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Jeronimo Martins Interim / Quarterly Report 2014

May 28, 2014

1906_10-q_2014-05-28_bf8b4674-1f9a-4299-a2c9-3bb90feb9e9c.pdf

Interim / Quarterly Report

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INDEX

I – Consolidated Management Report

Message from the Chairman and CEO
Pedro Soares dos Santos
3
1. Sales Analysis 3
2. Results Analysis 4
3. Balance Sheet 5
4. Outlook 2014 6

II – Consolidated Management Report Appendix

1. Sales Growth 7
2. Store Network 7
3. EBITDA Margin Breakdown 7
4. Financial Costs Breakdown 7
5. Definitions 8
6. Information Regarding Individual Financial Statements 8

III – Consolidated Financial Statements

1. Consolidated Financial Statements
9
2. Notes to the Consolidated Financial Statements 15

I. CONSOLIDATED MANAGEMENT REPORT

Message from the Chairman and the CEO – Pedro Soares dos Santos

'Jerónimo Martins' results reflect Biedronka's slow start to the year. We will continue to address the challenges of a very competitive market and we remain fully committed to further strengthening our leadership position and relevance for the Polish consumers.

In Portugal, Pingo Doce delivered strong sales growth, also in like-for-like terms.

After one year since the start-up in Colombia and approaching 40 stores, Ara is performing according to plan.

All in all, the solid cash generation from our main businesses allows us to keep investing in their development, whilst at the same time building our new businesses and preserving a strong balance sheet.'

1. Sales Analysis

Net Sales and Services

Consolidated sales reached EUR 2,912 million, a growth of 5.1% on the first three months of the previous year, including a small negative forex effect of -0.5%.

In line with the previous quarters, the food retail environment in Poland remained highly competitive with strong promotional activities by all major players.

Although like-for-like (LFL) traffic increased in the period by c. 1.5%, Biedronka's LFL sales declined 2.7%, impacted by a later Easter.

In a more volatile pricing environment, Biedronka continued its strong promotional campaigns initiated in July 2013 and maintained its price leadership position.

Biedronka's sales grew by 6.6% in local currency (+5.9% in Euro) to €1,953m.

Expansion remains a strategic priority and the Company continues to invest in new and remodelled stores.

In Portugal continuous promotions kept dominating the commercial strategies of all players. Pingo Doce continued to deliver strongly, driven by the very effective execution of its promotional programmes. Despite a strong price deflation, LFL sales, excluding fuel, grew 2.0% in first quarter (Q1).

Total sales of the Company reached EUR 743 million, a growth of 2.3% (excluding fuel, sales increased by 2.7%), and two new stores were opened in the quarter.

Recheio's sales were in line with the same period last year, a solid performance in a difficult market.

The new businesses of Ara and Hebe generated sales of EUR 29 million in the first three months compared with EUR 13 million in Q1 2013.

2. Results Analysis

(Million Euro) Q1 14 Q113 Δ
Net Sales and Services 2,912 2,772 5.1%
Total Margin 623 21.4% 595 21.5% 4.7%
Operating Costs -464 $-15.9%$ $-428$ $-15.4%$ 8.5%
EBITDA 158 5.4% 167 6.0% $-5.1%$
Depreciation $-67$ $-2.3%$ -60 $-2.2%$ 10.5%
EBIT 91 3.1% 106 3.8% $-14.0%$
Financial Results -9 $-0.3%$ $-11$ $-0.4%$ $-18.5%$
Profit in Associated Companies 3 0.1% $\overline{c}$ 0.1% 24.8%
Non-Recurrent Items $\Omega$ 0.0% $-1$ 0.0% $-56.3%$
EBT 85 2.9% 97 3.5% $-12.3%$
Taxes $-20$ $-0.7%$ $-20$ $-0.7%$ $-1.3%$
Net Profit 66 2.3% 77 2.8% $-15.2%$
Non Controlling Interests $-3$ $-0.1%$ $-2$ $-0.1%$ 54.4%
Net Profit attributable to JM 62 2.1% 75 2.7% $-17.1%$
EPS $(E)$ 0.10 0.12 $-17.1%$

Net Consolidated Profit

Operating Profit

Consolidated EBITDA declined 5.1% to EUR 158 million. The EBITDA margin was 5.4%, 60bps down on the previous year's quarter due to calendar effect, the price investments in the main retail businesses and Euro 2.4 million of additional start-up costs in Ara and Hebe.

In Poland, Biedronka's EBITDA margin declined by 70bps to 6.5%, mainly due to soft sales and price investments.

The EBITDA margin of the Distribution businesses in Portugal at 5.2% was in line with the prior year's quarter, supported by the strong sales performance of Pingo Doce.

Financial Result

Financial charges for the Group were EUR 9 million, slightly down on the same quarter last year partly as a result of a lower exchange rate impact from the zloty depreciation.

Net Result

Net Profit attributable to Jerónimo Martins was EUR 13 million lower at EUR 62 million (excluding the dilution of the new businesses was down by EUR 8 million).

3. Balance Sheet

(Million Euro) Q1 14 2013 Q1 13
Net Goodwill 647 648 646
Net Fixed Assets 2,974 2.940 2,712
Total Working Capital $-1,548$ $-1,686$ $-1,598$
Others 109 92 71
Invested Capital 2,182 1,995 1,831
Total Borrowings 811 688 648
Leasings 4 6 14
Accrued Interest 24 20 13
Marketable Sec. & Bank Deposits -367 $-368$ -404
Net Debt 471 346 271
Non Controlling Interests 269 267 291
Share Capital 629 629 629
Reserves and Retained Earnings 813 753 639
Shareholders Funds 1,711 1,649 1,560
Gearing 27.6% 21.0% 17.4%

Net Debt increased to EUR 471 million and Gearing was 27.6%.

Investment Programme

The Group capex was EUR 109 million in the quarter, of which 87% was invested in Biedronka.

Cash Flow

(Million Euro) Q1 14 Q1 13
EBITDA 158 167
Net Interest -5 -5
Income Tax $-36$ $-17$
Funds From Operations 118 145
Capex Payment $-138$ $-119$
Working Capital Movement $-101$ 28
Free Cash Flow $-122$ 54

The Free Cash Flow in the period was EUR -122 million, after capex payments of EUR 138 million and the normal seasonality associated to working capital in Q1.

4. Outlook 2014

In the current market conditions we will improve our efficiency and invest, as necessary, in commercial actions to maintain our competitive positions and grow sales ahead of the markets.

Expansion will remain a key priority in our growth strategy and the capex programme is expected to be in the range of EUR 600 to EUR 700 million, including c.300 new Biedronka stores.

Lisbon, 29 th April, 2014

The Board of Directors

II. CONSOLIDATED MANAGEMENT REPORT APPENDIX

1. Sales Growth

Total Sales Growth
Q1 14
LFL Sales Growth
Q114
Biedronka
Euro 5.9%
PLN 6.6% $-2.7%$
Pingo Doce 2.3% 1.1%
Ex-Fuel 2.7% 2.0%
Recheio $-0.1%$ $-1.0%$

2. Stores Network

Number of Stores 2013 Openings Closings Network
Q114 Q1 14 01 14 Q1 13
Biedronka 2,393 19 2,405 2,145
Pingo Doce 376 377 373
Recheio 41 41 41
Sales Area (sqm) 2013 Openings Closings/
Remodellings
Network
Q114 Q1 14 Q1 14 Q1 13
Biedronka 1,500,038 13,212 $-4.448$ 1,517,698 1,317,779
Pingo Doce 457,171 2.400 1.146 458,425 453.771
Recheio 129,295 0 129,295 129.295

3. EBITDA Margin Breakdown

(% of sales) 01 14 % total 0113 % total
Biedronka 6.5% 79.8% 7.2% 79.3%
Distribution Portugal 5.2% 29.9% 5.2% 27.9%
Others & Cons. Adjustments n.a. $-9.6%$ n.a. $-7.2%$
JM Consolidated 5.4% 100% 6.0% 100%

4. Financial Costs Breakdown

(Million Euro) Q114 01 13
Net Interest
Exchange Differences
Others -
Financial Results

5. Definitions

Like For Like (LFL) sales: sales made by stores that operated under the same conditions in the two periods. Excludes stores opened or closed in one of the two periods. Sales of stores that underwent profound remodelling are excluded for the remodelling period (store closure);

Cash Flow per share: (Net Profit + Depreciation – Deferred tax – Non-recurrent items) / Number of Shares;

Gearing: Net Debt / Shareholder Funds.

6. Information Regarding Individual Financial Statements

In accordance with number 3 of article 10 of the Regulation number 5/2008 of the Portuguese Securities Market Commission (CMVM), the 1st Quarter Individual Financial Statements of Jerónimo Martins SGPS, S.A. will not be disclosed as they do not include significant information.

III. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR THE QUARTERS ENDED AT 31 MARCH 2014 AND 2013

Euro thousand
Notes 2014 2013
Sales and services rendered 3 2,912,458 2,771,701
Cost of sales 4 (2,289,884) (2,177,000)
Total margin 622,574 594,701
Distribution costs 5 (478,227) (439,826)
Administrative costs 5 (52,959) (48,557)
Exceptional operating profits/losses 8 (275) (629)
Operating profit 91,113 105,689
Net financial costs 6 (8,648) (10,606)
Profit in joint-ventures and associates 3,015 2,416
Profit before taxes 85,480 97,499
Income taxes 7 (19,900) (20,168)
Profit before non-controlling interests 65,580 77,331
Attributable to:
Non-controlling interests 3,207 2,077
Jerónimo Martins Shareholders 62,373 75,254
Basic and diluted earnings per share- Euros 15 0.0993 0.1197

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED AT 31 MARCH 2014 AND 2013

Euro thousand
2014 2013
Net profit 65,580 77,331
Other comprehensive income:
Items that will not be reclassified to profit or loss
- -
Items that may be reclassified to profit or loss
Currency translation differences (3,302) (21,871)
Change in fair value of cash flow hedges 1,060 583
Change in fair value of hedging instruments on foreign operations (627) 2,498
Change in fair value of available-for-sale financial assets 124 41
(2,745) (18,749)
Income tax effect (145) 228
Other comprehensive income, net of income tax (2,890) (18,521)
Total comprehensive income 62,690 58,810
Attributable to:
Non-controlling interests 3,492 1,628
Jerónimo Martins Shareholders 59,198 57,182
Total comprehensive income 62,690 58,810

R&C - 1 st Quarter 2014 Consolidated Financial Statements

CONSOLIDATED BALANCE SHEET AT 31 MARCH 2014 AND DECEMBER 2013

Euro thousand
Notes 31 March
2014
31 December
2013
Assets
Tangible assets 9 2,815,662 2,782,821
Investment properties 9 44,638 47,471
Intangible assets 9 805,681 805,849
Investments in joint-ventures and associates 11 84,446 81,431
Available-for-sale financial assets 12 1,332 1,208
Trade debtors and deferred costs 88,513 87,999
Deferred tax assets 51,650 51,013
Total non-current assets 3,891,922 3,857,792
Inventories 579,906 574,992
Income tax receivable 2,924 41,126
Trade debtors, accrued income and deferred costs 264,845 253,578
Derivative financial instruments 10 1 -
Cash and cash equivalents 13 371,098 371,671
Total current assets 1,218,774 1,241,367
Total assets 5,110,696 5,099,159
Shareholders' equity and liabilities
Share capital 629,293 629,293
Share premium 22,452 22,452
Own shares (6,060) (6,060)
Fair value and other reserves 14.1 25,387 27,312
Retained earnings 770,784 709,661
1,441,856 1,382,658
Non-controlling interests 268,788 266,604
Total Shareholders' equity 1,710,644 1,649,262
Borrowings 16 451,607 369,073
Trade creditors, accrued costs and deferred income 855 861
Derivative financial instruments 10 3,405 2,953
Employee benefits 17 37,592 37,464
Provisions for risks and contingencies 17 79,866 77,949
Deferred tax liabilities 75,110 77,750
Total non-current liabilities 648,435 566,050
Trade creditors, accrued costs and deferred income 2.357.393 2.477.738
Derivative financial instruments 10 15,910 15,599
Borrowings 16 362,922 324,716
Income tax payable 15,392 65,794
Total current liabilities 2,751,617 2,883,847
Total Shareholders' equity and liabilities 5,110,696 5,099,159

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Euro thousand
Shareholders' equity attributable to Shareholders of Jerónimo Martins, SGPS, S.A.
Notes Share
capital
Share
premium
Own
shares
Fair value
and other
reserves
Retained
earnings
Total Non
controlling
interests
Shareholders'
equity
Balance sheet at 31 December 2012 629,293 22,452 (6,060) 52,125 513,721 1,211,531 290,395 1,501,926
Equity changes in 2013
Currency translation differences in the
st Quarter of 2013
1
14.1 (21,493) (21,493) (21,493)
Change in fair value of cash flow hedging 14.1 882 882 (449) 433
Change in fair value of hedging
instruments on foreign operations
14.1 2,498 2,498 2,498
Change in fair value of available-for-sale
financial assets
14.1 41 41 41
Other comprehensive income - - - (18,072) - (18,072) (449) (18,521)
Net profit in 1st Quarter of 2013 - - - - 75,254 75,254 2,077 77,331
Total comprehensive income - - - (18,072) 75,254 57,182 1,628 58,810
Dividends (1,113) (1,113)
Balance sheet at 31 March 2013 629,293 22,452 (6,060) 34,053 588,975 1,268,713 290,910 1,559,623
Balance sheet at 31 December 2013 629,293 22,452 (6,060) 27,312 709,661 1,382,658 266,604 1,649,262
Equity changes in 2014
Currency translation differences in the
st Quarter of 2014
1
14.1 (3,191) (3,191) (3,191)
Change in fair value of cash flow hedging 14.1 519 519 285 804
Change in fair value of hedging
instruments on foreign operations
14.1 (627) (627) (627)
Change in fair value of available-for-sale
financial assets
14.1 1,374 (1,250) 124 124
Other comprehensive income - - - (1,925) (1,250) (3,175) 285 (2,890)
Net profit in 1st Quarter of 2014 62,373 62,373 3,207 65,580
Total comprehensive income - - - (1,925) 61,123 59,198 3,492 62,690
Dividends 14.3 (1,308) (1,308)
Balance sheet at 31 March 2014 629,293 22,452 (6,060) 25,387 770,784 1,441,856 268,788 1,710,644

CONSOLIDATED CASH FLOW STATEMENT FOR THE QUARTERS ENDED AT 31 MARCH 2014 AND 2013

Euro thousand
Notes 2014 2013
Operating activities
Cash received from customers 3,270,183 3,127,060
Cash paid to suppliers (3,001,237) (2,737,610)
Cash paid to employees (212,031) (194,115)
Cash generated from operations 56,915 195,335
Interest paid (4,882) (5,922)
Income taxes paid (35,749) (16,828)
Cash flow from operating activities 16,284 172,585
Cash flow from investment activities (138,044) (117,861)
Cash flow from financing activities 121,555 (17,136)
Net changes in cash and cash equivalents (205) 37,588
Cash and cash equivalents changes
Cash and cash equivalents at the beginning of 1st Quarter 371,671 375,072
Net changes in cash and cash equivalents (205) 37,588
Effect of currency translation differences (368) (4,922)
Cash and cash equivalents at the end of 1st Quarter 13 371,098 407,738
1 Activity 16
2 Accounting policies 16
3 Segment reporting 17
4 Cost of sales18
5 Distribution and administrative costs 18
6 Net financial costs 19
7 Income tax recognised in the income statement19
8 Exceptional operating profits/losses 19
9 Fixed assets and investment properties19
10 Derivative financial instruments 20
11 Investments in joint ventures and associates 20
12 Available-for-sale financial assets 20
13 Cash and cash equivalents 21
14 Capital and reserves 21
15 Basic and diluted earnings per share 22
16 Borrowings 22
17 Provisions and employee benefits responsibilities 23
18 Contingencies 23
19 Related parties24
20 Events after the balance sheet date24

1 Activity

Jerónimo Martins, SGPS, S.A. (JMH), is the parent Company of Jerónimo Martins Group (Group) and has its head office in Lisbon.

Jerónimo Martins Group is devoted to the production, distribution and sale of food and other fast moving consumer goods products. The Group operates in Portugal, Poland and Colombia.

Head Office: Largo Monterroio Mascarenhas, n.º1 – 9.º andar - 1099-081 Lisbon

Share Capital: 629,293,220 euros

Registered at the Commercial Registry Office of Lisbon and Tax Number: 500 100 144

JMH has been listed on Euronext Lisbon since 1989.

The Board of Directors approved these consolidated financial statements on 29 th April 2014.

2 Accounting policies

All amounts are shown in thousand euros (EUR thousand) unless otherwise stated.

The JMH consolidated financial statements were prepared in accordance with the interim financial reporting standard (IAS 34), and all other International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) and with the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union.

The consolidated financial statements were prepared in accordance with the same standards and accounting policies adopted by the Group in the preparation of the annual financial statements, including an explanation of the events and relevant changes for the understanding of variations in the financial position and Group performance since the last annual report. Thus, some of the notes from the 2013 annual report are omitted because no changes occurred or they are not materially relevant for the understanding of the interim financial statements.

As mentioned in the Corporate Governance chapter of the 2013 Annual Report, the Company, as a result of its normal activity, is exposed to several risks which are monitored and mitigated throughout the year. During the first three months of 2014, there were no material changes in addition to the notes in this annex that could significantly change the assessment of the risks that the group is exposed to.

In January 2014, the IASB issued the new standard IFRS 14 – Regulatory Deferral Accounts, which have not yet been endorsed by the European Union.

The new standard is applied to first-time adopters of IFRS subjected to rate-regulated prices of goods or services sold to customers, that recognized regulatory deferral account balances in their financial statements in accordance with their previous accounting standards, as defined in IFRS 1 – First-time Adoption of International Financial Reporting Standards.

Their application is mandatory for financial years beginning on or after January 1, 2016. The application of this new standard will not have any impact on the Group's Financial Statements.

Reclassifications in the financial statements

The Group balance sheet headings "Taxes receivable " and "Taxes payable" included not only figures relating to income tax, but also amounts related to other taxes.

Considering the recommendations included in IAS 1 and IAS 12, as well the best practices adopted by the market, the Group decided to present in the balance sheet the amounts for the income tax payable or receivable in separate lines. The other taxes were reclassified to "Trade creditors, accrued costs and deferred income" and "Trade debtors, accrued income and deferred costs".

In order to have comparable consolidated financial information, the financial statements of the previous year were reclassified, as shown below:

31 December 2013
Published Reclassifications Restated
Current assets
Taxes receivable 53,455 (53,455) -
Trade debtors, accrued income and deferred costs 241,249 12,329 253,578
Income tax receivable - 41,126 41,126
294,704 - 294,704
Current liabilities
Taxes payable 138,479 (138,479) -
Trade creditors, accrued costs and deferred income 2,405,028 72,685 2,477,713
Income tax payable - 65,794 65,794
2,543,507 - 2,543,507

2.1. Transactions in foreign currencies

Transactions in foreign currencies are translated into Euros at the exchange rate prevailing on the transaction date.

On the balance sheet date, monetary assets and liabilities expressed in foreign currencies are translated at the exchange rate prevailing on that date, and exchange differences arising from this conversion are recognised in the income statement. When qualifying as hedges on investments in foreign subsidiaries the exchange differences are deferred in equity.

The main exchange rates applied on the balance sheet date are those listed below:

Euro foreign exchange reference rates
(foreign exchange units per 1 Euro)
Rate on
31 March
2014
Average rate
for
the year
Polish Zloty (PLN) 4.1719 4.1847
US Dollar (USD) 1.3777 -
Swiss Franc (CHF) 1.2194 -
Colombian Peso (COP) 2,709.7800 2,756.7000

3 Segment reporting

Management monitors the performance of the business based on a geographical and business nature. Due to the fact that the business units in the distribution area in Portugal share a set of competences, the Group analyses, on a quarterly basis, its segments in an aggregate performance perspective. In addition, the Group also separates the distribution business unit in Poland. Apart from these, there are also other businesses, but due to their low materiality they are not reported separately.

Business segments:

  • Portugal Distribution: comprises the business unit of JMR (Pingo Doce supermarkets), the wholesale business unit Recheio;
  • Poland Distribution: the business unit using the brand Biedronka;
  • Others, eliminations and adjustments: includes i) the business units with reduced materiality (Marketing Services and Representations, Restaurants in Portugal, Health and Beauty Retail in Poland, retail business in Colombia), ii) the Holding companies and iii) the Group's consolidation adjustments.

Management evaluates the performance of segments based on the Earnings Before Interest and Taxes (EBIT). This indicator excludes the effects of exceptional operating profits/losses.

Portugal Distribution Poland
Distribution
Others, eliminations
and adjustments
Total JM
consolidated
2014 2013 2014 2013 2014 2013 2014 2013
Net sales and services 918,268 901,177 1,952,724 1,844,415 41,466 26,109 2,912,458 2,771,701
Inter-segments 54 49 365 337 (419) (386) - -
External customers 918,214 901,128 1,952,359 1,844,078 41,885 26,495 2,912,458 2,771,701
Operational cash-flow (EBITDA) 47,285 46,503 126,185 132,291 (15,261) (11,999) 158,209 166,795
Depreciations and amortisations (27,517) (27,589) (36,711) (31,791) (2,593) (1,097) (66,821) (60,477)
Operational result (EBIT) 19,768 18,914 89,474 100,500 (17,854) (13,096) 91,388 106,318
Exceptional operating profits/losses (275) (629)
Financial results (5,633) (8,190)
Income tax (19,900) (20,168)
Net result attributable to JM 62,373 75,254
Total assets (1) 2,174,444 2,171,944 2,633,176 2,631,255 303,076 295,960 5,110,696 5,099,159
Total liabilities (1) 1,564,123 1,547,585 1,784,671 1,837,811 51,258 64,501 3,400,052 3,449,897
Investments in fixed assets 7,427 4,499 94,879 80,408 6,916 14,476 109,222 99,383

Detailed information by segment at March 2014 and 2013

(1) The comparable amounts of total assets and liabilities are reported to 31 December 2013

Reconciliation between EBIT and the operational result of the income statement by functions

March 2014 March 2013
EBIT 91,388 106,318
Exceptional operating profits/losses (275) (629)
Operational result 91,113 105,689

4 Cost of sales

March 2014 March 2013
Net cost of products sold 2,283,375 2,170,471
Net cash discount and interest paid to suppliers 1,816 1,714
Electronic payment commissions 3,112 3,262
Other supplementary costs 1,581 1,553
2,289,884 2,177,000

5 Distribution and administrative costs

March 2014 March 2013
Supplies and services 114,516 107,373
Advertising costs 13,159 13,222
Rents 73,755 65,133
Staff costs 224,120 206,306
Amortisations 66,251 59,877
Profit/loss with tangible and intangible assets 550 556
Transportation costs 35,208 34,065
Other operational profit/loss 3,627 1,851
531,186 488,383

6 Net financial costs

March 2014 March 2013
Interest expense (7,869) (7,618)
Interest received 345 479
Net foreign exchange (199) (1,001)
Other financial costs and gains (919) (2,466)
Fair value of financial investments held for trade:
Derivative instruments (6) -
(8,648) (10,606)

The interest expense heading includes the interest regarding loans measured at amortised cost, as well as interest on fair value and cash flow hedging instruments (note 10).

Other financial costs and gains include costs with debt issued by the Group.

7 Income tax recognised in the income statement

March 2014 March 2013
Current income tax
Current tax of the year (24,160) (26,275)
Adjustment to prior year estimation 480 (102)
(23,680) (26,377)
Deferred tax
Temporary differences created and reversed 3,993 6,057
Change to the recoverable amount of tax losses and temporary
differences from previous years
(571) 8
3,422 6,065
Other gains/losses related to taxes
Impact of changes in estimates for tax litigations 358 144
358 144
Total income taxes (19,900) (20,168)

8 Exceptional operating profits/losses

March 2014 March 2013
Losses from organizational restructuring programmes (251) (379)
Assets write-offs (24) -
Others - (250)
(275) (629)

9 Fixed assets and investment properties

Tangible
assets
Investment
properties
Intangible
assets
Total
Net value at 31 December 2013 2,782,821 47,471 805,849 3,636,141
Foreign exchange differences (7,041) - (1,902) (8,943)
Increases 103,758 - 5,464 109,222
Disposals and write-offs (707) (2,847) (35) (3,589)
Transfers 156 29 (156) 29
Depreciation and impairment losses (63,296) - (3,539) (66,835)
Transfers to/from investment properties (29) - - (29)
Fair value changes - (15) - (15)
Net value at 31 March 2014 2,815,662 44,638 805,681 3,665,981

As a consequence of currency translation adjustment of the assets in the Group's businesses reported in foreign currency, the net amount of tangible and intangible assets was reduced by EUR 8,943 thousand, of which the amount of EUR 1,341 thousand is related to Goodwill.

No valuations were made on the land allocated to operational activities, which are recognised at their market value.

The difference to total of amortisations stated in note 5, relates mainly to the production activities that were attributable to the cost of the goods sold.

10 Derivative financial instruments

March 2014 December 2013
Notional Assets Liabilities Notional Assets Liabilities
Current Non
current
Current Non
current
Current Non
current
Current Non
current
Derivatives held for trading
Interest rate swap 10 million
EUR
- - 66 - 10 million
EUR
- - 66 -
Currency forwards (PLN) 7 million
PLN
- - 6 -
Fair value hedging derivatives
USD loan hedging 96 million
USD
- - 9,219 - 96 million
USD
- - 9,104 -
Cash flow hedging derivatives
Interest rate swap (EUR) 438 million
EUR
- - 1,948 2,253 438 million
EUR
- - 2,385 1,933
Interest rate swap (PLN) 500 million
PLN
- - - 1,152 500 million
PLN
- - - 1,020
Investments in foreign entities
hedging derivatives
Interest rate swap (PLN) 1,200 million
PLN
1 - 4,671 - 960 million
PLN
- - 4,044 -
Total derivatives held for trading - - 72 - - - 66 -
Total hedging derivatives 1 - 15,838 3,405 - - 15,533 2,953
Total assets/liabilities derivatives 1 - 15,910 3,405 - - 15,599 2,953

In March 2014 the values shown include interest receivable or payable related with these financial instruments that are due. The net payable amount is EUR 1,778 thousand.

11 Investments in joint ventures and associates

During the 1st Quarter of 2014, the movement under this heading was as follows:

Joint ventures Associates Total
March
2014
December
2013
March
2014
December
2013
March
2014
December
2013
Opening balance 80,536 76,351 895 1,006 81,431 77,357
Equity method:
Net result 3,029 18,477 (14) 361 3,015 18,838
Dividends and other income received - (13,209) - (472) - (13,681)
Other comprehensive income - (1,083) - - - (1,083)
Closing balance 83,565 80,536 881 895 84,446 81,431

12 Available-for-sale financial assets

Regarding the financial assets available-for-sale, the increase of EUR 124 thousand relates to changes in the fair value of listed equity holdings, at the reporting date of these financial statements.

13 Cash and cash equivalents

March 2014 December 2013
Bank deposits 153,560 188,489
Short-term investments 213,857 179,376
Cash and cash equivalents 3,681 3,806
371,098 371,671

14 Capital and reserves

14.1 Fair value and other reserves

Land
revaluation
reserves
Cash-flow
hedging
Available
for-sale
financial
assets
Ajust. in
joint ventures
and associates
Currency
translation
reserve
Total
Balance as at 1 January 2014 76,230 (2,453) (1,251) 2,897 (48,111) 27,312
Fair value adjustment of financial investments:
- Gross value
- Deferred tax
- Non-controlling interests
Fair value adjustment of available-for-sale financial
instruments:
- Gross value
1,060
(256)
(285)
1,374 (627)
-
433
(256)
(285)
1,374
Currency translation differences:
- In the year
- Deferred tax
(125)
24
4
(1)
(3,181)
88
(3,302)
111
Balance as at 31 March 2014 76,129 (1,931) 123 2,897 (51,831) 25,387
Land
revaluation
reserves
Cash-flow
hedging
Available
for-sale
financial
assets
Ajust. In
joint ventures
and associates
Currency
translation
reserve
Total
Balance as at 1 January 2013 85,197 (4,097) (1,437) 4,248 (31,786) 52,125
Fair value adjustment of financial investments:
- Gross value
- Deferred tax
- Non-controlling interests
583
(150)
449
2,498 3,081
(150)
449
Fair value adjustment of available-for-sale financial
instruments:
- Gross value
41 41
Currency translation differences:
- In the year
- Deferred tax
(765)
145
8
(2)
(21,114)
235
(21,871)
378
Balance as at 31 March 2013 84,577 (3,209) (1,396) 4,248 (50,167) 34,053

14.2 Retained earnings

2014 2013
Balance at 1 January 709,661 513,721
Net profit 62,373 75,254
Gains/losses on available-for-sale- financial investments (1,250) -
Remeasurements of post-employment benefit obligations - -
Balance at 31 March 770,784 588,975

14.3 Dividends

Dividends in the amount of EUR 1,308 thousand were distributed and paid to non-controlling interests in the Group companies.

15 Basic and diluted earnings per share

March 2014 March 2013
Ordinary shares issued at the beginning of the year 629,293,220 629,293,220
Own shares at the beginning of the year (859,000) (859,000)
Shares issued during the year - -
Weighted average number of ordinary shares 628,434,220 628,434,220
Diluted net result attributable to ordinary shares 62,373 75,254
Basic and diluted earnings per share – Euros 0.0993 0.1197

16 Borrowings

In March, Jerónimo Martins Colombia negotiated an increase of the credit line, with Citi Bank Colombia, to the amount of COP 100.000.000 thousand. The interest rate is floating and indexed to the IBR.

16.1 Current and non-current loans

March 2014 December 2013
Non-current loans
Bank loans 225,860 142,910
Bond loans 225,000 225,000
Financial lease liabilities 747 1,163
451,607 369,073
Current loans
Bank overdrafts 108,118 74,021
Bank loans 28,824 22,243
Bond loans 222,936 223,852
Financial lease liabilities 3,044 4,600
362,922 324,716

16.2 Financial debt

The net consolidated financial debt at the balance sheet date is as follows:

March 2014 December 2013
Non-current loans (note 16.1) 451,607 369,073
Current loans (note 16.1) 362,922 324,716
Derivative financial instruments (note 10) 19,314 18,552
Interest on accruals and deferrals 4,887 1,367
Bank deposits (note 13) (153,560) (188,489)
Short-term investments (note 13) (213,857) (179,376)
471,313 345,843

17 Provisions and employee benefits responsibilities

Risks and
contingencies
Employee benefits
Balance at 1 January 77,949 37,464
Set up, reinforced and transfers 488 775
Unused and reversed 1,482 -
Foreign exchange difference (5) -
Used (48) (647)
Balance at 31 March 79,866 37,592

18 Contingencies

Following the contingencies mentioned in the 2013 Annual Report, changes occurred on the headings a), b), g) and p):

  • a) Proherre Internacional, Lda. claimed an indemnity payment of EUR 2,500 thousand from Pingo Doce – Distribuição de Produtos Alimentares, S.A. (Pingo Doce), alleging the termination of a lease agreement by Pingo Doce, without the minimum period agreed between the parties having elapsed. Pingo Doce contested this claim based on the fact that the lease was terminated through mutual agreement. The court has decided that Pingo Doce should indemnify the plaintiff in an amount slightly below the claimed amount (EUR 2,300 thousand), from which should be deducted the amounts received in the meantime by Proherre from the new tenants. The amount due has to be determined in new judicial proceedings. Each litigant has filed its appeal to the Lisbon Court of Appeal. Meanwhile, Pingo Doce offered a voluntary mortgage over an immovable property belonging to Imoretalho in order to assure that it will pay the amount due at the end of the process, which Proherre has opposed. The court accepted such opposition and rejected the said mortgage. Pingo Doce filed an appeal regarding the decision of the Court not to accept the mortgage and offered a bank guarantee of the same amount. Lisbon Court of Appeal accepted Pingo Doce position regarding the guarantee matter and determined that the bank guarantee may be replaced by the mortgage, should Pingo Doce so decide. The same Court of Appeal also accepted Pingo Doce position regarding the excessiveness of the penalty clause and lowered the amount of compensation to EUR 1,100 thousand. The parties await the decision to became final;
  • b) Rui Ribeiro Construções, S.A., filed indemnity proceedings with the Tribunal Arbitral da Associação Comercial de Lisboa (Arbitration Court of the Lisbon Commercial Association), with a view to condemning Pingo Doce to pay approximately EUR 800 thousand for breaking a contracted work services agreement. The trial has now taken place and the Arbitration Court partially condemned Pingo Doce for the claim (EUR 220 thousand). The Group has appealed to the Court of Appeal, the complainant having done the same for the part of the sentence that was not in its favour. Lisbon Court of Appeal, accepting one of the arguments of Pingo Doce, revoked the decision of the Arbitration Court on the ground that the decision was substantiated in facts that were not carried into the process and that were not to be dealt by the Court. Rui Ribeiro did not appeal to the Supreme Court. Accordingly the decision is now final;
  • g) The Portuguese Tax Authorities assessed, regarding 2002, 2003 and 2004, Feira Nova and Pingo Doce the amounts of EUR 2,966 thousand and EUR 2,324 thousand, respectively. These additional assessments are related to the amount booked by these companies as shrinkage (loss of inventory through crime or wastage), which was not accepted as a tax deductible cost for CIT purposes and also the associated VAT, since there was no evidence that the goods were not sold. Meanwhile, Feira Nova was notified by the Lisbon Tax Court that the judicial claims filed against the 2002 and 2004 assessments, regarding VAT amounting to approximately, EUR 1,805 thousand, were ruled in favor of the company. As the tax authorities have not appealed, the Court decision is final. The remaining judicial claims are still under discussion in Court. The Board of Directors believe that their outcome should be the same;
  • p) At the end of 2012, DST, SGPS, S.A. initiated judicial proceedings against Pingo Doce, claiming that Pingo Doce breached a promissory share purchase agreement, dated 2000, regarding a company that owns real estate in Barcelos. The plaintiff (promissory seller) claims to be entitled to keep part of the purchase price paid by the defendant (promissory buyer) in the amount of EUR 5,000 thousand, as indemnity. Pingo Doce presented a counterclaim, alleging that the contract was no longer in force and asking for the reimbursement of the amount paid, plus interest accrued in a total amount of EUR 6,062 thousand. The trial took place before the end of 2013. Meanwhile the Court has decided in favor of Pingo Doce and determined DST to pay EUR 5,000 thousand plus interest as of 2011 (up to now c.EUR 1,200 thousand).

19 Related parties

56.14% of the Group is owned by the Sociedade Francisco Manuel dos Santos and no transactions occurred between this Company and any company of the Group in the 1st Quarter of 2014, neither were there any amounts payable or receivable between them on March 31st, 2014.

Balances and transactions of Group companies with related parties are as follows:

Sales and services rendered supplied Stocks purchased and services
March 2014 March 2013 March 2014 March 2013
Joint ventures 156 25 21,068 18,778
Associates - - 9 11
Other related parties (*) 22 - 65 -
Trade debtors, accrued income
and deferred costs
Trade creditors, accrued costs and
deferred income
March 2014 December 2013 March 2014 December 2013
Joint ventures 498 477 17,858 7,253
Associates - - 9 10
Other related parties (*) 11 6 26 -

(*) Entities controlled by the major Shareholder of Jerónimo Martins and entities owned or controlled by members of the Board of Directors.

All the transactions with these related parties were made under normal market conditions, i.e. the transaction value corresponds to prices that would be applicable between non-related parties.

Outstanding balances between Group companies and related parties, being a result of a trade agreement, are settled in cash, and are subject to the same payment terms as those applicable to other agreements celebrated between Group companies and their suppliers.

The amounts receivable are not covered by insurance and no guarantees are given or received, as the Group holds a relevant influence over these companies.

There are no provisions for doubtful debts and no costs were recognised during the year related with bad debts or doubtful debts with these related parties.

20 Events after the balance sheet date

On April 10th 2014, the distribution of dividends in the amount of EUR 191,672 thousand was approved in the Shareholders Meeting and, will be distributed to shareholders on May 8th 2014.

Lisbon, 29 th April, 2014

The Certified Accountant The Board of Directors