concept) and also at AVE Girona. In addition, 12 new equity restaurants were opened, nine of which in Portugal with the opening of six Burger King restaurants and three new concessions. In Spain, the opening of a Ribs restaurant and two Pans were also completed.

At the end of the period, the total number of restaurants was 647 (528 equity and 119 franchises), as shown below:

Nº of Restaurants 2018 2019
31-Dec Openings Transfer Closures 30/Sep
PORTUGAL 332 9 0 341
Equity Restaurants 331 9 0 340
Pizza Hut ત્વે નવાની તેમને જોવન જોવા તાલુકામાં આવેલું એક ગામના લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામનાં લોકોનો મુખ્યત્વે આવેલું એક ગામનાં મુખ્યત્વે આવેલું એક ગા વેન્ડ
Okilo+MIIT+Ribs 4 4
Pans+Roulotte 46 46
Burger King 87 6 93
KFC 27 27
Pasta Caffé 7 7
Quiosques 8 8
Coffee Shops 27 27
Catering 7 3 10
Concessions & Other 23 23
Franchise Restaurants 1 1
SPAIN 292 9 13 288
Equity Restaurants 175 8 5 178
Pizza Móvil 28 5 23
Pizza Hut 5 5
Burger King 35 35
Pans 35 2 37
Ribs 10 1 11
FrescCo 3 3
Concessions ਦਰ 5 64
Franchise Restaurants 117 1 8 110
Pizza Móvil 15 2 13
Pans 52 1 1 52
Ribs 27 1 26
FrescCo 7 2 5
SantaMaria 16 2 14
ANGOLA 10 10
KFC 9 9
Pizza Hut 1 1
Other Locations - Franchise 7 2 1 8
Pans 7 2 1 8
Total Equity Restaurants 516 17 0 5 528
Total Franchise Restaurants 125 3 0 9 119
TOTAL 641 20 0 14 647

The consolidated net income (without IFRS16) of 9M amounted to Eur 17.5 million euros compared to 23.9 million euros, in the same period of 2018, which represents a decrease of 26.7%.

(Million euros) 9M 19
Excl./IFRS16
9M 18
Operating income
Sales 353,5 332,4
Rendered services 2,7 3,3
Other operating income 7,1 7,1
Total operating income 363,2 342,8
Custos Operacionais
Cost of sales 87,0 82,2
External supplies and services 119,7 110,3
Personnel costs 109,8 100,5
Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA 20,0 18,6
Other operating costs 2,8 1,5
Total operating costs 339,3 313,0
Operating Income 23,9 29,8
EBITDA 43,9 48,3
Net financing cost 2.7 2,9
Gains (losses) in joint controlled subsidiaries - Equity method 0,2 0,0
Gain (loss) on the net monetary position 0,0 1,8
Profit before tax 21,3 28,3
Income tax expense 3,8 4,5
Net profit 17,5 23,9

Gross margin was 75.6% of turnover, at the same level of the previous year (9M 18: 75.5%).

In terms of the remaining cost structure, it should be noted that there has been some pressure to increase it, resulting in slight increases in the weight of personal costs and external supplies and services.

Including the effect of the increase in the minimum wage, Staff costs increased 9.3% representing 30.8% of the turnover (9M18: 29.9%).

External Supplies and services (without IFRS16): increase of 8.6%, representing 33.6% of turnover, which represents an increase of 0.8p.p over the same period of 2018. For this increase contributed the contractual conditions of the new travel concessions in Spain and the cost of aggregator commissions, associated with a higher weight of home delivery in total sales.

Other operating income amounted to 7.1 million euros, the same as in the same period of the previous year.

Other operating costs increased by 1.3 million euros, mainly due to the write-off of assets related to store relocation.

Therefore EBITDA (without IFRS16) amounted to 43.9 million euros, a decrease of 9.2% over 9M18, Activity in Spain was deeply affected by the reduction of share at Barcelona Airport and the opening period of definitive new concessions with an important impact on Ebitda.

Consolidated EBITDA margin (without IFRS16) stood at 12.3% of turnover which compares with 14.4% in the same period of the previous year.

Consolidated EBIT margin (without IFRS16) was 6.7% of turnover, which represents an operating result of 23.9 million euros, a decrease of 2.2p.p. compared to the same period of 2018 with 29.8 million euros.

Consolidated Financial Results (without IFRS16) were negative by 2.7 million euros, around 0.2 million euros lower than the 9M18.

Average cost of loans in the first nine months of 2019 stood at 2.2%, at the same level of the same period of 2018.

Financial Situation

Total Assets (without IFRS16) amounted to 467 million euros and Equity (without IFRS16) stood at 216 million euros, representing 46% of assets.

CAPEX reached 26 million euros. About 21.3 million corresponds to the investment incurred in to complete the expansion plan and the remaining for the refurbishment and modernization of some restaurants.

Net debt at 30th September 2019 amounted to 78.5 million euros, at the same level of the end of 2018.

In Portugal, is expected a slight slowing down in pace of sales growth in line with recent months, while growth in Spain will be more moderate.

The uncertainty of Brexit impact on the European economy and the reduction in traffic passenger, is one of the main risks to the performance of concessions, namely at the airports located at touristic destinations.

In Spain, we expect to complete all the restaurants won in 2018 at the Barcelona, Gran Canaria, Malaga and Alicante airports, with the definitive concepts.

In Angola the recent worsening of the AKZ's devaluation rate will lead to a continued decline in consumption. The inability to increase prices at the pace of devaluation will continue to result in lower profitability of our operations.

As far as expansion is concerned, we will try to remain the openings pace of the last years in Portugal, and in Spain, selective openings of Pans and Ribs.

Porto, 19th November 2019

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ António Alberto Guerra Leal Teixeira

______________________________

Juan Carlos Vázquez-Dodero

The applying of the new standard on leases - IFRS16 - from 1st January 2019, has a relevant impact on the results.

Taking in consider that the Group's operation is carried out mainly in leased restaurants, under lease or concession agreements with maturities over 12 months, is recognized the value of Assets ("Rights of Use") and Liabilities ("Lease Liability") in the Balance Sheet and consequent amortization and financial expenses in the Income Statement.

Income Statement

From the application of IFRS16, at 30 September, EBITDA amounted to EUR 88.8 million (EUR 43.9 million without IFRS 16) and a Net Result of EUR 10.5 million (EUR 17.5 million excluding IFRS16).

(Million euros) 9M 19
IFRS 16
9M 19
Excl./IFRS16
9M 18
Operating income
Sales 353,5 353,5 332,4
Rendered services 2.7 2.7 3,3
Other operating income 7,1 7,1 7,1
Total operating income 363,2 363,2 342,8
Custos Operacionais
Cost of sales 87.0 87.0 82.2
External supplies and services 74,7 119,7 110,3
Personnel costs 109,8 109.8 100,5
Amortisation, depreciation and impairment losses of TFA, Rights of Use, Goodwill and IA 60,1 20,0 18,6
Other operating costs 2,8 2,8 1,5
Total operating costs 334,5 339,3 313,0
Operating Income 28,8 23,9 29,8
EBITDA
88,8 43,9 48,3
Net financing cost 16,6 2,7 2,9
Gains (losses) in joint controlled subsidiaries - Equity method 0,2 0,2 0,0
Gain (loss) on the net monetary position 0,0 0,0 1,8
Profit before tax 12,3 21,3 28,3
Income tax expense 1.8 3,8 4,5
Net profit 10,5 17,5 23,9

With the application of the standard, the variability of rents according to turnover is largely replaced by the registration of fixed costs, whereby the impact on profit before taxes is much higher in periods of lower activity, as in the first half. In this quarter of higher activity, there was no significant change in the impact of the semester. With normal sales seasonality and the increases resulting from new contracts associated with openings, an additional impact of between 3 and 4 million euros is expected in the last quarter.

In addition, the annual effect on the 2019 results is amplified by the fact that most of the concession contracts in Spanish airports are in initial stages, with terms that are lower than the average of the Group's lease contracts.

Balance Sheet

On 30 September, the new IFRS16 standard implies the recognition of the Right of Use (RoU) in the Assets with an impact of 336 million euros and the corresponding recognition of finance leases in the Liabilities, with a total impact of 348 million euros.

Balance Sheet (million euros) Notas 30/09/2019 30-09-2019
Excl./IFRS16
31/12/2018
Non-current
Net Fixed Assets 8 201,3 212,9 201,3
Rights of Use (RoU) 336,0 0,0
Total non-current assets 692,3 367,9 359,6
Current
Other current assets 16 28,8 29,8 27,6
Total current assets 98,0 98,8 84,6
Total Assets 790,3 466,7 444,2
EQUITY AND LIABILITIES
EQUITY
Net profit in the year 10,5 17,5 25,0
Total Equity 209,4 216,3 203,2
Non-current
Loans 92.7 95.4 79,2
Liability for leases 300,6
Deferred tax liabilities 8.7 10,4 10,6
Total non-current liabilities 405,4 109,2 93,3
Current
Loans 39,9 47,6 53,0
Liability for leases 47,4
Accounts payable to suppliers and accrued costs 73,3 74.6 81.4
Other current liabilities 16 13,7 17,7 13,3
Total current liabilities 175,6 141,2 147,8
Total Liabilities 580,9 250.4 241.1
Total Equity and Liabilities 790,3 466,7 444.2

Edifício Península Praça do Bom Sucesso,105 a 159 – 9º 4150-146 Porto Portugal Tel.: +351 226 089 700 www.ibersol.pt

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

Consolidated Interim Financial Statements

30th September 2019

IBERSOL S.G.P.S., S.A. INTERIM STATEMENT OF CONSOLIDATED FINANCIAL POSITION ON 30th September 2019 AND 31st DECEMBER 2018 (values in euros)

ASSETS 30/09/2019 31/12/2018
Non-current
Tangible fixed assets 8 201 256 014 201 310 291
Rights of use 3.1 e 9 336 013 453 -
Goodwill 9 90 846 327 90 846 327
Intangible assets 9 36 549 175 36 146 157
Financial investments - joint controlled subsidiaries 2 612 144 2 459 842
Non-current financial assets 435 539 211 430
Other financial assets 19 12 405 449 15 753 485
Other non-current assets 16 12 159 079 12 921 343
Total non-current assets 692 277 180 359 648 875
Current
Inventories 12 486 736 11 622 326
Cash and bank deposits 46 924 552 37 931 124
Income tax receivable 4 443 732 3 574 662
Other financial assets 19 5 392 697 3 855 375
Other current assets 16 28 754 429 27 617 179
Total current assets 98 002 147 84 600 666
Total Assets 790 279 327 444 249 541
EQUITY AND LIABILITIES
EQUITY
Capital and reserves attributable to shareholders
Share capital 10 36 000 000 36 000 000
Own shares -11 180 516 -11 180 516
Share prize 469 937 469 937
Legal reserves 1 075 511 755 581
Conversion Reserves
Other Reserves & Retained Results
-8 118 195
180 376 864
-7 140 907
158 974 733
Net profit in the year 10 482 194 24 962 061
209 105 795 202 840 889
Interests that do not control 245 734 329 204
Total Equity 209 351 529 203 170 093
LIABILITIES
Non-current
Loans 92 696 120 79 182 324
Liability for leases 3.1 300 568 140 -
Deferred tax liabilities 8 656 467 10 556 031
Provisions 3 244 724 3 244 724
Derivative financial instrument 177 590 177 570
Other non-current liabilities 10 912 150 344
Total non-current liabilities 405 353 953 93 310 993
Current
Loans 39 921 073 52 961 448
Liability for leases 3.1 47 377 096 -
Accounts payable to suppliers and accrued costs 73 305 060 81 387 772
Income tax payable 1 226 805 162 901
Other current liabilities 16 13 743 811 13 256 334
Total current liabilities 175 573 844 147 768 455
Total Liabilities 580 927 798 241 079 448
Total Equity and Liabilities 790 279 327 444 249 541
Porto, 19th November 2019 The Board of Directors,

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2019 AND 2018 (values in euros) IBERSOL S.G.P.S., S.A. INTERIM CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

Operating Income
Sales
6
353 499 418
332 366 730
Rendered services
6
2 652 722
3 333 699
Other operating income
7 072 350
7 055 399
363 224 490
342 755 828
Total operating income
Operating Costs
Cost of sales
87 045 731
82 157 744
External supplies and services
74 721 609
110 257 516
Personnel costs
109 816 989
100 467 454
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA
8 e 9
60 084 603
18 568 399
Other operating costs
2 797 547
1 541 698
Total operating costs
334 466 479
312 992 811
28 758 011
29 763 017
Operating Income
Net financing cost
17
16 575 760
2 861 073
Gains (losses) in joint controlled subsidiaries - Equity method
152 302
31 275
Gains (losses) in financial investments
-
-370 000
Gains (losses) on Net monetary position
8 e 9
-
1 778 155
Profit before tax
12 334 552
28 341 374
Income tax expense
18
1 809 049
4 472 683
Net profit
10 525 503
23 868 691
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results)
-977 288
-4 981 196
TOTAL COMPREHENSIVE INCOME
9 548 215
18 887 495
Net profit attributable to:
Owners of the parent
10 482 194
23 680 883
Non-controlling interest
43 309
187 808
10 525 503
23 868 691
Total comprehensive income attributable to:
Owners of the parent
9 504 906
18 699 687
Non-controlling interest
43 309
187 808
9 548 215
18 887 495
10
Earnings per share:
Basic
0,32
0,73
Diluted
Notes 30/09/2019 30/09/2018
0,32 0,73

Porto, 19th November 2019 The Board of Directors,

IBERSOL S.G.P.S., S.A. INTERIM CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME FOR THE THIRD TRIMESTER OF 2019 AND 2018 (values in euros)

3rd TRIMESTER (unaudited)
Notes 2019 2018
Operating Income
Sales 133 900 954 123 471 094
Rendered services 914 325 904 595
Other operating income 3 148 151 2 560 652
Total operating income 137 963 430 126 936 341
Operating Costs
Cost of sales 32 866 640 30 929 207
External supplies and services 25 994 395 39 404 556
Personnel costs 38 329 721 34 282 768
Amortisation, depreciation and impairment losses of TFA, Rights of
Use, Goodwill and IA 20 444 922 6 150 700
Other operating costs 790 883 494 058
Total operating costs 118 426 562 111 261 289
Operating Income 19 536 868 15 675 052
Net financing cost 5 709 542 588 602
Gains (losses) in joint controlled subsidiaries - Equity method 19 959 7 709
Gains (losses) on Net monetary position -583 621 897 320
Profit before tax 13 263 664 15 991 479
Income tax expense 3 306 142 2 989 116
Net profit 9 957 522 13 002 363
Other comprehensive income:
Change in currency conversion reserve (net of tax and that can be
recycled for results) -349 337 -1 218 929
TOTAL COMPREHENSIVE INCOME 9 608 185 11 783 434
Net profit attributable to:
Owners of the parent 9 917 053 12 940 216
Non-controlling interest 40 469 62 147
9 957 522 13 002 363
Total comprehensive income attributable to:
Owners of the parent 9 567 716 11 721 287
Non-controlling interest 40 469 62 147
9 608 185 11 783 434
Earnings per share:
Basic 0,31 0,40
Diluted 0,31 0,40

Porto, 19th November 2019 The Board of Directors,

IBERSOL S.G.P.S., S.A. Interim Statement of Alterations to the Consolidated Equity for the nine months period ended 30th September, 2019 and 2018 (unaudited)

(value in euros)

Ass
ign
ed
har
eho
lde
to s
rs
Not
e
Sha
re C
api
tal
Ow
n
Sha
res
Sha
re P
rize
Leg
al
Res
erv
es
Con
sio
ver
n
Res
erv
es
Oth
er
Res
&
erv
es
Ret
ain
ed
Res
ults
Net Pro
fit
Tot
al p
nt
are
ity
equ
Inte
hat
ts t
res
do
not
trol
con
Tot
al
Equ
ity
Bal
anc
e o
Jan
n 1
y 20
18
uar
IFR
S 9
Im
t
pac
S 1
IFR
5 Im
t
pac
30 0
00 0
00
-11
179
96
9
469
93
7
263
00
1
-2 0
12 8
86
139
50
7 20
5
-70
2 35
8
-
30 8 49 4
60
187
89
6 74
7
-70
2 35
8
-
723
44
5
188 62
0 19
2
-70
2 35
8
-
Cha
s in
nge
the
riod
pe
:
App
lica
tion
of
the
soli
date
d p
rofit
fro
m 2
017
con
:
T
fer
d re
tain
ed
lts
to r
rans
ese
rves
an
resu
492
58
0
30 3
56 8
80
-30
849
46
0
- -
Sha
re C
apit
al in
crea
se
6 00
0 00
0
-6 0
00 0
00
- -
Con
ion
- A
la
vers
rese
rves
ngo
-4 9
81
196
-4 9
81
196
-4 9
81
196
Acq
uisi
tion
/ (d
ispo
sal)
of
sha
own
res
Net
lida
ted
inco
for
the
nine
nths
riod
co
nso
me
mo
pe
end
ed o
n 30
Se
ber
, 20
18
ptem
-54
8
23 6 80 8
83
-54
8
23 6
80 8
83
187
80
8
-54
8
23 8
68 6
91
Tot
al c
han
in
the
riod
6 00
0 00
0
-54
8
- 492
58
0
-4 9
81
196
24 3
56 8
80
-7 1 68 5
77
18 6
99
139
187
80
8
18 8
86 9
47
Net
fit
pro
ges
pe
23 6 80 8
83
23 6
80 8
83
187
808
23 8
68 6
91
Tot
al c
om
Tra
ctio
nsa
hen
sive
inc
pre
om
e
ith
ital
s in
the
riod
ns w
cap
ow
ner
pe
lica
tion
of
the
soli
date
rofit
fro
m 2
017
18 6
99 6
87
187
80
8
18 8
87 4
95
App
d p
con
:
P
aid
divi
den
ds
-2 7
00 0
06
-2 7
00 0
06
-444
64
7
-3 1
44 6
53
- - - - -2 7
00 0
06
- -2 7
00 0
06
-444
64
7
-3 1
44 6
53
Bal
anc
e o
n 3
0 S
ber
20
18
ept
em
36 0
00 0
00
18
0 5
-11
17
469
93
7
58
755
1
-6 9
94 0
82
160
46
1 72
0
23 6 80 8
82
203
19
3 52
1
466
60
5
203 66
0 12
7
Bal
anc
e o
Cha
s in
nge
n 1
Jan
y 20
19
uar
the
riod
pe
:
App
lica
tion
of
the
soli
date
d p
rofit
fro
m 2
018
con
:
36 0
00 0
00
-11
180
51
6
469
93
7
755
58
1
-7 1
40 9
07
158
97
4 73
3
24 9 62 0
61
202
84
0 88
9
329
20
4
203 17
0 09
3
T
fer
d re
tain
ed
lts
to r
rans
ese
rves
an
resu
319
93
0
24 6
42
131
-24
962
06
1
- -
Con
ion
- A
la
vers
rese
rves
ngo
Net
lida
ted
inco
for
the
nine
nths
riod
co
nso
me
mo
pe
-97
7 28
8
-97
7 28
8
-97
7 28
8
end
ed o
Se
ber
n 30
ptem
, 20
19
10 4 82
194
10 4
82
194
43 3
09
10 5
25 5
03
Tot
al c
han
in
the
riod
ges
pe
- - - 319
93
0
-97
7 28
8
24 6
42
131
-14
479
86
7
9 50
4 9
06
43 3
09
9 54
8 2
15
Net
fit
pro
10 4 82
194
10 4
82
194
43 3
09
10 5
25 5
03
Tot
al c
om
Tra
ctio
nsa
hen
sive
inc
pre
om
e
ith
ital
s in
the
riod
ns w
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Porto, 19th November 2019

The Board of Directors,

IBERSOL S.G.P.S., S.A. Interim Consolidated Cash Flow Statements for the nine months period ended 30 September, 2019 and 2018

(value in euros)

Nine months period ending on
June 30 (unaudited)
Note 2019 2018
Cash Flows from Operating Activities
Receipts from clients 357 951 221 333 029 070
Payments to supliers -147 742 592 -173 647 547
Staff payments -106 636 508 -99 575 291
Flows generated by operations 103 572 121 59 806 232
Payments/receipt of income tax -3 436 690 -1 135 401
Other paym./receipts related with operating activities -12 285 475 -19 172 772
Flows from operating activities (1) 87 849 956 39 498 059
Cash Flows from Investment Activities
Receipts from:
Financial investments 82 440 139 763
Tangible fixed assets 22 225 22 620
Investment benefits 85 272
Interest received 1 080 924 1 197 182
Other financial assets 3 319 475 5 005 817
Payments for:
Financial Investments 306 550 1 627 536
Other financial assets 0 2 907 912
Tangible fixed assets 33 742 508 15 800 211
Intangible assests 3 305 525 2 734 168
Other investments 4 000 000
Flows from investment activities (2) -32 849 519 -20 619 173
Cash flows from financing activities
Receipts from:
Loans obtained 23 193 010 9 421 418
Payments for:
Loans obtained 19 059 612 12 878 598
Amortisation and interest of liability for leases 42 143 628 1 100 455
Interest and similar costs 3 944 161 4 278 964
Dividends paid 3 366 779 3 144 647
Acquisition of own shares 548
Flows from financing activities (3) -45 321 170 -11 981 794
Change in cash & cash equivalents (4)=(1)+(2)+(3) 9 679 267 6 897 092
Cash & cash equivalents at the start of the period 32 048 560 34 882 539
Cash & cash equivalents at end of the period 20 41 727 827 41 779 631

Porto, 19th November 2019 The Board of Directors,

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED ON 30 SEPTEMBER 2019

(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 647 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Ribs, FresCo, SantaMaria, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffe counters and other concessions. The group has 528 units which it operates and 119 units under a franchise contract. Of this universe, 288 are headquartered in Spain, of which 178 are own establishments and 110 are franchised establishments, and 10 in Angola.

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

Ibersol SGPS parent company is ATPS - SGPS, S.A ..

2. MAIN ACCOUNTING POLICIES

The main accounting policies applied in preparing these consolidated financial statements are described below.

2.1 Presentation basis

These consolidated interim financial statements were prepared according to the international standard nº. 34 – Interim Financial Report, and therefore do not include all the information required by the annual financial statements, and should be read together with the company's financial statements for the period ended 31 December 2018.

The consolidated interim financial statements have been prepared in accordance with the historical cost principle, changed to fair value in the case of derivative financial instruments.

The accounting policies applied on 30 September 2019 are identical to those applied for preparing the financial statements of 30 September and 31 December 2018, except for the exchange currency differences included in other income / other operating costs and excluded from net financing cost.

3. CHANGE OF ACCOUNTING POLICIES, ERRORS AND ESTIMATES

3.1. New standards, amendments and interpretations adopted by the Group

The Group adopted for the first time the new standard IFRS 16 Leases, and there was no restatement of the comparative Financial Statements. As required by IAS 34, the nature and effects of these changes are as follows:

IFRS 16 Locations

The new IFRS 16 eliminated the classification of leases between operating or financial leases for tenant entities as provided for in IAS 17. Instead, it introduced a single accounting model, very similar to the treatment of leases in renters.

This unique model establishes, for the lessee, the recognition of: i. assets and liabilities for all leases with a term greater than 12 months (low value assets may be excluded, regardless of the term of the lease) in the Balance Sheet; and ii. depreciation of leased assets and interest separately in the Income Statement.

The Group adopted this new standard as from 1 January 2019, applying the modified retrospective method, with assets equal to liabilities, in the consolidated accounts, and therefore did not restate the comparative accounts for the year 2018, and there was no impact in the Group's equity at the time of transition.

The Group's operating leases relate mainly to leases of stores and warehouses. With respect to previous commitments with operating leases, in the transition, the Group recognized in its Consolidated Balance Sheet as of January 1, 2019, rights to use in the amount of 291.085.260 euros, lease liabilities of 293.970.178 euros and an adjustment in additions and deferrals of 4.987.328 euros.

As regards previous commitments with financial leases, at the time of transition, the book values of assets and liabilities per lease at 31 December 2018 (€ 4.282.410 and € 2.180.000, respectively) were assumed as rental rights and lease liabilities in accordance with IFRS 16 to 1 January 2019.

In measuring leasing liabilities, the Group discounted lease payments using its incremental financing rate on 1 January 2019. The weighted average rate applied is in the range of 3.5% - 6%, taking into account the characteristics contracts (underlying assets and guarantees, currency and term). In applying IFRS 16 for the first time, the Group used the following practice records permitted by the standard:

i) the use of only a discount rate for a portfolio of leases with fairly similar characteristics;

(ii) exemption from recognition of operating leases with a maturity of less than 12 months on the date of transition and non-recognition of leases in which the underlying asset has little value;

iii) exclusion of initial direct costs in the measurement of the right-of-use asset at the date of initial application;

iv) the use of retrospective analysis in determining the term of the lease when the contract includes options for extension or termination of the lease;

(v) The Group has applied this standard to contracts that were previously identified as leases under IAS 17 - Leases and IFRIC 4 - Determine whether an Agreement contains a Lease and has not applied this rule to contracts that were not previously identified as containing a lease under those rules.

The impact of the adoption of the new IFRS 16 standard on opening balances at 1 January 2019 was as follows:

Trans.Adjustments
31/12/2018 IFRS 16 01/01/2019
Assets
Tangible fixed assets 201 310 291 -4 282 410 197 027 881
Rights of use - 291 085 260 291 085 260
Goodwill 90 846 327 - 90 846 327
Intangible assets 36 146 157 - 36 146 157
Financial investments - joint controlled subsidiaries 2 459 842 - 2 459 842
Non-current financial assets 211 430 - 211 430
Other financial assets 15 753 485 - 15 753 485
Other non-current assets 12 921 343 - 12 921 343
Total non-current assets 359 648 875 286 802 850 646 451 725
Stocks 11 622 326 - 11 622 326
Cash and bank deposits 37 931 124 - 37 931 124
Income tax receivable 3 574 662 - 3 574 662
Other financial assets 3 855 375 - 3 855 375
Other current assets 27 617 179 -872 860 26 744 319
Total current assets 84 600 666 -872 860 83 727 806
Capital and reserves attributable to shareholders
Share capital 36 000 000 - 36 000 000
Own shares -11 180 516 - -11 180 516
Share prize 469 937 - 469 937
Legal reserves 755 581 - 755 581
Conversion Reserves -7 140 907 - -7 140 907
Other Reserves & Retained Results 158 974 733 - 158 974 733
Net profit in the year 24 962 061 - 24 962 061
202 840 889 - 202 840 889
Interests that do not control 329 204 - 329 204
Total Equity 203 170 093 203 170 093
Loans 79 182 324 -2 180 000 77 002 324
Liability for leases - 260 041 533 260 041 533
Deferred tax liabilities 10 556 031 - 10 556 031
Provisions 3 244 724 - 3 244 724
Derivative financial instrument 177 570 - 177 570
Other non-current liabilities 150 344 - 150 344
Total non-current liabilities 93 310 993 257 861 533 351 172 526
Loans 52 961 448 - 52 961 448
Liability for leases - 33 928 645 33 928 645
Accounts payable to suppliers and accrued costs 81 387 772 -5 860 188 75 527 584
Income tax payable 162 901 - 162 901
Other current liabilities 13 256 334 - 13 256 334
Total current liabilities 147 768 455 28 068 457 175 836 912
Total Equity and Liabilities 444 249 541 285 929 990 730 179 531

The impact of the adoption of the new standard IFRS16 in the consolidated interim financial statement, in the consolidated interim statement of income and other comprehensive income and in interim consolidated cash flow statements in 30th September 2019 is as follows:

30/09/2019
(n/a IFRS 16)
IFRS 16 30/09/2019
Assets
Tangible fixed assets 212 922 226 -11 666 212 201 256 014
Rights of use - 336 013 453 336 013 453
Income tax receivable 4 194 907 248 825 4 443 732
Other current assets 29 820 894 -1 066 465 28 754 429
Liabilities
Non-current loans 102 482 145 -9 786 025 92 696 120
Non-current liability for leases - 300 568 140 300 568 140
Deferred tax 10 385 925 -1 729 458 8 656 467
Current loans 40 550 621 -629 548 39 921 073
Current liability for leases - 47 377 096 47 377 096
Accounts payable to suppliers and accrued costs 78 606 060 -5 301 000 73 305 060
30/09/2019 IFRS 16 30/09/2019
(n/a IFRS 16)
External supplies and services 119 694 925 -44 973 316 74 721 609
Amortisation, depreciation and impairment losses of TFA,
Rights of Use, Goodwill and IA 19 989 126 40 095 477 60 084 603
Net financing cost 2 746 502 13 829 258 16 575 760
Profit before tax 21 282 439 -8 947 887 12 334 552
Income tax expense 3 787 332 -1 978 283 1 809 049
30/09/2019 IFRS 16 30/09/2019
(n/a IFRS 16)
Cash Flows from Operating Activities 46 883 610 40 966 346 87 849 956
Cash Flows from Investment Activities -32 849 519 - -32 849 519
Cash flows from financing activities -4 354 824 -40 966 346 -45 321 170

3.2. New standards, amendments and interpretations adopted by the EU but without effective application for years beginning on 1 January 2019 and not applied in advance

Change in cash & cash equivalents 9 679 267 - 9 679 267

In the first nine months of 2019, the EU did not publish any Regulation on the adoption of new standards, amendments or interpretations that have not yet been implemented by the Group.

3.3. New standards, amendments and interpretations issued by the IASB and IFRIC but not yet adopted by the EU

In the first nine months of 2019, the IASB / IFRIC has not issued any new standards, changes or interpretations.

4. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantial differences between accounting estimates and judgments applied on 31 December 2018 and the accounting values considered in the six months period ended on the 30 September 2019.

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

5.1. The following group companies were included in the consolidation on 30th September 2019 and 30th September and 31 December 2018:

% Shareholding
Company Head Office Sep/19 Dec/18 Sep/18
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A. Porto 100% 100% 100%
Ibersol Restauração, S.A. Porto 100% 100% 100%
Ibersande Restauração, S.A. Porto 100% 100% 100%
Ibersol Madeira e Açores Restauração, S.A. Funchal 100% 100% 100%
Ibersol - Hotelaria e Turismo, S.A. Porto 100% 100% 100%
Iberking Restauração, S.A. Porto 100% 100% 100%
Iberaki Restauração, S.A. Porto 100% 100% 100%
Restmon Portugal, Lda Porto 61% 61% 61%
Vidisco, S.L. Vigo - Espanha 100% 100% 100%
Inverpeninsular, S.L. Vigo - Espanha 100% 100% 100%
(d) Ferro & Ferro, Lda. Porto - - 100%
Asurebi SGPS, S.A. Porto 100% 100% 100%
Charlotte Develops, SL Vigo - Espanha 100% 100% 100%
Firmoven Restauração, S.A. Porto 100% 100% 100%
IBR - Sociedade Imobiliária, S.A. Porto 100% 100% 100%
Eggon SGPS, S.A. Porto 100% 100% 100%
Anatir SGPS, S.A. Porto 100% 100% 100%
Lurca, SA Madrid-Espanha 100% 100% 100%
Sugestões e Opções-Actividades Turísticas, S.A Porto 100% 100% 100%
José Silva Carvalho Catering, S.A Porto 100% 100% 100%
(a) Iberusa Central de Compras para Restauração ACE Porto 100% 100% 100%
(b) Vidisco, Pasta Café Union Temporal de Empresas Vigo - Espanha 100% 100% 100%
Maestro - Serviços de Gestão Hoteleira, S.A. Porto 100% 100% 100%
SEC - Eventos e Catering, S.A. Porto 100% 100% 100%
IBERSOL - Angola, S.A. Luanda - Angola 100% 100% 100%
HCI - Imobiliária, S.A. Luanda - Angola 100% 100% 100%
Ibergourmet Produtos Alimentares (ex-Gravos 2012, S.A.) Porto 100% 100% 100%
Lusinver Restauracion, S.A. Vigo - Espanha 100% 100% 100%
The Eat Out Group S.L.U. Barcelona - Espanha 100% 100% 100%
Pansfood, S.A.U. Barcelona - Espanha 100% 100% 100%
Foodstation, S.L.U Barcelona - Espanha 100% 100% 100%
(c) Dehesa de Santa Maria Franquicias, S.L. Barcelona - Espanha 100% 100% 50%
(c) Cortsfood, S.L. Barcelona - Espanha 50% 50% -
Ziaicos - Serviços e gestão, Lda Porto 40% - -
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) Participation acquired to interests that do not control (50%), with constitution by splitt of the subsidiary Cortsfood in the year 2018. Although the parent company holds 50% of the voting rights, there is control of the subsidiary Cortsfood.

(d) merge of the subsidiary Ferro & Ferrro into Iberusa Hotelaria e Restauração, S.A.

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

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

5.2. Alterations to the consolidation perimeter

5.2.1. Acquisition of new companies

In the nine months period ended on 30 September 2019, 40% of Ziaicos was acquired, excluded by immateriality from the interim consolidated financial statements as at 30 September 2019.

5.2.2. Disposals

In the nine months period ended on 30 September 2019 there was no disposals of subsidiaries.

6. INFORMATION PER SEGMENT

Ibersol Administration monitors the business based on the following segmentation:

SEGMENT BRANDS
Restaurants Pizza Hut Pasta Caffe Pizza Movil FresCo Ribs StaMaria
Counters KFC O'Kilo Miit Burguer King Pans & C.ª Coffee Counters
Concessions
and catering Sol (SA) Concessions Catering Convenience stores Travel

The results per segment in the nine months period ended 30 September 2019 and 2018 were as follows:

30 September 2019 Restaurants Counters Concessions
and Catering
Other, write
off and
adjustments
Total Group
Turnover 84 199 032 170 041 614 101 637 505 273 989 356 152 140
Royalties 3 268 026 6 712 122 795 357 - 10 775 506
Rents and Condominium 3 590 038 4 861 406 3 715 733 -283 302 11 883 874
Coste of sales 19 476 381 48 417 088 19 152 262 - 87 045 731
Operating income net of Amortization, deprec.
and impairment losses 16 604 977 35 470 015 36 480 786 286 836 88 842 614
Amortization, depreciation and impairment losses 8 839 900 20 735 145 29 488 489 1 021 069 60 084 603
Operating income 7 765 077 14 734 870 6 992 297 -734 233 28 758 011
Other, write
30 September 2018 Restaurants Counters Concessions
and Catering
off and
adjustments
Total Group
Turnover 81 737 615 154 157 284 99 520 502 285 028 335 700 429
Royalties 3 066 816 6 064 625 1 039 045 - 10 170 486
Rents and Condominium 8 328 615 14 910 106 29 872 465 - 53 111 186
Coste of sales 19 223 223 44 144 387 18 790 134 - 82 157 744
Operating income net of Amortization, deprec.
and impairment losses 11 781 695 21 529 411 15 020 309 - 48 331 416
Amortization, depreciation and impairment losses 4 557 650 10 348 875 2 910 479 751 395 18 568 399
Operating income 7 224 045 11 180 536 12 109 830 -751 395 29 763 017

On September 30, 2019 and 2018 income and non-current assets by geography is presented as follows:

30 SEPTEMBER 2019 Portugal Angola Spain Grupo
Restaurants 189 470 707 10 132 491 143 465 105 343 068 303
Merchandise 582 437 - 9 848 678 10 431 115
Rendered services 203 850 - 2 448 872 2 652 722
Total sales and services 190 256 994 10 132 491 155 762 655 356 152 140
Tangible fixed and intangible assets 154 917 073 24 711 669 58 176 447 237 805 189
Rights of use 68 718 822 2 397 489 264 897 142 336 013 453
Goodwill 7 605 482 - 83 240 845 90 846 327
Financial investments - joint controlled subsidiaries 2 612 144 - - 2 612 144
Non-current financial assets 435 539 - - 435 539
Other financial assets - 12 405 449 - 12 405 449
Other non-current assets - - 12 159 079 12 159 079
Total non-current assets 234 289 060 39 514 608 418 473 513 692 277 181
30 SEPTEMBER 2018 Portugal Angola Spain Grupo
Restaurants 164 790 958 13 434 444 144 969 219 323 194 621
Restaurants 164 790 958 13 434 444 144 969 219 323 194 621
Merchandise 598 774 - 8 573 335 9 172 109
Rendered services 198 136 - 3 135 563 3 333 699
Total sales and services 165 587 868 13 434 444 156 678 117 335 700 429
Tangible fixed and intangible assets 142 466 951 26 220 406 57 612 565 226 299 922
Goodwill 7 605 482 - 85 257 304 92 862 786
Financial investments - joint controlled subsidiaries 2 451 660 - - 2 451 660
Non-current financial assets 198 620 - - 198 620
Other financial assets - 16 902 763 - 16 902 763
Other non-current assets - - 14 935 320 14 935 320
Total non-current assets 152 722 713 43 123 169 157 805 189 353 651 071

7. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the nine months period ended 30 June 2019.

8. TANGIBLE FIXED ASSETS

In the nine months period ended 30 September 2019 and in the year ending on 31 December 2018, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:

Land Buildings Equipment Other tangible
fixed Assets
Tangible Assets
in progress
Total
1 January 2018
Cost 15 551 381 243 311 373 127 906 062 25 621 216 1 675 874 414 065 908
Accumulated depreciation 226 667 92 908 055 95 172 615 16 877 084 - 205 184 420
Accumulated impairment - 9 837 119 1 013 238 58 914 - 10 909 271
Net amount 15 324 714 140 566 200 31 720 210 8 685 219 1 675 874 197 972 217
1 January 2018
Initial net amount 15 324 714 140 566 200 31 720 210 8 685 219 1 675 874 197 972 217
Hyperinflationary Economies (IAS 29) (1) 636 821 866 426 204 363 39 617 -48 172 1 699 055
Currency conversion -1 451 675 -3 487 482 -1 732 828 -381 881 -35 010 -7 088 876
Additions - 22 459 004 9 916 886 2 755 073 560 641 35 6
91 604
Decreases - 599 668 38 421 24 260 538 056 1 200 405
Transfers - 47 057 487 068 84 340 -618 465 -
Depreciation in the year 18 973 15 774 618 7 088 709 1 605 514 - 24 487 815
Impairment - 1 385 106 - - - 1 385 106
Impairment reversion - -109 615 - - - -109 615
Final net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
31 December 2018
Cost 14 731 098 260 017 140 134 098 549 27 727 867 996 812 437 571 466
Accumulated depreciation 240 212 106 579 970 99 691 547 18 116 824 - 224 628 553
Accumulated impairment - 10 635 741 938 433 58 448 - 11 632 622
Net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
Other tangible Tangible Assets
Land Buildings Equipment fixed Assets in progress Total
1 January 2019
Initial net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
Change in accounting policy (IFRS 16) - -3 335 985 -899 062 -47 363 - -4 282 410
Hyperinflationary Economies (IAS 29) (1) - - - - - -
Currency conversion -192 288 -428 424 -191 516 -41 593 -6 890 -860 711
Additions - 12 622 073 6 303 469 2 023 085 2 092 707 23
041 334
Decreases - 891 646 149 574 96 047 18 277 1 155 544
Transfers - 40 189 279 268 34 644 -497 178 -143 077
Depreciation in the year 11 639 9 083 438 6 140 932 1 417 863 - 16 653 872
Impairment in the year - - - - - -
Impairment reversion - - - - - -
Final net amount 14 286 958 141 724 200 32 670 227 10 007 458 2 567 175 201 256 021
30 September 2019
Cost 14 529 812 255 289 218 133 642 767 29 360 982 2 567 175 435 389 954
Accumulated depreciation 242 853 103 160 259 100 034 111 19 295 076 - 222 732 299
Accumulated impairment - 10 404 760 938 433 58 448 - 11 401 641
Net amount 14 286 959 141 724 199 32 670 223 10 007 458 2 567 175 201 256 014

(1) At the beginning of the second half of 2019, the Angolan economy was no longer considered a hyperinflationary economy. Ibersol Group has opted to discontinue the application of IAS29 to its 3rd quarter 2019 accounts

In 2019, an investment of approximately 13 million euros was made in the travel segment in Spain. The remaining investment mainly concerns the opening of 6 Burger King and the improvement of KFC Norteshoping ans Pans Modivas Norte.

The 2018 investments of approximately 35 million euros in tangible fixed assets, relate to the opening of of 41 new units, mainly 10 Burger King in Portugal and 12 concessions in Spain.

Depreciation, amortization and impairment losses of tangible fixed assets and intangible assets, are as follows:

Tangible fixed assets Intangible assets
and Goodwill
TOTAL
Depreciation in the year 16 653 872 43 369 616 60 023 488
Impairment in the year - - -
Others 61 115 - 61 115
60 084 603

9. INTANGIBLE ASSETS, GOODWILL AND RIGHTS OF USE

Goodwill, rights of use and intangible assets are broken down as follows:

Sep/19 Jan/19 Dec/18
Rigths of use 336 013 453 291 085 260 -
Goodwill 90 846 327 90 846 327 90 846 327
Intangible assets 36 549 175 36 146 157 36 146 157
463 408 955 418 077 744 126 992 484

In the nine months period ended 30 September 2019 and in the year ending on 31 December 2018, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:

Rights of use Goodwill Brands Industrial
property
Other intangible
Assets
Intangible
Assets in
progress
Total
1 January 2018
Cost - 92 862 786 22 000 000 40 254 584 13
873 100
1 312 455 170 302 925
Accumulated amortization - - 1 283 333 25 197 741 12 135 892 - 38 616 967
Accumulated impairment - - - 3 665 332 41 875 - 3 707 206
Net amount - 92 862 786 20 716 667 11 391 511 1 695 333 1 312 455 127 978 752
1 January 2018
Initial net amount - 92 862 786 20 716 667 11 391 511 1
695 333
1 312 455 127 978 752
Hyperinflationary Economies (IAS 29) (1) - - - 43 435 - 89 612 133 047
Currency conversion - - - -226 244 - -266 369 -492 613
Additions - - - 1 854 935 217 503 1 244 006 3 316 444
Decreases - - - 54 932 - 3 670 58 602
Transfers - - - 5 552 - -5 552 -
Amortization in the year - - 1 100 000 547 555 204 805 - 1 852 361
Impairment in the year - 2 016 459 - 15 723 - - 2 032 182
Final net amount - 90 846 327 19 616 667 12 450 980 1 708 028 2 370 483 126 992 484
31 December 2018
Cost - 92 862 786 22 000 000 42 232 722 12
960 943
2 370 483 172 426 934
Accumulated amortization - - 2 383 333 26 100 687 11 211 040 - 39 695 060
Accumulated impairment - 2 016 459 - 3 681 055 41 875 - 5 739 389
Net amount - 90 846 327 19 616 667 12 450 980 1 708 028 2 370 483 126 992 484
Other tangible Tangible Assets
Land Buildings Equipment fixed Assets in progress Total
1 January 2019
Initial net amount 14 490 886 142 801 429 33 468 569 9 552 595 996 812 201 310 291
Change in accounting policy (IFRS 16) - -3 335 985 -899 062 -47 363 - -4 282 410
Hyperinflationary Economies (IAS 29) (1) - - - - - -
Currency conversion -192 288 -428 424 -191 516 -41 593 -6 890 -860 711
Additions - 12 622 073 6 303 469 2 023 085 2 092 707 23
041 334
Decreases - 891 646 149 574 96 047 18 277 1 155 544
Transfers - 40 189 279 268 34 644 -497 178 -143 077
Depreciation in the year 11 639 9 083 438 6 140 932 1 417 863 - 16 653 872
Impairment in the year - - - - - -
Impairment reversion - - - - - -
Final net amount 14 286 959 141 724 199 32 670 223 10 007 458 2 567 175 201 256 014
30 September 2019
Cost 14 529 812 255 289 218 133 642 767 29 360 982 2 567 175 435 389 954
Accumulated depreciation 242 853 103 160 259 100 034 111 19 295 076 - 222 732 299
Accumulated impairment - 10 404 760 938 433 58 448 - 11 401 641
Net amount 14 286 959 141 724 199 32 670 223 10 007 458 2 567 175 201 256 014

(1) Ibersol has decided to discontinue the application of IAS29 to its accounts for the third quarter of 2019 (Note 8).

Total rights of use of 336 million euros can be broken down between EUR 324.3 million allocated to buildings and spaces and EUR 11.7 million in equipment and other assets.

The distribution of goodwill allocated to segments is presented as follows:

Sep/19 Dec/18
Restaurants 14 618 931 14 618 931
Counters 37 199 991 37 199 991
Concessions and Catering 38 847 684 38 847 684
Other, write off and adjustments 179 721 179 721
90 846 327 90 846 327

10. INCOME PER SHARE

Income per share in the nine months period ended 30 September 2019 and 2018 was calculated as follows:

Sep/19 Sep/18
Profit payable to shareholders 10 482 194 23 680 883
Mean weighted number of ordinary shares issued (1) 36 000 000 36 000 000
Mean weighted number of own shares -3 599 981 -3 599 926
32 400 019 32 400 074
Basic earnings per share (€ per share) 0,32 0,73
Earnings diluted per share (€ per share) 0,32 0,73
Number of own shares at the end of the year 3 599 981 3 599 926

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

11. DIVIDENDS

At the General Meeting of 8th May 2019, the group decided to pay a gross dividend of 0,10 euro per share (0,10 euro in 2018), representing a total value of 3.240.002 euros for outstanding shares (2.700.006 euro in 2018), settled on June 4, 2019.

12. CONTINGENT ASSETS AND LIABILITIES

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

On 30th September 2019 and 31st December 2018, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Sep/19 Dec/18
Bank guarantees 26 425 050 33 568 604

13. COMMITMENTS

On September 30th, 2019 there are no significant commitments for contracted investments not included in these financial statements.

14. IMPAIRMENT

Changes during the nine months period ended on 30 September 2019 and in the year 2018, under the heading of asset impairment losses were as follows:

Sep/19
Starting
balance
Perimeter
variation
Cancellation
and
reclassif.
Impairment
assets
disposals
Impairment
in the year
Impairment
reversion
Closing
balance
Tangible fixed assets 11 632 624 - - -230 981 - - 11 401 643
Goodwill 2 016 459 - - - - - 2 016 459
Intangible assets 3 722 929 - - - - - 3 722 929
Stocks 74 981 - - - - - 74 981
Other current assets
Other financial assets
2 931 131 -3 870 -235 233 - 475 500 - 3 167 528
(current and non-current) 940 762 - - - - -86 871 853 891
21 318 886 -3 870 -235 233 -230 981 475 500 -86 871 21 237 431
Dec/18
Impairment
Starting
balance
Perimeter
variation
Cancellation assets
disposals
Impairment
in the year
Impairment
reversion
Closing
balance
Tangible fixed assets 10 909 271 - - -552 138 1 385 106 -109 615 11 632 624
Goodwill - - - - 2 016 459 - 2 016 459
Intangible assets 3 707 206 - - - 15 723 - 3 722 929
Stocks 74 981 - - - - - 74 981
Other current assets
Other financial assets
2 159 669 -28 899 141 347 - 843 800 -184 787 2 931 131
(current and non-current) - - - - 940 762 - 940 762
16 851 128 -28 899 141 347 -552 138 5 201 850 -294 402 21 318 886

15. FINANCIAL RISK MANAGEMENT

15.1 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

With regard to exchange rate risk, the Group follows a natural hedge policy using financing in local currency. Since the Group is mainly present in the Iberian market, bank loans are mainly denominated in euros and the volume of purchases outside the Euro zone are of irrelevant proportions.

The main source of the Group's exposure arises from the investment outside the euro area of operation that develops in Angola, although it is still small is growing and consequently to gain weight in the group activity. The reduction of oil prices is to lead to a shortage of foreign currency in Angola by the devaluation of the kwanza is a risk to consider. The financing of the Angolan subsidiary in foreign currency in the amount of \$ 125.000, does not have large exposure due to the reduced amount. The remaining financing concerning Angolan subsidiaries are denominated in the local currency, the same in which the income is generated. Given the recent limitations of payments abroad, the group adopted a monthly monitoring policy of credit balances in foreign currency and its full coverage with treasury bonds of the Republic of Angola, indexed to USD.

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

Sep/19
Euro exchange rates (x Rate on September, Average interest 3rd
foreign currency per 1 Euro) 30 2019 Trimester 2019
Kwanza de Angola (AOA) 401,606 366,703
Dec/18
Euro exchange rates (x Rate on December, Average interest rate
foreign currency per 1 Euro) 31 2018 year 2018
Kwanza de Angola (AOA) 352,983 305,810

ii) Price risk

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

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

With the exception of the Angola Treasury Bonds, the group has no significant interest bearing assets. Therefore, profit and cash flows from investment activities are substantially independent of changes in market interest rate. Regarding the Angolan State treasury bonds, interest is fixed, so there is also no risk.

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 fixing interest rates of at least 50% of the outstanding amount.

Most of the interest-bearing debt bears interest at a variable interest rate and has been subject to interest rate fixing through an interest rate swap derivative. The interest rate swap contracts to hedge the interest rate risk of part of the 20.0 million euro (commercial paper) loans have the maturity of interest and repayment plans identical to the terms of the loans. A new contract of 20 million euros was contracted at a fixed rate.

Based on simulations performed on 30 September 2019, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 532.000 euros (730.000 euros in December 2018).

b) Credit risk

The main activity of the Group is carried out with sales paid in cash, or debit or credit card, so the Group has no significant credit risk concentrations. Regarding the customers, the risk is limited to the Catering business and sales of merchandise to franchisees representing less than 6% of the consolidated turnover. The Group has policies to ensure that credit sales are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit that customers have access to.

The Group's cash and cash equivalents include mainly deposits resulting from cash provided by sales and its deposits in current accounts. These amounts excluded, the value of financial investments at June 30, 2019, is not significant, with the exception of the above mentioned Treasury Bonds of the Republic of Angola in the amount of 18 million euro, subject to country risk.

Deposits and other financial investments are spread over several credit institutions; therefore there is not a concentration of these financial assets.

c) Liquidity risk

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

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

At the end of the period, current liabilities, net of liability for rentals, reached 134 million euros, compared with 99 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 possible 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 2019 and 2020 the renewal of part of the commercial paper programmes (21.400.000 euros). However, the expected operating cash flows and, if necessary, contracted credit lines, on the amounts of which have not yet been used, are sufficient to settle current liabilities.

Even with reduced use of the group has contracted a significant amount of short-term lines. On September 30, 2019, the use of short term liquidity cash flow support was about 29%. Investments in term deposits and other application of 54 million euros, match 38% of liabilities paid.

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

to September 2020 from September 2020 to 2028
Bank loans and overdrafts 39 921 073 92 696 120
Liability for leases 47 377 096 300 568 140
Other non-current liabilities - 10 912
Accounts payable to suppliers and
accrued costs 62 171 998 -
Other current liabilities 5 430 631 -
154 900 797
Total
393 275 172

15.2 Capital risk

a) Gearing ratio

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.

30/09/2019
(with IFRS16)
30/09/2019
(n/a IFRS16)
Dec-18
Liability for leases 347 945 236 - -
Bank loans 132 617 193 143 032 766 132 143 772
Other financial assets -17 798 147 -17 798 147 -19 608 860
Cash and bank deposits -46 924 552 -46 924 552 -37 931 124
Net indebtedness 415 839 730 78 310 067 74 603 788
Equity 209 351 529 216 321 133 203 170 093
Total capital 625 191 260 294 631 200 277 773 881

b) Risk of franchise agreements

In restaurants where it operates with international brands, the group enters into long-term franchise agreements: 20 years in the case of Burger King and 10 years in the case of Pizza Hut and KFC, which are renewable for another 10 years at the franchise's option, provided certain obligations have been fulfilled.

It has become practical for these contracts to be renewed. However, nothing obliges the franchisees to do so, so the risk of non-renewal may be verified.

In these contracts it is normal to contract the payment of an "Initial Fee" at the beginning of each contract and a "Renewall Fee" at the end of the initial period, in addition to a royalty and marketing operations fee on the sales amount.

Periodically, development contracts are negotiated which guarantee the right to open new restaurants.

At the moment a contract has been signed for the implementation of 80 KFC restaurants in the period between May 2017 and May 2022.

15.3 Estimated fair value

The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives and securities for negotiation) 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.

16. OTHER ASSETS AND LIABILITIES

16.1 Other current assets and liabilities

Other current assets and liabilities on 30th September 2019 and 31st December 2018 are broken down as follows:

Sep/19 Dec/18
Clients 9 378 434 9 546 044
State and other public entities 3 564 373 4 364 242
Other debtors 10 525 836 6 721 003
Advances to suplliers 310 551 425 158
Advances to fixed suppliers 191 800 -
Accruals and income 5 794 237 6 929 484
Deferred costs 2 156 716 2 562 368
Other current assets 31 921 947 30 548 299
Accumulated impairment losses 3 167 518 2 931 120
28 754 429 27 617 179
Sep/19 Dec/18
Other creditors 5 430 631 4 696 932
State and other public entities 7 912 654 8 025 248
Deferred income 400 526 534 154
13 743 811 13 256 334

16.2 Other non-current assets and liabilities

The breakdown of other non-current assets as at 30 September 2019 and 31 December 2018 is presented as follows:

Sep/19 Dec/18
Other non-current assets (1) 7 967 538 8 781 933
Credits granted to third parties 4 435 677 4 479 410
Impairment balances -244 136 -340 000
12 159 079 12 921 343

(1) balance of other non-current debtors is mainly comprised of deposits and securities in Spain resulting from lease agreements. Trade accounts receivable from other debtors are initially recognized at fair value and, in the case of medium and long-term debt, are subsequently measured at amortized cost using the effective interest method, less impairment.

A discount rate of 2% was applied, recognizing the current deferral in the amount of € 206.593 (€ 151.372 in 2018) and noncurrent in the amount of € 783.512 (€ 972.263 in 2018).

Impairment on a balance receivable from a Vidisco franchise of 244.136 euros (340.000 euros in 2018) was maintained. In the semester, the amount of 95.864 euros was reclassified from other non-current assets to other current assets, according to the nature of the respective balance debt.

17. NET FINANCING COST

Net financing cost on 30th September 2019 and 2018 are broken down as follows:

2019 2018
Interest on rentals liabilities (IFRS16) 13 829 258 -
Interest paid 2 857 060 2 179 807
Interest earned (1) -1 067 655 -1 228 956
Currency exchange differences - -16 329
Other financial costs and income 957 097 1 926 551
16 575 760 2 861 073

(1) amount essentially related to interest on treasury bonds and term deposits.

The detail of other financial costs and income, is presented as follows:

2019 2018
Financial instruments - cash flow hedge 20 -39 832
Commercial paper programmes charges 392 341 503 536
Discounted value 326 876 536
Impairment reversal TB's (IFRS9) -86 871 -120 756
Other commissions 100 375 44 491
Other financial cost and gains 550 906 662 576
957 097 1 926 551

18. INCOME TAX

Income taxes recognized as of September 30, 2019 and 2018 are detailed as follows:

Sep/19 Sep/18
Current taxes 3 414 240 6 700 576
Insufficiency (excess) of income tax 300 811 -32 560
Deferred taxes -1 906 002 -2 195 333
1 809 049 4 472 683

The effective tax rate on profits was 18% on September 30, 2019 and 16% in the same period of 2018, as follows:

Sep/19 Sep/18
Profit before tax (without IFRS 16)* 21 282 439 28 341 374
Income tax expense (without IFRS 16)* 3 787 332 4 472 683
Effective tax rate 18% 16%

* with the adoption of the new IFRS16 standard, pre-tax profit for the period is 12.334.552 euros, and income tax is 1.809.049 euros (note 3.1.).

The estimated effective tax rate in the period was lower than the nominal rate, mainly due to the tax benefits obtained under the terms of the Investment Tax Code (CFI), as in the "Decreto –Lei" no. 162/2014, of 31st October.

19. OTHER FINANCIAL ASSETS

The amount of financial assets refers to the acquisition of Angola treasury bonds, resettable in accordance with the variation of the National Bank of Angola (BNA) exchange rate for the purchase of United States dollars, with rates interest coupon of default by maturity, as follows:

set/19
Non
dez/18
Non
Current current Total Current current Total
Treasury bonds 5 651 419 13 000 617 18 652 037 4 040 342 16 509 280 20 549 622
Sub-total 5 651 419 13 000 617 18 652 037 4 040 342 16 509 280 20 549 622
Accumulated impairment losses (1) 258 722 595 168 853 890 184 967 755 795 940 762
TOTAL 5 392 697 12 405 449 17 798 147 3 855 375 15 753 485 19 608 860

(1) As a result of the implementation of mandatory IFRS 9 as of January 1, 2018 (Note 3), considering the type of TB's that Ibersol holds, and since they are indexed to the USD, impairment was calculated, as follows:

Impact on the consolidated statement of comprehensive income:

Net financing cost -86 871
Income tax 26 061

The Probability of Default and Loss Given Default indices are in line with the publication of Moody's and S & P.

20. CASH AND CASH EQUIVALENTS

On 30th September 2019 and 31st December 2018, cash and cash equivalents are broken as follows:

Sep/19 Dec/18
Cash 1 025 939 1 082 754
Bank deposits 45 898 113 36 847 870
Treasury applications 500 500
Cash and bank deposits in the balance sheet 46 924 552 37 931 124
Bank overdrafts -5 196 725 -5 882 564
Cash and cash equivalents in the cash flow statement 41 727 827 32 048 560

21. TRANSACTIONS WITH RELATED PARTIES

The related parties of Ibersol group are:

  • António Carlos Vaz Pinto de Sousa – 2.520 shares (*)

  • António Alberto Guerra Leal Teixeira – 2.520 shares (*)

  • ATPS, SGPS, SA – 19.767.058 shares

(*) ATPS voting rights are also attributable to Antonio Carlos Vaz Pinto de Sousa and António Alberto Guerra Leal Teixeira under subparagraph b) of paragraph 1 of article 20 and paragraph 1 Article 21, both of the Portuguese Market Code, by holding the domain of ATPS, in which they participate indirectly in equal parts by their companies, respectively, CALUM - SERVIÇOS E GESTÃO, S.A. with the NIPC 513799486 and DUNBAR - SERVIÇOS E GESTÃO, S.A with the NIPC 513799257, which together hold the majority of the capital of ATPS.

  • Joint controlled entities – UQ Consult

With respect to the balances and transactions with related entities, the overall value of the balances and transactions of the Group with the joint controlled UQ Consult relates mainly to support services and management information systems, and was, respectively, 1.085.260 and 2.818.252 euros.

- Administrators

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

22. SUBSEQUENT EVENTS

There are no subsequent events to 30th September 2019 that may have a material impact on the financial statements presented.

23. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors and authorised for emission on 19th November 2019.

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