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Jeronimo Martins — Interim / Quarterly Report 2018
Aug 9, 2018
1906_ir_2018-08-09_baadbf07-70d3-480f-8f07-f670d267dca2.pdf
Interim / Quarterly Report
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CONSOLIDATED REPORT AND ACCOUNTS
FIRST HALF 2018
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 2018 | 6 |
II – Consolidated Management Report Appendix
| 1. Sales Evolution | 7 |
|---|---|
| 2. Stores Network | 7 |
| 3. EBITDA and EBITDA Margin Breakdown | 7 |
| 4. Financial Costs Breakdown | 7 |
| 5. Working Capital | 8 |
| 6. Net Debt | 8 |
| 7. Definitions | 8 |
| 8. P&L - Reconciliation Note | 9 |
| 9. Balance Sheet - Reconciliation Note | 10 |
| 10. Cash Flow – Reconciliation Note | 11 |
| 11. 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 | 31 |
I - CONSOLIDATED MANAGEMENT REPORT
Message from the Chairman and CEO
Pedro Soares dos Santos
"Our teams delivered strong performances in competitive environments and we posted solid results in the first half of the year. This performance follows the consistent implementation of our strategy and the clear focus on our priorities.
Our banners remained focused on sales growth and committed to reinforcing their positions in the respective markets.
Biedronka added 2pp to its market share in the first half, demonstrating its agility and resilience in dealing with the initial impact of the Sunday trading ban as well as in setting the stage for continued growth. In Colombia, Ara keeps expanding and gaining market relevance.
Aware of the challenges ahead, we will continue to work to deliver sustainable profitable growth."
1. Sales Analysis
| (Million Euro) | H1 18 | H1 17 | D % | Q2 18 | Q2 17 | D % | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % total | % total w/o FX Euro | % total | % total w/o FX Euro | |||||||||
| Biedronka | 5,762 | 68.4% 5,305 68.4% | 7.5% | 8.6% 2,839 67.2% 2,778 68.2% | 3.3% | 2.2% | ||||||
| Pingo Doce | 1,818 | 21.6% 1,738 22.4% | 4.6% | 936 22.2% | 915 22.5% | 2.3% | ||||||
| Recheio | 458 | 5.4% | 442 | 5.7% | 3.5% | 248 | 5.9% | 241 | 5.9% | 2.9% | ||
| Ara | 283 | 3.4% | 185 | 2.4% 66.8% 53.2% | 149 | 3.5% | 98 | 2.4% 60.3% 52.1% | ||||
| Hebe | 94 | 1.1% | 75 | 1.0% 24.6% 25.9% | 47 | 1.1% | 39 | 1.0% 22.7% 21.4% | ||||
| Others & Cons. Adjustments | 12 | 0.1% | 9 | 0.1% | 27.0% | 6 | 0.1% | 5 | 0.1% | 20.0% | ||
| Total JM | 8,426 | 100% 7,754 | 100% | 8.2% | 8.7% 4,225 100% 4,075 100% | 4.7% | 3.7% |
Group sales, at €8.4 bn, were 8.7% above the first Half of 2017 (+8.2% at constant exchange rates).
In the first six months, Group like for like (LFL) sales growth was 4.1%, driven by strong competitive positions. In the second Quarter, LFL was at 0.9%. The swing in the LFL performance from the first Quarter to the second Quarter results mainly from a calendar effect: Easter was in the first Quarter in 2018 and in the second Quarter in 2017. The LFL performance also reflects the more demanding comparison base in the second Quarter for both Poland and Portugal.
In Poland, the consumer environment remained favourable. However, the operating landscape continued to be very competitive and there was a slight increase in promotional activity in response to the implementation of the Sunday trading ban. Food inflation was 3.6% in the first Half (+3.2% in the second Quarter).
Biedronka remained consumer oriented and sales driven. In the last three months, special attention was paid to the changes in consumer behaviour caused by the new regulation.
The banner is adjusting its operations to match the higher sales flow registered in certain days of the week because of shifts in shopping patterns caused by the Sunday closures.
In the first Half, Biedronka delivered sales growth of 8.6% (+7.5% in local currency) to €5.8 bn. LFL performance, at 4.5%, included a flattish basket inflation.
In the second Quarter of 2018, sales grew 2.2% to €2.8 bn and LFL was 0.6%, strongly impacted by the negative calendar effect in April. In the months after Easter (May and June), Biedronka showed its resilience, while dealing with the initial impact of the Sunday trading ban, by posting a like-for-like in line with the first Half of 2018 (above 4%). The Company gained 2p.p. of market share in the period up to May 2018.
Biedronka is on track to deliver its expansion programme for 2018. In the first Half of 2018, the Company opened 30 new stores (9 net additions) and refurbished 87 stores.
Hebe delivered sales of €94 mn, a 25.9% growth in the first Half of 2017 (+24.6% at constant exchange rate) and opened 20 new stores.
In the second Quarter, Hebe's sales grew 21.4% (+22.7% at constant exchange rate) to €47 mn.
In Portugal, the Food Retail sector continued to be highly competitive and promotional. Food inflation was low with an average value of 0.8% in the six-month period (+1.0% in the second Quarter).
Pingo Doce registered in the first Half a solid 3.4% LFL sales growth (excl. fuel) which, combined with the expansion in the number of stores, led to a 4.6% sales increase to €1.8 bn.
In the second Quarter, despite the negative calendar impact in April, sales increased 2.3%, with LFL of 0.7%, to €936 mn. In the after-Easter period (May and June), the Company posted a 4.1% LFL.
Recheio maintained a solid performance and delivered in H1 a 3.0% LFL sales increase (+2.6% in the second Quarter). Sales grew 3.5% (+2.9% in the second Quarter) to €458 mn.
In Colombia, consumer confidence continued to improve, reaching positive levels in May and June. Food inflation remained soft across the period, reaching 1.4% in the first Half (+1.6% in the second Quarter).
Ara delivered sales of €283 mn, 53.2% ahead of the first Half of 2017 (+66.8% at a constant exchange rate). In the second Quarter, sales increased 52.1% (+60.3% at constant exchange rate) to €149 mn.
The banner opened 50 stores in the first six months of 2018, which is in line with the plan to open c.150 stores in the year. The construction of the distribution centre in Bogota planned for this year is close to being finished. The centre is expected to start operating in the third Quarter.
2. Results Analysis
| (Million Euro) | H1 18 | H1 17 | D | Q2 18 | Q2 17 | D | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Sales and Services | 8,426 | 7,754 | 8.7% 4,225 | 4,075 | 3.7% | |||||
| Gross Profit | 1,811 | 21.5% 1,634 | 21.1% | 10.9% | 913 | 21.6% | 856 | 21.0% | 6.7% | |
| Operating Costs | -1,365 -16.2% -1,218 -15.7% | 12.0% | -682 -16.1% | -632 -15.5% | 8.0% | |||||
| EBITDA | 446 | 5.3% | 416 | 5.4% | 7.4% | 231 | 5.5% | 224 | 5.5% | 3.2% |
| Depreciation | -179 | -2.1% | -160 | -2.1% | 11.7% | -90 | -2.1% | -82 | -2.0% | 9.4% |
| EBIT | 268 | 3.2% | 256 | 3.3% | 4.6% | 142 | 3.3% | 142 | 3.5% | -0.3% |
| Net Financial Costs | -13 | -0.2% | - 4 |
0.0% | n.a. | - 9 |
-0.2% | - 4 |
-0.1% | n.a. |
| Gains in Joint Ventures and Associates | 0 | 0.0% | 0 | 0.0% | n.a. | 0 | 0.0% | 0 | 0.0% | n.a. |
| Other Profits/Losses | - 5 |
-0.1% | - 7 |
-0.1% | n.a. | - 3 |
-0.1% | - 6 |
-0.1% | n.a. |
| EBT | 250 | 3.0% | 245 | 3.2% | 1.9% | 130 | 3.1% | 133 | 3.3% | -1.9% |
| Income Tax | -63 | -0.7% | -62 | -0.8% | 0.7% | -31 | -0.7% | -33 | -0.8% | -6.0% |
| Net Profit | 187 | 2.2% | 183 | 2.4% | 2.4% | 99 | 2.3% | 99 | 2.4% | -0.5% |
| Non Controlling Interests | - 7 |
-0.1% | -10 | -0.1% -25.3% | - 4 |
-0.1% | - 4 |
-0.1% | -4.1% | |
| Net Profit Attributable to JM | 180 | 2.1% | 173 | 2.2% | 3.9% | 95 | 2.3% | 95 | 2.3% | -0.3% |
| EPS (€) | 0.29 | 0.27 | 3.9% | 0.15 | 0.15 | -0.3% | ||||
| EPS without Other Profits/Losses (€) | 0.29 | 0.28 | 2.7% | 0.15 | 0.16 | -2.3% |
Operating Profit
Group EBITDA totalled €446 mn in the first Half of 2018, growing 7.4% relative to the previous year (+5.5% at constant exchange rates).
EBITDA & EBITDA Margin
Excluding the impact of Ara and Hebe, EBITDA increased 6.3%, despite the pressure on operating costs, coming mostly from wage rises.
Biedronka's EBITDA was €407 mn, up 8.4% relative to the first Half of 2017 (+7.3% at a constant exchange rate). EBITDA margin was 7.1%, in line with the previous year.
This performance was achieved despite ongoing operational changes necessary to adapt to the ban on Sunday trading.
Pingo Doce registered an EBITDA of €77 mn, 4.5% below the first Half of 2017. EBITDA margin was at 4.2%. The decline from the 4.7% margin posted in the first Half of 2017 reflected the wage increases implemented in Pingo Doce throughout the fourth Quarter of 2017.
Recheio posted EBITDA of €23 mn, 4.6% ahead of the first Half of 2017, with the respective margin at 5.0% (5.0% in the first Half of 2017).
Ara and Hebe, registered EBITDA losses of €45 mn, with Ara accounting for 85% of the total. The comparable losses in the first Half of 2017 were €47 mn.
Financial Results
Net financial costs were €-13 mn, reflecting the higher interest-bearing debt in foreign currencies (Polish Zloty and Colombian Peso). It also includes losses from exchange differences due to the Zloty depreciation.
Other profits/losses
Other profits/losses were €-5 mn in the first Half of 2018, mainly attributed to restructuring costs.
Net Results
Group net profit was €180 mn, 3.9% above the first Half of 2017, driven by the solid operating performance.
3. Balance Sheet
| (Million Euro) | H1 18 | 2017 | H1 17 |
|---|---|---|---|
| Net Goodwill | 632 | 647 | 643 |
| Net Fixed Assets | 3,665 | 3,639 | 3,324 |
| Total Working Capital | -2,256 | -2,496 | -2,142 |
| Others | 87 | 54 | 74 |
| Invested Capital | 2,129 | 1,843 | 1,899 |
| Total Borrowings | 606 | 529 | 467 |
| Leasings | 12 | 8 | 6 |
| Accrued Interest | 2 | 4 | 1 |
| Marketable Sec. & Bank Deposits | -253 | -712 | -390 |
| Net Debt | 367 | -170 | 84 |
| Non Controlling Interests | 217 | 225 | 248 |
| Share Capital | 629 | 629 | 629 |
| Reserves and Retained Earnings | 916 | 1,159 | 938 |
| Shareholders Funds | 1,762 | 2,013 | 1,815 |
| Gearing | 20.8% | -8.5% | 4.6% |
Net debt was €367 mn as at the end of June, reflecting the dividend payment in May in the amount of €385 mn and the working capital seasonality, with gearing at 20.8%.
Cash Flow
| (Million Euro) | H1 18 | H1 17 |
|---|---|---|
| EBITDA | 446 | 416 |
| Interest Payment | -11 | - 7 |
| Other Financial Items | 0 | 0 |
| Income Tax | -96 | -91 |
| Funds From Operations | 339 | 317 |
| Capex Payment | -337 | -288 |
| Change in Working Capital | -136 | -67 |
| Others | - 3 |
- 3 |
| Free Cash-Flow | -137 | -40 |
Cash flow in the period was negative at €137 mn reflecting the seasonality in the working capital and faster capex execution than in the first Half of 2017.
Investment
| (Million Euro) | H1 18 | Weight | H1 17 | Weight |
|---|---|---|---|---|
| Biedronka | 164 | 56% | 86 | 35% |
| Distribution Portugal | 56 | 19% | 55 | 22% |
| Ara | 50 | 17% | 62 | 25% |
| Others | 24 | 8% | 45 | 18% |
| Total CAPEX | 295 | 100% | 249 | 100% |
Group capex amounted to €295 mn, of which 56% was invested in Biedronka and 17% in Ara.
4. Outlook for 2018
The results for the the first half-year show that our businesses are well placed to continue delivering robust performances.
The Polish economy is growing, and we maintain a positive outlook on consumer demand. Biedronka will remain focused on meeting consumer expectations and continue to grow despite having 13 fewer trading days in the second half of 2018 as a result of the new trading regulation.
Pingo Doce and Recheio are well prepared to further reinforce their market positions and to take advantage of favourable consumer and HoReCa environments.
In Colombia, Ara will continue to expand quickly and gain scale. It expects to open 100 stores in the second Half.
Supported by our first Half results, we reiterate our previous guidance: Ara and Hebe's combined losses, at EBITDA level, will be slightly lower than in 2017 at constant exchange rates and capex for the year is expected to amount to €700-750 million. This level of investment in new and established businesses is essential to guarantee future growth and solid returns.
Lisbon, 24 July 2018
The Board of Directors
II – CONSOLIDATED MANAGEMENT REPORT APPENDIX
1. Sales Evolution
| Total Sales Growth | LFL Sales Growth | ||||||
|---|---|---|---|---|---|---|---|
| Q1 18 | Q2 18 | H1 18 | Q1 18 | Q2 18 | H1 18 | ||
| Biedronka | |||||||
| Euro | 15.6% | 2.2% | 8.6% | ||||
| PLN | 11.9% | 3.3% | 7.5% | 8.6% | 0.6% | 4.5% | |
| Pingo Doce | 7.1% | 2.3% | 4.6% | 5.8% | 0.7% | 3.1% | |
| Ex-Fuel | 7.7% | 2.4% | 4.9% | 6.4% | 0.7% | 3.4% | |
| Recheio | 4.2% | 2.9% | 3.5% | 3.6% | 2.6% | 3.0% |
2. Stores Network
| Number of Stores | 2017 | Openings | Closings | H1 18 | H1 17 | |
|---|---|---|---|---|---|---|
| Q1 18 | Q2 18 | H1 18 | ||||
| Biedronka | 2,823 | 11 | 19 | 21 | 2,832 | 2,741 |
| Pingo Doce | 422 | 0 | 3 | 0 | 425 | 417 |
| Recheio | 43 | 0 | 1 | 1 | 43 | 43 |
| Ara | 389 | 25 | 25 | 0 | 439 | 269 |
| Hebe | 182 | 11 | 9 | 2 | 200 | 160 |
| Sales Area (sqm) | 2017 | Openings | Closings/ Remodellings | H1 18 | H1 17 | |
|---|---|---|---|---|---|---|
| Q1 18 | Q2 18 | H1 18 | ||||
| Biedronka* | 1,853,075 | 8,378 | 14,676 | 5,325 | 1,870,804 | 1,788,918 |
| Pingo Doce | 503,897 | 0 | 764 | 0 | 504,661 | 498,692 |
| Recheio | 131,997 | 0 | 3,942 | 2,860 | 133,079 | 131,996 |
| Ara | 133,692 | 9,010 | 8,939 | 0 | 151,642 | 89,672 |
| Hebe | 43,053 | 2,719 | 2,376 | 462 | 47,685 | 37,516 |
* Restated figure from 1,856,992 published in 2017 FY
3. EBITDA and EBITDA Margin Breakdown
| (Million Euro) | H1 18 | Mg | H1 17 | Mg |
|---|---|---|---|---|
| Biedronka | 407 | 7.1% | 375 | 7.1% |
| Pingo Doce | 77 | 4.2% | 81 | 4.7% |
| Recheio | 23 | 5.0% | 22 | 5.0% |
| Others & Cons. Adjustments | -60 | n.a. | -62 | n.a. |
| JM Consolidated | 446 | 5.3% | 416 | 5.4% |
4. Financial Costs Breakdown
| (Million Euro) | H1 18 | H1 17 |
|---|---|---|
| Net Interest | -9 | -6 |
| Exchange Differences | -2 | 4 |
| Others | -2 | -2 |
| Financial Results | -13 | -4 |
5. Working Capital
| (Million Euro) | H1 18 | 2017 | H1 17 |
|---|---|---|---|
| Inventories | 872 | 847 | 777 |
| in days of sales | 19 | 19 | 18 |
| Customers | 64 | 56 | 57 |
| in days of sales | 1 | 1 | 1 |
| Suppliers | -2,717 | -2,849 | -2,526 |
| in days of sales | -58 | -64 | -59 |
| Trade Working Capital | -1,781 | -1,946 | -1,691 |
| in days of sales | -38 | -44 | -39 |
| Others | -475 | -551 | -450 |
| Total Working Capital | -2,256 | -2,496 | -2,142 |
| in days of sales | -48 | -56 | -50 |
6. Net Debt
| (Million Euro) | H1 18 | H1 17 |
|---|---|---|
| Long Term Debt | 217 | 177 |
| as % of Total Borrowings | 35.8% | 38.0% |
| Average Maturity (years) | 2.1 | 2.4 |
| Bond Loans | 0 | 0 |
| Commercial Paper | 0 | 0 |
| Other Debt | 217 | 177 |
| Short Term Debt | 389 | 290 |
| as % of Total Borrowings | 64.2% | 62.0% |
| Total Borrowings | 606 | 467 |
| Average Maturity (years) | 1.0 | 0.9 |
| Leasings | 12 | 6 |
| Accrued Interest & Hedging | 2 | 1 |
| Marketable Securities & Bank Deposits | -253 | -390 |
| Net Debt | 367 | 84 |
| % Debt in Euros (Total Borrowings + Leasings) | 14.6% | 31.7% |
| % Debt in Zlotys (Total Borrowings + Leasings) | 47.0% | 40.6% |
| % Debt in Colombian Pesos (Total Borrowings + Leasings) | 38.5% | 27.7% |
7. 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).
Gearing: Net Debt / Shareholder Funds.
8. P&L – Reconciliation Note
(Following ESMA guidelines on Alternative Performance Measures from October 2015)
| Income Statement (page 4) |
Income Statement by Functions in the Consolidated Report & Accounts - First Half 2018 Results |
|---|---|
| Net Sales and Services | Net sales and services |
| Gross Profit | Gross profit |
| Operating Costs | Includes headings of Distribution costs; Administrative costs; Other operating costs and excludes Depreciations of €-178.6 mn |
| EBITDA | |
| Depreciation | Value reflected in the Other operating costs by nature note |
| EBIT | |
| Net Financial Costs | Net financial costs |
| Gains in Joint Ventures and Associates | Gains (Losses) in joint ventures and associates |
| Other Profits/Losses | Includes headings of Other operating profits/losses; Gains in disposal of business and Gains/Losses in other investments |
| EBT | |
| Income Tax | Income tax |
| Net Profit | |
| Non-Controlling Interests | Non-Controlling interests |
Net Profit Attributable to JM
9. Balance Sheet - Reconciliation Note
(Following ESMA guidelines on Alternative Performance Measures from October 2015)
| Balance Sheet (page 5) |
Balance Sheet in the Consolidated Report & Accounts - First Half 2018 Results |
|---|---|
| Net Goodwill | Included in the heading of Intangible assets |
| Net Fixed Assets | Includes the headings Tangible and Intangible assets excluding the Net goodwill value (€632.4 mn) |
| Total Working Capital | Includes the headings Current trade debtors, Accrued income and Deferred costs; Inventories; Biological assets; Trade creditors, Accrued costs and Deferred income; Employee benefits; the value of €3.9 mn Cash and cash equivalents (note - Cash and cash equivalents) and the value of €-5.5 mn related to 'Others' due to its operational nature. Excludes the value of €-2.1 mn related to Interest accruals and deferrals (note - Financial debt) |
| Others | Includes the headings Investment property; Investments in joint ventures and 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 the value of €34.4 mn related to collateral deposits associated to Financial debt (note - Trade debtors, Accrued income and Deferred costs); and also the value of €-5.5 mn related to others due to their operational nature |
| Invested Capital | |
| Total Borrowings | Includes the heading Borrowings excluding Leasings |
| Leasings | Value reflected in Borrowings note |
| Accrued Interest & Hedging | Includes the heading Derivative financial instruments and the value of €-2.1 mn related to Interest accruals and deferrals (value reflected in note - Financial debt) |
| Marketable Sec. & Bank Deposits | Includes the heading Cash and cash equivalents and the value of €34.4 mn related to collateral deposits associated to Financial debt (reflected in Trade debtors note) and excludes the value of €3.9 mn in Cash and cash equivalents (reflected in note - Cash and cash equivalents) |
| Net Debt | |
| Non-Controlling Interests | Non-Controlling interests |
| Share Capital | Share capital |
| Reserves and Retained Earnings | Includes the heading Share premium, Own shares, Other reserves and Retained earnings |
| Shareholders' Funds |
10.Cash Flow - Reconciliation Note
(Following ESMA guidelines on Alternative Performance Measures from October 2015)
| Cash Flow (page 6) |
Cash Flow in the Consolidated Report & Accounts - First Half 2018 Results |
|---|---|
| EBITDA | Included in the heading of Cash generated from operations |
| Interest Payment | Includes the headings of Interest paid and Interest received |
| Other Financial Items | Dividends received |
| Income Tax | Income tax paid |
| Funds From Operations | |
| Capex Payment | Includes the 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 properties |
| Change in Working Capital | Included in the heading of Cash generated from operations |
| Others | Includes the headings disposal of business (when applicable), being the remaining amount included in the heading Cash generated from operations |
| Free Cash Flow |
11.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.
III – OTHER INFORMATION
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 2018)
1. Securities issued by the Company, Controlled or Controlling Companies or Companies in the same Group held by Company Officers
Board of Directors
| Members of the Board of Directors | Held on 31.12.17 |
Increases during the period |
Decreases during the period |
Held on 30.06.18 |
||||
|---|---|---|---|---|---|---|---|---|
| Shares | Bonds | Shares | Bonds | Shares | Bonds | Shares | Bonds | |
| Pedro Manuel de Castro Soares dos Santos | 274,805 | - | - | - | - | - | 274,805 | - |
| 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)1 |
353,260,814 | - | - | - | - | - | 353,260,814 | - |
| Clara Christina Streit | 800 | - | - | - | - | - | 800 | - |
| Francisco Manuel Seixas da Costa | - | - | - | - | - | - | - | - |
| Hans Eggerstedt | 19,700 | - | - | - | - | - | 19,700 | - |
| Henrique Manuel da Silveira e Castro Soares dos Santos | 26,455 2 | - | - | - | - | - | 26,455 2 | - |
| Sérgio Tavares Rebelo | - | - | - | - | - | - | - | - |
1 Sociedade Francisco Manuel dos Santos, B.V.
2 Of which 1,500 shares held by spouse
Statutory Auditor
As at June 30th 2018, the Statutory Auditor Ernst & Young Audit & Associados - SROC, S.A., did not hold any shares and bonds of Jerónimo Martins, SGPS, S.A. and had not made any transactions with Jerónimo Martins, SGPS, S.A. securities.
2. List of Shareholders with Qualifying Holdings as at 30th June 2018
(Pursuant to paragraph 4 of Article 448 of the Commercial Companies Code and in sub-paragraph b) of paragraph 1 of Article 8 of the Portuguese Securities Code Regulations no. 5/2008)
| Shareholder | No. of Shares Held |
% Capital | No. of Voting Rights |
% of Voting Rights * |
|---|---|---|---|---|
| Sociedade Francisco Manuel dos Santos, SGPS, S.E. Through Sociedade Francisco Manuel dos Santos, B.V. |
353,260,814 | 56.136% | 353,260,814 | 56.136% |
| Heerema Holding Company Inc. Through Asteck, S.A. |
31,464,750 | 5.000% | 31,464,750 | 5.000% |
| BlackRock, Inc. | 14,909,703 | 2.369% | 14,909,703 | 2.369% |
| Baillie Gifford & Co. Through Baillie Gifford Overseas Limited |
12,723,138 | 2.022% | 12,723,138 | 2.022% |
| BNP Paribas Investment Partners, Limited Company Through Investment Funds Managed by BNP Paribas |
13,536,757 | 2.151% | 12,604,860 | 2.003% |
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
Within the terms of paragraph c) n.1 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, 24 July 2018
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)
Artur 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)
Jerónimo Martins, SGPS, S.A. Rua Actor António Silva, nº 7 • 1649-033 Lisbon • Portugal • T.: +351 21 752 61 33 www.jeronimomartins.com
V – CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR THE PERIODS ENDED AT 30 JUNE 2018 AND 2017
| Euro thousand | |||||
|---|---|---|---|---|---|
| Notes | June 2018 |
June 2017 |
2nd Quarter 2018 |
2nd Quarter 2017 |
|
| Sales and services rendered | 3 | 8,425,688 | 7,753,751 | 4,225,404 | 4,075,081 |
| Cost of sales | 4 | (6,614,589) | (6,119,984) | (3,312,207) | (3,219,474) |
| Gross profit | 1,811,099 | 1,633,767 | 913,197 | 855,607 | |
| Distribution costs | 4 | (1,410,359) | (1,254,797) | (705,014) | (651,044) |
| Administrative costs | 4 | (132,946) | (123,058) | (66,659) | (62,563) |
| Other operating profits/losses | 4 | (4,857) | (7,487) | (2,529) | (5,741) |
| Operating profit | 262,937 | 248,425 | 138,995 | 136,259 | |
| Net financial costs | 5 | (13,348) | (3,580) | (8,754) | (3,533) |
| Gains in joint ventures and associates | (1) | (2) | 3 | (1) | |
| Gains/ losses in other investments | - | 2 | - | - | |
| Profit before taxes | 249,588 | 244,845 | 130,244 | 132,725 | |
| Income tax | 6 | (62,722) | (62,304) | (31,382) | (33,387) |
| Profit before non-controlling interests | 186,866 | 182,541 | 98,862 | 99,338 | |
| Attributable to: | |||||
| Non-controlling interests | 7,125 | 9,537 | 3,749 | 3,908 | |
| Jerónimo Martins Shareholders | 179,741 | 173,004 | 95,113 | 95,430 | |
| Basic and diluted earnings per share - Euros | 13 | 0.2860 | 0.2753 | 0.1513 | 0.1519 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED AT 30 JUNE 2018 AND 2017
| Euro thousand | |||||
|---|---|---|---|---|---|
| Notes | June 2018 |
June 2017 |
2nd Quarter 2018 |
2nd Quarter 2017 |
|
| Net profit | 186,866 | 182,541 | 98,862 | 99,338 | |
| Other comprehensive income: | |||||
| Items that will not be reclassified to profit or loss | - | - | - | - | |
| Currency translation differences | (40,589) | 49,832 | (30,832) | 300 | |
| Change in fair value of cash flow hedges | (195) | 508 | 17 | (72) | |
| Change in fair value of hedging instruments on foreign operations | 3,691 | (14,014) | - | (3,704) | |
| Related tax | 416 | (271) | 398 | (178) | |
| Items that may be reclassified to profit or loss | (36,677) | 36,055 | (30,417) | (3,654) | |
| Other comprehensive income, net of income tax | (36,677) | 36,055 | (30,417) | (3,654) | |
| Total comprehensive income | 150,189 | 218,596 | 68,445 | 95,684 | |
| Attributable to: | |||||
| Non-controlling interests | 7,125 | 9,537 | 3,749 | 3,908 | |
| Jerónimo Martins Shareholders | 143,064 | 209,059 | 64,696 | 91,776 | |
| Total comprehensive income | 150,189 | 218,596 | 68,445 | 95,684 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED BALANCE SHEET AT 30 JUNE 2018 AND 31 DECEMBER 2017
| Euro thousand | |||
|---|---|---|---|
| Notes | June | December | |
| Assets | 2018 | 2017 | |
| Tangible assets | 7 | 3,511,433 | 3,474,835 |
| Intangible assets | 7 | 786,419 | 811,040 |
| Investment property | 7 | 11,695 | 13,714 |
| Investments in joint ventures and associates | 2,556 | 1,557 | |
| Other financial investements | 1,321 | 1,417 | |
| Trade debtors, accrued income and deferred costs | 9 | 112,071 | 111,383 |
| Derivative financial instruments | 8 | 28 | 227 |
| Deferred tax assets | 109,546 | 106,025 | |
| Total non-current assets | 4,535,069 | 4,520,198 | |
| Inventories | 866,021 | 841,565 | |
| Biological assets | 6,127 | 5,498 | |
| Income tax receivable | 4,713 | 5,094 | |
| Trade debtors, accrued income and deferred costs | 9 | 402,599 | 387,833 |
| Derivative financial instruments | 8 | 503 | 294 |
| Cash and cash equivalents | 10 | 222,541 | 681,333 |
| Total current assets | 1,502,504 | 1,921,617 | |
| Total assets | 6,037,573 | 6,441,815 | |
| Shareholders' equity and liabilities | |||
| Share capital | 629,293 | 629,293 | |
| Share premium | 22,452 | 22,452 | |
| Own shares | (6,060) | (6,060) | |
| Other reserves | (87,786) | (51,109) | |
| Retained earnings | 987,830 | 1,193,319 | |
| 1,545,729 | 1,787,895 | ||
| Non-controlling interests | 216,617 | 225,298 | |
| Total Shareholders' equity | 1,762,346 | 2,013,193 | |
| Borrowings | 14 | 226,515 | 237,762 |
| Trade creditors, accrued costs and deferred income | 16 | 775 | 779 |
| Employee benefits | 15 | 67,651 | 66,482 |
| Provisions for risks and contingencies | 15 | 28,229 | 29,308 |
| Deferred tax liabilities | 80,101 | 71,579 | |
| Total non-current liabilities | 403,271 | 405,910 | |
| Borrowings | 14 | 391,642 | 299,505 |
| Trade creditors, accrued costs and deferred income | 16 | 3,462,620 | 3,662,293 |
| Derivative financial instruments | 8 | 30 | 2,805 |
| Income tax payable | 17,664 | 58,109 | |
| Total current liabilities | 3,871,956 | 4,022,712 | |
| Total Shareholders' equity and liabilities | 6,037,573 | 6,441,815 |
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. | |||||||||
| Other reserves | |||||||||
| Share capital | Share premium |
Own shares | Cash flow hedge |
Currency translation reserves |
Retained earnings |
Total | Non-controlling interests |
Shareholders' equity |
|
| Balance Sheet as at 1 January 2017 | 629,293 | 22,452 | (6,060) | (237) | (96,628) | 1,189,191 | 1,738,011 | 252,500 | 1,990,511 |
| Equity changes in 2017 | |||||||||
| Currency translation differences | (11) | 49,668 | 49,657 | 49,657 | |||||
| Change in fair value of cash flow hedging | 412 | 412 | 412 | ||||||
| Change in fair value of hedging instruments on foreign operations |
(14,014) | (14,014) | (14,014) | ||||||
| Other comprehensive income | - | - | - | 401 | 35,654 | - | 36,055 | - | 36,055 |
| Net profit | 173,004 | 173,004 | 9,537 | 182,541 | |||||
| Total comprehensive income | - | - | - | 401 | 35,654 | 173,004 | 209,059 | 9,537 | 218,596 |
| Dividends | (380,203) | (380,203) | (13,562) | (393,765) | |||||
| Balance Sheet as at 30 June 2017 | 629,293 | 22,452 | (6,060) | 164 | (60,974) | 981,992 | 1,566,867 | 248,475 | 1,815,342 |
| Balance Sheet as at 1 January 2018 | 629,293 | 22,452 | (6,060) | 184 | (51,293) | 1,193,319 | 1,787,895 | 225,298 | 2,013,193 |
| Equity changes in 2018 | |||||||||
| Currency translation differences | (2) | (40,208) | (40,210) | (40,210) | |||||
| Change in fair value of cash flow hedging | (158) | (158) | (158) | ||||||
| Change in fair value of hedging instruments on foreign operations |
3,691 | 3,691 | 3,691 | ||||||
| Other comprehensive income | - | - | - | (160) | (36,517) | - | (36,677) | - | (36,677) |
| Net profit | 179,741 | 179,741 | 7,125 | 186,866 | |||||
| Total comprehensive income | - | - | - | (160) | (36,517) | 179,741 | 143,064 | 7,125 | 150,189 |
| Dividends (note 12) | (385,230) | (385,230) | (15,806) | (401,036) | |||||
| Balance Sheet as at 30 June 2018 | 629,293 | 22,452 | (6,060) | 24 | (87,810) | 987,830 | 1,545,729 | 216,617 | 1,762,346 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED CASH FLOW STATEMENT FOR JUNE 2018 AND 2017
| Euro thousand | |||
|---|---|---|---|
| Notes | June 2018 |
June 2017 |
|
| Operating Activities | |||
| Cash received from customers | 9,497,323 | 8,732,567 | |
| Cash paid to suppliers | (8,463,026) | (7,764,789) | |
| Cash paid to employees | (727,994) | (621,521) | |
| Cash generated from operations | 11 | 306,303 | 346,257 |
| Interest paid | (12,741) | (8,752) | |
| Income taxes paid | (95,995) | (91,316) | |
| Cash flow from operating activities | 197,567 | 246,189 | |
| Investment activities | |||
| Disposals of tangible fixed assets | 425 | 706 | |
| Disposals of available-for-sale financial assets and investment property | 2,096 | 187 | |
| Interest received | 1,252 | 1,660 | |
| Dividends received | 46 | 37 | |
| Acquisition of tangible fixed assets | (334,443) | (283,862) | |
| Acquisition of intangible assets | (3,695) | (3,909) | |
| Acquisition of financial investments and investment property | - | (551) | |
| Acquisition of joint ventures and associates | (1,000) | (500) | |
| Cash flow from investment activities | (335,319) | (286,232) | |
| Financing activities | |||
| Net change in loans | 14 | 88,185 | 142,174 |
| Dividends paid | 12 | (400,999) | (393,634) |
| Cash flow from financing activities | (312,814) | (251,460) | |
| Net changes in cash and cash equivalents | (450,566) | (291,503) | |
| Cash and cash equivalents changes | |||
| Cash and cash equivalents at the beginning of the year | 681,333 | 643,512 | |
| Net changes in cash and cash equivalents | (450,566) | (291,503) | |
| Effect of currency translation differences | (8,226) | 7,721 | |
| Cash and cash equivalents at the end of 1st Half | 10 | 222,541 | 359,730 |
To be read with the attached notes to the consolidated financial statements
CONSOLIDATED CASH FLOW STATEMENT FOR THE INTERIM PERIOD
| Euro thousand | ||||
|---|---|---|---|---|
| June 2018 |
June 2017 |
2nd Quarter 2018 |
2nd Quarter 2017 |
|
| Cash Flow from operating activities | 197,567 | 246,189 | 105,459 | 324,303 |
| Cash Flow from investment activities | (335,319) | (286,232) | (160,215) | (164,235) |
| Cash Flow from financing activities | (312,814) | (251,460) | (461,369) | (312,677) |
| Cash and cash equivalents changes | (450,566) | (291,503) | (516,125) | (152,609) |
The amounts presented for quarters are not audited.
| 2. | Accounting policies20 | |
|---|---|---|
| 3. | Segments reporting 23 | |
| 4. | Operating costs by nature 24 | |
| 5. | Net financial costs24 | |
| 6. | Income tax recognised in the income statement25 | |
| 7. | Tangible assets, intangible assets and investment property 25 | |
| 8. | Derivative financial instruments26 | |
| 9. | Trade debtors, accrued income and deferred costs 26 | |
| 10. | Cash and cash equivalents 26 | |
| 11. | Cash generated from operations 27 | |
| 12. | Dividends 27 | |
| 13. | Basic and diluted earnings per share27 | |
| 14. | Borrowings27 | |
| 15 | Provisions and employee benefits 28 | |
| 16 | Trade creditors, accrued costs and deferred income 29 | |
| 17 | Contingencies29 | |
| 18 | Related parties 29 | |
| 19 | Events after the balance sheet date 30 |
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 operates in the food area, particularly in the distribution and sale of food and other fast-moving consumer goods products. The Group has operations 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 24 July 2018.
2. Accounting policies
2.1 Basis for preparation
All amounts are shown in thousand euros (EUR thousand) unless otherwise stated.
The amounts presented for quarters, and the corresponding changes are not audited.
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 (EU).
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, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2018, and 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 2017 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 2017 Annual Report, point 31 - 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 2018, 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.
Change in accounting policies and basis for presentation:
2.1.1 New standards, amendments and interpretations adopted by the Group
Between January 2016 and March 2018, the EU issued the following Regulations, which were adopted by the Group from 1 January 2018:
| EU Regulation | IASB Standard or IFRIC Interpretation endorsed by EU |
Issued in | Mandatory for financial years beginning on or after |
|---|---|---|---|
| Regulation no. 1905/2016 | IFRS 15 Revenue from Contracts with Customers (new) | May 2014 | 1January 2018 |
| Regulation no. 2067/2016 | IFRS 9 Financial Instruments (new) | July 2014 | 1January 2018 |
| Regulation no. 1987/2017 | IFRS 15 Revenue from Contracts with Customers: Clarifications (amendment) |
April 2016 | 1January 2018 |
| Regulation no. 1988/2017 | IFRS 4 Insurance Contracts: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (amendment) |
September 2016 | 1January 2018 |
| Regulation no. 182/2018 | Annual Improvements to IFRS's 2014–2016 Cycle: IFRS 1 First Time Adoption of International Financial Reporting Standards and IAS 28 Investments in Associates and Joint Ventures (amendment) |
December 2016 | 1January 2018 |
| Regulation no. 289/2018 | IFRS 2 Share-based Payment: Classification and Measurement of Transactions (Amendment) |
June 2016 | 1January 2018 |
| Regulation no. 400/2018 | IAS 40 Investment Property: Transfers (Amendment) | June 2016 | 1January 2018 |
| Regulation no. 519/2018 | IFRIC 22 Foreign Currency Transactions and Advance Consideration (New) |
December 2016 | 1January 2018 |
The Group adopted the amendments to the existing accounting standards before the beginning of 2018, with no significant impact on its Consolidated Financial Statements.
The Group adopted for the first time the new standards IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments, with no restatement of the comparative Financial Statements. As required by IAS 34, the nature and effect of these changes are disclosed below:
IFRS 15 Revenue from Contracts with Customers
IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. According with the standard, revenue is recognized at the amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
The Group adopted this new standard from 1 January 2018, using the modified retrospective method, with the cumulative effect of the adoption of this standard recognized in the Group's Retained earnings at that date. From the adoption, there was no effect in the Group's Retained earnings at that date.
According with the modified retrospective method, IFRS 15 was applied only to contracts that were not completed at the date of initial adoption, the practical expedient related with contract modifications was not used.
In preparing to adopt and applying IFRS 15, the Group considered the following relevant aspects:
i) Sale of goods
In most of Groups' sales of goods, there is only one performance obligation, resulting in the immediate recognition of revenue with the delivery of the goods to the customer.
A performance obligation is a promise to transfer to the customer goods or services that are distinct.
When there are promotional campaigns that offer, to the customers, performance obligations to be satisfied in future moments, the Group defers the portion of revenue related to the future obligation, and revenue is recognized in profit or loss only when that future obligation is satisfied or expires.
The Group also implemented loyalty programs using customer cards. According to IFRIC 13 Customer Loyalty Programmes, the Group estimates, for sales made using the customer card, the fair value of the benefits attributed to customers, and the revenue is deferred until the moment the benefit is satisfied or expires.
The deferred revenue related with future performance obligations, is shown in the Balance Sheet in the line "Trade creditors, accrued costs and deferred income", and is detailed in the Notes to the Consolidated Financial Statements in an autonomous line designated "Contract liabilities with customers".
Some sales to customers include commercial discounts based on quantity purchased. The Group recognizes the revenue from the sale of goods net of the estimated commercial discount expected to be achieved by the customer for the entire year.
The responsibility with commercial volume discounts expected to be delivered to customers in a future moment is also shown in the line "Trade creditors, accrued costs and deferred income", and is detailed in the Notes to the Consolidated Financial Statements in an autonomous line designated "Contract liabilities with customers".
The application of IFRS 15 did not had a significant impact on how the Group recognizes the revenue from sales of goods to customers.
ii) Rights of return
With the application of IFRS 15, in the sales to customers should be estimated the goods that could be returned by customers, being recognized: a) a responsibility of return, represented by the obligation to deliver to the customer the amount related to the goods returned; and b) a return asset - with adjustment of cost of sales - for the right to receive the goods returned by the customer.
The returns of assets whose responsibility is assumed directly by the Group, does not have the materiality that can impact significantly the Consolidated Financial Statements of the Group.
iii) Warranty obligations
In the sale of goods, the Group provides the warranties arising from the Law, together with the suppliers, and does not sell extensions of warranties that should be recognized as a separate performance obligation.
In this sense, also regarding this aspect, the adoption of IFRS 15 did not had any significant impact on the Group's Consolidated Financial Statements.
iv) The Group as principal or agent
The Group operates in some stores outside the major urban areas through Commercial Mandate contracts celebrated with third parties, with the Group acting as principal, recognizing to that extent the full revenue from sales of these stores.
The application of IFRS 15 did not changed the Group's designation as principal, so it continues to recognize the sales revenue from this group of stores.
IFRS 9 Financial Instruments
The new standard IFRS 9 Financial Instruments that replaces IAS 39 Financial Instruments: Recognition and Measurement, is mainly focused on the following aspects: i) Classification and measurement; ii) Impairment; and iii) Hedge accounting.
The Group adopted this new standard using the retrospective method from 1 January 2018, date when its adoption became mandatory, without restatement of comparative information, nor any effect being recognized in the Group Retained earnings at that date.
i) Classification and measurement
The application of the classification and measurement requirements of IFRS 9, did not have any significant impact on its Consolidated Financial Statements.
ii) Impairment
IFRS 9 requires the Group to record expected credit losses on trade receivables, based on an expected losses model (either on a 12-month expected losses or lifetime basis expected losses), replacing the incurred losses model under IAS 39. The Group applied the simplified approach to trade receivables, recognizing the estimated losses for the entire life of the receivables.
Group's accounting policy already provided for the recognition of a general impairment charge on trade receivables, considering the uncollectable history of each business.
In addition, considering that most of the Group's sales are made on a cash basis, the application of this new impairment recognition model did not have any material impact on its Consolidated Financial Statements.
iii) Hedge accounting
The Group determined that all hedging relationships that were designated as hedge under IAS 39 will continue to qualify as hedge accounting with the adoption of IFRS 9, hence, the application of IFRS 9 hedge requirements did not have any significant impact on the Group's Consolidated Financial Statements.
2.1.2 New standards, amendments and interpretations endorsed by EU but not effective for the financial year beginning 1 January 2018 and not early adopted
The EU endorsed in 2018 several amendments, issued by IASB, to be applied in subsequent periods:
| EU Regulation | IASB Standard or IFRIC Interpretation endorsed by EU |
Issued in | Mandatory for financial years beginning on or after |
|---|---|---|---|
| Regulation no. 498/2018 | IFRS 9 Financial Instruments: Prepayment Features with Negative Compensation (Amendments) |
October 2017 | 1January 2019 |
These amendments are effective for annual periods beginning on or after January 1, 2019 and have not been applied anticipatedly in preparing these Consolidated Financial Statements. They are not expected to have a significant impact on the Group's Consolidated Financial Statements.
2.1.3 New standards, amendments and interpretations issued by IASB and IFRIC, but not yet endorsed by EU
IASB issued in 2018 the following 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 |
|---|---|---|
| IAS 19: Plan Amendment, Curtailment or Settlement (Amendments) | February 2018 | 1 January 2019 |
| Amendments to References to the Conceptual Framework in IFRS Standards (Amendments) | March 2018 | 1 January 2020 |
Management is evaluating the impact of adopting the amendments and does not expect any significant impact on the Group's Consolidated Financial Statements.
2.2. 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 on the Company's equity.
The main exchange rates applied on the balance sheet date are as follows:
| Euro foreign exchange reference rates | Polish Zloty | Swiss Franc | Colombian Peso |
|---|---|---|---|
| ( x foreign exchange units per 1 euro ) | (PLN) | (CHF) | (COP) |
| Rate at 30 June 2018 | 4.3732 | 1.1569 | 3,433.3900 |
| Average rate for the period | 4.2209 | - | 3,446.5300 |
| Rate at 30 June 2017 | 4.2259 | 1.093 | 3,467.2600 |
| Average rate for the period | 4.2656 | - | 3,165.2500 |
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 which 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 which operates under the Biedronka banner;
- Others, eliminations and adjustments: includes i) business units with reduced materiality (Coffee Shops, Agribusiness 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 results recognised under the heading other operating profits/losses.
Detailed Information by Business Segments as at June 2018 and 2017
| Portugal Retail | Portugal Cash & Carry | Poland Retail | Others, eliminations and adjustments |
Total JM Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Net sales and services | 2,018,696 | 1,920,301 | 457,707 | 442,280 | 5,761,571 | 5,304,839 | 187,714 | 86,331 | 8,425,688 | 7,753,751 |
| Inter-segments | 196,982 | 178,670 | 1,324 | 934 | 705 | 723 | (199,011) | (180,327) | - | - |
| External customers | 1,821,714 | 1,741,631 | 456,383 | 441,346 | 5,760,866 | 5,304,116 | 386,725 | 266,658 | 8,425,688 | 7,753,751 |
| Operational cash flow (EBITDA) | 77,234 | 80,868 | 22,930 | 21,913 | 406,504 | 374,990 | (60,237) | (61,925) | 446,431 | 415,846 |
| Depreciations and amortisations | (49,189) | (48,111) | (7,286) | (6,874) | (106,650) | (93,518) | (15,512) | (11,431) | (178,637) | (159,934) |
| Earnings before interest and taxes (EBIT) | 28,045 | 32,757 | 15,644 | 15,039 | 299,854 | 281,472 | (75,749) | (73,356) | 267,794 | 255,912 |
| Other operating profits/losses | (4,857) | (7,487) | ||||||||
| Financial results and gains in investments | (13,349) | (3,580) | ||||||||
| Income tax | (62,722) | (62,304) | ||||||||
| Net result attributable to JM | 179,741 | 173,004 | ||||||||
| Total assets (1) | 1,782,025 | 1,789,365 | 774,460 | 399,904 | 3,284,589 | 3,743,785 | 196,499 | 508,761 | 6,037,573 | 6,441,815 |
| Total liabilities (1) | 1,343,440 | 1,335,184 | 770,565 | 389,210 | 2,545,800 | 2,762,900 | (384,578) | (58,672) | 4,275,227 | 4,428,622 |
| Investments in fixed assets | 40,677 | 47,136 | 15,192 | 7,764 | 164,395 | 86,418 | 73,335 | 107,200 | 293,599 | 248,518 |
(1) The comparative report is 31 December of 2017
Reconciliation between EBIT and Operational Result
| Jun 2018 | Jun 2017 | |
|---|---|---|
| EBIT | 267,794 | 255,912 |
| Other operating profits/losses | (4,857) | (7,487) |
| Operational result | 262,937 | 248,425 |
4. Operating costs by nature
| Jun 2018 | Jun 2017 | |
|---|---|---|
| Cost of goods sold and materials consumed | 6,603,779 | 6,113,359 |
| Changes in inventories of finished goods and work in progress | (1,619) | (266) |
| Net cash discount and interest paid to suppliers | (13,710) | (15,688) |
| Electronic payment commissions | 15,782 | 13,704 |
| Other supplementary costs | 2,161 | 1,465 |
| Supplies and services | 302,099 | 284,381 |
| Advertising costs | 51,674 | 53,019 |
| Rents | 193,890 | 177,150 |
| Staff costs | 725,122 | 625,161 |
| Depreciations and amortisations | 178,637 | 159,952 |
| Profit/loss with tangible and intangible assets | 1,741 | 5,072 |
| Transportation costs | 91,324 | 81,927 |
| Other natures of profit/loss | 11,871 | 6,090 |
| Total | 8,162,751 | 7,505,326 |
4.1 Other operating profits/losses
Operating costs by nature include the following other operating losses and gains considered material, which are excluded from the Group's performance indicators, to assure a better comparability between financial periods:
| Jun 2018 | Jun 2017 | |
|---|---|---|
| Legal contingencies | (15) | - |
| Losses from organizational restructuring programmes | (4,297) | (3,196) |
| Assets write-offs and gains/losses in sale of tangible assets | (545) | (2,932) |
| Donations of educational sponsorship | - | (1,000) |
| Others | - | (359) |
| Total | (4,857) | (7,487) |
5. Net financial costs
| Jun 2018 | Jun 2017 | |
|---|---|---|
| Interest expense | (10,574) | (7,689) |
| Interest received | 1,239 | 1,667 |
| Dividends | 46 | 37 |
| Net foreign exchange | (2,341) | 3,983 |
| Other financial gains and losses | (2,055) | (1,787) |
| Fair value of financial investments held for trade: | ||
| Derivative instruments | 337 | 209 |
| Total | (13,348) | (3,580) |
The interest expense heading includes the interest regarding loans measured at amortised cost, as well as interest on cash flow hedging instruments.
Other financial costs and gains include costs with debt issued by the Group, booked in results through effective interest method.
6. Income tax recognised in the income statement
| Jun 2018 | Jun 2017 | |
|---|---|---|
| Current income tax | ||
| Current tax of the year | (60,782) | (67,772) |
| Adjustment to prior year estimation | (1,712) | 1,784 |
| (62,494) | (65,988) | |
| Deferred tax | ||
| Temporary differences created and reversed | (6,260) | 2,251 |
| Change to the recoverable amount of tax losses and temporary | 841 | 628 |
| differences from previous years | ||
| (5,419) | 2,879 | |
| Other gains/losses related to tax | ||
| Impact of changes in estimates for tax litigations | 5,191 | 805 |
| 5,191 | 805 | |
| Total income tax | (62,722) | (62,304) |
In 2018, JMH reviewed the probabilities of success of the tax litigations processes. The net effect from expected gains and potential losses is disclosed as other gains (losses) related to taxes.
Income tax expense is calculated based on the weighted average annual income tax rate expected for the year.
In 2018 the income tax rates for Group companies were the same applied in 2017, except for Jerónimo Martins Colombia, where the rate decreased from 34% in 2017 to 33%.
7. Tangible assets, intangible assets and investment property
| Investment | ||||
|---|---|---|---|---|
| Tangible assets | Intangible assets | property | Total | |
| Net value at 31 December 2017 | 3,474,835 | 811,040 | 13,714 | 4,299,589 |
| Foreign exchange differences | (80,730) | (20,082) | - | (100,812) |
| Increases | 289,904 | 3,695 | - | 293,599 |
| Disposals and write-offs | (2,162) | (11) | (2,000) | (4,173) |
| Transfers | 1,213 | (1,213) | - | - |
| Depreciation and impairment losses | (171,627) | (7,010) | - | (178,637) |
| Fair value changes | - | - | (19) | (19) |
| Net value at 30 June 2018 | 3,511,433 | 786,419 | 11,695 | 4,309,547 |
Net value of intangible assets at 30 June 2018 include Goodwill amounted EUR 632,443 thousand.
Due to 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 100,812 thousand, which includes a decrease of EUR 14,189 thousand related to Goodwill from business in Poland.
8. Derivative financial instruments
| Jun 2018 | Dec 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notional | Assets | Liabilities | Notional | Assets | Liabilities | |||||
| Current | Non current |
Current | Non current |
Current | Non current |
Current | Non current |
|||
| Derivatives held for trading | ||||||||||
| Currency forwards - stock purchase (EUR/USD) | 0.3 million USD |
3 | - | - | - | - | - | - | - | - |
| Currency forwards - stock purchase (PLN/EUR) | 39 million EUR |
219 | - | 30 | - | 28 million EUR |
- | - | 269 | - |
| Currency forwards - stock purchase (PLN/USD) | 16 million USD |
281 | - | - | - | - | - | - | - | |
| Currency forwards - intercompany loans (PLN) | - | - | - | - | - | 75 million EUR |
294 | - | - | - |
| Cash flow hedging derivatives | ||||||||||
| Interest rate swap (PLN) | 183 million PLN |
- | 28 | - | - | 189 million PLN |
- | 227 | - | - |
| Foreign operation investments hedging derivatives | ||||||||||
| Currency forwards (PLN) | - | - | - | - | - | 600 million PLN |
- | - | 2,536 | - |
| Total derivatives held for trading | 503 | - | 30 | - | 294 | - | 269 | - | ||
| Total hedging derivatives | - | 28 | - | - | - | 227 | 2,536 | - | ||
| Total assets/liabilities derivatives | 503 | 28 | 30 | - | 294 | 227 | 2,805 | - |
9. Trade debtors, accrued income and deferred costs
| Jun 2018 | Dec 2017 | |
|---|---|---|
| Non-current | ||
| Other debtors | 75,957 | 74,664 |
| Collateral deposits associated to financial debt | 34,367 | 34,367 |
| Deferred costs | 1,747 | 2,352 |
| Total | 112,071 | 111,383 |
| Current | ||
| Commercial customers | 64,506 | 56,424 |
| Other debtors | 106,673 | 122,316 |
| Other taxes receivable | 8,555 | 16,019 |
| Accrued income and deferred costs | 222,865 | 193,074 |
| Total | 402,599 | 387,833 |
Non-current debtors are mainly related to additional corporate income tax liquidation as well as pre-paid corporate income tax, which the Group is disputing and regarding which made a legal claim for reimbursement.
The debtor's amount is registered at the recoverable value. The Group registers adjustments for impairment losses whenever there are signs of uncollectable amounts.
10. Cash and cash equivalents
| Jun 2018 | Dec 2017 | |
|---|---|---|
| Bank deposits | 205,571 | 460,235 |
| Short-term investments | 13,024 | 217,199 |
| Cash and cash equivalents | 3,946 | 3,899 |
| Total | 222,541 | 681,333 |
11. Cash generated from operations
| Jun 2018 | Jun 2017 | |
|---|---|---|
| Net results | 179,741 | 173,004 |
| Adjustments for: | ||
| Non-controlling interests | 7,125 | 9,537 |
| Income tax | 62,722 | 62,304 |
| Depreciations and amortisations | 178,637 | 159,952 |
| Provisions and other operational gains and losses | 10,727 | 11,897 |
| Net financial costs | 13,348 | 3,580 |
| Gains/Losses in associated companies | 1 | 2 |
| Gains/Losses in other investments | - | (2) |
| Profit/ Losses in tangible and intangible assets | 1,741 | 5,082 |
| 454,042 | 425,356 | |
| Changes in working capital: | ||
| Inventories | (54,815) | (50,502) |
| Trade debtors, accrued income and deferred costs | (8,275) | (12,449) |
| Trade creditors, accrued costs and deferred income | (84,649) | (16,148) |
| Total | 306,303 | 346,257 |
12. Dividends
Dividends distributed in 2018 totaling EUR 401,036 thousand, were paid to JMH shareholders in the amount of EUR 385,230 thousand, and to non-controlling interests in the Group Companies in the amount of EUR 15,806 thousand.
13. Basic and diluted earnings per share
| Jun 2018 | Jun 2017 | |
|---|---|---|
| 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 | 179,741 | 173,004 |
| Basic and diluted earnings per share – Euros | 0.2860 | 0.2753 |
14. Borrowings
The Group has negotiated several commercial paper programmes in the total amount of EUR 395,000 thousand. Emissions under these programmes are remunerated at the Euribor rate for the respective issue period, plus variable spreads. During the first half of the year, some emissions were carried out for short periods to meet specific cash requirements and to refinance the EUR 100,000 thousand bank loan that had been contracted in December last year.
Jerónimo Martins, SGPS, S.A. and JMR - Prestação de Serviços para a Distribuição, S.A. contracted new bank loans in the total amount of EUR 80.000 thousand, for a tenor up to 6 months.
The short-term lines that Jerónimo Martins Colombia SAS holds with local banks were increased for an amount above COP 260.000.000 thousand, around EUR 75,700 thousand, with one-year maturity, and in COP 60.000.000, around EUR 17,500 thousand, up to 3 years maturity.
14.1 Current and non-current loans
| Foreign | |||||
|---|---|---|---|---|---|
| Jun 2018 | Opening balance | Cash flows | Transfers | exchange | Closing balance |
| difference | |||||
| Non-current loans | |||||
| Bank loans | 231,508 | (909) | (4,133) | (9,765) | 216,701 |
| Financial lease liabilities | 6,254 | 6,041 | (2,062) | (419) | 9,814 |
| Total | 237,762 | 5,132 | (6,195) | (10,184) | 226,515 |
| Current loans | |||||
| Bank overdrafts | 6 | 60,740 | - | (2,116) | 58,630 |
| Bank loans | 297,526 | 23,592 | 4,134 | 5,121 | 330,373 |
| Financial lease liabilities | 1,973 | (1,279) | 2,061 | (116) | 2,639 |
| Total | 299,505 | 83,053 | 6,195 | 2,889 | 391,642 |
| Foreign | |||||
| Dec 2017 | Opening balance | Cash flows | Transfers | exchange | Closing balance |
| difference | |||||
| Non-current loans | |||||
| Bank loans | 111,823 | 132,822 | (18,254) | 5,117 | 231,508 |
| Financial lease liabilities | 3,006 | 5,464 | (2,440) | 224 | 6,254 |
| Total | 114,829 | 138,286 | (20,694) | 5,341 | 237,762 |
| Current loans | |||||
| Bank overdrafts | - | 6 | - | - | 6 |
| Bank loans | 73,622 | 219,098 | 18,254 | (13,448) | 297,526 |
| Bond loans | 150,000 | (150,000) | - | - | - |
| Financial lease liabilities | 959 | (1,482) | 2,440 | 56 | 1,973 |
14.2 Net financial debt
The net consolidated financial debt at the balance sheet date is as follows:
| Jun 2018 | Dec 2017 | |
|---|---|---|
| Non-current loans (note 14.1) | 226,515 | 237,762 |
| Current loans (note 14.1) | 391,642 | 299,505 |
| Derivative financial instruments (note 8) | (501) | 2,284 |
| Interest on accruals and deferrals | 2,113 | 2,019 |
| Bank deposits (note 10) | (205,571) | (460,235) |
| Short-term investments (note 10) | (13,024) | (217,199) |
| Collateral deposits associated to financial debt (note 9) | (34,367) | (34,367) |
| Total | 366,807 | (170,231) |
15 Provisions and employee benefits
| Risks and | Employee benefits | |
|---|---|---|
| contingencies | ||
| Balance at 1 January | 29,308 | 66,482 |
| Set up, reinforced and transfers | 2,451 | 4,327 |
| Unused and reversed | (2,160) | - |
| Foreign exchange difference | (151) | (1,054) |
| Used | (1,219) | (2,104) |
| Balance at 30 June | 28,229 | 67,651 |
16 Trade creditors, accrued costs and deferred income
| Jun 2018 | Dec 2017 | |
|---|---|---|
| Non-current | ||
| Other commercial creditors | 26 | 17 |
| Accrued costs and deferred income | 749 | 762 |
| Total | 775 | 779 |
| Current | ||
| Other commercial creditors | 2,766,546 | 2,913,196 |
| Other non-commercial creditors | 251,406 | 302,020 |
| Other taxes payables | 99,633 | 92,920 |
| Contracts liabilities with customers | 1,068 | - |
| Accrued costs and deferred income | 343,967 | 354,157 |
| Total | 3,462,620 | 3,662,293 |
17 Contingencies
Following the contingencies mentioned in the 2017 Annual Report, occurred the following changes:
Assets recognised in the Consolidated Financial Statements
• Under non-current debtors (note 9), an amount of EUR 69,799 thousand relates to tax liquidations paid to the Tax Administration, already claimed.
That amount reflects the reimbursement received by the Tax Administration in the amount of EUR 3,554 thousand, through a Judgment of the Court of Appeal (Tribunal Central Administrativo Sul) of 2016, relating to one of the judicial appeals presented, which it considered fully valid, ordering the annulment of the related liquidation, and also the counting of compensatory interest in favor of the Group in other cases still in litigation.
18 Related parties
56.136% of the Company is owned by the Sociedade Francisco Manuel dos Santos, B.V., and no transactions occurred between this Company and any other company of the Group in the first Half of 2018, neither were there any amounts payable or receivable between them on 30 June 2018.
Balances and transactions of Group companies with related parties are as follows:
| Other related parties (*) | ||
|---|---|---|
| Jun 2018 | Jun 2017 | |
| Sales and services rendered | 98 | 93 |
| Stocks purchased and services supplied | 58,820 | 59,145 |
| Other related parties (*) | ||
| Jun 2018 | Dec 2017 | |
| Trade debtors, accrued income and deferred costs | 51 | 237 |
| Trade creditors, accrued costs and deferred income | 27,975 | 3,735 |
(*) Other financial investements ,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 trade agreements, 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.
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.
19 Events after the balance sheet date
At the conclusion of this Report there were no relevant events to highlight that are not disclosed in the Financial Statements.
Lisbon, 24 July 2018
The Certified Accountant The Board of Directors