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Jeronimo Martins Interim / Quarterly Report 2019

Nov 27, 2019

1906_10-q_2019-11-27_c26ba099-7199-491c-b52e-8521dd8bac65.pdf

Interim / Quarterly Report

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CONSOLIDATED REPORT AND ACCOUNTS

I 9 MESES I Lisboa, 25 Outubro 2017

2017 RESULTADOS

FIRST NINE MONTHS 2019

Unaudited

INDEX

I – Consolidated Management Report

Message from the Chairman and CEO - Pedro Soares dos Santos 3
1. Sales Analysis 3
2. Results Analysis 4
3. Balance Sheet 5
4. Outlook for 2019 6

II – Consolidated Management Report Appendix

1. The impact of IFRS 16 on Financial Statements 7
2. Sales Evolution 9
3. Stores Network 9
4. Definitions 9
5. Income Statement - Reconciliation Note 10
6. Balance Sheet - Reconciliation Note 11
7. Free Cash Flow – Reconciliation Note 12
8. Information Regarding Individual Financial Statements 12

III – Consolidated Financial Statements

1. Financial Statements 13
2. Notes to the Financial Statements 17

When applying, from the 1st of January 2019, the new accounting standard on leases - IFRS16 – the Group decided to adopt the modified retrospective method, according to which there is no restatement of historical data. As the adoption of the new standard also does not change the way Jerónimo Martins manages and measures the operating performance of its businesses, the below analysis does not consider the application of IFRS16. The impact of this accounting standard on the Group financial statements is presented in the Appendix of this Management Report.

I - CONSOLIDATED MANAGEMENT REPORT

Message from the Chairman and CEO

Pedro Soares dos Santos

'These results highlight our banners' remarkable ability to grow consistently faster than the markets in which they operate.

Our consumer centric approach and the primacy given to sales, while preserving the efficiency of the business models, are the common drivers of our Companies' performance.

In Colombia, a more assertive strategy in terms of assortment and price produced stronger sales growth and provided further validation of the commercial potential of our store network.

Our banners are well prepared for the last and most important quarter of the year. We feel confident that we will deliver another good year both in terms of growth and profitability.'

1. Sales Analysis

(Million Euro) 9M 19 9M 18 D % Q3 19 Q3 18 D %
% total % total excl. FX Euro % total % total excl. FX Euro
Biedronka 9,236 67.6% 8,632 67.4% 8.3% 7.0% 3,172 66.7% 2,871 65.6% 10.9% 10.5%
Pingo Doce 2,912 21.3% 2,829 22.1% 2.9% 1,019 21.4% 1,011 23.1% 0.8%
Recheio 757 5.5% 739 5.8% 2.5% 291 6.1% 281 6.4% 3.4%
Ara 560 4.1% 439 3.4% 34.8% 27.6% 204 4.3% 156 3.6% 40.7% 30.6%
Hebe 180 1.3% 144 1.1% 26.6% 25.0% 63 1.3% 50 1.1% 26.9% 26.4%
Others & Cons. Adjustments 17 0.1% 17 0.1% -1.9% 6 0.1% 6 0.1% -3.2%
Total JM 13,662 100% 12,800 100% 7.9% 6.7% 4,754 100% 4,374 100% 9.3% 8.7%

In the first nine months of the year, Group's net sales grew by 6.7% to €13.7 bn. At constant exchange rates, sales grew by 7.9%, with a like for like (LFL) of 4.7%. In third quarter, sales increased 8.7% (+9.3% at constant exchange rates) and achieved LFL performance of 6.2%.

* Excl. Fuel LFL: 2.4%

In Poland, consumer demand continued to grow, driven by rising household's disposable income.

Food inflation increased until August and then declined slightly in September. In third quarter food inflation was 6.7%, averaging 4.4% in the nine months.

Biedronka maintained its strategic focus on sales performance without losing sight of the efficiency of its business model. This efficiency is particularly important since the Company continues to face cost's inflation.

Sales reached €9.2 bn, an increase of 8.3% in local currency (+7.0% in euros), and the banner strengthened its market share. LFL growth was 5.1% despite the loss of 10 trading days due to the Sunday trading ban regulation.

In third quarter, sales in local currency grew 10.9% to €3.2bn, (+10.5% in euros). The LFL growth of 7.8%, reflects in part the rising food inflation. In some seasonal products, we have recently seen a moderation in price's rises that is likely to lead to lower basket inflation in fourth quarter.

Biedronka opened 46 new stores and closed 14, resulting in 32 net additions in the first nine months, ending the period with a total network of 2,932 stores.

In the nine months, Hebe posted sales of €180 mn, a 26.6% increase in local currency (+25.0% in euros). Despite the impact of 10 additional Sunday closures, LFL was 8.0%.

In third quarter, sales reached €63 mn, an increase of 26.9% in local currency (+26.4% in euros), with a LFL of 8.1%.

Over the first nine months period, Hebe opened 26 stores, ending September with a total network of 255 locations, including 29 standalone pharmacies.

In Portugal, food inflation has remained low, falling in the last months of the period, largely due to lower fruits and vegetables inflation. Food inflation was 0.3% in the first nine months and -0.1% in third quarter, which contrasts with the sharp price increase experienced in these products in third quarter of 2018.

Pingo Doce posted sales growth of 2.9% to €2.9 bn euros. LFL growth (excluding fuel) was 2.4%.

In third quarter, sales increased 0.8% to €1 bn. LFL growth (excluding fuel) was 0.6%, reflecting food deflation in the basket over the quarter.

In the first nine months of the year, the banner opened 5 new stores.

Recheio grew sales by 2.5% to €757 mn. On a LFL basis, sales grew by 3.4%. In third quarter, sales amounted to €291 mn, up 3.4% from third quarter of 2018, with LFL of 3.4%.

In Colombia, consumer demand remained more favourable than in 2018. The food retail sector continued to be very competitive and dynamic.

Ara's sales grew 34.8% in local currency (+27.6% in euros) to €560 mn.

In third quarter, the Company maintained, with good results, its price investment strategy to stimulate sales. This strategy increased sales by 40.7% (+30.6% in euros) to €204 mn, producing a LFL growth of c.20%.

In the first nine months of the year, Ara opened 46 new locations, ending the period with 578 stores.

2. Results Analysis

(Million Euro) 9M 19 9M 18 D Q3 19 Q3 18 D
Net Sales and Services 13,662 12,800 6.7% 4,754 4,374 8.7%
Gross Profit 2,991 21.9% 2,769 21.6% 8.0% 1,058 22.3% 958 21.9% 10.5%
Operating Costs -2,234 -16.4% -2,060 -16.1% 8.5% -773 -16.3% -695 -15.9% 11.2%
EBITDA 757 5.5% 709 5.5% 6.7% 285 6.0% 263 6.0% 8.6%
Depreciation -294 -2.2% -269 -2.1% 9.1% -99 -2.1% -91 -2.1% 8.9%
EBIT 463 3.4% 440 3.4% 5.2% 187 3.9% 172 3.9% 8.4%
Net Financial Costs -24 -0.2% -19 -0.2% 21.4% -
8
-0.2% -
6
-0.1% 30.2%
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 -
6
0.0% -
7
-0.1% n.a. -
2
0.0% -
2
-0.1% n.a.
EBT 434 3.2% 414 3.2% 4.9% 177 3.7% 164 3.7% 8.0%
Income Tax -106 -0.8% -102 -0.8% 4.0% -43 -0.9% -40 -0.9% 8.6%
Net Profit 328 2.4% 311 2.4% 5.2% 134 2.8% 124 2.8% 7.8%
Non-Controlling Interests -25 -0.2% -19 -0.1% 31.6% -13 -0.3% -12 -0.3% 5.7%
Net Profit Attributable to JM 302 2.2% 292 2.3% 3.5% 121 2.6% 112 2.6% 8.0%
EPS (€) 0.48 0.46 3.5% 0.19 0.18 8.0%
EPS without Other Profits/Losses (€) 0.49 0.47 3.4% 0.19 0.18 7.9%

Operating Profit (EBITDA)

The Group's EBITDA reached €757 mn, 6.7% above the value obtained a year ago. At constant exchange rates, EBITDA grew 7.4%, broadly in line with sales growth reflecting the focus of the businesses on preserving their efficiency.

EBITDA & EBITDA Margin EBITDA & EBITDA Margin

Biedronka recorded EBITDA of €665 mn, a growth of 8.3% in zloty (+7.0% in euros). The EBITDA margin was 7.2%, which is in line with the margin obtained in the same period of last year.

The focus on sales growth and sales mix, together with our efforts to increase operational efficiency, allowed us to maintain our commercial intensity while posting a stable EBITDA margin.

Distribution in Portugal generated EBITDA of €189 mn, with the respective margin at 5.1%, above the 5.0% recorded in the same period of 2018.

Ara and Hebe generated EBITDA losses of €56 mn, of which 91% are attributable to Ara. In the first nine months of 2018 EBITDA losses were €65 mn.

Financial Results

Net financial costs were €-24 mn, higher than the €-19 mn recorded in the first nine months of 2018, due to the increase in the amount of debt denominated in Colombian pesos.

Net Results

Group net profit was €302 mn, 3.5% above 9M 18.

3. Balance Sheet

(Million Euro) 9M 19 2018 9M 18
Net Goodwill 632 637 639
Net Fixed Assets 3,906 3,842 3,797
Total Working Capital -2,567 -2,454 -2,355
Others 78 70 74
Invested Capital 2,049 2,096 2,155
Total Borrowings 654 624 604
Financial Leases 17 15 15
Accrued Interest -
1
2 3
Marketable Securities and Bank Deposits -730 -562 -373
Net Debt -60 80 250
Non-Controlling Interests 248 238 229
Share Capital 629 629 629
Reserves and Retained Earnings 1,231 1,149 1,047
Shareholders Funds 2,108 2,016 1,905
Gearing -2.8% 3.9% 13.1%

Net cash position, excluding capitalized operating leases, was €60 mn.

Free Cash Flow

(Million Euro) 9M 19 9M 18
EBITDA 757 709
Interest Payment -22 -17
Other Financial Items 0 0
Income Tax -116 -122
Funds From Operations 619 570
Capex Payment -399 -528
Change in Working Capital 141 -53
Others -
5
-
5
Free Cash Flow 356 -16

Free cash flow generated in the period was €356 mn reflecting a good operating performance as well as a favourable seasonal behaviour of our working capital.

Investment

(Million Euro) 9M 19 Weight 9M 18 Weight
Biedronka 221 55% 283 59%
Distribution Portugal 109 27% 80 17%
Ara 57 14% 75 16%
Others 18 4% 38 8%
Total CAPEX 405 100% 476 100%

Group capex (excluding usage rights acquired under IFRS16) was €405 mn, of which 55% was allocated to Biedronka.

4. Outlook for 2019

The first nine months of the year reflect the competitive strength of all our banners and their ability to conquer market share.

The guidance announced on 27 February* remains therefore valid except for an adjustment in the capex plan.

During the year, we have prioritized the acceleration of Ara's LFL growth as key to increasing sales density and critical to achieving profitability. The performance of these last quarters confirms the rightness of the strategy we are following and, in order to focus on validating store sales' potential, the Company reviewed its calendar of openings, which this year should represent c.110 new locations.

As a result, the capex for 2019 is now estimated at c.€650 mn, a reduction from the €700-750 mn previously forecasted.

\*https://www.jeronimomartins.com/wp-content/uploads/com/2019/Results2018.pdf

Lisbon, 22 October 2019

The Board of Directors

II – CONSOLIDATED MANAGEMENT REPORT APPENDIX

1. The impact of IFRS 16 on Financial Statements

Income Statement by Functions

(Million Euro) 9M 19
IFRS16
9M 19 Excl.
IFRS16
9M 18
Net Sales and Services 13,662 13,662 12,800
Cost of Sales -10,671 -10,671 -10,031
Gross Profit 2,991 2,991 2,769
Distribution Costs -2,239 -2,296 -2,127
Administrative Costs -231 -232 -202
Other Operating Profits/Losses -
8
-
8
-
7
Operating Profit 513 455 433
Net Financial Costs -127 -24 -19
Gains/Losses in Other Investments 2 2 0
Gains in Joint Ventures and Associates 0 0 0
Profit Before Taxes 389 434 414
Income Tax -99 -106 -102
Profit Before Non Controlling Interests 289 328 311
Non-Controlling Interests -23 -25 -19
Net Profit Attributable to JM 267 302 292

Income Statement (Management View)

(Million Euro) 9M 19
IFRS16
9M 19 Excl.
IFRS16
9M 18 Q3 19
IFRS16
Q3 19 Excl.
IFRS16
Q3 18
Net Sales and Services 13,662 13,662 12,800 4,754 4,754 4,374
Gross Profit 2,991 2,991 2,769 1,058 1,058 958
Operating Costs -1,941 -2,234 -2,060 -676 -773 -695
EBITDA 1,049 757 709 382 285 263
Depreciation -528 -294 -269 -177 -99 -91
EBIT 521 463 440 206 187 172
Net Financial Costs -127 -24 -19 -49 -
8
-
6
Gains in Joint Ventures and Associates 0 0 0 0 0 0
Other Profits/Losses -
6
-
6
-
7
-
2
-
2
-
2
EBT 389 434 414 155 177 164
Income Tax -99 -106 -102 -39 -43 -40
Net Profit 289 328 311 115 134 124
Non-Controlling Interests -23 -25 -19 -12 -13 -12
Net Profit Attributable to JM 267 302 292 103 121 112
EPS (€) 0.42 0.48 0.46 0.16 0.19 0.18
EPS without Other Profits/Losses (€) 0.43 0.49 0.47 0.17 0.19 0.18

Balance Sheet

(Million Euro) 9M 19
IFRS16
9M 19 Excl.
IFRS16
2018 9M 18
Net Goodwill 632 632 637 639
Net Fixed Assets 3,906 3,906 3,842 3,797
Net Rights of Use (RoU) 2,209 - - -
Total Working Capital -2,572 -2,567 -2,454 -2,355
Others 85 78 70 74
Invested Capital 4,260 2,049 2,096 2,155
Total Borrowings 654 654 624 604
Financial Leases 17 17 15 15
Capitalised Operating Leases 2,249 - - -
Accrued Interest -
1
-
1
2 3
Marketable Securities and Bank Deposits -730 -730 -562 -373
Net Debt 2,189 -60 80 250
Non-Controlling Interests 246 248 238 229
Share Capital 629 629 629 629
Reserves and Retained Earnings 1,196 1,231 1,149 1,047
Shareholders Funds 2,071 2,108 2,016 1,905

Free Cash Flow

(Million Euro) 9M 19
IFRS16
9M 19 Excl.
IFRS16
9M 18
EBITDA 1,049 757 709
Capitalised Operating Leases Payment -194 - -
Interest Payment -120 -22 -17
Other Financial Items 0 0 0
Income Tax -116 -116 -122
Funds From Operations 619 619 570
Capex Payment -399 -399 -528
Change in Working Capital 140 141 -53
Others -
5
-
5
-
5
Free Cash Flow 356 356 -16

EBITDA and EBITDA Margin Breakdown

(Million Euro) 9M 19
IFRS16
Mg 9M 19 Excl.
IFRS16
Mg 9M 18 Mg
Biedronka 864 9.4% 665 7.2% 622 7.2%
Distribution Portugal 242 6.6% 189 5.1% 178 5.0%
Others & Cons. Adjustments -56 n.a. -97 n.a. -90 n.a.
JM Consolidated 1,049 7.7% 757 5.5% 709 5.5%

Financial Costs Breakdown

(Million Euro) 9M 19
IFRS16
9M 19 Excl.
IFRS16
9M 18
Net Interest -18 -18 -15
Interests on Capitalised Operating Leases -98 - -
Exchange Differences -
8
-
2
-
1
Others -
3
-
3
-
4
Financial Results -127 -24 -19

2. Sales Evolution

Total Sales Growth LFL Sales Growth
Q1 19 Q2 19 H1 19 Q3 19 9M 19 Q1 19 Q2 19 H1 19 Q3 19 9M 19
Biedronka
Euro -0.8% 11.5% 5.2% 10.5% 7.0%
PLN 2.0% 12.1% 7.0% 10.9% 8.3% -1.1% 8.6% 3.7% 7.8% 5.1%
Hebe
Euro 19.8% 28.7% 24.3% 26.4% 25.0%
PLN 23.3% 29.4% 26.4% 26.9% 26.6% 5.4% 10.3% 8.0% 8.1% 8.0%
Pingo Doce 2.6% 5.6% 4.1% 0.8% 2.9% 1.7% 4.9% 3.3% 0.3% 2.2%
Excl. Fuel 2.5% 5.8% 4.2% 1.1% 3.1% 1.6% 5.1% 3.4% 0.6% 2.4%
Recheio 1.9% 2.1% 2.0% 3.4% 2.5% 3.7% 3.2% 3.4% 3.4% 3.4%

3. Stores Network

Number of Stores
2018
Openings Closings 9M 19 9M 18
Q1 19 Q2 19 Q3 19 9M 19
Biedronka 2,900 8 19 19 14 2,932 2,850
Hebe * 230 8 9 9 1 255 207
Pingo Doce 432 2 2 1 0 437 430
Recheio 42 0 0 0 0 42 42
Ara 532 9 16 21 0 578 475

* 9M 19: 255 stores: 29 pharmacies and 226 drugstores (21 of which include a pharmacy)

Sales Area (sqm) 2018 Openings Closings/
Remodellings
9M 19 9M 18
Q1 19 Q2 19 Q3 19 9M 19
Biedronka 1,933,104 5,783 14,182 13,651 1,198 1,965,522 1,888,800
Hebe 55,035 2,000 2,791 2,282 56 62,052 49,431
Pingo Doce 506,754 1,458 1,681 107 -142 510,142 507,117
Recheio 133,826 0 0 0 0 133,826 133,826
Ara 182,005 2,503 4,808 6,190 0 195,506 163,827

4. 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 / Shareholders' Funds.

5. Income Statement – Reconciliation Note

(Following ESMA guidelines on Alternative Performance Measures from October 2015)

Income Statement
(page 7)
Income Statement by Functions in the Consolidated Report &
Accounts – The First Nine Months 2019 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 €-528.4 mn
EBITDA
Depreciation Value reflected in the note - Operating costs by nature
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 (when applicable) and Gains/Losses in other investments
(when applicable)
EBT
Income Tax Income tax
Net Profit
Non-Controlling Interests Non-Controlling interests

Net Profit Attributable to JM

6. Balance Sheet - Reconciliation Note

(Following ESMA guidelines on Alternative Performance Measures from October 2015)

Balance Sheet
(page 8)
Balance Sheet in the Consolidated Report & Accounts
- The First Nine Months 2019 Results
Net Goodwill Included in the heading of Intangible assets
Net Fixed Assets Includes the headings Tangible and Intangible assets excluding the
Net goodwill (€632.1 mn) and Financial leases (€17.5 mn)
Net Right-of-Use Assets (RoU) Includes the heading of Right-of-use assets excluding the Financial
leases (€17.5 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 €-13.1 mn related to 'Others' due to its operational nature.
Excludes the value of €-1.3 mn related to Interest accruals and
deferrals (note – Net financial debt)
Others Includes the headings Investment property; Investments in joint
ventures and associates; Other financial investments; 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 €19.4 mn related to collateral Deposits
associated to Financial debt (note - Trade debtors, accrued income
and deferred costs); and also the value of €-13.1 mn related to Others
due to its operational nature
Invested Capital
Total Borrowings Includes the heading Borrowings current and non-current
Financial Leases Value reflected in the headings of Lease liabilities current and
non-current
Capitalised Operating Leases Value reflected in the headings of Lease liabilities current and non
current excluding Financial leases liabilities (€17.3 mn)
Accrued Interest Includes the heading Derivative financial instruments and the value of
€-1.3 mn related to Interest accruals and deferrals (value reflected in
note – Net financial debt)
Marketable Securities and Bank Deposits Includes the heading Cash and cash equivalents and the value of
€19.4 mn related to collateral deposits associated to Financial debt
(reflected in note - Trade debtors) 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

7. Free Cash Flow - Reconciliation Note

(Following ESMA guidelines on Alternative Performance Measures from October 2015)

Free Cash Flow
(page 8)
Cash Flow in the Consolidated Report & Accounts
- The First Nine Months 2019 Results
EBITDA Included in the heading of Cash generated from operations
Capitalised Operating Leases Payment Included in the heading Leases paid
Interest Payment Includes the headings of Loans interest paid, Leases interest paid
and Interest 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 and investment property;
Acquisition of tangible fixed assets; Acquisition of intangible assets;
Acquisition of financial investments and investment property. It also
includes acquisitions of tangible assets classified as finance leases
under previous regulations (€6.7 mn)
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

8. Information Regarding Individual Financial Statements

In accordance with number 5 of article 10 of the Regulation number 5/2008 of the Portuguese Securities Market Commission (CMVM), the Quarter Individual Financial Statements of Jerónimo Martins SGPS, S.A. are not disclosed as they do not include additional relevant information, compared to the one presented in this report.

III – CONSOLIDATED FINANCIAL STATEMENTS

The Group adopted for the first time on 1 January 2019 the new standard IFRS 16 Leases, with no restatement of the comparative Financial Statements. The comparative information for the year 2018 is not restated (See note 2.1.1.).

CONSOLIDATED INCOME STATEMENT BY FUNCTIONS FOR THE QUARTERS ENDED AT 30 SEPTEMBER 2019 AND 2018

Euro thousand
Notes September
2019
September
2018
3rd Quarter
2019
3rd Quarter
2018
Sales and services rendered 3 13,662,242 12,799,933 4,753,908 4,374,245
Cost of sales 4 (10,671,275) (10,030,836) (3,695,435) (3,416,247)
Gross profit 2,990,967 2,769,097 1,058,473 957,998
Distribution costs 4 (2,239,150) (2,127,224) (771,868) (716,865)
Administrative costs 4 (230,726) (201,946) (80,988) (69,000)
Other operating profits/losses 4.1 (7,993) (7,076) (3,920) (2,219)
Operating profit 513,098 432,851 201,697 169,914
Net financial costs 5 (127,074) (19,452) (49,363) (6,104)
Gains (losses) in joint ventures and associates 167 133 28 134
Gains (losses) in other investments 2,322 - 2,276 -
Profit before taxes 388,513 413,532 154,638 163,944
Income tax 6 (99,043) (102,258) (39,306) (39,536)
Profit before non-controlling interests 289,470 311,274 115,332 124,408
Attributable to:
Non-controlling interests 22,908 19,174 11,883 12,049
Jerónimo Martins Shareholders 266,562 292,100 103,449 112,359
Basic and diluted earnings per share - Euros 13 0.4242 0.4648 0.1646 0.1788

To be read with the attached notes to the consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED AT 30 SEPTEMBER 2019 AND 2018

Euro thousand
Notes September
2019
September
2018
3rd Quarter
2019
3rd Quarter
2018
Net profit 289,470 311,274 115,332 124,408
Other comprehensive income:
Items that will not be reclassified to profit or loss - - - -
Currency translation differences (14,931) (21,954) (28,523) 18,635
Change in fair value of cash flow hedges 8 406 (199) 620 (4)
Change in fair value of hedging instruments on foreign operations 8 (423) 3,691 2,081 -
Related tax (363) 238 (490) (178)
Items that may be reclassified to profit or loss (15,311) (18,224) (26,312) 18,453
Other comprehensive income, net of income tax (15,311) (18,224) (26,312) 18,453
Total comprehensive income 274,159 293,050 89,020 142,861
Attributable to:
Non-controlling interests 22,908 19,174 11,883 12,049
Jerónimo Martins Shareholders 251,251 273,876 77,137 130,812
Total comprehensive income 274,159 293,050 89,020 142,861

To be read with the attached notes to the consolidated financial statements.

CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER AND 31 DECEMBER 2018

Euro thousand
September December
Notes 2019 2018
Assets
Tangible assets 7 3,737,898 3,687,053
Intangible assets 7 782,207 792,514
Investment property 7 7,452 11,676
Right-of-use assets 7 2,226,790 -
Biological assets 3,226 3,398
Investments in joint ventures and associates 5,362 3,245
Other financial investments 1,321 1,321
Trade debtors, accrued income and deferred costs 9 86,216 84,713
Deferred tax assets 123,410 114,840
Total non-current assets 6,973,882 4,698,760
Inventories 897,114 970,653
Biological assets 5,498 3,790
Income tax receivable 7,136 5,035
Trade debtors, accrued income and deferred costs 9 361,424 435,642
Derivative financial instruments 8 1,965 59
Cash and cash equivalents 10 714,958 545,988
Total current assets 1,988,095 1,961,167
Total assets 8,961,977 6,659,927
Shareholders' equity and liabilities
Share capital 629,293 629,293
Share premium 22,452 22,452
Own shares (6,060) (6,060)
Other reserves (92,357) (77,046)
Retained earnings 12 1,271,580 1,209,259
1,824,908 1,777,898
Non-controlling interests 246,004 238,356
Total Shareholders' equity 2,070,912 2,016,254
Borrowings 14 234,382 288,390
Lease liabilities 15 1,900,313 -
Trade creditors, accrued costs and deferred income 18 768 774
Derivative financial instruments 8 - 62
Employee benefits 17 71,135 65,069
Provisions for risks and contingencies 17 27,843 26,565
Deferred tax liabilities 60,289 75,627
Total non-current liabilities 2,294,730 456,487
Borrowings 14 419,672 350,814
Lease liabilities 15 365,691 -
Trade creditors, accrued costs and deferred income 18 3,759,761 3,794,411
Derivative financial instruments 8 37 159
Income tax payable 51,174 41,802
Total current liabilities 4,596,335 4,187,186
Total Shareholders' equity and liabilities 8,961,977 6,659,927

To be read with the attached notes to the consolidated financial statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS´EQUITY FOR THE PERIODS ENDED AT 30 SEPTEMBER 2019 AND 2018

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 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 (4) (21,750) (21,754) (21,754)
Change in fair value of cash flow hedging (161) (161) (161)
Change in fair value of hedging instruments on
foreign operations
3,691 3,691 3,691
Other comprehensive income - - - (165) (18,059) - (18,224) - (18,224)
Net profit 292,100 292,100 19,174 311,274
Total comprehensive income - - - (165) (18,059) 292,100 273,876 19,174 293,050
Dividends (385,230) (385,230) (15,806) (401,036)
Balance Sheet as at 30 September 2018 629,293 22,452 (6,060) 19 (69,352) 1,100,189 1,676,541 228,666 1,905,207
Balance Sheet as at 1 January 2019 629,293 22,452 (6,060) (50) (76,996) 1,209,259 1,777,898 238,356 2,016,254
Equity changes in 2019
Currency translation differences (6) (15,211) (15,217) (15,217)
Change in fair value of cash flow hedging 329 329 329
Change in fair value of hedging instruments on
foreign operations
(423) (423) (423)
Other comprehensive income - - - 323 (15,634) - (15,311) - (15,311)
Net profit 266,562 266,562 22,908 289,470
Total comprehensive income - - - 323 (15,634) 266,562 251,251 22,908 274,159
Dividends (note 12) (204,241) (204,241) (15,260) (219,501)
Balance Sheet as at 30 September 2019 629,293 22,452 (6,060) 273 (92,630) 1,271,580 1,824,908 246,004 2,070,912

To be read with the attached notes to the consolidated financial statements

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIODS ENDED AT 30 SEPTEMBER 2019 AND 2018

Euro thousand
Notes September
2019
September
2018
Operating Activities
Cash received from customers 15,396,072 14,427,545
Cash paid to suppliers (13,048,957) (12,710,077)
Cash paid to employees (1,162,980) (1,067,855)
Cash generated from operations 11 1,184,135 649,613
Loans interest paid (23,671) (18,521)
Leases interest paid (98,231) -
Income taxes paid (116,052) (122,026)
Cash flow from operating activities 946,181 509,066
Investment activities
Disposals of tangible fixed assets 1,365 1,545
Disposals of other financial investments and investment property 5,000 2,096
Interest received 2,166 1,490
Dividends received 96 46
Acquisition of tangible fixed assets (388,861) (522,811)
Acquisition of intangible assets (7,440) (7,245)
Acquisition of joint ventures and associates (2,000) (1,500)
Cash flow from investment activities (389,674) (526,379)
Financing activities
Net change in loans 14 37,492 84,947
Leases paid 15 (198,487) -
Dividends paid 12 (219,501) (400,999)
Cash flow from financing activities (380,496) (316,052)
Net changes in cash and cash equivalents 176,011 (333,365)
Cash and cash equivalents changes
Cash and cash equivalents at the beginning of the year 545,988 681,333
Net changes in cash and cash equivalents 176,011 (333,365)
Effect of currency translation differences (7,041) (5,544)
Cash and cash equivalents at the end of 9 Months 10 714,958 342,424

To be read with the attached notes to the consolidated financial statements

CONSOLIDATED CASH FLOW STATEMENT FOR THE INTERIM PERIOD

Euro thousand
September September 3rd Quarter 3rd Quarter
2019 2018 2019 2018
Cash Flow from operating activities 946,181 509,066 435,218 311,499
Cash Flow from investment activities (389,674) (526,379) (135,036) (191,060)
Cash Flow from financing activities (380,496) (316,052) (68,740) (3,238)
Cash and cash equivalents changes 176,011 (333,365) 231,442 117,201

The amounts presented for quarters are not audited.

2. Accounting policies18
3. Segments reporting21
4. Operating costs by nature 22
5. Net financial costs23
6. Income tax recognised in the income statement23
7. Tangible assets, intangible assets, investment property and right-of-use assets 24
8. Derivative financial instruments24
9. Trade debtors, accrued income and deferred costs 24
10. Cash and cash equivalents 25
11. Cash generated from operations 25
12. Dividends 25
13. Basic and diluted earnings per share25
14. Borrowings26
15. Lease liabilities 26
16. Financial debt26
17. Provisions and employee benefits27
18. Trade creditors, accrued costs and deferred income27
19. Contingencies27
20. Related parties 28
21. 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.

The 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 22 October 2019.

2. Accounting policies

2.1. Basis for preparation

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

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 2019, 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 2018 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 2018 Annual Report, point 29 - 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 nine months of 2019, 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 November 2017 and March 2019, the EU issued the following Regulations, which were adopted by the Group from 1 January 2019:

EU Regulation IASB Standard or IFRIC Interpretation
endorsed by EU
Issued in Mandatory for
financial years
beginning on or after
Regulation no. 1986/2017 IFRS 16 Leases (new) January 2016 1 January 2019
Regulation no. 498/2018 IFRS 9 Financial Instruments: Prepayment Features with Negative
Compensation (amendments)
October 2017 1 January 2019
Regulation no. 1595/2018 IFRIC 23 Uncertainty over Income Tax Treatments (new) June 2017 1 January 2019
Regulation no. 237/2019 IAS 28 Investments in Associates and Joint Ventures: Long-term
Interests in Associates and Joint Ventures (amendments)
October 2017 1 January 2019
Regulation no. 402/2019 IAS 19: Employee Benefits: Plan Amendment, Curtailment or
Settlement (amendments)
February 2018 1 January 2019
Regulation no. 412/2019 Annual Improvements to IFRS's 2015–2017 Cycle: IFRS 3
Business Combinations; IFRS 11 Joint Arrangements; IAS 12
Income Taxes and IAS 23 Borrowing Costs (amendments)
December 2017 1 January 2019

The Group adopted the amendments and the new interpretation, with no significant impact on its Consolidated Financial Statements, except for the adoption of the new standard IFRS 16 Leases.

The Group adopted for the first time the new standard IFRS 16 Leases, with no restatement of the comparative Financial Statements. As required by IAS 34, the nature and effect of these changes are disclosed below:

IFRS 16 Leases

The new standard IFRS 16 eliminated the classification of leases as either operating leases or finance leases for lessees, as it was required by IAS 17 and, instead, introduced a single accounting model, very similar to the previous treatment that was given to finance leases in lessee accounts.

This single accounting model provides for the lessee the recognition of: i. assets and liabilities in the Balance Sheet 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.

The Group adopted the new standard from 1 January 2019, using the modified retrospective approach in its consolidated accounts, with no restatement of the 2018 comparative accounts and no impact on Group's Shareholder Equity at transition date.

The Group's operating leases relate mostly to store and warehouse rent contracts. In respect to its previous commitments regarding operating leases, in transition, the Group recognised at 1 January 2019 in the consolidated Balance Sheet right-of-use assets in the amount of EUR 2,403,441 thousand, lease liabilities in the amount of EUR 2,398,006 thousand and an adjustment in accruals and deferrals in the amount of EUR 5,435 thousand.

In respect to its previous commitments regarding finance leases, in transition, the carrying amount recognised in lease assets and lease liabilities as at 31 December 2018 (EUR 14,211 thousand and EUR 15,149 thousand, respectively) were considered as right-of-use assets and lease liabilities under IFRS 16 on 1 January 2019.

When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019. The weighted-average rate applied is in the range of 2.5% – 8.9%, based on the features of the agreement (underlying asset and guarantees, currency and term).

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

  • i) the use of a single discount rate to a portfolio of leases with reasonably similar characteristics;
  • ii) the accounting for operating leases with a remaining lease term of less than 12 months at transition date as short-term leases;
  • iii) the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application;
  • iv) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The reconciliation between the amount of the Group's operating lease commitments as disclosed in the previous year's financial statements and the amount of lease liabilities recognised on the date of initial application is as follows:

Operating lease commitments disclosed as at 31 December 2018 3,063,579
Add: service contracts reassessed as lease contracts 47,865
(Less): short-term leases recognised on a straight-line basis as expense (7,711)
(Less): low-value leases recognised on a straight-line basis as expense (97)
Add/(less): adjustments as result of a different treatment of extension and termination options 527,141
Add/(less): other adjustments relating to first time application of IFRS 16 6,372
Undiscounted lease liability recognised as at 1 January 2019 3,637,149
Discounted using the group's incremental borrowing rate (average 5.67%) (1,239,143)
Add: finance lease liabilities recognised as at 31 December 2018 15,149
Lease liability recognised as at 1 January 2019 2,413,155

The impact of the adoption of the new standard IFRS 16 in the opening balances at 1 January 2019 was as presented:

Euro thousand
Transition Adj.
31/12/2018 IFRS 16 01/01/2019
Assets
Tangible assets 3,687,053 (14,211) 3,672,842
Intangible assets 792,514 792,514
Investment property 11,676 11,676
Right-of-use assets - 2,417,652 2,417,652
Biological assets 3,398 3,398
Investments in joint ventures and associates 3,245 3,245
Other financial investments 1,321 1,321
Trade debtors, accrued income and deferred costs 84,713 84,713
Deferred tax assets 114,840 114,840
Total non-current assets 4,698,760 2,403,441 7,102,201
Inventories 970,653 970,653
Biological assets 3,790 3,790
Income tax receivable 5,035 5,035
Trade debtors, accrued income and deferred costs 435,642 (5,435) 430,207
Derivative financial instruments 59 59
Cash and cash equivalents 545,988 545,988
Total current assets 1,961,167 (5,435) 1,955,732
Total assets 6,659,927 2,398,006 9,057,933
Shareholders' equity and liabilities
Share capital 629,293 629,293
Share premium 22,452 22,452
Own shares (6,060) (6,060)
Other reserves (77,046) (77,046)
Retained earnings 1,209,259 1,209,259
1,777,898 - 1,777,898
Non-controlling interests 238,356 238,356
Total Shareholders' equity 2,016,254 - 2,016,254
Borrowings 288,390 (10,866) 277,524
Lease liabilities - 2,042,191 2,042,191
Trade creditors, accrued costs and deferred income 774 774
Derivative financial instruments 62 62
Employee benefits 65,069 65,069
Provisions for risks and contingencies 26,565 26,565
Deferred tax liabilities 75,627 75,627
Total non-current liabilities 456,487 2,031,325 2,487,812
Borrowings 350,814 (4,283) 346,531
Lease liabilities - 370,964 370,964
Trade creditors, accrued costs and deferred income 3,794,411 3,794,411
Derivative financial instruments 159 159
Income tax payable 41,802 41,802
Total current liabilities 4,187,186 366,681 4,553,867
Total Shareholders' equity and liabilities 6,659,927 2,398,006 9,057,933

2.1.2. New standards, amendments and interpretations endorsed by EU but not effective for the financial year beginning 1 January 2019 and not early adopted

During the first nine months of 2019, the EU did not issue any Regulation regarding the endorsement of new standards, amendments or interpretations that have not yet been implemented by the Group.

2.1.3. New standards, amendments and interpretations issued by IASB and IFRIC, but not yet endorsed by EU

IASB issued in 2019 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
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) September 2019 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.

Euro foreign exchange reference rates Polish Zloty Swiss Franc Colombian Peso
( x foreign exchange units per 1 euro ) (PLN) (CHF) (COP)
Rate at 30 September 2019 4.3782 1.0847 3,769.7800
Average rate for the year 4.3007 - 3,641.7000
Rate at 30 September 2018 4.2774 1.1316 3,460.7400
Average rate for the year 4.2483 - 3,445.4300

The main exchange rates applied on the balance sheet date are as follows:

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

Business segments:

  • Portugal Distribution: comprises the business unit of JMR (Pingo Doce supermarkets) and the wholesale business unit Recheio;
  • Poland Distribution: the business unit which operates under the Biedronka banner;
  • Others, eliminations and adjustments: includes i. business units with reduced materiality (Coffee Shops, Chocolate Stores and 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 other operating profits/losses.

Detailed Information by Business Segments as at September 2019 and 2018

Portugal Distribution
Poland Distribution
Others, eliminations and
adjustments
Total JM Consolidated
2019 2018 2019 2018 2019 2018 2019 2018
Net sales and services 3,673,401 3,571,803 9,236,271 8,632,451 752,570 595,679 13,662,242 12,799,933
Inter-segments 996 442 1,212 1,052 (2,208) (1,494) - -
External customers 3,672,405 3,571,361 9,235,059 8,631,399 754,778 597,173 13,662,242 12,799,933
Operational cash flow (EBITDA) 241,626 177,655 863,808 621,565 (55,960) (89,862) 1,049,474 709,358
Depreciations and amortisations (127,451) (84,929) (338,501) (160,434) (62,431) (24,068) (528,383) (269,431)
Earnings before interest and taxes (EBIT) 114,175 92,726 525,307 461,131 (118,391) (113,930) 521,091 439,927
Other operating profits/losses (7,993) (7,076)
Financial results and gains in investments (124,585) (19,319)
Income tax (99,043) (102,258)
Net result attributable to JM 266,562 292,100
Total assets (1) 2,629,564 2,509,380 5,182,579 3,885,422 1,149,834 265,125 8,961,977 6,659,927
Total liabilities (1) 2,113,251 2,007,743 4,203,790 2,805,321 574,024 (169,391) 6,891,065 4,643,673
Investments in tangible and intangible assets 109,413 80,026 214,356 282,614 72,862 111,615 396,631 474,255

(1) The comparative report is 31th December of 2018

Reconciliation between EBIT and operational result

2019 2018
EBIT 521,091 439,927
Other operating profits/losses (7,993) (7,076)
Operational result 513,098 432,851

4. Operating costs by nature

Sep 2019 Sep 2018
Cost of goods sold and materials consumed (10,652,601) (10,022,112)
Changes in inventories of finished goods and work in progress 2,358 6,884
Net cash discount and interest paid to suppliers 25,357 23,774
Electronic payment commissions (27,293) (23,981)
Other supplementary costs (4,290) (3,354)
Supplies and services (507,111) (464,674)
Advertising costs (77,657) (77,155)
Rents (12,489) (291,571)
Staff costs (1,199,568) (1,085,594)
Depreciation and amortisation of tangibles and intangibles assets (290,963) (269,431)
Amortisation of right-of-use assets (237,420) -
Profit/loss with tangible and intangible assets (2,553) (1,757)
Profit/loss with right-of-use assets 291 -
Transportation costs (151,231) (139,129)
Other natures of profit/loss (13,974) (18,982)
Total (13,149,144) (12,367,082)

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.

Sep 2019 Sep 2018
Losses from organizational restructuring programmes (4,759) (6,330)
Assets write-offs and gains/losses in sale of tangible assets (1,143) (746)
Changes to benefit plans and actuarial assumptions (2,091) -
Total (7,993) (7,076)

5. Net financial costs

Sep 2019 Sep 2018
Banks interest expense (19,471) (16,043)
Leasing interest expense (98,231) -
Interest received 2,130 1,445
Dividends - 46
Net foreign exchange (2,410) (1,112)
Net foreign exchange on leasing (5,585) -
Other financial gains and losses (3,693) (3,127)
Fair value of financial investments held for trade:
Derivative instruments (note 8) 186 (661)
Total (127,074) (19,452)

The interest expense heading includes the interest regarding loans measured at amortised 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, booked in results through effective interest method.

6. Income tax recognised in the income statement

Sep 2019 Sep 2018
Current income tax
Current tax of the year (127,005) (93,796)
Adjustment to prior year estimation 2,894 (1,816)
(124,111) (95,612)
Deferred tax
Temporary differences created and reversed 23,220 (13,723)
Change to the recoverable amount of tax losses and temporary differences from previous years 1,049 1,369
24,269 (12,354)
Other gains/losses related to tax
Impact of changes in estimates for tax litigations 799 5,708
799 5,708
Total income tax (99,043) (102,258)

Income tax expense is calculated based on the weighted average annual income tax rate expected for the year.

In 2019 the income tax rates for Group companies were the same applied in 2018.

7. Tangible assets, intangible assets, investment property and right-of-use assets

Tangible Intangible Investment Right-of-use
assets assets property
assets
Total
Net value at 31 December 2018 3,687,053 792,514 11,676 - 4,491,243
Foreign exchange differences (39,646) (7,575) - (28,930) (76,151)
Changes in accounting policies (14,211) - - 2,417,653 2,403,442
Increases 389,191 7,440 - 67,486 464,117
Contracts update - - - 43,709 43,709
Disposals and write-offs (3,895) (23) (4,224) - (8,142)
Contracts cancellation - - - (35,458) (35,458)
Transfers (32) 282 - (250) -
Depreciation, amortisation and impairment losses (280,532) (10,431) - (237,420) (528,383)
Transfers from/to investment property (30) - 30 - -
Fair value changes - - (30) - (30)
Net value at 30 September 2019 3,737,898 782,207 7,452 2,226,790 6,754,347

Net value of intangible assets at 30 September 2019 include Goodwill amounted EUR 632,098 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 and right-of-use assets decreased by EUR 76,151 thousand, which includes a decrease of EUR 5,388 thousand related to Goodwill from businesses in Poland.

8. Derivative financial instruments

Notional Sep 2019 Dec 2018
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) 0,1 million
USD
- - - - - - - - -
Currency forwards - stock purchase (PLN/EUR) - - - - 68 million
EUR
33 - 31 -
Currency forwards - stock purchase (PLN/USD) 4 million USD 185 - - - - - - -
Cash flow hedging derivatives
Interest rate swap (PLN) 169 million
PLN
- - 37 - 177 million
PLN
- - - 62
Currency forwards - stock purchase (PLN/USD) 8 million USD 374 - - - - - - -
Foreign operation investments hedging derivatives
Currency forwards (PLN) 469 million
PLN
1,406 - - - 567 million
PLN
26 - 128 -
Total derivatives held for trading 185 - - - 33 - 31 -
Total hedging derivatives 1,780 - 37 - 26 - 128 62
Total assets/liabilities derivatives 1,965 - 37 - 59 - 159 62

9. Trade debtors, accrued income and deferred costs

Sep 2019 Dec 2018
Non-current
Other debtors 64,809 63,522
Collateral deposits associated to financial debt 19,367 19,367
Deferred costs 2,040 1,824
Total 86,216 84,713
Current
Commercial customers 65,318 58,417
Other debtors 108,160 128,523
Other taxes receivable 7,003 7,945
Accrued income and deferred costs 180,943 240,757
Total 361,424 435,642

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

Sep 2019 Dec 2018
Bank deposits 469,862 394,279
Short-term investments 241,222 147,870
Cash and cash equivalents 3,874 3,839
Total 714,958 545,988

11. Cash generated from operations

Sep 2019 Sep 2018
Net results 266,562 292,100
Adjustments for:
Non-controlling interests 22,908 19,174
Income tax 99,043 102,258
Depreciations and amortisations 528,383 269,431
Provisions and other operational gains and losses 22,979 18,300
Net financial costs 127,074 19,452
Gains/Losses in associated companies (167) (133)
Gains/Losses in other investments (2,322) -
Profit/ Losses in tangible, intangible and right-of-use assets 2,262 1,757
1,066,722 722,339
Changes in working capital:
Inventories 47,822 (20,599)
Trade debtors, accrued income and deferred costs (7,219) (5,492)
Trade creditors, accrued costs and deferred income 76,810 (46,635)
Total 1,184,135 649,613

12. Dividends

Dividends distributed in 2019 totalling EUR 219,501 thousand, were paid to JMH shareholders in the amount of EUR 204,241 thousand, and to non-controlling interests in the Group Companies in the amount of EUR 15,260 thousand.

13. Basic and diluted earnings per share

Sep 2019 Sep 2018
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 266,562 292,100
Basic and diluted earnings per share – Euros 0.4242 0.4648

14. Borrowings

The Group has negotiated commercial paper programs in the total amount of EUR 335,000 thousand, of which EUR 135,000 thousand are committed. The utilizations under these programs are remunerated at the Euribor rate for the respective issue period, plus variable spreads. Some emissions were carried out during the first months of the year, for short periods of time, to meet specific cash requirements.

Last year a Money Market line was contracted in the companies Jerónimo Martins, SGPS, S.A. and JMR, SGPS, S.A., with a limit of EUR 70,000 thousand, and a regular utilization has been made in the first months of the current year.

A new loan was negotiated for the JM Nieruchomości company with a two-year PLN 400,000 m limit, which was partially used to pay the financing of PLN 300,000 that the company already held with the same bank and that matured in April.

The utilization of short-term lines that Jerónimo Martins Colombia SAS holds with local banks were increased by COP 93.000.000 thousand, around EUR 25.000 thousand

14.1.Current and non-current loans

Sep 2019 Opening
balance
Change acc.
policy
Cash flows Transfers Foreign
exchange
difference
Closing
balance
Non-current loans
Bank loans 277,524 - 22,391 (61,620) (3,913) 234,382
Financial lease liabilities 10,866 (10,866) - - - -
Total 288,390 (10,866) 22,391 (61,620) (3,913) 234,382
Current loans
Bank loans 346,531 - 15,101 61,620 (3,580) 419,672
Financial lease liabilities 4,283 (4,283) - - - -
Total 350,814 (4,283) 15,101 61,620 (3,580) 419,672
Dec 2018 Opening
balance
Change acc.
policy
Cash flows Transfers Foreign
exchange
difference
Closing
balance
Non-current loans
Bank loans 231,508 - 133,226 (79,390) (7,820) 277,524
Financial lease liabilities 6,254 - 10,487 (5,649) (226) 10,866
Total 237,762 - 143,713 (85,039) (8,046) 288,390
Current loans
Bank overdrafts 6 - (6) - - -
Bank loans 297,526 - (12,125) 79,390 (18,260) 346,531
Financial lease liabilities 1,973 - (3,260) 5,649 (79) 4,283
Total 299,505 - (15,391) 85,039 (18,339) 350,814

15. Lease liabilities

Sep 2019 Opening
balance
Change acc.
policy
New contracts Cash flows Transfers Contracts
change/
cancel
Foreign
exchange
difference
Closing
balance
Lease liabilities - non-current - 2,042,191 58,110 (952) (183,882) 4,703 (19,857) 1,900,313
Lease liabilities - current - 370,964 9,376 (197,535) 183,882 3,257 (4,253) 365,691
Total - 2,413,155 67,486 (198,487) - 7,960 (24,110) 2,266,004

16. Financial debt

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

Sep 2019 Dec 2018
Non-current loans (note 14.1) 234,382 288,390
Current loans (note 14.1) 419,672 350,814
Financial lease liabilities - non-current (note 15) 1,900,313 -
Financial lease liabilities - current (note 15) 365,691 -
Derivative financial instruments (note 8) (1,928) 162
Interest on accruals and deferrals 1,253 1,750
Bank deposits (note 10) (469,862) (394,279)
Short-term investments (note 10) (241,222) (147,870)
Collateral deposits associated to financial debt (note 9) (19,367) (19,367)
Total 2,188,932 79,600

17. Provisions and employee benefits

Risks and Employee
contingencies benefits
Balance at 1 January 26,565 65,069
Set up, reinforced and transfers 6,052 8,441
Unused and reversed (4,429) -
Foreign exchange difference (110) (447)
Used (235) (1,928)
Balance at 30 September 27,843 71,135

18. Trade creditors, accrued costs and deferred income

Sep 2019 Dec 2018
Non-current
Other commercial creditors 50 37
Accrued costs and deferred income 718 737
Total 768 774
Current
Other commercial creditors 2,966,920 3,039,806
Other non-commercial creditors 251,655 233,232
Other taxes payables 106,827 113,996
Contracts liabilities with customers 3,626 3,722
Refunds liabilities to customers 729 1,041
Accrued costs and deferred income 430,004 402,614
Total 3,759,761 3,794,411

19. Contingencies

Following the contingencies mentioned in the 2018 Annual Report, occurred the following changes:

Contingent liabilities

  • b) The Portuguese Tax Authorities carried out some corrections to the CIT amount from Companies included in the perimeter of the Tax group headed by JMR SGPS, which led to additional assessments concerning 2002 to 2015, amounting to EUR 81,304 thousand, of which an amount of EUR 71,200 thousand is still in dispute. In the meantime, the Lisbon Tax Court has ruled partially in favour of the Group regarding the 2002, 2003, 2004, 2005 and 2007 assessments. The Group appealed to a higher court;
  • i) The Food and Veterinary Department (Direcção-Geral de Alimentação e Veterinária) claimed from Pingo Doce, Recheio and Hussel an amount of EUR 18,782 thousand, EUR 1,886 thousand and EUR 41 thousand, respectively, in respect of the Food Safety Tax (Taxa de Segurança Alimentar Mais – TSAM) assessed for the years 2012 to 2019. 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. Despite

the court having decided that the Food Safety Tax is not unconstitutional, the Companies maintain their understanding and presented the respective appeal to the Constitutional Court, which kept the decision. Pingo Doce complained of the decision to the Conference of Judges, and at the same time filed a complaint with the European Commission based on illegal state aid. The disputes are still running their course. The Group regularly assesses the risk and likelihood of its conclusion. However, in order to protect its legitimate interests and not to harm its position in these disputes, it does not disclose the amounts that could be provisioned.

In a lawsuit brought by a former landlord of the subsidiary Jeronimo Martins Polska SA (JMP) the plaintiff claims from the company the amount of PLN 10,360 thousand, as compensation for loss of profit, corresponding to rents that would have been due if the underlying lease agreement had not been terminated by the company. Given that the property has been sold in the meantime, JMP considers that the compensation claimed is not due, at least in the amount claimed since it must be taken into account that the former landlord was able to dispose of the property, which, incidentally, could have alternatively leased to a third party. The case is running its course and the court has referred the parties to mediation, whose first session occurred in August 2019.

20. 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 none months of 2019, neither were there any amounts payable or receivable between them on 30 September 2019.

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

Joint ventures Other related parties (*)
Sep 2019 Sep 2018 Sep 2019 Sep 2018
Sales and services rendered - - 104 171
Interest income 39 - - -
Stocks purchased and services supplied 3,277 - 88,459 91,505
Joint ventures Other related parties (*)
Sep 2019 Dec 2018 Sep 2019 Dec 2018
Trade debtors, accrued income and deferred costs 31 28 13 58
Trade creditors, accrued costs and deferred income 792 518 3,844 2,484

(*) Other related parties corresponds to Other financial investments ,entities participated and/or 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.

21. 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, 22 October 2019

The Certified Accountant The Board of Directors