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Ibersol

Quarterly Report Nov 21, 2013

1932_10-q_2013-11-21_f420b7ee-5be7-4b91-82eb-6f04021b5695.pdf

Quarterly Report

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IBERSOL – SGPS, SA

Publicly Listed Company

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

CONSOLIDATED RESULTS on 9M13 Unaudited

  • Turnover of 126.6 million euro Decrease of 0.4 % over the 3rd Quarter of 2012.
  • Consolidated EBITDA reached 12.9 million euro YoY EBITDA in 2013 increased by 1.9%
  • Consolidated net profit of 3.0 million euro Increase of 8.8% over the same period of 2012

REPORT

Activity

Consolidated turnover of the first nine months of 2013 amounted to 126.6 million euro which compares with 127.1 million euro in the same period of 2012.

With private consumption still falling in the Iberian market, Ibersol was declining the turnover of 3.8%.

In the third quarter, sales with a growth of 1.1% reached 45.2 million euros, confirming signs of recovery evident in the first half.

The more favorable context in recent months has allowed an improvement in sales in most concepts.

The Burger King with marketing campaigns with aggressive price and more time in the main media was the brand that benefited most from the positive inversion of the market, taking in the third quarter a significant growth in Portugal and Spain.

The KFC, another concept counter, that in Portugal in the period of crisis has sustained its market share recorded growth in sales in the third quarter. In Angola, the brand continues to operate two units, having maintained the pace of sales of previous quarters.

The business in captives spaces also presents a positive trend of sales and just do not hit the volume of 2012 because we fail to explore the points of terminal 2 of the Lisbon airport.

The Pizza Hut and Pans that showed greater difficulties in the last year significantly slowed the losses of sales.

Sales of Pizza Móvil which were affected by closures, which had decreased the area of distribution, in the same universe had behavior close to the market.

The remaining concepts of higher ticket - Okilo, Pasta Caffé and Flor d `Oliveira - had greater difficulties during summer and remained still with significant losses. The unit of MIIT Norteshopping continues to give good indications and in October we converted the Okilo unit of Vasco da Gama.

Business in the service areas continue with a negative trend, and not kept pace sales of other concepts while maintaining a performance in line with previous periods.

In the business of catering the sales in third quarter benefited from events held at the Congress Centre in Lisbon.

During the first nine months in Portugal, Ibersol closed seven units by decision not to renew their contracts. In Spain the Group closed one Pasta Caffé and one Pizza Móvil and transferred another one from own operating to a franchise.

By the end of the third quarter the number of units amounted to 373, as shown below:

Nº of Stores 2012 2013 2013
31-Dec Openings Transfer Closings 30-Sep
PORTUGAL 308 1 7 302
Own Stores 307 1 7 301
Pizza Hut 95 2 93
Okilo 11 2 9
Pans 57 1 56
Burger King 38 1 39
KFC 18 18
Pasta Caffé 16 1 15
Quiosques 10 10
Flor d`Oliveira 1 1
Cafetarias 35 35
Catering (SeO,JSCCe Solinca) 6 6
Concessions & Other 20 1 19
Franchise Stores 1 1
SPAIN 92 1 4 89
Own Stores 73 0 -1 2 70
Pizza Móvil 39 -1 1 37
Pasta Caffé 2 1 1
Burger King 32 32
Franchise Stores 19 1 1 2 19
ANGOLA 2 2
KFC 2 2
Total Own stores 382 1 -1 9 373
Total Franchise stores 20 1 1 2 20
TOTAL 402 2 0 11 393

Results

Consolidated net profit for the first nine months reached 2.96 million euro, 8.7% above what has been achieved in the same period of 2012.

The increase in consolidated net income which amounted to 238 thousand euro stems largely from the recovery of activity registered in the 3rd quarter.

The gross margin in the first nine months was 76.1% of turnover, lower than in the same period of 2012. Other operating income substantially reduced by the effect of some suppliers reimbursements have been transferred to reductions in purchase prices. Gross profit has reduced by 1.9%, reflecting a reduction in selling prices and promotional effort.

The costs adjustment to a lower activity attenuated the impact on results. This effort resulted in the evolution of the main factors:

  • A 4.0% reduction in personnel costs, that now represents 32.3% of turnover and compares with 33.5% in the same period of 2012;

  • External Supplies and Services which decreased by 1.1%, now representing 33.7% of turnover, 20 b.p. above than 2012. Most items had an evolution according to turnover. However, higher energy prices and more maintenance of assets hindered a higher adjustment of cost.

The effort to control costs associated with less pressure on sales allowed a recovery of operating results. EBITDA increased by EUR 236 thousand and amounted to EUR 12.9 million, ie 1.9% more than in the same period of 2012.

The EBITDA margin stood at 10.2% of turnover compared with 10.0% in the same period of 2012, reflecting the improvement in the level of activity.

Consolidated EBIT margin was 4.4% of turnover, corresponding to an operating profit of EUR 5.5 million.

The net financing costs reached EUR 1.44 million – a decrease of 147 thousand euro over the first nine months of 2012. The average cost of funds, which stood at 4.8%, remained at the same level of the same period of 2012. The reduction in the net financing costs due mainly to the reduction in the level of debt compared to that seen in 2012 and despite the increase in debt of subsidiaries operating in Angola where market rates are substantially higher than the European rates.

Balance Sheet

Total Assets amounted to about EUR 220 million and shareholders' equity stood at EUR 119 million, representing around 54% of the Assets.

As is characteristic of this business, the Current Assets is less than the Current Liabilities. The financial allowance stands at 23 million euros, 5.6 million euro over that recorded at year end.

Capex amounted to 4.6 million euro. The expansion has absorbed about 1.8 million euro and the remainder was allocated to the refurbishment of units, of which 1.7 million euro in the Burger King in Spain.

Net debt reached to 20.0 million euro, 8.0 million lower than the year end.

The cash flow from operations amounted to EUR 16 million allowed the funding all the CAPEX and reduce debt.

Own Shares

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

Outlook

Signs of context less negative in Q3 will remain at least until the end of the year.

The adjustment of rents to the evolution of the business and the constant renegotiation of the cost of using spaces will remain as one of the priorities of the Group throughout the year.

Expansion program in the Iberian market is expected to achieve the opening of 1 unit of Burger King. We maintain the goal of remodeling at least 3 more units during the fourth quarter.

In Angola, it is likely to take place the opening of a unit until the end of the year

Porto, 13th de November 2013

The Board of Directors,

______________________________ António Alberto Guerra Leal Teixeira

______________________________ António Carlos Vaz Pinto de Sousa

______________________________ Juan Carlos Vázquez-Dodero

Declaration of conformity

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

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

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

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

Consolidated Financial Statements

30th September 2013

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ON 30th SEPTEMBER 2013 AND 31st DECEMBER 2012 (values in euros)

ASSETS Notes 30-09-2013 31-12-2012
Non-current
Tangible fixed assets 7 117.369.349 119.826.752
Goodwill 8 42.498.262 42.498.262
Intangible assets 8 15.332.883 16.532.724
Deferred tax assets 790.661 935.834
Financial assets available for sale 915.340 926.600
Other non-current assets 1.590.873 1.604.632
Total non-current assets 178.497.368 182.324.804
Current
Stocks 3.636.979 3.519.788
Cash and cash equivalents 29.646.539 26.748.790
Other current assets 8.688.419 11.389.131
Total current assets 41.971.937 41.657.709
Total Assets 220.469.305 223.982.513
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 101.949.023 100.428.555
Net profit in the year 2.954.180 2.513.579
113.879.855 111.918.786
Non-controlling interest 4.684.748 4.680.545
Total Equity 118.564.603 116.599.331
LIABILITIES
Non-current
Loans 26.434.282 36.983.045
Deferred tax liabilities 10.344.087 10.287.213
Provisions
Other non-current liabilities
33.257
303.802
33.257
325.188
Total non-current liabilities 37.115.428 47.628.703
Current
Loans
22.700.148 17.855.569
Accounts payable to suppl. and accrued costs 29.086.963 30.609.428
Other current liabilities 13.002.163 11.289.482
Total current liabilities 64.789.274 59.754.479
Total Liabilities 101.904.702 107.383.182

FOR THE NINE MONTHS PERIOD ENDED 30th SEPTEMBER, 2013 AND 2012 (values in euros) IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Notes 30-09-2013 30-09-2012
Operating Income
Sales 5 126.165.509 126.602.577
Rendered services 5 457.197 484.187
Other operating income 1.213.051 1.951.569
Total operating income 127.835.757 129.038.333
Operating Costs
Cost of sales 30.221.876 29.549.527
External supplies and services 42.651.158 43.131.824
Personnel costs 40.894.363 42.619.415
Amortisation, depreciation and impairment losses 7 e 8 7.364.654 7.364.136
Other operating costs 1.171.037 1.076.430
Total operating costs 122.303.088 123.741.332
Operating Income 5.532.669 5.297.001
Net financing cost -1.446.500 -1.593.942
Profit before tax 4.086.169 3.703.059
Income tax expense 5 1.127.786 982.692
Profit for the year from continuing operations 2.958.383 2.720.367
Net profit 2.958.383 2.720.367
TOTAL COMPREHENSIVE INCOME 2.958.383 2.720.367
Net profit from continuing operations attributable to:
Owners of the parent 2.954.180 2.671.590
Non-controlling interest 4.203 48.777
2.958.383 2.720.367
Net profit attributable to:
Owners of the parent 2.954.180 2.671.590
Non-controlling interest 4.203 48.777
2.958.383 2.720.367
Total comprehensive income attributable to:
Owners of the parent 2.954.180 2.671.590
Non-controlling interest 4.203 48.777
2.958.383 2.720.367
Earnings per share: 9
From continuing operations:
Basic 0,16 0,15
Diluted 0,16 0,15

IBERSOL S.G.P.S., S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THIRD TRIMESTER OF 2013 AND 2012 (values in euros)

3nd TRIMESTER
(unaudited)
Notes 2013 2012
Operating Income
Sales 5 46.109.229 45.303.075
Rendered services 5 152.891 157.319
Other operating income 282.663 494.659
Total operating income 46.544.783 45.955.053
Operating Costs
Cost of sales 11.154.654 10.286.426
External supplies and services 14.718.507 14.988.638
Personnel costs 13.924.985 14.368.796
Amortisation, depreciation and impairment losses 7 e 8 2.463.693 2.507.774
Other operating costs 540.843 432.187
Total operating costs 42.802.682 42.583.821
Operating Income 3.742.101 3.371.232
Net financing cost -689.150 -817.262
Profit before tax 3.052.951 2.553.970
Income tax expense 5 785.204 660.923
Profit for the year from continuing operations 2.267.747 1.893.047
Net profit 2.267.747 1.893.047
TOTAL COMPREHENSIVE INCOME 2.267.747 1.893.047
Net profit from continuing operations attributable to:
Owners of the parent 2.241.383 1.870.729
Non-controlling interest 26.364 22.318
2.267.747 1.893.047
Net profit attributable to:
Owners of the parent 2.241.383 1.870.729
Non-controlling interest 26.364 22.318
Total comprehensive income attributable to: 2.267.747 1.893.047
Owners of the parent 2.241.383 1.870.729
Non-controlling interest 26.364 22.318
2.267.747 1.893.047
Earnings per share: 9
From continuing operations:
Basic 0,12 0,10
Diluted 0,12 0,10

IBERSOL S.G.P.S., S.A.Statement of Alterations to the Consolidated Equityfor the nine months period ended 30th September, 2013 and 2012

(value in euros)

Ass
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03

IBERSOL S.G.P.S., S.A. Consolidated Cash Flow Statements for the nine months period ended 30 September, 2013 and 2012

(value in euros)

Nine months period ending on
September 30
Note 2013 2012
Cash Flows from Operating Activities
Flows from operating activities (1) 16.121.006 13.102.071
Cash Flows from Investment Activities
Receipts from:
Financial investments 11.260
Tangible fixed assets 35.131 175.368
Intangible assets
Investment benefits
Interest received 825.916 705.771
Dividends received
Other
Payments for:
Financial Investments 200.000
Tangible fixed assets 5.068.365 7.228.619
Intangible assests 400.833 1.162.254
Other
Flows from investment activities (2) -4.596.891 -7.709.734
Cash flows from financing activities
Receipts from:
Loans obtained 3.632.050 4.000.000
Sale of own shares
Other
Payments for:
Loans obtained 8.463.036 6.557.496
Amortisation of financial leasing contracts 179.521 544.968
Interest and similar costs 2.062.574 2.100.670
Dividends paid 990.000 990.000
Capital reductions and supplementary entries
Acquisition of own shares
Other
Flows from financing activities (3) -8.063.081 -6.193.134
Change in cash & cash equivalents (4)=(1)+(2)+(3) 3.461.034 -800.797
Perimeter changes effect
Exchange rate differences effect
Cash & cash equivalents at the start of the period 25.914.024 28.481.438
Cash & cash equivalents at end of the period 29.375.058 27.680.641

IBERSOL SGPS, S.A.

ANNEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2013

(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 396 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 373 units which it operates and 20 units under a franchise contract. Of this universe, 89 are headquartered in Spain and 2 in Angola, of which 72 are own establishments and 19 are franchised establishments.

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

2. MAIN ACCOUNTING POLICIES

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

2.1 Presentation basis

These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 30 September 2013, mainly with the international standard n.º 34 –Interim Financial Report.

The accounting policies applied on 30 September 2013 are identical to those applied for preparing the financial statements of 30 September and of 31 December 2012.

3. IMPORTANT ACCOUNTING ESTIMATES AND JUDGMENTS

There where no substantially differences between accounting estimates and judgments applied on 31 December 2012 and the accounting values considered in the nine months period ended on the 30 September 2013.

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

4.1. The following group companies were included in the consolidation on 30th September 2013 and 31st December 2012:

% Shareholding
Company Head Office Sep-13 Dec-12 Sep-12
Parent company
Ibersol SGPS, S.A. Porto parent parent parent
Subsidiary companies
Iberusa Hotelaria e Restauração, S.A.
Ibersol Restauração, S.A.
Ibersande Restauração, S.A.
Ibersol Madeira e Açores Restauração, S.A.
Ibersol - Hotelaria e Turismo, S.A.
Iberking Restauração, S.A.
Iberaki Restauração, S.A.
Restmon Portugal, Lda
Vidisco, S.L.
Inverpeninsular, S.L.
Ibergourmet Produtos Alimentares, S.A.
Ferro & Ferro, Lda.
Asurebi SGPS, S.A.
Charlotte Develops, SL
Firmoven Restauração, S.A.
IBR - Sociedade Imobiliária, S.A.
Eggon SGPS, S.A.
Anatir SGPS, S.A.
Lurca, SA
Q.R.M.- Projectos Turísticos, S.A
Sugestões e Opções-Actividades Turísticas, S.A
RESTOH- Restauração e Catering, S.A
Resboavista- Restauração Internacional, Lda
José Silva Carvalho Catering, S.A
(a) Iberusa Central de Compras para Restauração ACE
(b) Vidisco, Pasta Café Union Temporal de Empresas
Maestro - Serviços de Gestão Hoteleira, S.A.
Porto
Porto
Porto
Funchal
Porto
Porto
Porto
Porto
Vigo - Espanha
Vigo - Espanha
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Madrid-Espanha
Porto
Porto
Porto
Porto
Porto
Porto
Vigo - Espanha
Porto
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%
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%
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%
100%
100%
SEC - Eventos e Catering, S.A.
IBERSOL - Angola, S.A.
HCI - Imobiliária, S.A.
Parque Central Maia - Activ.Hoteleiras, Lda
Porto
Luanda - Angola
Luanda - Angola
Porto
100%
100%
100%
100%
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 that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.

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

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

4.2. Alterations to the consolidation perimeter

4.2.1. Acquisition of new companies

The group did not buy any subsidiary in the nine months period ended on 30 September 2013.

4.2.2. Disposals

The group did not sell any of its subsidiaries in the nine months period ended on 30 September 2013.

5. INFORMATION PER SEGMENT

In the nine months period ended September 30, 2013 and 2012, 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 nine month period ended 30 September 2013 were as follows:

30 September 2013 Portugal Spain Group
Restaurants 93.260.407 30.327.356 123.587.763
Merchandise 1.359.845 1.217.901 2.577.746
Rendered services 167.203 289.994 457.197
Turnover per Segment 94.787.455 31.835.251 126.622.706
Operating income 4.083.781 1.448.888 5.532.669
Net financing cost -1.009.122 -437.378 -1.446.500
Share in the profit by associated companies - - -
Pre-tax income 3.074.659 1.011.510 4.086.169
Income tax 1.012.293 115.493 1.127.786
Net profit in the period 2.062.366 896.017 2.958.383

The results per segment for the nine month period ended 30 September 2012 were as follows:

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

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

6. UNUSUAL AND NON-RECURRING FACTS AND SEASON ACTIVITY

No unusual facts took place during the nine months period ended 30 September 2013.

In the restaurant segment season activity is characterized by an increase of sales in the months of July, August and December, witch leads to a greater activity on the third trimester of the year compared with the first semester. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the nine first months of the year, sales are about 74% of annual volume and, with the dilution effect of the fixed costs with the increase of the activity, the operating income represents about 77%.

7. TANGIBLE FIXED ASSETS

In the nine months period ended 30 September 2013 and in the year ending on 31 December 2012, 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 2012
Cost 130.836.755 68.806.067 14.444.010 3.129.869 217.216.702
Accumulated depreciation 26.925.340 49.658.496 11.854.570 - 88.438.405
Accumulated impairment 4.926.037 565.318 62.515 - 5.553.870
Net amount 98.985.378 18.582.253 2.526.926 3.129.869 123.224.427
31 December 2012
Initial net amount 98.985.378 18.582.253 2.526.926 3.129.869 123.224.427
Changes in consolidat perimeter - - - - -
Currency conversion -48.573 -1.713 -451 -69.110 -119.847
Additions 4.289.175 3.104.416 528.766 22.253 7.944.610
Decreases 660.269 202.417 1.769 94.661 959.117
Transfers 1.676.906 389.885 99.584 -2.630.883 -464.507
Depreciation in the year 3.224.853 4.235.984 987.744 - 8.448.581
Deprec. by changes in the perim. - - - - -
Impairment in the year 1.394.342 - - - 1.394.342
Impairment reversion -44.110 - - - -44.110
Final net amount 99.667.532 17.636.440 2.165.312 357.468 119.826.752
31 December 2012
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
Land and
buildings
Equipment Other tangible
fixed Assets
Tangible Assets
in progress (1)
Total
30 September 2013
Initial net amount 99.667.532 17.636.440 2.165.312 357.468 119.826.752
Changes in consolidat perimeter - - - - -
Currency conversion -219.987 -41.546 -8.034 -82 -269.649
Additions 2.535.063 1.155.993 470.259 265.231 4.426.546
Decreases 285.696 150.030 6.518 66.137 508.381
Transfers 95.168 -1.438 - -95.168 -1.438
Depreciation in the year 2.294.539 3.140.490 620.623 - 6.055.652
Deprec. by changes in the perim. - - - - -
Impairment in the year 48.833 - - - 48.833
Impairment reversion - - - - -
Final net amount 99.448.708 15.458.929 2.000.396 461.312 117.369.345
30 September 2013
Cost 134.282.177 69.654.417 14.878.799 461.312 219.276.706
Accumulated depreciation 30.900.532 53.632.855 12.815.889 - 97.349.275
Accumulated impairment 3.932.937 562.633 62.515 - 4.558.085
Net amount 99.448.708 15.458.929 2.000.396 461.312 117.369.345

(1) changes in the year 2012 are due, mainly, to the two KFC restaurants in Luanda, Angola, opened in 2012.

Bank loans (Note 11) are secured by Ibersol's land and buildings assets with the amount of 383.371 euros (383.371 euros in 2012).

8. INTANGIBLE ASSETS

Intangible assets are broken down as follows:

Sep-13 Dec-12
Goodwill 42.498.262 42.498.262
Other intangible assets 15.332.883 16.532.724
57.831.145 59.030.986

In the nine months period ended 30 September 2013 and in the year ending on 31 December 2012, the movement in the value of intangible assets, amortization and accumulated impairment losses were as follows:

Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
1 January 2012
Cost 44.895.940 19.567.107 4.703.952 2.284.169 71.451.168
Accumulated amortization - 5.572.828 3.985.780 - 9.558.608
Accumulated impairment 1.861.678 720.969 70.110 - 2.652.757
Net amount 43.034.262 13.273.310 648.062 2.284.169 59.239.803
31 December 2012
Initial net amount 43.034.262 13.273.310 648.062 2.284.169 59.239.803
Changes in consolidat. perimeter - - - - -
Additions - 1.198.198 900.107 - 2.098.305
Decreases 536.000 8.258 394.333 -349 938.242
Transfers - 18.077 213.291 161.283 392.651
Amortization in the year - 987.836 528.582 - 1.516.418
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - 245.113 - - 245.113
Impairment reversion - - - - -
Final net amount 42.498.262 13.248.378 838.545 2.445.801 59.030.987
31 December 2012
Cost 44.359.940 20.788.413 5.394.349 2.445.801 72.988.503
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 42.498.262 13.248.378 838.545 2.445.801 59.030.987
Goodwill Industrial
property
Other intangible
Assets
Intangible Assets in
progress (1)
Total
30 September 2013
Initial net amount 42.498.262 13.248.378 838.545 2.445.801 59.030.987
Changes in consolidat. Perimeter - - - - -
Currency conversion - -33.864 -81 -10.112 -44.057
Additions - 168.971 - 6.740 175.711
Decreases - 78.975 - - 78.975
Transfers - 1.438 - - 1.438
Amortization in the year - 835.680 418.277 - 1.253.957
Amortiz. by changes in the perimeter - - - - -
Impairment in the year - - - - -
Impairment reversion - - - - -
Final net amount 42.498.262 12.470.268 420.187 2.442.429 57.831.147
30 September 2013
Cost 44.359.940 20.807.358 5.378.862 2.442.429 72.988.589
Accumulated amortization - 7.369.440 4.888.565 - 12.258.005
Accumulated impairment 1.861.678 967.650 70.110 - 2.899.438
Net amount 42.498.262 12.470.268 420.187 2.442.429 57.831.147

(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.

Goodwill is broken down into segments, as shown bellow:

Sep-13 Dec-12
Portugal 9.464.021 9.464.021
Spain 32.903.527 32.903.527
Angola 130.714 130.714
42.498.262 42.498.262

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 nine months period ended 30 September 2013 and 2012 was calculated as follows:

Sep-13 Sep-12
Profit payable to shareholders 2.954.180 2.671.590
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) 0,16 0,15
Earnings diluted per share (€ per share) 0,16 0,15
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 06th May 2013, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2012), which was paid on 05th June 2013 corresponding to a total value of 990.000 euros (990.000 euros in 2012).

11. CONTINGENCIES

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

On 30 September 2013, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:

Sep-13 Dec-12
Guarantees given 117.049 119.091
Bank guarantees 1.707.798 2.513.266

Bank loans with the amount of 8.333 € (45.833 in 2012) are secured by Ibersol's land and buildings assets.

12. COMMITMENTS

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

13. IMPAIRMENT

In the nine months period ended 30 September 2013 and 31 December 2012, under the heading of asset impairment losses were as follows:

Sep-2013
Impairment
Starting assets Losses in Impairment Closing
balance Cancellation disposals the Year reversion balance
Tangible fixed assets 5.547.892 - -1.038.639 48.833 - 4.558.086
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 1.037.760 - - - - 1.037.760
Stocks 74.981 - - - - 74.981
Other current assets 1.073.837 -28.719 - 21.079 - 1.066.196
9.596.148 -28.719 -1.038.639 69.912 - 8.598.701
Sep-2012
Starting
balance
Transfers Impairment
assets
disposals
Losses in
the Year
Impairment
reversion
Closing
balance
Tangible fixed assets 5.553.870 -1.568 -1.053.624 - -5.697 4.492.982
Consolidation differences 1.861.678 - - - - 1.861.678
Intangible assets 791.079 1.568 - - - 792.647
Stocks 74.981 - - - - 74.981
Other current assets 1.062.787 - - - -28.565 1.034.222
9.344.395 - -1.053.624 - -34.262 8.256.510

14. FINANCIAL RISK MANAGEMENT

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.

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 1.250.000 USD does not provide material exposure to currency exchange rate due to its reduced amount and to the strong correlation between USA dollar and local currency. The remaining loans are in local currency, the same as the revenues.

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 financing 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 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 40% of the loans in which the remuneration covers interest rate changes on the debt.

Based on simulations performed on 30 September 2013, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 79 thousand euros.

b) Credit risk

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

c) Liquidity risk

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

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

On 30th September 2013, current liabilities reached 65 million euros, compared with 42 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 2013 the renewal of the commercial paper programmes. However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.

In the current financial markets pressure, to lower bank loans the company opted to increase financial debt maturity and to maintain a significant share of the short term debt. On September 30, 2013, the use of short term liquidity cash flow support was of 4%. Investments in term deposits of 19 million match 38% of liabilities paid.

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

until September 2014 from September 2014 to 2024
Bank loans and overdrafts 10.612.251 8.810.486
Commercial paper 12.000.000 17.000.000
Financial leasing 87.897 -
Suppliers of fixed assets c/ a 2.098.010 -
Suppliers c/ a 18.182.684 -
Other creditors 9.466.319 303.802
Total
52.447.161
26.114.288

d) Capital risk

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

On 30 September 2013 the gearing ratio was of 14% and of 19% on 31 December 2012, as shown bellow:

Sep-13 Dec-12
Bank loans 49.134.430 54.838.614
Cash and cash equivalents 29.646.539 26.748.790
Net indebtedness 19.487.891 28.089.824
Equity 118.564.603 116.599.331
Total capital 138.052.494 144.689.155
Gearing ratio 14% 19%

Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in 2013 we have a 14% 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 30 September 2013 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 13th November 2013.

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