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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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Unaudited
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