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Jeronimo Martins — Interim / Quarterly Report 2016
Aug 25, 2016
1906_ir_2016-08-25_8a509f2b-6527-4dd9-802e-e5660214d80c.pdf
Interim / Quarterly Report
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Consolidated Report & Accounts
First Half 2016
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 for 2016 | 6 |
| 5. Subsequent Events | 6 |
II – Consolidated Management Report Appendix
| 1. Sales Evolution | 8 |
|---|---|
| 2. Stores Network | 8 |
| 3. EBITDA Margin Breakdown | 8 |
| 4. Financial Costs Breakdown | 8 |
| 5. Working Capital | 9 |
| 6. Net Debt | 9 |
| 7. Definitions | 9 |
| 8. Restatement Sales in Recheio | 9 |
| 9. P&L - Reconciliation Note | 10 |
| 10. Balance Sheet - Reconciliation Note | 10 |
| 11. Cash Flow – Reconciliation Note | 11 |
| 12. Information Regarding Individual Financial Statements | 11 |
III – Other Information 12
IV – Statement of the Board of Directors 14
V – Consolidated Financial Statements
| 1. Financial Statements | 15 | |
|---|---|---|
| 2. Notes to the Financial Statements | 19 | |
| 3. Auditor's Report | 29 |
I
CONSOLIDATED MANAGEMENT REPORT
Message from the Chairman and CEO – Pedro Soares dos Santos
'The first half 2016 performance reflects our focus on top line growth and our commitment to cost efficiency in a food deflationary context.
In Poland, the reinforced competitiveness of Biedronka is allowing the banner to maximize the benefits from a stimulant consumer demand.
In Portugal, Pingo Doce and Recheio continued to increase market shares in a highly competitive landscape and a consumption slowdown.
In Colombia, Ara performed according to plan and is now preparing to enter its third operating region while speeding up expansion in the market.
The first half results confirm our strong belief in the ability of our banners to overcome the challenges in the markets where they operate and to deliver against their targets for the year.'
1. Sales Analysis
| (Million Euro) | H1 16 | H1 15 | | Q2 16 | Q2 15 | | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % total | % total | Pln | Euro | % total | % total | Pln | Euro | |||||
| Biedronka | 4,678 | 67.2% | 4,499 | 67.7% | 9.8% | 4.0% | 2,397 | 66.9% | 2,327 | 67.3% | 10.2% | 3.0% |
| Pingo Doce | 1,687 | 24.2% | 1,623 | 24.4% | 3.9% | 870 | 24.3% | 850 | 24.6% | 2.2% | ||
| Recheio * | 407 | 5.8% | 390 | 5.9% | 4.2% | 219 | 6.1% | 211 | 6.1% | 4.1% | ||
| Ara | 102 | 1.5% | 56 | 0.8% | 83.0% | 54 | 1.5% | 29 | 0.8% | 83.9% | ||
| Hebe | 55 | 0.8% | 48 | 0.7% | 15.4% | 28 | 0.8% | 24 | 0.7% | 15.1% | ||
| Mkt. Repr. and Rest. Serv. | 39 | 0.6% | 37 | 0.5% | 8.1% | 20 | 0.6% | 18 | 0.5% | 9.3% | ||
| Others & Cons. Adjustments * | -9 | -0.1% | -8 | -0.1% | n.a. | -5 | -0.1% | -4 | -0.1% | n.a. | ||
| Total JM | 6,959 | 100% | 6,644 | 100% | 4.7% | 3,583 | 100% | 3,457 | 100% | 3.6% |
* Restated figures for Q2 15 and H1 15, see note 8.2. of the Consolidated Management Report Appendix.
Consolidated sales reached €6,958.5m, a growth of 4.7% versus the same period last year (+9.1% at constant exchange rates).
Sales (Million Euro)
* Restated figures in H1 2015, see note 8.1. of the Consolidated Management Report Appendix
All banners maintained sales performance as its main focus, leading Group LFL growth to reach 6.3% in H1 16 (+6.6% in Q2 16).
In Poland, the recent increase in disposable income has supported the positive trend in food consumption. That said, the operating environment continued to be dominated by promotional campaigns.
Food inflation in the country was marginally positive, reaching 0.6% in the first six months.
Biedronka total sales grew 9.8% (in local currency), fuelled by the remarkable 8.8% LFL sales increase. In Euro, sales reached €4,678.3m, 4.0% higher than in the previous year.
In the second quarter of this year, Biedronka's LFL sales growth registered a significant increase to 9.9% that reflected the interest generated by the improved offer (implemented in H1 15) and the renewed promotional dynamics carried out by the Company this year. The favourable consumer environment in Poland due to the increase in the families' available income, together with a strong month of June, have also contributed positively to the performance of the Company.
In the first six months of the year, Biedronka opened 40 stores (26 net additions) and refurbished 94 locations.
In Portugal, a high level of promotional intensity persisted, and food inflation was flat in H1 16.
Pingo Doce sales grew by 3.9% to reach €1,686.5m. The LFL (excl. fuel) at 0.3% reflected the still negative basket inflation and the tough comparison against previous year's performance. The banner continued reinforcing its market share .
In Q2 16, the LFL of -1.4% was also impacted by the negative calendar effect related to Easter.
In the first six months of this year, Pingo Doce opened five new stores.
Recheio benefited from an improving HoReCa sector and leveraged on its commercial strength. The result was a healthy sales performance in the second quarter that contributed to the 3.6% LFL growth registered in the first six months. Total sales were at €407.0m, 4.2% more than in H1 15. The Company opened one new store in June.
Ara reached sales of €101.5m in the first six months of the year. The Company, in line with the plan, opened 19 stores while preparing the opening of its third operating region.
2. Results Analysis
Net Consolidated Profit
| (Million Euro) | H1 16 | H1 15 | | Q2 16 | Q2 15 | | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net sales and services | 6,959 | 6,644 | 4.7% | 3,583 | 3,457 | 3.6% | ||||
| Gross profit | 1,469 | 21.1% | 1,411 | 21.2% | 4.1% | 758 | 21.2% | 735 | 21.3% | 3.1% |
| Operating costs | -1,081 | -15.5% | -1,048 | -15.8% | 3.1% | -553 | -15.4% | -538 | -15.6% | 3.0% |
| EBITDA | 388 | 5.6% | 363 | 5.5% | 6.8% | 204 | 5.7% | 197 | 5.7% | 3.5% |
| Depreciation | -146 | -2.1% | -147 | -2.2% | -0.7% | -73 | -2.0% | -74 | -2.1% | -2.1% |
| EBIT | 242 | 3.5% | 216 | 3.3% | 11.9% | 132 | 3.7% | 123 | 3.6% | 6.9% |
| Net financial costs | -11 | -0.2% | -13 | -0.2% | -18.7% | -6 | -0.2% | -8 | -0.2% | -17.3% |
| Gains in joint ventures and associates | 8 | 0.1% | 8 | 0.1% | -4.5% | 5 | 0.1% | 4 | 0.1% | 6.3% |
| Non-recurrent Items | -3 | 0.0% | -5 | -0.1% | n.a. | -2 | -0.1% | -5 | -0.1% | n.a. |
| EBT | 236 | 3.4% | 207 | 3.1% | 14.2% | 128 | 3.6% | 115 | 3.3% | 10.9% |
| Income tax | -54 | -0.8% | -49 | -0.7% | 9.6% | -29 | -0.8% | -27 | -0.8% | 6.5% |
| Net profit | 182 | 2.6% | 158 | 2.4% | 15.6% | 99 | 2.8% | 88 | 2.6% | 12.3% |
| Non controlling interests | -10 | -0.1% | -8 | -0.1% | 25.6% | -5 | -0.1% | -4 | -0.1% | 23.1% |
| Net profit attributable to JM | 172 | 2.5% | 150 | 2.3% | 15.1% | 95 | 2.6% | 85 | 2.5% | 11.8% |
| EPS (€) | 0.27 | 0.24 | 15.1% | 0.15 | 0.13 | 11.8% |
Operating Profit
At the Group level, consolidated EBITDA reached €387.8m, 6.8% more than in the previous year (+10.3% at constant exchange rates). The respective margin was 5.6% (5.5% in H1 15), reflecting the strong sales performance and strict cost management.
Biedronka's EBITDA, in the first six months, grew 7.3% (+13.3% in local currency) to reach €327.3m with the respective margin at 7.0% (6.8% in H1 15). In the second quarter, Biedronka's EBITDA, in local currency, increased 12.0% and 4.8% in euro terms.
Pingo Doce delivered EBITDA of €79.1m, registering a growth of 3.1% on H1 15. EBITDA margin, in line with the same period last year, was at 4.7% in H1 16.
Recheio posted EBITDA of €20.4m with its margin increasing to 5.0% (4.8% in H1 15).
Losses generated by Ara and Hebe, at EBITDA level, came in at €28.0m in the first six months of the year.
Financial Results
Financial charges for the Group were €10.5m, €2.4m below the same period last year due to a reduction in average net debt and a lower cost of debt.
Net Results
The strong operational performance led Net Profit attributable to Jerónimo Martins to grow 15.1% to €172.0m despite the devaluation of the zloty, which had a particularly strong effect in Q2 16.
| (Million Euro) | H1 16 | 2015 | H1 15 |
|---|---|---|---|
| Net Goodwill | 628 | 640 | 646 |
| Net Fixed Assets | 3,026 | 3,060 | 3,002 |
| Total Working Capital | -1,919 | -2,001 | -1,732 |
| Others | 97 | 82 | 110 |
| Invested Capital | 1,833 | 1,780 | 2,026 |
| Total Borrowings | 468 | 658 | 743 |
| Leasings | - | - | - |
| Accrued Interest | 1 | - | 6 |
| Marketable Sec. & Bank Deposits | -195 | -471 | -364 |
| Net Debt | 274 | 187 | 386 |
| Non Controlling Interests | 248 | 252 | 238 |
| Share Capital | 629 | 629 | 629 |
| Reserves and Retained Earnings | 681 | 712 | 773 |
| Shareholders Funds | 1,558 | 1,593 | 1,640 |
| Gearing | 17.6% | 11.7% | 23.5% |
3. Balance Sheet
After the dividend payment of €166.5m in May 2016, Net Debt for the Group at end June was €274.3m and Gearing stood at 17.6%.
Cash Flow
| (Million Euro) | H1 16 | H1 15 |
|---|---|---|
| EBITDA | 388 | 363 |
| Interest Payment | -8 | -13 |
| Other Financial Items | 3 | 11 |
| Income Tax | -60 | -53 |
| Funds From Operations | 323 | 308 |
| Capex Payment | -184 | -188 |
| Working Capital Movement | -39 | -55 |
| Others | - | -4 |
| Free Cash Flow | 99 | 61 |
The Free Cash Flow in the period was €99.0m, €37.6m above the same period in 2015.
Investment Programme
| (Million Euro) | H1 16 | Weight | H1 15 | Weight |
|---|---|---|---|---|
| Biedronka | 77 | 43% | 98 | 55% |
| Distribution Portugal | 74 | 41% | 54 | 30% |
| Others | 29 | 16% | 25 | 14% |
| Total CAPEX | 180 | 100% | 177 | 100% |
The Group Capex was €179.6m in the first six months of the year, 42.6% of which invested in Biedronka.
4. Outlook for 2016
In Poland, growth in consumption demand is still expected. However, in an environment of low food inflation, competition will remain fierce.
Biedronka is focused on capturing growth opportunities while preserving the strong price and cost positioning in the Polish market.
In Portugal, food inflation is also very low and the market remains promotionally driven. Pingo Doce's priority is to consolidate its competitive positioning whilst improving shopping experience.
In Colombia, Ara will open, in H2, its third distribution centre (Bogota) and will focus on its store opening programme for this year.
Losses in Ara and Hebe, at the EBITDA level, are expected not to surpass their 2015 level (€55.5m), at constant exchange rate.
Some socio-economic and political uncertainty, intensified by measures implemented by the Governments, is expected to put pressure on the Companies' cost structures, namely in labour costs.
Notwithstanding, the first half results validate our expectations that, focusing on top line growth, our businesses will deliver their targets. As such, in 2016, the Group expects to invest €550-650m, with Biedronka absorbing c.45% of this value.
5. Subsequent Events
Jerónimo Martins, SGPS, S.A. (the Company) informs that it has reached an agreement with Sociedade Francisco Manuel dos Santos B.V. (SFMS) for the sale to the latter of 100% of its wholly owned subsidiary Monterroio - Industry & Investments B.V. (Monterroio).
The transaction was approved by this Board of Directors, adopted at its meeting on the 26th of July, once assessed the interest of the Company, in compliance with the provisions of Article 410, paragraph 6, of the Portuguese Commercial Companies Code and having been issued prior favourable opinion by the Audit Committee.
The Company has entered the final phase of the negotiations of the sale and purchase agreement. It is foreseen that the transaction, which is expected to involve the receipt by the Company of a total consideration of 310 million euros, will complete in the coming weeks.
Lisbon, 26 July 2016
The Board of Directors
II
CONSOLIDATED MANAGEMENT REPORT APPENDIX
1. Sales Evolution
| Total Sales Growth | LFL Sales Growth | ||||||
|---|---|---|---|---|---|---|---|
| Q1 16 | Q2 16 | H1 16 | Q1 16 | Q2 16 | H1 16 | ||
| Biedronka | |||||||
| Euro | 5.1% | 3.0% | 4.0% | ||||
| PLN | 9.3% | 10.2% | 9.8% | 7.6% | 9.9% | 8.8% | |
| Pingo Doce | 5.8% | 2.2% | 3.9% | 1.9% | -1.5% | 0.1% | |
| Ex-Fuel | 6.3% | 2.5% | 4.3% | 2.1% | -1.4% | 0.3% | |
| Recheio * | 4.4% | 4.1% | 4.2% | 3.8% | 3.4% | 3.6% |
* Restated figure for Q1 16, see note 8.3.
2. Stores Network
| Openings | Closings | ||||||
|---|---|---|---|---|---|---|---|
| Number of Stores | 2015 | Q1 16 | Q2 16 | H1 16 | H1 16 | H1 15 | |
| Biedronka | 2,667 | 26 | 14 | 14 | 2,693 | 2,655 | |
| Pingo Doce | 399 | 3 | 2 | - | 404 | 385 | |
| Recheio | 41 | - | 1 | - | 42 | 41 | |
| Ara | 142 | 8 | 11 | - | 161 | 44 | |
| Hebe | 134 | 1 | 5 | 5 | 135 | 109 |
| Sales Area (sqm) | 2015 | Openings | Closings/ Remodellings |
Network | ||
|---|---|---|---|---|---|---|
| Q1 16 | Q2 16 | H1 16 | H1 16 | H1 15 | ||
| Biedronka | 1,721,897 | 19,329 | 10,743 | 5,421 | 1,746,547 | 1,707,535 |
| Pingo Doce | 479,113 | 3,500 | 1,850 | -376 | 484,839 | 466,155 |
| Recheio | 128,141 | - | 2,696 | - | 130,837 | 128,665 |
| Ara | 43,891 | 2,732 | 3,683 | - | 50,306 | 28,639 |
| Hebe | 30,955 | 225 | 1,282 | 1,311 | 31,150 | 27,709 |
* Restated figure from 1,717,944 published in 2015 FY.
3. EBITDA Margin Breakdown
| (% of sales) | H1 16 | % total | H1 15 | % total |
|---|---|---|---|---|
| Biedronka | 7.0% | 84.4% | 6.8% | 84.0% |
| Pingo Doce | 4.7% | 20.4% | 4.7% | 21.1% |
| Recheio | 5.0% | 5.3% | 4.8% | 5.2% |
| Others & Cons. Adjustments | n.a. | -10.1% | n.a. | -10.3% |
| JM Consolidated | 5.6% | 100% | 5.5% | 100% |
4. Financial Costs Breakdown
| (Million Euro) | H1 16 | H1 15 |
|---|---|---|
| Net Interest | -6 | -12 |
| Exchange Differences | -3 | 1 |
| Others | -2 | -2 |
| Financial Results | -11 | -13 |
5. Working Capital
| (Million Euro) | H1 16 | 2015 | H1 15 |
|---|---|---|---|
| Inventories | 657 | 639 | 621 |
| in days of sales | 17 | 17 | 17 |
| Customers | 58 | 52 | 56 |
| in days of sales | 2 | 1 | 2 |
| Suppliers | -2,233 | -2,320 | -2,088 |
| in days of sales | -58 | -62 | -57 |
| Trade Working Capital | -1,518 | -1,628 | -1,411 |
| in days of sales | -39 | -43 | -38 |
| Others | -400 | -373 | -321 |
| Total Working Capital | -1,919 | -2,001 | -1,732 |
| in days of sales | -50 | -53 | -47 |
6. Net Debt
| (Million Euro) | H1 16 | H1 15 |
|---|---|---|
| Long Term Debt | 329 | 334 |
| as % of Total Borrowings | 70.3% | 45.0% |
| Average Maturity (years) | 2.7 | 3.0 |
| Bond Loans | 150 | - |
| Commercial Paper | 65 | - |
| Other Debt | 114 | 334 |
| Short Term Debt | 139 | 409 |
| as % of Total Borrowings | 29.7% | 55.0% |
| Total Borrowings | 468 | 743 |
| Average Maturity (years) | 1.6 | 1.7 |
| Leasings | - | - |
| Accrued Interest & Hedging | 1 | 6 |
| Marketable Securities & Bank Deposits | -195 | -364 |
| Net Debt | 274 | 386 |
| % Debt in Euros (Total Borrowings + Leasings) | 47.2% | 30.3% |
| % Debt in Zlotys (Total Borrowings + Leasings) | 34.5% | 58.5% |
| % Debt in Pesos (Total Borrowings + Leasings) | 18.3% | 11.2% |
7. Definitions
Like-for-like 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).
Gearing: Net Debt / Shareholder Funds.
8. Restatement Sales in Recheio
Recheio sales reported in 2015 includes intercompany sales that are now being corrected, with impact in the headings Recheio Sales and Other and Consolidated Adjustments.
8.1. Sales Evolution
| Reported | Restated | ||
|---|---|---|---|
| Sales (Million Euro) | H1 15 | H1 15 | |
| Recheio | 393 | 390 | |
| Others & Cons. Adjustments | 26 | 29 |
8.2. Sales Breakdown
| Reported | Restated | ||||||
|---|---|---|---|---|---|---|---|
| Sales (Million Euro) | Q2 15 | H1 15 | Q1 16 | Q2 15 | H1 15 | Q1 16 | |
| Recheio | 213 | 393 | 188 | 211 | 390 | 188 | |
| Others & Cons. Adjustments | -6 | -10 | -4 | -4 | -8 | -4 |
8.3. Sales Growth
| Reported | Restated | ||
|---|---|---|---|
| Total Sales Growth | Q1 16 | Q1 16 | |
| Recheio | 4.3% | 4.4% |
9. P&L - Reconciliation Note
| P&L in page 4 | Income Statement by Functions in the Consolidated Financial Statements |
|---|---|
| Non Recurrent Items in the 'Net | Includes the values in 'Exceptional Operating Profit/Loss' and in 'Gains/Losses in |
| Consolidated Profit' | other investments' |
10. Balance Sheet - Reconciliation Note
(Following ESMA guidelines on Alternative Performance Measures from October 2015)
| Balance Sheet in page 5 | Balance Sheet in the Consolidated Financial Statements |
|---|---|
| Net Goodwill | Includes the value reflected in Note - Fixed assets, intangible assets and investment property |
| Net Fixed Assets | Includes the Balance Sheet headings: Tangible and Intangible assets excluding the net goodwill value |
| Total Working Capital | Includes the Balance Sheet headings: Current Trade debtors, accrued income and deferred costs; Inventories; Biological assets; Trade creditors, accrued costs and deferred income; Employee benefits; the value of Cash and cash equivalents in note Cash and cash equivalents; the value transferred from 'Others' due to its operational nature (€-7.3m in Dec 2015, €-7.3m in Jun 2016 and €-9.7m in Jun 2015). Excludes: Interest accruals and deferrals in note - Financial debt |
| Others | Includes the Balance Sheet headings: Investment property; Investments in joint ventures and associates; Loans to associates; Available-for-sale financial assets; Non-current Trade debtors, accrued income and deferred costs; Deferred tax assets and liabilities; Income tax receivable and payable; and Provisions for risks and contingencies. Excludes: Collateral deposits associated to financial debt (Note - Trade debtors, accrued income and deferred costs); values that were transferred to working capital due to its operational nature (€-7.3m in Dec 2015, €-7.3m in Jun 2016 and €-9.7m in Jun 2015) |
| Invested Capital | |
| Total Borrowings | Includes the Balance Sheet heading: Borrowings excluding leasings |
| Leasing | Includes the value of Financial lease liabilities on Note - Current and non-current loans |
| Accrued Interest | Includes the Balance Sheet heading Derivative financial instruments and the value in Interest accruals and deferrals in note - Financial debt |
| Marketable Sec. & Bank Deposits | Includes: the Balance Sheet heading Cash and cash equivalents and the value of Collateral deposits associated to financial debt (note - Trade debtors, accrued income and deferred costs). Excludes the value in Cash and cash equivalents in note - Cash and cash equivalents |
| Net debt | |
| Non-Controlling Interests | Includes the Balance Sheet heading Non-controlling interests |
| Share Capital | Includes the Balance Sheet heading: Share capital |
| Reserves and Retained Earnings | Includes the Balance Sheet heading: Share premium, Own shares, Other reserves and Retained earnings |
| Shareholders Funds |
11. Cash Flow - Reconciliation Note
(Following ESMA guidelines on Alternative Performance Measures from October 2015)
| Cash Flow in page 6 | Cash Flow in the Consolidated Financial Statements |
|---|---|
| EBITDA | Included in the Cash Flow Statement heading: Cash generated from operations |
| Interest Payment | Includes the Cash Flow Statement headings: Interest paid and Interest received |
| Other Financial Items | Includes the Cash Flow Statement heading: Dividends received |
| Income Tax | Includes the Cash Flow Statement heading: Income tax paid |
| Funds From Operations | |
| Capex Payment | Includes the Cash Flow Statement headings: Disposal of tangible assets; Disposal of Intangible assets; Disposal of financial assets and investment property; Acquisition of tangible assets; Acquisition of intangible assets; Acquisition of financial assets and investment property |
| Working Capital Movement | Included in the Cash Flow Statement heading: Cash generated from operations |
| Others | Included in the Cash Flow Statement heading: Cash generated from operations |
| Free Cash Flow |
12. Information Regarding Individual Financial Statements
In accordance with section b) of paragraph 3 of article 246 of the Portuguese Securities Code, the first half individual financial statements of Jerónimo Martins SGPS, S.A. will not be disclosed as they do not include additional relevant information, compared to the one presented in this report.
OTHER INFORMATION III
Disclosures required by sub-paras. a) and c) of no. 1 of Article 9 and no. 7 of Article 14 of Securities Market Commission (CMVM) regulation no. 5/2008 (with reference to the first half of 2016)
1. Securities issued by the Company, Controlled or Controlling Companies or Companies in the same Group held by Company Officers
| Held on 31.12.15 |
Increases during the period |
Decreases during the period |
Held on 30.06.16 |
|||||
|---|---|---|---|---|---|---|---|---|
| Members of the Board of Directors | Shares | Bonds | Shares | Bonds | Shares | Bonds | Shares | Bonds |
| Pedro Manuel de Castro Soares dos Santos | 274,805 | - | - | - | - | - | 274,805 | - |
| Alan Johnson1 | 30,075 | - | - | - | - | - | n.a. | - |
| Andrzej Szlezak | - | - | - | - | - | - | - | - |
| António Pedro de Carvalho Viana-Baptista | - | - | - | - | - | - | - | - |
| Artur Stefan Kirsten Belonging to company in which is a Director (sec. d), § 2 of Article 447 Commercial Companies Code) 2 |
353,260,814 | - | - | - | - | - | 353,260,814 | - |
| Clara Christina Streit | 800 | - | - | - | - | - | 800 | - |
| Francisco Seixas da Costa | - | - | - | - | - | - | - | - |
| Hans Eggerstedt | 19,700 | - | - | - | - | - | 19,700 | - |
| Henrique Manuel da Silveira e Castro Soares dos Santos | 26,455 3 | - | - | - | - | - | 26,455 3 | - |
| Nicolas Pronk1 Belonging to company in which is a Director (sec. d), § 2 of Article 447 Commercial Companies Code) 4 |
353,260,814 | - | - | - | - | - | n.a. | - |
| Sérgio Tavares Rebelo | - | - | - | - | - | - | - | - |
Board of Directors
1 Ceased his duties as Director on April 14, 2016
2 Sociedade Francisco Manuel dos Santos, B.V.
3 Of which 1,500 shares held by spouse
4 Asteck, S.A.
Statutory Auditor
As at June 30th 2016, the Statutory Auditor PricewaterhouseCoopers & Associados, SROC, Lda., did not hold any shares and bonds of Jerónimo Martins, SGPS, S.A. and had not made any transactions in securities with Jerónimo Martins, SGPS, S.A..
| Shareholder | Nr. of Shares Held |
% Capital |
Nr. of Voting Rights |
% of Voting Rights* |
|---|---|---|---|---|
| Sociedade Francisco Manuel dos Santos, SGPS, S.A. Through Sociedade Francisco Manuel dos Santos, B.V. |
353,260,814 | 56.136% | 353,260,814 | 56.136% |
| Aberdeen Asset Managers Limited Directly |
31,482,477 | 5.003% | 31,482,477 | 5.003% |
| Heerema Holding Company Inc. Through Asteck, S.A. |
31,464,750 | 5.000% | 31,464,750 | 5.000% |
| BNP Paribas Investment Partners, Limited Company Through Investment Funds Managed by BNP Paribas |
13,536,757 | 2.151% | 12,604,860 | 2.006% |
2. List of Shareholders with Qualifying Holdings as at 30 June 2016
Source: Last communications made by the shareholders with qualifying holdings to Jerónimo Martins, SGPS, S.A..
* Based on the total number of shares under the terms of section b), paragraph 3 of article 16 of the Portuguese Securities Code.
STATEMENT OF THE BOARD OF DIRECTORS
Statement of the Board of Directors
Within the terms of paragraph c) n.º1 of article 246 of Portuguese Securities Code, we hereby inform you that to the best of our knowledge:
- i) the information contained in the interim management report is a faithful statement of the evolution of the businesses, of the performance and of the position of Jerónimo Martins, SGPS, S.A. and the companies included within the consolidation perimeter, and contains a description of the main risks and uncertainties which they face; and
- ii) the information contained in the consolidated financial statements, as well as their annexes, was produced in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, the financial situation and the results of Jerónimo Martins, SGPS, S.A. and the companies included in the consolidation perimeter.
Lisbon, 26 July 2016
IV
Pedro Manuel de Castro Soares dos Santos (Chairman of the Board of Directors and Chief Executive Officer)
Andrzej Szlezak (Member of the Board of Directors)
António Pedro de Carvalho Viana-Baptista (Member of the Board of Directors)
A. Stefan Kirsten (Member of the Board of Directors)
Clara Christina Streit (Member of the Board of Directors and Member of the Audit Committee)
Francisco Seixas da Costa (Member of the Board of Directors)
Hans Eggerstedt (Member of the Board of Directors and Member of the Audit Committee)
Henrique Soares dos Santos (Member of the Board of Directors)
Sérgio Tavares Rebelo (Member of the Board of Directors and Chairman of the Audit Committee)
V
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR JUNE 2016 AND 2015
| Euro thousand | |||||
|---|---|---|---|---|---|
| Notes | st Half 1 2016 |
st Half 1 2015 |
nd Quarter 2 2016 |
nd Quarter 2 2015 |
|
| Sales and services rendered | 3 | 6,958,521 | 6,643,998 | 3,582,861 | 3,456,824 |
| Cost of sales | 4 | (5,489,808) | (5,232,736) | (2,825,012) | (2,721,822) |
| Gross profit | 1,468,713 | 1,411,262 | 757,849 | 735,002 | |
| Distribution costs | 4 | (1,111,347) | (1,085,703) | (566,075) | (557,248) |
| Administrative costs | 4 | (115,360) | (109,262) | (59,946) | (54,437) |
| Exceptional operating profits/losses | 4 | (2,408) | (4,713) | (1,468) | (4,672) |
| Operating profit | 239,598 | 211,584 | 130,360 | 118,645 | |
| Net financial costs | 5 | (10,518) | (12,939) | (6,480) | (7,836) |
| Gains in joint ventures and associates | 9 | 7,566 | 7,924 | 4,765 | 4,483 |
| Gains/ losses in other investments | (777) | - | (730) | - | |
| Profit before taxes | 235,869 | 206,569 | 127,915 | 115,292 | |
| Income tax | 6 | (53,692) | (48,988) | (28,550) | (26,800) |
| Profit before non-controlling interests | 182,177 | 157,581 | 99,365 | 88,492 | |
| Attributable to: | |||||
| Non-controlling interests | 10,141 | 8,071 | 4,626 | 3,759 | |
| Jerónimo Martins Shareholders | 172,036 | 149,510 | 94,739 | 84,733 | |
| Basic and diluted earnings per share- Euros | 14 | 0.2738 | 0.2379 | 0.1508 | 0.1348 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Euro thousand | ||||
|---|---|---|---|---|
| st Half 1 2016 |
st Half 1 2015 |
nd Quarter 2 2016 |
nd Quarter 2 2015 |
|
| Net profit | 182,177 | 157,581 | 99,365 | 88,492 |
| 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 | (35,647) | 25,120 | (34,128) | (13,129) |
| Change in fair value of cash flow hedges | (379) | 1,578 | (4) | 1,044 |
| Change in fair value of hedging instruments on foreign operations |
(1,349) | (14,680) | - | (4,716) |
| Change in fair value of available-for-sale financial assets |
297 | 68 | 371 | (100) |
| Related tax | 294 | (841) | 2 | (1,296) |
| (36,784) | 11,245 | (33,759) | (18,197) | |
| Other comprehensive income, net of income tax | (36,784) | 11,245 | (33,759) | (18,197) |
| Total comprehensive income | 145,393 | 168,826 | 65,606 | 70,295 |
| Attributable to: | ||||
| Non-controlling interests | 10,141 | 8,350 | 4,626 | 3,911 |
| Jerónimo Martins Shareholders | 135,252 | 160,476 | 60,980 | 66,384 |
| Total comprehensive income | 145,393 | 168,826 | 65,606 | 70,295 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED BALANCE SHEET AT 30 JUNE 2016 AND 31 DECEMBER 2015
| Euro thousand | |||
|---|---|---|---|
| Notes | 30 June 2016 |
31 December 2015 |
|
| Assets | |||
| Tangible assets | 7 | 2,867,344 | 2,890,113 |
| Investment property | 7 | 18,358 | 20,387 |
| Intangible assets | 7 | 787,031 | 809,796 |
| Investments in joint ventures and associates | 9 | 81,333 | 76,478 |
| Loans to associates | 36 | - | |
| Available-for-sale financial assets | 6,739 | 1,758 | |
| Trade debtors, accrued income and deferred costs | 10 | 119,015 | 118,604 |
| Derivative financial instruments | 8 | - | 122 |
| Deferred tax assets | 59,226 | 56,245 | |
| Total non-current assets | 3,939,082 | 3,973,503 | |
| Inventories | 656,165 | 638,339 | |
| Biological assets | 621 | 409 | |
| Income tax receivable | 2,921 | 1,373 | |
| Trade debtors, accrued income and deferred costs | 10 | 247,619 | 277,275 |
| Derivative financial instruments | 8 | - | 128 |
| Cash and cash equivalents | 11 | 164,025 | 441,688 |
| Total current assets | 1,071,351 | 1,359,212 | |
| Total assets | 5,010,433 | 5,332,715 | |
| Shareholders' equity and liabilities | |||
| Share capital | 629,293 | 629,293 | |
| Share premium | 22,452 | 22,452 | |
| Own shares | (6,060) | (6,060) | |
| Other reserves | (101,176) | (64,392) | |
| Retained earnings | 13 | 765,901 | 760,400 |
| 1,310,410 | 1,341,693 | ||
| Non-controlling interests | 247,999 | 251,526 | |
| Total Shareholders' equity | 1,558,409 | 1,593,219 | |
| Borrowings | 15 | 329,050 | 534,422 |
| Trade creditors, accrued costs and deferred income | 17 | 802 | 813 |
| Derivative financial instruments | 8 | 261 | - |
| Employee benefits | 16 | 43,117 | 42,908 |
| Provisions for risks and contingencies | 16 | 83,755 | 83,947 |
| Deferred tax liabilities | 50,811 | 54,527 | |
| Total non-current liabilities | 507,796 | 716,617 | |
| Borrowings | 15 | 139,110 | 123,510 |
| Trade creditors, accrued costs and deferred income | 17 | 2,776,242 | 2,871,717 |
| Derivative financial instruments | 8 | 6 | 93 |
| Income tax payable | 28,870 | 27,559 | |
| Total current liabilities | 2,944,228 | 3,022,879 | |
| Total Shareholders' equity and liabilities | 5,010,433 | 5,332,715 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Euro thousand
| Shareholders' equity attributable to Shareholders of Jerónimo Martins, SGPS, S.A. | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N o |
Share | Share | Own | Other reserves | Retained | Non | Shareholders' | |||||||||||
| t e s |
capital | premium | shares | Cash flow hedge |
Available-for sale financial assets |
Currency translation reserves |
earnings | Total | controlling interests |
equity | ||||||||
| Balance Sheet as at 1 January 2015 |
629,293 | 22,452 | (6,060) | (2,548) | (157) | (64,562) | 817,398 | 1,395,816 | 242,875 | 1,638,691 | ||||||||
| Equity changes in the 1st Half of 2015 |
||||||||||||||||||
| Currency translation differences |
(38) | 24,656 | 24,618 | 24,618 | ||||||||||||||
| Change in fair value of cash flow hedging |
975 | 975 | 279 | 1,254 | ||||||||||||||
| Change in fair value of hedging instruments on foreign operations |
(14,680) | (14,680) | (14,680) | |||||||||||||||
| Change in fair value of available-for-sale financial investments |
53 | 53 | 53 | |||||||||||||||
| Other comprehensive income |
- | - | - | 937 | 53 | 9,976 | - | 10,966 | 279 | 11,245 | ||||||||
| Net profit | 149,510 | 149,510 | 8,071 | 157,581 | ||||||||||||||
| Total comprehensive income |
- | - | - | 937 | 53 | 9,976 | 149,510 | 160,476 | 8,350 | 168,826 | ||||||||
| Dividends | (153,966) | (153,966) | (13,446) | (167,412) | ||||||||||||||
| Balance Sheet as at 30 June 2015 |
629,293 | 22,452 | (6,060) | (1,611) | (104) | (54,586) | 812,942 | 1,402,326 | 237,779 | 1,640,105 | ||||||||
| Balance Sheet as at 1 January 2016 |
629,293 | 22,452 | (6,060) | 99 | (230) | (64,261) | 760,400 | 1,341,693 | 251,526 | 1,593,219 | ||||||||
| Equity changes in the 1st Half of 2016 |
||||||||||||||||||
| Currency translation differences |
(4) | (35,354) | (35,358) | (35,358) | ||||||||||||||
| Change in fair value of cash flow hedging |
(307) | (307) | (307) | |||||||||||||||
| Change in fair value of hedging instruments on foreign operations |
(1,349) | (1,349) | (1,349) | |||||||||||||||
| Change in fair value of available-for-sale financial investments |
230 | 230 | 230 | |||||||||||||||
| Other comprehensive income |
- | - | - | (311) | 230 | (36,703) | - | (36,784) | - | (36,784) | ||||||||
| Net profit | 172,036 | 172,036 | 10,141 | 182,177 | ||||||||||||||
| Total comprehensive income |
- | - | - | (311) | 230 | (36,703) | 172,036 | 135,252 | 10,141 | 145,393 | ||||||||
| Dividends | 13 | (166,535) | (166,535) | (13,668) | (180,203) | |||||||||||||
| Balance Sheet as at 30 June 2016 |
629,293 | 22,452 | (6,060) | (212) | - | (100,964) | 765,901 | 1,310,410 | 247,999 | 1,558,409 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED CASH FLOW STATEMENT FOR JUNE 2016 AND 2015
| Euro thousand | |||
|---|---|---|---|
| Notes | 2016 | 2015 | |
| Operating Activities | |||
| Cash received from Customers | 7,839,785 | 7,485,487 | |
| Cash paid to suppliers | (6,947,573) | (6,656,561) | |
| Cash paid to employees | (544,934) | (524,375) | |
| Cash generated from operations | 12 | 347,278 | 304,551 |
| Interest paid | (8,672) | (14,264) | |
| Income taxes paid | (59,848) | (52,899) | |
| Cash Flow from operating activities | 278,758 | 237,388 | |
| Investment activities | |||
| Disposals of tangible assets | 341 | 1,705 | |
| Disposals of available-for-sale financial assets | 1,697 | - | |
| Interest received | 816 | 953 | |
| Dividends received | 2,749 | 11,373 | |
| Acquisition of tangible assets | (179,629) | (179,879) | |
| Acquisition of financial investments and Investment property | (5,188) | (2) | |
| Acquisition of intangible assets | (1,720) | (9,508) | |
| Cash flow from investment activities | (180,934) | (175,358) | |
| Financing activities | |||
| Received from loans | 26,583 | 116,002 | |
| Reimbursement of loans | (212,758) | (95,100) | |
| Dividends paid | 13 | (180,203) | (167,412) |
| Cash Flow from financing activities | (366,378) | (146,510) | |
| Net changes in cash and cash equivalents | (268,554) | (84,480) | |
| Cash and cash equivalents changes | |||
| Cash and cash equivalents at the beginning of 1st Half | 441,688 | 430,660 | |
| Net changes in cash and cash equivalents | (268,554) | (84,480) | |
| Effect of currency translation differences | (9,109) | 1,571 | |
| Cash and cash equivalents at the end of 1st Half | 11 | 164,025 | 347,751 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED CASH FLOW STATEMENT FOR THE INTERIM PERIOD
| Euro thousand | ||||
|---|---|---|---|---|
| 1 | 1 | 2 | 2 | |
| st Half | st Half | nd Quarter | nd Quarter | |
| 2016 | 2015 | 2016 | 2015 | |
| Cash Flow from operating activities | 278,758 | 237,388 | 205,171 | 177,877 |
| Cash Flow from investment activities | (180,934) | (175,358) | (88,733) | (81,630) |
| Cash Flow from financing activities | (366,378) | (146,510) | (241,002) | (227,296) |
| Cash and cash equivalents changes | (268,554) | (84,480) | (124,564) | (131,049) |
| 1. | Activity 20 | |
|---|---|---|
| 2. | Accounting policies20 | |
| 3. | Segments reporting21 | |
| 4. | Gross profit and operating costs22 | |
| 5. | Net financial costs 23 | |
| 6. | Income tax recognised in the income statement23 | |
| 7. | Fixed assets, intangible assets and investment property 23 | |
| 8. | Derivative financial instruments 24 | |
| 9. | Investments in joint ventures and associates24 | |
| 10. | Trade debtors, accrued income and deferred costs 24 | |
| 11. | Cash and cash equivalents 24 | |
| 12. | Cash generated from operations 25 | |
| 13. | Dividends25 | |
| 14. | Basic and diluted earnings per share 25 | |
| 15. | Borrowings25 | |
| 16. | Provisions and employee benefits26 | |
| 17. | Trade creditors, accrued costs and deferred income 26 | |
| 18. | Contingencies 27 | |
| 19. | Related parties 27 | |
| 20. | Events after the balance sheet date28 |
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: Rua Actor António Silva, n.º 7, 1649-033 Lisboa
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 26 July 2016.
2. Accounting policies
All amounts are shown in thousand euros (EUR thousand) unless otherwise stated.
The amounts presented for quarters, and the corresponding changes are not audited.
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 2015 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 Consolidated Financial Statements chapter of the 2015 Annual Report, point 30 - Financial risks, the Group, as a result of its normal activity, is exposed to several risks which are monitored and mitigated throughout the year. During the first six months of 2016, there was no material changes in addition to the notes detailed below, that could significantly change the assessment of the risks that the Group is exposed to.
2.1. New standards, amendments and interpretations adopted by the Group
In 2015, the EU issued the following Regulations, which were adopted by the Group from January 1st 2016:
| EU Regulation | IASB Standard or IFRIC Interpretation endorsed by EU |
Issued in | Mandatory for financial years beginning on or after |
|---|---|---|---|
| Regulation no. 28/2015 | Annual Improvements to IFRS's 2010–2012 Cycle: IFRS 2 Share-Based Payment, IFRS 3 Business Combinations, IFRS 8 Operating Segments, IFRS 13 Fair Value Measurement, IAS 16 Property, Plant and Equipment, IAS 24 Related Party Disclosures and IAS 38 Intangible Assets (Amendment) |
December 2013 | February 1, 2015 |
| Regulation no. 29/2015 | IAS 19 Employee Benefits: Defined Benefit Plans - Employee Contributions (Amendment) |
November 2013 | February 1, 2015 |
| Regulation no. 2113/2015 | IAS 16 Property, Plant and Equipment and IAS 41 Agriculture: Bearer Plants (amendment) |
June 2014 | 1 January 2016 |
| Regulation no. 2173/2015 | IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations (amendment) |
May 2014 | 1 January 2016 |
| Regulation no. 2231/2015 | IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: Clarification of Acceptable Methods of Depreciation and Amortisation (amendment) |
May 2014 | 1 January 2016 |
| Regulation no. 2343/2015 | Annual Improvements to IFRS's 2012–2014 Cycle: IFRS 5 Non current Assets Held for Sale and Discontinued Operations, IFRS 7 Financial Instruments: Disclosures, IAS 19 Employee Benefits and IAS 34 Interim Financial Reporting (amendment) |
September 2014 | 1 January 2016 |
| Regulation no. 2406/2015 | IAS 1 Presentation of Financial Statements: Disclosure Initiative (amendment) |
December 2014 | 1 January 2016 |
| Regulation no. 2441/2015 | IAS 27 Separate Financial Statements: Equity Method in Separate Financial Statements (amendment) |
August 2014 | 1 January 2016 |
The Group adopted the new improvements, with no significant impact on the Consolidated Financial Statements.
2.2. New standards, amendments and interpretations issued by IASB and IFRIC, but not yet endorsed by EU
IASB issued in 2016 the following standards and amendments that are still pending endorsement by the EU:
| IASB Standard or IFRIC Interpretation | Issued in | Expected application for financial years beginning on or after |
|---|---|---|
| IFRS 16 Leases (new) | January 2016 | 1 January 2019 |
| IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses (amendment) |
January 2016 | 1 January 2017 |
| IAS 7 Statement of Cash Flows: Disclosure Initiative (amendment) | January 2016 | 1 January 2017 |
| IFRS 15 Revenue from Contracts with Customers: Clarifications (amendment) | April 2016 | 1 January 2018 |
| IFRS 2 Share-based Payment: Classification and Measurement of Transactions (amendment) |
June 2016 | 1 January 2018 |
The new standard IFRS 16 eliminates the classification of leases as either operating leases or finance leases for lessees, as is required by IAS 17 and, instead, introduces a single accounting model, very similar to the current treatment that is given to finance leases in lessee accounts.
This single accounting model provides for the lessee the recognition of: i. assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value, regardless of the lease term; and ii. depreciation of lease assets separately from interest on lease liabilities in the Income Statement.
Management is assessing the impacts that will result from adopting this new standard, and expects that its adoption will have a significant impact on the Group's Consolidated Financial Statements, as result of the capitalisation of the assets which are currently under operating leases and recording their respective liabilities.
Management is also currently evaluating the impact of adopting the remaining amendments to standards already issued, and do not expect any significant impact on the Group's Consolidated Financial Statements.
2.3.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 as follows:
| Euro foreign exchange reference rates (foreign exchange units per 1 Euro) |
Rate on 30 June 2016 |
Average rate for the half year |
|---|---|---|
| Polish Zloty (PLN) | 4.4362 | 4.3661 |
| Swiss Franc (CHF) | 1.0867 | - |
| Colombian Peso (COP) | 3,237.5100 | 3,475.4200 |
3. Segments reporting
Segment information is presented in accordance with internal reporting to Management. Based on this report, the Management evaluates the performance of each segment and allocates the available resources.
Management monitors the performance of the business based on a geographical and business perspective. In accordance with this, the segments are defined as Portugal Retail, Portugal Cash & Carry and Poland Retail. Apart from these there are also other businesses but due to their low materiality are not reported separately.
Business segments:
- Portugal Retail: comprises the business unit of JMR (Pingo Doce supermarkets);
- Portugal Cash & Carry: includes the wholesale business unit Recheio;
- Poland Retail: the business unit with the brand Biedronka;
- Others, eliminations and adjustments: includes i) business units with reduced materiality (Marketing Services and Representations, Restaurants, Agro Business in Portugal, Health and Beauty Retail in Poland, Retail business in Colombia; ii) the Holding Companies; and iii) 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.
R&A – 1 st Half 2016 Notes to the Consolidated Financial Statements
Detailed Information by Business Segments at June 2016 and 2015
| Portugal Retail | Portugal Cash & Carry |
Poland Retail | Others, eliminations and adjustments |
Total JM Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
| Net sales and services | 1,849,722 1,776,493 | 408,301 | 392,847 4,678,335 | 4,499,036 | 22,163 | (24,378) 6,958,521 6,643,998 | ||||
| Inter-segments | 160,340 | 150,226 | 2,082 | 3,028 | 748 | 765 | (163,170) | (154,019) | - | - |
| External customers | 1,689,382 | 1,626,267 | 406,219 | 389,819 4,677,587 | 4,498,271 | 185,333 | 129,641 | 6,958,521 6,643,998 | ||
| Operational cash flow (EBITDA) | 79,104 | 76,695 | 20,427 | 18,864 | 327,255 | 304,906 | (38,992) | (37,378) | 387,794 | 363,087 |
| Depreciations and amortisations | (48,295) | (47,359) | (6,260) | (5,830) | (83,833) | (86,793) | (7,400) | (6,808) | (145,788) | (146,790) |
| Operational result (EBIT) | 30,809 | 29,336 | 14,167 | 13,034 | 243,422 | 218,113 | (46,392) | (44,186) | 242,006 | 216,297 |
| Exceptional operating profits/losses | (2,408) | (4,713) | ||||||||
| Financial results and gains in investments |
(3,729) | (5,015) | ||||||||
| Income tax | (53,692) | (48,988) | ||||||||
| Net result attributable to JM | 172,036 | 149,510 | ||||||||
| Total assets (1) | 1,737,373 1,699,610 | 365,784 | 335,979 2,639,447 2,920,437 | 267,829 | 376,689 5,010,433 5,332,715 | |||||
| Total liabilities (1) | 1,232,327 1,186,485 | 321,502 | 284,181 1,984,572 2,126,974 | (86,377) | 141,856 3,452,024 3,739,496 | |||||
| Investments in fixed assets | 63,517 | 43,156 | 10,531 | 10,763 | 76,542 | 98,142 | 29,053 | 24,940 | 179,643 | 177,001 |
(1) The comparative report is 31th December of 2015
Reconciliation between EBIT and Operational Result
| June 2016 | June 2015 | |
|---|---|---|
| EBIT | 242,006 | 216,297 |
| Non recurrent results | (2,408) | (4,713) |
| Operational Result | 239,598 | 211,584 |
4. Gross profit and operating costs
| June 2016 | June 2015 | |
|---|---|---|
| Net sales and services | 6,958,521 | 6,643,998 |
| Net cost of products sold | (5,482,602) | (5,215,211) |
| Net cash discount and interest paid to suppliers | 8,381 | (3,877) |
| Electronic payment commissions | (11,609) | (9,573) |
| Other supplementary costs | (3,978) | (4,075) |
| Cost of sales | (5,489,808) | (5,232,736) |
| Gross profit | 1,468,713 | 1,411,262 |
| Supplies and services | (252,325) | (244,093) |
| Advertising costs | (38,647) | (36,617) |
| Rents | (163,588) | (164,622) |
| Staff costs | (551,223) | (523,819) |
| Depreciations and amortisations | (144,637) | (145,686) |
| Profit/loss with tangible and intangible assets | (2,043) | (903) |
| Transportation costs | (71,377) | (72,605) |
| Other operational profit/loss | (2,867) | (6,620) |
| Distribution and administrative costs | (1,226,707) | (1,194,965) |
| Legal contingencies | (64) | (162) |
| Losses from organizational restructuring programmes | (2,344) | (4,753) |
| Assets write-offs and gains/losses in sale of tangible assets | - | (8) |
| Others | - | 210 |
| Exceptional operating profits/losses | (2,408) | (4,713) |
| Operating profit | 239,598 | 211,584 |
5. Net financial costs
| June 2016 | June 2015 | |
|---|---|---|
| Interest expense | (6,987) | (13,164) |
| Interest received | 808 | 1,080 |
| Dividends | 37 | 23 |
| Net foreign exchange | (2,651) | 1,063 |
| Other financial costs and gains | (1,719) | (1,942) |
| Fair value of financial investments held for trade: | ||
| Derivative instruments (note 8) | (6) | 1 |
| (10,518) | (12,939) |
The interest expense heading includes the interest regarding loans measured at amortized cost, as well as interest on cash flow hedging instruments (note 8).
Other financial costs and gains include costs with debt issued by the Group, recognised in results through effective interest method.
6. Income tax recognised in the income statement
| June 2016 | June 2015 | |
|---|---|---|
| Current income tax | ||
| Current tax of the year | (62,285) | (55,048) |
| Adjustment to prior year estimation | 1,470 | 356 |
| (60,815) | (54,692) | |
| Deferred tax | ||
| Temporary differences created and reversed | 7,001 | 5,392 |
| Change to the recoverable amount of tax losses and temporary differences from previous years |
(600) | (405) |
| 6,401 | 4,987 | |
| Other gains/losses related to taxes | ||
| Impact of changes in estimates for tax litigations | 722 | 717 |
| 722 | 717 | |
| Total income tax | (53,692) | (48,988) |
Income tax expense is recognised based on the weighted average annual income tax rate expected for the year.
In 2016 the income tax rates for Group companies were the same applied in 2015.
7. Fixed assets, intangible assets and investment property
| Tangible assets | Investment property |
Intangible assets |
Total | |
|---|---|---|---|---|
| Net value at 31 December 2015 | 2,890,113 | 20,387 | 809,796 | 3,720,296 |
| Foreign exchange differences | (59,464) | - | (17,493) | (76,957) |
| Increases | 177,923 | - | 1,720 | 179,643 |
| Disposals and write-offs | (2,392) | (1,744) | (1) | (4,137) |
| Transfers | 4 | - | (4) | - |
| Depreciation and impairment losses | (138,840) | - | (6,987) | (145,827) |
| Fair value changes | - | (285) | - | (285) |
| Net value at 30 June 2016 | 2,867,344 | 18,358 | 787,031 | 3,672,733 |
Net value of intangible assets at 30 June 2016 include Goodwill amounted EUR 628,153 thousand.
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 decreased by EUR 76,957 thousand, which includes a decrease of EUR 12,034 thousand related to Goodwill from business in Poland.
The difference to total of amortisations stated in note 4, relates mainly to the production activities that were attributable to the cost of the goods sold.
8. Derivative financial instruments
| June 2016 | December 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notional | Assets | Liabilities | Notional | Assets | Liabilities | |||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
|||
| Derivatives held for trading | ||||||||||
| Currency forwards (COP) | 834 million COP |
- | - | 6 | - | |||||
| Cash flow hedging derivatives | ||||||||||
| Interest rate swap (PLN) | 206 million PLN |
- | - | - | 261 | 212 million PLN |
- | 122 | - | - |
| Investments in foreign entities hedging derivatives |
||||||||||
| Currency forwards (PLN) | 338 million PLN |
128 | 93 | |||||||
| Total derivatives held for trading | - | - | 6 | - | ||||||
| Total hedging derivatives | 261 | 128 | 122 | 93 | - | |||||
| Total assets/liabilities derivatives | - | - | 6 | 261 | 128 | 122 | 93 | - |
9. Investments in joint ventures and associates
During the 1st half of 2016, the movement under this heading was as follows:
| Joint ventures | Associates | Total | |
|---|---|---|---|
| Balance at 1 January | 75,789 | 689 | 76,478 |
| Equity method: | |||
| Net result | 7,598 | (32) | 7,566 |
| Dividends and other income received | (2,711) | - | (2,711) |
| Balance at 30 June | 80,676 | 657 | 81,333 |
10. Trade debtors, accrued income and deferred costs
| June 2016 | December 2015 | |
|---|---|---|
| Non-current | ||
| Other debtors | 81,803 | 80,849 |
| Collateral deposits associated to financial debt | 34,367 | 34,367 |
| Deferred costs | 2,845 | 3,388 |
| 119,015 | 118,604 | |
| Current | ||
| Commercial customers | 59,223 | 53,501 |
| Other debtors | 61,931 | 87,770 |
| Other taxes receivable | 11,674 | 11,754 |
| Accrued income and deferred costs | 114,791 | 124,250 |
| 247,619 | 277,275 |
Non-current debtors are mainly related to additional corporate income tax liquidation as well as pre-paid corporate income tax, which the Group has already contested and made a legal claim for reimbursement. The debtor's amount is registered at the recoverable value. The Group constitutes provisions for impairment losses whenever there are signs of uncollectable amounts.
11. Cash and cash equivalents
| June 2016 | December 2015 | |
|---|---|---|
| Bank deposits | 126,184 | 129,946 |
| Short-term investments | 34,138 | 306,932 |
| Cash and cash equivalents | 3,703 | 4,810 |
| 164,025 | 441,688 |
12. Cash generated from operations
| June 2016 | June 2015 | |
|---|---|---|
| Net results | 172,036 | 149,510 |
| Adjustments for: | ||
| Non-controlling interests | 10,141 | 8,071 |
| Income tax | 53,692 | 48,988 |
| Depreciations and amortisations | 145,788 | 146,790 |
| Provisions and other operational gains and losses | 2,395 | 4,559 |
| Net financial costs | 10,518 | 12,939 |
| Profit/ Losses in associated companies | (7,566) | (7,924) |
| Profit/ Losses in other investments | 777 | - |
| Profit/ Losses on tangible and intangible assets | 2,053 | 700 |
| 389,834 | 363,633 | |
| Changes in working capital: | ||
| Inventories | (33,469) | (42,119) |
| Trade debtors, accrued income and deferred costs | (6,281) | (7,804) |
| Trade creditors, accrued costs and deferred income | (2,806) | (9,159) |
| 347,278 | 304,551 |
13. Dividends
Dividends distributed in 2016 in the amount of EUR 180,203 thousand, include an amount of EUR 166,535 thousand paid to JMH Shareholders, and an amount of EUR 13,668 thousand paid to non-controlling interests in the Group companies.
14. Basic and diluted earnings per share
| June 2016 | June 2015 | |
|---|---|---|
| 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) |
| Weighted average number of ordinary shares | 628,434,220 | 628,434,220 |
| Diluted net results of the year attributable to ordinary shares | 172,036 | 149,510 |
| Basic and diluted earnings per share – Euros | 0.2738 | 0.2379 |
15. Borrowings
In the first half of the year the Group financing needs were supported by short-term instruments, mainly of commercial paper issues.
Jerónimo Martins Polska issued a new credit line, bank overdraft, with a limit of PLN 180.000 thousand. However the use of external financing, in addition to the existing structure funding, has been occasional, since the requirements have been largely met by loans from other Group companies.
Jerónimo Martins Polska early repaid two loans in a total amount of PLN 400.000 thousand, which had initial maturity in 2017.
Jerónimo Martins Colombia renegotiated the terms and conditions of the credit lines which already held and increased the limits of its short term credit lines in COP 70.000.000 thousand.
For the Portuguese Companies, the Group uses grouped credit lines, which means that the maximum amount approved by a financial entity can be used simultaneously by more than one company. The amount of credit lines which are not being used, amount to EUR 145,800 thousand (2015: EUR 140,000 thousand).
15.1. Current and non-current loans
| June 2016 | December 2015 | |
|---|---|---|
| Non-current loans | ||
| Bank loans | 178,990 | 384,291 |
| Bond loans | 150,000 | 150,000 |
| Financial lease liabilities | 60 | 131 |
| 329,050 | 534,422 | |
| Current loans | ||
| Bank overdrafts | 6,848 | 8,831 |
| Bank loans | 132,115 | 114,491 |
| Financial lease liabilities | 147 | 188 |
| 139,110 | 123,510 |
As a result of JMR bond loan refinancing and re-negotiation of Commercial Paper conditions carried out in December, the average rates of these loans reduced significantly in 2016, from 3.45% to 0.56% and from 2.22% to 0.62%, respectively.
15.2. Financial debt
As the Group contracted several foreign exchange rate risk and interest risk hedging operations, as well as short-term investments, the net consolidated financial debt as at 30 June is as follows:
| June 2016 | December 2015 | |
|---|---|---|
| Non-current loans (note 15.1) | 329,050 | 534,422 |
| Current loans (note 15.1) | 139,110 | 123,510 |
| Derivative financial instruments (note 8) | 267 | (157) |
| Interest on accruals and deferrals | 581 | 473 |
| Bank deposits (note 11) | (126,184) | (129,946) |
| Short-term investments (note 11) | (34,138) | (306,932) |
| Collateral deposits associated to financial debt (note 10) | (34,367) | (34,367) |
| 274,319 | 187,003 |
16. Provisions and employee benefits
| Risks and contingencies |
Employee benefits | ||
|---|---|---|---|
| Balance at 1 January | 83,947 | 42,908 | |
| Set up, reinforced and transfers | 1,449 | 1,411 | |
| Unused and reversed | (1,437) | - | |
| Foreign exchange difference | (87) | - | |
| Used | (117) | (1,202) | |
| Balance at 30 June | 83,755 | 43,117 |
17. Trade creditors, accrued costs and deferred income
| June 2016 | December 2015 | |
|---|---|---|
| Non-current | ||
| Other commercial creditors | 3 | 1 |
| Accrued costs and deferred income | 799 | 812 |
| 802 | 813 | |
| Current | ||
| Other commercial creditors | 2,247,779 | 2,359,812 |
| Other non-commercial creditors | 180,159 | 182,184 |
| Other taxes payables | 83,942 | 76,024 |
| Accrued costs and deferred income | 264,362 | 253,697 |
| 2,776,242 | 2,871,717 |
18. Contingencies
The 2016 Portuguese State Budget law includes a transitory rule that could have a material impact for our Group and, in particular, for the JMR and Recheio subsidiaries.
According to this law 1/4 (one quarter) of all the book gains derived from internal transactions (i.e. transactions between affiliated companies within the same fiscal group) - that under the previous legal framework were not taxable unless (i) a transaction with third parties took place or (ii) the tax group was dissolved – are to be added to the 2016 collectable income and subject to Corporate Income Tax, with an advanced payment to take place in July.
In the late nineties JMR and Recheio and its respective subsidiaries went through a significant restructuring process following several acquisitions and the decision to reorganise the Group's assets. The transactions between the several companies within the JMR and Recheio Groups were made according to the existing legal framework and in line with best practices (arm's length at market value) having generated suspended internal book gains.
Considering that the transactions were all internal, these book gains are obviously eliminated in the consolidation process while still being reflected in the individual accounts.
Based on the initial assessment of our legal and fiscal advisors, we firmly believe that there is sufficient ground to oppose the said rule. Therefore, we are not incorporating the considered amount that results from the application of this 2016 transitory rule - c. EUR 50,000 thousand in taxes – in Jerónimo Martins' first half results.
Following the contingencies mentioned in the 2015 Annual Report, changes occurred on the headings f), g) and j):
- f) The Portuguese Tax Authorities carried out some corrections of VAT rates applied to certain goods sold by some Group Companies. With these corrections the total amount of assessments for the years 2005 to 2013 in Pingo Doce, Feira Nova and Recheio amounted to EUR 1,820 thousand, EUR 1,300 thousand and EUR 551 thousand, respectively. The Board of Directors believes that the Tax Authorities have no grounds to request this payment and these assessments have been challenged;
- g) The Portuguese Tax Authorities carried out some corrections to the CIT from Companies included in the perimeter of the Tax Group headed by Recheio SGPS. With these corrections the total assessments concerning 2007 to 2013, amount to EUR 14,936 thousand. We believe that the Tax Authorities have no grounds to request this payment and these assessments have been challenged. The Lisbon Tax Court has already ruled in favour of Recheio SGPS regarding the 2008 assessment. However Tax Authorities have appealed the said decision;
- j) The Food and Veterinary Department (Direcção-Geral de Alimentação e Veterinária) claimed from Pingo Doce, Recheio and Hussel an amount of EUR 11,207 thousand, EUR 868 thousand and EUR 25 thousand, respectively, in respect of the Food Safety Tax (Taxa de Segurança Alimentar Mais – TSAM) assessed for the years 2012 to 2016. The values at stake have been challenged in Court, since it is understood that this tax is not due, namely on the grounds of the unconstitutional nature of the Statute that approved the TSAM. The disputes are still running its course. Despite, in two cases, the court having decided that the Food Safety Tax is not unconstitutional, the Companies maintain their understanding and have presented the respective appeal to higher courts.
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 other company of the Group in the first half of 2016, neither were there any amounts payable or receivable between them on 30 June 2016.
| Sales and services rendered | Stocks purchased and services supplied | |||
|---|---|---|---|---|
| June 2016 | June 2015 | June 2016 | June 2015 | |
| Joint ventures | 7 | 2 | 50,609 | 50,430 |
| Other related parties (*) | 39 | 49 | 89 | 73 |
Balances and transactions of Group companies with related parties are as follows:
| Trade debtors, accrued income and deferred costs |
Trade creditors, accrued costs and deferred income |
|||
|---|---|---|---|---|
| June 2016 | December 2015 | June 2016 | December 2015 | |
| Joint ventures | 348 | 232 | 21,437 | 5,556 |
| Other related parties (*) | 11 | 54 | 66 | 9 |
(*) 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 adjustments for doubtful debts and no costs were recognised during the year related with bad or doubtful debts with these related parties.
20. Events after the balance sheet date
At the conclusion of this Report, besides the mentioned in paragraph 5 of the Consolidated Management Report, regarding the sale of the subsidiary Monterroio - Industry & Investments B.V., there were no other relevant events to highlight that are not disclosed in the Financial Statements.
Lisbon, 26 July 2016
The Certified Accountant The Board of Directors