SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2016
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
(FreeTranslation into English from the Original Previously Issued in Portuguese) |
Companhia Brasileira Individual and Consolidated Deloitte Touche Tohmatsu Auditores Independentes |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Companhia Brasileira de Distribuição
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2016, which comprises the balance sheet as of March 31, 2016 and the related statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three-month period then ended, including the footnotes to the interim financial information.
The Company’s Management is responsible for the preparation of these individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
Except for the matter described in the paragraph “Basis for qualified conclusion”, we conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
© 2016 Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
Basis for qualified conclusion
As described in note 1.2, in December 2015 it was initiated an investigation process in the indirect subsidiary Cnova Comércio Eletrônico S.A. (“Cnova Brazil”), which resulted in adjustments related to certain accounting balances and charges to the statement of income recorded by the Company in December 2015. Such adjustments were recorded in the Company’s individual and consolidated financial statements for the year ended December 31, 2015, considering the facts and circumstances known at the time of preparation of such financial statements. The investigation and analyses continued to be made in Cnova Brazil, resulting in additional adjustments recorded in the statement of income for the three-month period ended March 31, 2016. Additionally, as described in such note, the investigations and analyses continue to be made and additional adjustments may be identified. However, through the date in which this quarterly financial information was prepared: (i) the investigation had not been completed and, accordingly, final adjustments are not completely measured; and (ii) Management has yet to analyze the entire set of information and the outcome of such investigation and reach the final conclusion on this matter. Consequently, we were unable to conclude on the final effects of these adjustments and on the sufficiency of the disclosures included in the notes to this interim financial information.
Conclusion on interim financial information
Based on our review, except for the possible effects related to the matter described in the paragraph “Basis for qualified conclusion”, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by CVM.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the three-month period ended March 31, 2016, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, except for the possible effects related to the matter described in the paragraph “Basis for qualified conclusion”, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, May 9, 2016
DELOITTE TOUCHE TOHMATSU |
Eduardo Franco Tenório |
Auditores Independentes |
Engagement Partner |
© 2016 Deloitte Touche Tohmatsu. All rights reserved.
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Company Information |
|
Capital Composition |
2 |
Individual Interim Financial Information |
|
Balance Sheet – Assets |
3 |
Balance Sheet – Liabilities |
4 |
Statement of Income |
5 |
Statement of Comprehensive Income |
6 |
Statement of Cash Flows |
7 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2016 to 3/31/2016 |
8 |
1/1/2015 to 3/31/2015 |
9 |
Statement of Value Added |
10 |
Consolidated Interim Financial Information |
|
Balance Sheet – Assets |
11 |
Balance Sheet – Liabilities |
12 |
Statement of Income |
13 |
Statement of Comprehensive Income |
14 |
Statement of Cash Flows |
15 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2016 to 3/31/2016 |
16 |
1/1/2015 to 3/31/2015 |
17 |
Statement of Value Added |
18 |
Comments on the Company`s Performance |
19 |
Notes to the Interim Financial Information |
40 |
Other information deemed as relevant by the Company |
97 |
1
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Number of Shares (thousand) |
Current Quarter 3/31/2016 |
Share Capital |
|
Common |
99,680 |
Preferred |
166,032 |
Total |
265,712 |
Treasury Shares |
|
Common |
- |
Preferred |
233 |
Total |
233 |
2
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Balance Sheet - Assets | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
1 |
Total Assets |
20,655,000 |
21,429,000 |
1.01 |
Current Assets |
5,187,000 |
6,176,000 |
1.01.01 |
Cash and Cash Equivalents |
1,510,000 |
2,247,000 |
1.01.03 |
Accounts Receivable |
321,000 |
520,000 |
1.01.03.01 |
Trade Receivables |
200,000 |
387,000 |
1.01.03.02 |
Other Receivables |
121,000 |
133,000 |
1.01.04 |
Inventories |
2,710,000 |
2,828,000 |
1.01.06 |
Recoverable Taxes |
357,000 |
357,000 |
1.01.07 |
Prepaid Expenses |
146,000 |
74,000 |
1.01.08 |
Other Current Assets |
143,000 |
150,000 |
1.02 |
Noncurrent Assets |
15,468,000 |
15,253,000 |
1.02.01 |
Long-term Assets |
2,261,000 |
2,205,000 |
1.02.01.03 |
Accounts Receivable |
74,000 |
67,000 |
1.02.01.03.02 |
Other Receivables |
74,000 |
67,000 |
1.02.01.06 |
Deferred Taxes |
73,000 |
50,000 |
1.02.01.07 |
Prepaid Expenses |
17,000 |
19,000 |
1.02.01.08 |
Receivables from Related Parties |
1,155,000 |
1,076,000 |
1.02.01.09 |
Other Noncurrent Assets |
942,000 |
993,000 |
1.02.01.09.04 |
Recoverable Taxes |
475,000 |
534,000 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceedings |
467,000 |
459,000 |
1.02.02 |
Investments |
5,279,000 |
5,203,000 |
1.02.02.01 |
Investments in Associates and Subsidiaries |
5,255,000 |
5,179,000 |
1.02.02.01.02 |
Investments in Subsidiaries |
5,255,000 |
5,179,000 |
1.02.02.02 |
Investment properties |
24,000 |
24,000 |
1.02.03 |
Property and Equipment, Net |
6,533,000 |
6,525,000 |
1.02.04 |
Intangible Assets |
1,395,000 |
1,320,000 |
3
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Balance Sheet - Liabilities | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total Liabilities |
20,655,000 |
21,429,000 |
2.01 |
Current Liabilities |
6,458,000 |
6,375,000 |
2.01.01 |
Payroll and Related Taxes |
386,000 |
390,000 |
2.01.02 |
Trade Payables |
2,658,000 |
4,103,000 |
2.01.03 |
Taxes and Contributions Payable |
132,000 |
135,000 |
2.01.04 |
Borrowings and Financing |
2,415,000 |
828,000 |
2.01.05 |
Other Liabilities |
862,000 |
915,000 |
2.01.05.01 |
Payables to Related Parties |
283,000 |
268,000 |
2.01.05.02 |
Other |
579,000 |
647,000 |
2.01.05.02.04 |
Utilities |
3,000 |
3,000 |
2.01.05.02.05 |
Rent Payable |
68,000 |
83,000 |
2.01.05.02.06 |
Advertisement Payable |
62,000 |
45,000 |
2.01.05.02.07 |
Pass-through to Third Parties |
8,000 |
43,000 |
2.01.05.02.08 |
Financing Related to Acquisition of Assets |
37,000 |
100,000 |
2.01.05.02.09 |
Deferred Revenue |
27,000 |
28,000 |
2.01.05.02.11 |
Other Payables |
346,000 |
318,000 |
2.01.05.02.12 |
Loalty Programs |
28,000 |
27,000 |
2.01.06 |
Provisions |
5,000 |
4,000 |
2.02 |
Noncurrent Liabilities |
3,770,000 |
4,590,000 |
2.02.01 |
Borrowings and Financing |
2,401,000 |
3,277,000 |
2.02.02 |
Other Liabilities |
824,000 |
791,000 |
2.02.02.02 |
Other |
824,000 |
791,000 |
2.02.02.02.03 |
Taxes Payable in Installments |
563,000 |
572,000 |
2.02.02.02.05 |
Financing Related to Acquisition of Assets |
4,000 |
4,000 |
2.02.02.02.07 |
Other Accounts Payable |
21,000 |
20,000 |
2.02.02.02.08 |
Provision for Negative Equity |
236,000 |
195,000 |
2.02.04 |
Provisions |
515,000 |
490,000 |
2.02.06 |
Deferred Revenue |
30,000 |
32,000 |
2.03 |
Shareholders’ Equity |
10,427,000 |
10,464,000 |
2.03.01 |
Share Capital |
6,806,000 |
6,806,000 |
2.03.02 |
Capital Reserves |
308,000 |
302,000 |
2.03.02.04 |
Options Granted |
301,000 |
295,000 |
2.03.02.07 |
Capital Reserve |
7,000 |
7,000 |
2.03.04 |
Earnings Reserve |
3,440,000 |
3,440,000 |
2.03.04.01 |
Legal Reserve |
430,000 |
417,000 |
2.03.04.05 |
Earnings Retention Reserve |
568,000 |
581,000 |
2.03.04.10 |
Expansion Reserve |
2,624,000 |
2,624,000 |
2.03.04.12 |
Transactions with non-controlling interests |
(32,000) |
(32,000) |
2.03.04.14 |
Settlement of Equity Instrument |
(150,000) |
(150,000) |
2.03.05 |
Retained Earnings/ Accumulated Losses |
(59,000) |
- |
2.03.08 |
Other Comprehensive Income |
(68,000) |
(84,000) |
4
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Income | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
3.01 |
Net Sales of Goods and/or Services |
5,752,000 |
5,514,000 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(4,289,000) |
(4,072,000) |
3.03 |
Gross Profit |
1,463,000 |
1,442,000 |
3.04 |
Operating Income/Expenses |
(1,383,000) |
(1,066,000) |
3.04.01 |
Selling Expenses |
(1,094,000) |
(943,000) |
3.04.02 |
General and Administrative Expenses |
(134,000) |
(129,000) |
3.04.05 |
Other Operating Expenses |
(177,000) |
(143,000) |
3.04.05.01 |
Depreciation/Amortization |
(125,000) |
(117,000) |
3.04.05.03 |
Other Operating Expenses |
(52,000) |
(26,000) |
3.04.06 |
Share of Profit of Subsidiaries and Associates |
22,000 |
149,000 |
3.05 |
Profit before Financial Income (Expenses) and Taxes |
80,000 |
376,000 |
3.06 |
Financial Income (Expenses) |
(168,000) |
(168,000) |
3.07 |
Profit (loss) Before Income Tax and Social Contribution |
(88,000) |
208,000 |
3.08 |
Income Tax and Social Contribution |
29,000 |
(16,000) |
3.08.01 |
Current |
6,000 |
- |
3.08.02 |
Deferred |
23,000 |
(16,000) |
3.09 |
Net Income (loss) from Continued Operations |
(59,000) |
192,000 |
3.11 |
Net Income (loss) for the Period |
(59,000) |
192,000 |
3.99 |
Earnings per Share - (Reais/Share) |
- |
- |
3.99.01 |
Basic Earnings per Share |
- |
- |
3.99.01.01 |
Common |
(0.22227) |
0.68141 |
3.99.01.02 |
Preferred |
(0.22227) |
0.74955 |
3.99.02 |
Diluted Earnings per Share |
- |
- |
3.99.02.01 |
Common |
(0.22227) |
0.68099 |
3.99.02.02 |
Preferred |
(0.22227) |
0.74765 |
5
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Comprehensive Income | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
4.01 |
Net income (loss) for the Period |
(59,000) |
192,000 |
4.02 |
Other Comprehensive Income |
16,000 |
(6,000) |
4.02.01 |
Accumulative Translation Adjustment for the Period |
16,000 |
(6,000) |
4.03 |
Total Comprehensive Income for the Period |
(43,000) |
186,000 |
6
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Cash Flows - Indirect Method | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
6.01 |
Net Cash Provided by Operating Activities |
(1,075,000) |
(502,000) |
6.01.01 |
Cash Provided by the Operations |
256,000 |
381,000 |
6.01.01.01 |
Net Income (loss) for the Period |
(59,000) |
192,000 |
6.01.01.02 |
Deferred Income and Social Contribution Taxes |
(23,000) |
16,000 |
6.01.01.03 |
Gain (Losses) on Disposal of Fixed Assets and Intangibles |
20,000 |
3,000 |
6.01.01.04 |
Depreciation/Amortization |
135,000 |
128,000 |
6.01.01.05 |
Interest and Inflation Adjustments |
146,000 |
189,000 |
6.01.01.06 |
Adjustment to Present Value |
2,000 |
(2,000) |
6.01.01.07 |
Share of Profit (Loss) of Subsidiaries and Associates (note 13) |
(22,000) |
(149,000) |
6.01.01.08 |
Provision for Risks (note 22) |
18,000 |
(10,000) |
6.01.01.10 |
Share-based Payment |
6,000 |
4,000 |
6.01.01.11 |
Allowance for Doubtful Accounts (note 08) |
2,000 |
- |
6.01.01.13 |
Provision for Obsolescence/Breakage (note 10) |
26,000 |
(2,000) |
6.01.01.14 |
Other Operating Expenses |
8,000 |
24,000 |
6.01.01.15 |
Deferred Revenue (note 24) |
(3,000) |
(12,000) |
6.01.02 |
Changes in Assets and Liabilities |
(1,331,000) |
(883,000) |
6.01.02.01 |
Accounts Receivable |
185,000 |
66,000 |
6.01.02.02 |
Recoverable Taxes |
57,000 |
(74,000) |
6.01.02.03 |
Inventories |
92,000 |
(75,000) |
6.01.02.04 |
Other Assets |
(51,000) |
(71,000) |
6.01.02.06 |
Trade Payables |
(1,445,000) |
(758,000) |
6.01.02.07 |
Payroll and Related Taxes |
(4,000) |
29,000 |
6.01.02.08 |
Related Parties |
(83,000) |
127,000 |
6.01.02.09 |
Restricted Deposits for Legal Proceeding |
(1,000) |
(9,000) |
6.01.02.10 |
Taxes and Social Contributions Payable |
(26,000) |
(78,000) |
6.01.02.11 |
Legal claims |
(13,000) |
(5,000) |
6.01.02.12 |
Deferred Revenue |
10,000 |
- |
6.01.02.13 |
Other Payables |
(52,000) |
(35,000) |
6.02 |
Net Cash Provided by (Used in) Investing Activities |
(175,000) |
(230,000) |
6.02.02 |
Acquisition of Property and Equipment (note 14) |
(153,000) |
(211,000) |
6.02.03 |
Increase in Intangible Assets (note 15) |
(24,000) |
(27,000) |
6.02.04 |
Sales of Property and Equipment |
2,000 |
8,000 |
6.03 |
Net Cash Provided by (Used in) Financing Activities |
513,000 |
(206,000) |
6.03.01 |
Capital Increase |
- |
1,000 |
6.03.02 |
Borrowings |
900,000 |
215,000 |
6.03.03 |
Payments (note 17) |
(386,000) |
(418,000) |
6.03.05 |
Payment of Dividends |
(1,000) |
- |
6.03.08 |
Transactions with Non-controlling Interest |
- |
(4,000) |
6.05 |
Net Increase (Decrease) in Cash and Cash Equivalents |
(737,000) |
(938,000) |
6.05.01 |
Cash and Cash Equivalents at the Beginning of the Period |
2,247,000 |
2,923,000 |
6.05.02 |
Cash and Cash Equivalents at the End of the Period |
1,510,000 |
1,985,000 |
7
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 3/31/2016 | |||||||
R$ (in thousands) |
|
|
|
|
|
| |
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings /Accumulated Losses |
Other comprehensive income |
Shareholders' |
5.01 |
Opening Balance |
6,806,000 |
302,000 |
3,440,000 |
- |
(84,000) |
10,464,000 |
5.03 |
Adjusted Opening Balance |
6,806,000 |
302,000 |
3,440,000 |
- |
(84,000) |
10,464,000 |
5.04 |
Capital Transactions with Shareholders |
- |
6,000 |
- |
- |
- |
6,000 |
5.04.03 |
Options Granted |
- |
4,000 |
- |
- |
- |
4,000 |
5.04.08 |
Options Granted recognized in subsidiaries |
- |
2,000 |
- |
- |
- |
2,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
(59,000) |
16,000 |
(43,000) |
5.05.01 |
Net Income (loss) for the Period |
- |
- |
- |
(59,000) |
- |
(59,000) |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
16,000 |
16,000 |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
16,000 |
16,000 |
5.07 |
Closing Balance |
6,806,000 |
308,000 |
3,440,000 |
(59,000) |
(68,000) |
10,427,000 |
8
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 3/31/2015 | |||||||
R$ (in thousands) |
|
|
|
|
|
| |
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings /Accumulated Losses |
Other comprehensive Income |
Shareholders' |
5.01 |
Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
5.03 |
Adjusted Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
5.04 |
Capital Transactions with Shareholders |
1,000 |
4,000 |
- |
- |
- |
5,000 |
5.04.01 |
Capital Increases |
1,000 |
- |
- |
- |
- |
1,000 |
5.04.03 |
Options Granted |
- |
3,000 |
- |
- |
- |
3,000 |
5.04.08 |
Options Granted recognized in subsidiaries |
- |
1,000 |
- |
- |
- |
1,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
192,000 |
(6,000) |
186,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
192,000 |
- |
192,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(6,000) |
(6,000) |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
(6,000) |
(6,000) |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
(5,000) |
- |
- |
(5,000) |
5.06.05 |
Transactions with Non-controlling Interests |
- |
- |
(5,000) |
- |
- |
(5,000) |
5.07 |
Closing Balance |
6,793,000 |
286,000 |
3,500,000 |
192,000 |
(5,000) |
10,766,000 |
9
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Individual Interim Financial Information / Statement of Value Added | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
7.01 |
Revenues |
6,246,000 |
5,976,000 |
7.01.01 |
Sales of Goods, Products and Services |
6,245,000 |
5,969,000 |
7.01.02 |
Other Revenues |
3,000 |
7,000 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
(2,000) |
- |
7.02 |
Products Acquired from Third Parties |
(4,884,000) |
(4,681,000) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(4,246,000) |
(4,160,000) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(638,000) |
(521,000) |
7.03 |
Gross Value Added |
1,362,000 |
1,295,000 |
7.04 |
Retention |
(135,000) |
(128,000) |
7.04.01 |
Depreciation and Amortization |
(135,000) |
(128,000) |
7.05 |
Net Value Added Produced |
1,227,000 |
1,167,000 |
7.06 |
Value Added Received in Transfer |
63,000 |
221,000 |
7.06.01 |
Share of Profit of Subsidiaries and Associates |
22,000 |
149,000 |
7.06.02 |
Financial Revenue |
41,000 |
72,000 |
7.07 |
Total Value Added to Distribute |
1,290,000 |
1,388,000 |
7.08 |
Distribution of Value Added |
1,290,000 |
1,388,000 |
7.08.01 |
Personnel |
662,000 |
618,000 |
7.08.01.01 |
Direct Compensation |
427,000 |
434,000 |
7.08.01.02 |
Benefits |
139,000 |
133,000 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
39,000 |
36,000 |
7.08.01.04 |
Other |
57,000 |
15,000 |
7.08.02 |
Taxes, Fees and Contributions |
336,000 |
212,000 |
7.08.02.01 |
Federal |
195,000 |
133,000 |
7.08.02.02 |
State |
106,000 |
48,000 |
7.08.02.03 |
Municipal |
35,000 |
31,000 |
7.08.03 |
Value Distributed to Providers of Capital |
351,000 |
366,000 |
7.08.03.01 |
Interest |
210,000 |
240,000 |
7.08.03.02 |
Rentals |
141,000 |
126,000 |
7.08.04 |
Value Distributed to Shareholders |
(59,000) |
192,000 |
7.08.04.03 |
Retained Earnings/ Accumulated Losses for the Period |
(59,000) |
192,000 |
10
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information /Balance Sheet - Assets | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
1 |
Total Assets |
43,764,000 |
47,502,000 |
1.01 |
Current Assets |
21,113,000 |
24,998,000 |
1.01.01 |
Cash and Cash Equivalents |
4,448,000 |
11,015,000 |
1.01.03 |
Accounts Receivable |
5,650,000 |
3,576,000 |
1.01.03.01 |
Trade Receivables |
5,329,000 |
3,218,000 |
1.01.03.02 |
Other Receivables |
321,000 |
358,000 |
1.01.04 |
Inventories |
9,185,000 |
8,989,000 |
1.01.06 |
Recoverable Taxes |
1,251,000 |
1,102,000 |
1.01.07 |
Prepaid Expenses |
432,000 |
157,000 |
1.01.08 |
Other Current Assets |
147,000 |
159,000 |
1.02 |
Noncurrent Assets |
22,651,000 |
22,504,000 |
1.02.01 |
Long-term Assets |
5,139,000 |
5,090,000 |
1.02.01.03 |
Accounts Receivable |
755,000 |
723,000 |
1.02.01.03.01 |
Trade Receivables |
123,000 |
98,000 |
1.02.01.03.02 |
Other Receivables |
632,000 |
625,000 |
1.02.01.06 |
Deferred Taxes |
542,000 |
564,000 |
1.02.01.07 |
Prepaid Expenses |
66,000 |
50,000 |
1.02.01.08 |
Receivables from Related Parties |
312,000 |
309,000 |
1.02.01.09 |
Other Noncurrent Assets |
3,464,000 |
3,444,000 |
1.02.01.09.04 |
Recoverable Taxes |
2,397,000 |
2,445,000 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceedings |
1,067,000 |
999,000 |
1.02.02 |
Investments |
439,000 |
407,000 |
1.02.02.01 |
Investments in Associates |
414,000 |
382,000 |
1.02.02.02 |
Investments Property |
25,000 |
25,000 |
1.02.03 |
Property and Equipment, Net |
10,440,000 |
10,398,000 |
1.02.04 |
Intangible Assets |
6,633,000 |
6,609,000 |
11
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Balance Sheet - Liabilities | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total Liabilities |
43,764,000 |
47,502,000 |
2.01 |
Current Liabilities |
22,689,000 |
25,230,000 |
2.01.01 |
Payroll and Related Taxes |
1,001,000 |
1,023,000 |
2.01.02 |
Trade Payables |
10,847,000 |
15,485,000 |
2.01.03 |
Taxes and Contributions Payable |
932,000 |
830,000 |
2.01.04 |
Borrowings and Financing |
6,005,000 |
3,814,000 |
2.01.05 |
Other Liabilities |
3,894,000 |
4,072,000 |
2.01.05.01 |
Payables to Related Parties |
1,446,000 |
563,000 |
2.01.05.02 |
Other |
2,448,000 |
3,509,000 |
2.01.05.02.01 |
Dividends and Interest on Capital Payable |
2,000 |
1,000 |
2.01.05.02.04 |
Utilities |
13,000 |
16,000 |
2.01.05.02.05 |
Rent Payable |
133,000 |
151,000 |
2.01.05.02.06 |
Advertisement Payable |
83,000 |
121,000 |
2.01.05.02.07 |
Pass-through to Third Parties |
364,000 |
398,000 |
2.01.05.02.08 |
Financing Related to Acquisition of Assets |
70,000 |
113,000 |
2.01.05.02.09 |
Deferred revenue |
426,000 |
420,000 |
2.01.05.02.11 |
Accounts Payable Related to Acquisition of Companies |
80,000 |
76,000 |
2.01.05.02.12 |
Other Payables |
897,000 |
1,128,000 |
2.01.05.02.13 |
Loalty Programs |
30,000 |
30,000 |
2.01.05.02.14 |
Suppliers - structured program |
350,000 |
1,055,000 |
2.01.06 |
Provisions |
10,000 |
6,000 |
2.02 |
Noncurrent Liabilities |
7,517,000 |
8,616,000 |
2.02.01 |
Borrowings and Financing |
3,120,000 |
4,164,000 |
2.02.02 |
Other Liabilities |
641,000 |
649,000 |
2.02.02.02 |
Other |
641,000 |
649,000 |
2.02.02.02.03 |
Taxes Payable in Installments |
563,000 |
572,000 |
2.02.02.02.04 |
Payables Related to Acquisition of Companies |
27,000 |
28,000 |
2.02.02.02.05 |
Financing Related to Acquisition of Assets |
4,000 |
4,000 |
2.02.02.02.06 |
Pension Plan |
11,000 |
11,000 |
2.02.02.02.07 |
Other Payables |
36,000 |
34,000 |
2.02.03 |
Deferred Taxes |
1,148,000 |
1,184,000 |
2.02.04 |
Provisions |
1,437,000 |
1,396,000 |
2.02.06 |
Deferred revenue |
1,171,000 |
1,223,000 |
2.03 |
Consolidated Shareholders’ Equity |
13,558,000 |
13,656,000 |
2.03.01 |
Share Capital |
6,806,000 |
6,806,000 |
2.03.02 |
Capital Reserves |
308,000 |
302,000 |
2.03.02.04 |
Options Granted |
301,000 |
295,000 |
2.03.02.07 |
Capital Reserve |
7,000 |
7,000 |
2.03.04 |
Earnings Reserve |
3,440,000 |
3,440,000 |
2.03.04.01 |
Legal Reserve |
430,000 |
417,000 |
2.03.04.05 |
Earnings Retention Reserve |
568,000 |
581,000 |
2.03.04.10 |
Expansion Reserve |
2,624,000 |
2,624,000 |
2.03.04.12 |
Transactions with Non-Controlling interests |
(32,000) |
(32,000) |
2.03.04.14 |
Settlement of Equity Instrument |
(150,000) |
(150,000) |
2.03.05 |
Retained Earnings/ Accumulated Losses |
(59,000) |
- |
2.03.08 |
Other Comprehensive Income |
(68,000) |
(84,000) |
2.03.09 |
Non-controlling Interests |
3,131,000 |
3,192,000 |
12
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Income | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
3.01 |
Net Sales from Goods and/or Services |
17,754,000 |
17,237,000 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(13,881,000) |
(13,105,000) |
3.03 |
Gross Profit |
3,873,000 |
4,132,000 |
3.04 |
Operating Income/Expenses |
(3,738,000) |
(3,446,000) |
3.04.01 |
Selling Expenses |
(2,964,000) |
(2,716,000) |
3.04.02 |
General and Administrative Expenses |
(488,000) |
(459,000) |
3.04.05 |
Other Operating Expenses |
(318,000) |
(299,000) |
3.04.05.01 |
Depreciation/Amortization |
(250,000) |
(231,000) |
3.04.05.03 |
Other Operating Expenses |
(68,000) |
(68,000) |
3.04.06 |
Share of Profit of Subsidiaries and Associates |
32,000 |
28,000 |
3.05 |
Profit before Financial Income (Expenses) and Taxes |
135,000 |
686,000 |
3.06 |
Financial Income (Expenses), Net |
(317,000) |
(281,000) |
3.07 |
Profit (loss) Before Income Tax and Social Contribution |
(182,000) |
405,000 |
3.08 |
Income tax and Social Contribution |
3,000 |
(153,000) |
3.08.01 |
Current |
(24,000) |
(96,000) |
3.08.02 |
Deferred |
27,000 |
(57,000) |
3.09 |
Net Income (loss) from Continuing Operations |
(179,000) |
252,000 |
3.11 |
Consolidated Net Income for the Period |
(179,000) |
252,000 |
3.11.01 |
Attributable to Owners of the Company |
(59,000) |
192,000 |
3.11.02 |
Attributable to Non-controlling Interests |
(120,000) |
60,000 |
3.99 |
Earnings per Share - (Reais/Share) |
- |
- |
3.99.01 |
Basic Earnings per Share |
- |
- |
3.99.01.01 |
Common |
(0.22227) |
0.68141 |
3.99.01.02 |
Preferred |
(0.22227) |
0.74955 |
3.99.02 |
Diluted Earnings per Share |
- |
- |
3.99.02.01 |
Common |
(0.22227) |
0.68099 |
3.99.02.02 |
Preferred |
(0.22227) |
0.74765 |
13
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Comprehensive Income | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
4.01 |
Net Income (loss) for the Period |
(179,000) |
252,000 |
4.02 |
Other Comprehensive Income |
73,000 |
(16,000) |
4.02.01 |
Cumulative Translation adjustment |
73,000 |
(16,000) |
4.03 |
Total Comprehensive Income for the Period |
(106,000) |
236,000 |
4.03.01 |
Attributable to Owners of the Company |
(43,000) |
186,000 |
4.03.02 |
Attributable to Non-Controlling Interests |
(63,000) |
50,000 |
14
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Cash Flows - Indirect Method | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
6.01 |
Net Cash Provided by Operating Activities |
(7,975,000) |
(4,639,000) |
6.01.01 |
Cash from Operations |
405,000 |
1,018,000 |
6.01.01.01 |
Net Income (loss) for the Period |
(179,000) |
252,000 |
6.01.01.02 |
Deferred Income Tax and Social Contribution (note 21) |
(27,000) |
57,000 |
6.01.01.03 |
Gain (Losses) on Disposal of Fixed Assets and Intangibles |
46,000 |
15,000 |
6.01.01.04 |
Depreciation/Amortization |
280,000 |
264,000 |
6.01.01.05 |
Interest and Inflation Adjustments |
272,000 |
328,000 |
6.01.01.06 |
Adjustment to Present Value |
3,000 |
(1,000) |
6.01.01.07 |
Share of Profit (Loss) of Subsidiaries and Associates (note 13) |
(32,000) |
(28,000) |
6.01.01.08 |
Provision for Risks (note 23) |
69,000 |
52,000 |
6.01.01.10 |
Share-based Payment |
8,000 |
5,000 |
6.01.01.11 |
Allowance for Doubtful Accounts (note 08) |
109,000 |
96,000 |
6.01.01.13 |
Provision for Obsolescence/breakage (note 10) |
5,000 |
(7,000) |
6.01.01.14 |
Deferred revenue (note 24) |
(55,000) |
(17,000) |
6.01.01.15 |
Other Operating Expenses |
- |
2,000 |
6.01.01.18 |
Gain in disposal of subsidiaries |
(94,000) |
- |
6.01.02 |
Changes in Assets and Liabilities |
(8,380,000) |
(5,657,000) |
6.01.02.01 |
Accounts Receivable |
(2,275,000) |
(1,411,000) |
6.01.02.02 |
Inventories |
(259,000) |
(460,000) |
6.01.02.03 |
Recoverable Taxes |
(75,000) |
(263,000) |
6.01.02.04 |
Other Assets |
(196,000) |
(206,000) |
6.01.02.05 |
Related Parties |
34,000 |
(179,000) |
6.01.02.06 |
Restricted Deposits for Legal Proceeding |
(55,000) |
(15,000) |
6.01.02.07 |
Trade Payables |
(4,544,000) |
(2,447,000) |
6.01.02.08 |
Payroll and Related Taxes |
(21,000) |
59,000 |
6.01.02.09 |
Taxes and Social Contributions Payable |
76,000 |
(245,000) |
6.01.02.10 |
Legal Claims |
(70,000) |
(66,000) |
6.01.02.11 |
Other Payables |
(300,000) |
(405,000) |
6.01.02.12 |
Deferred revenue |
10,000 |
(19,000) |
6.01.02.17 |
Suppliers - structured program |
(705,000) |
- |
6.02 |
Net Cash Provided by (Used in) Investing Activities |
(263,000) |
(479,000) |
6.02.02 |
Acquisition of Property and Equipment (note 15) |
(284,000) |
(413,000) |
6.02.03 |
Increase in Intangible Assets (note 16) |
(83,000) |
(103,000) |
6.02.04 |
Sales of Property and Equipment |
13,000 |
30,000 |
6.02.06 |
Net Cash From Sale of Subsidiary |
91,000 |
7,000 |
6.03 |
Net Cash Provided by Financing Activities |
1,667,000 |
110,000 |
6.03.01 |
Capital Increase/Decrease |
- |
1,000 |
6.03.02 |
Borrowings |
2,409,000 |
1,571,000 |
6.03.03 |
Payments (note 17) |
(1,592,000) |
(2,209,000) |
6.03.05 |
Transactions with non-controlling interests |
- |
(4,000) |
6.03.08 |
Borrowings with Related Parties |
851,000 |
751,000 |
6.03.09 |
Payments of Dividends |
(1,000) |
- |
6.04 |
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
4,000 |
4,000 |
6.05 |
Increase (Decrease) in Cash and Cash Equivalents |
(6,567,000) |
(5,004,000) |
6.05.01 |
Cash and Cash Equivalents at the Beginning of the Period |
11,015,000 |
11,149,000 |
6.05.02 |
Cash and Cash Equivalents at the End of the Period |
4,448,000 |
6,145,000 |
15
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 3/31/2016 | |||||||||
R$ (in thousands) |
|||||||||
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings/ Accumulated Losses |
Other comprehensive Income |
Shareholders' |
Non-Controlling |
Consolidated |
5.01 |
Opening Balance |
6,806,000 |
302,000 |
3,440,000 |
- |
(84,000) |
10,464,000 |
3,192,000 |
13,656,000 |
5.03 |
Adjusted Opening Balance |
6,806,000 |
302,000 |
3,440,000 |
- |
(84,000) |
10,464,000 |
3,192,000 |
13,656,000 |
5.04 |
Capital Transactions with Shareholders |
- |
6,000 |
- |
- |
- |
6,000 |
2,000 |
8,000 |
5.04.03 |
Options Granted |
- |
4,000 |
- |
- |
- |
4,000 |
- |
4,000 |
5.04.08 |
Options Granted Recognized in Subsidiaries |
- |
2,000 |
- |
- |
- |
2,000 |
2,000 |
4,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
(59,000) |
16,000 |
(43,000) |
(63,000) |
(106,000) |
5.05.01 |
Net Income (loss) for the Period |
- |
- |
- |
(59,000) |
- |
(59,000) |
(120,000) |
(179,000) |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
16,000 |
16,000 |
57,000 |
73,000 |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
16,000 |
16,000 |
57,000 |
73,000 |
5.07 |
Closing Balance |
6,806,000 |
308,000 |
3,440,000 |
(59,000) |
(68,000) |
10,427,000 |
3,131,000 |
13,558,000 |
16
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 3/31/2015 | |||||||||
R$ (in thousands) |
|||||||||
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings/ Accumulated Losses |
Other comprehensive Income |
Shareholders' |
Non-Controlling |
Consolidated |
5.01 |
Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
3,902,000 |
14,482,000 |
5.03 |
Adjusted Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
3,902,000 |
14,482,000 |
5.04 |
Capital Transactions with Shareholders |
1,000 |
4,000 |
- |
- |
- |
5,000 |
1,000 |
6,000 |
5.04.01 |
Capital Increases |
1,000 |
- |
- |
- |
- |
1,000 |
- |
1,000 |
5.04.03 |
Options Granted |
- |
3,000 |
- |
- |
- |
3,000 |
- |
3,000 |
5.04.08 |
Options Granted Recognized in Subsidiaries |
- |
1,000 |
- |
- |
- |
1,000 |
1,000 |
2,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
192,000 |
(6,000) |
186,000 |
50,000 |
236,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
192,000 |
- |
192,000 |
60,000 |
252,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(6,000) |
(6,000) |
(10,000) |
(16,000) |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
(6,000) |
(6,000) |
(10,000) |
(16,000) |
5.06 |
Internal Changes in Shareholders’ Equity |
- |
- |
(5,000) |
- |
- |
(5,000) |
(2,000) |
(7,000) |
5.06.05 |
Transactions With Non-controlling interests |
- |
- |
(5,000) |
- |
- |
(5,000) |
(2,000) |
(7,000) |
5.07 |
Closing Balance |
6,793,000 |
286,000 |
3,500,000 |
192,000 |
(5,000) |
10,766,000 |
3,951,000 |
14,717,000 |
17
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
|
Companhia Brasileira de Distribuição
Consolidated Interim Financial Information / Statement of Value Added | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date |
Year To Date |
7.01 |
Revenues |
20,141,000 |
19,112,000 |
7.01.01 |
Sales of Goods, Products and Services |
20,040,000 |
19,200,000 |
7.01.02 |
Other Revenues |
210,000 |
8,000 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
(109,000) |
(96,000) |
7.02 |
Products Acquired from Third Parties |
(16,071,000) |
(14,816,000) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(14,010,000) |
(13,091,000) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(2,061,000) |
(1,725,000) |
7.03 |
Gross Value Added |
4,070,000 |
4,296,000 |
7.04 |
Retention |
(280,000) |
(264,000) |
7.04.01 |
Depreciation and Amortization |
(280,000) |
(264,000) |
7.05 |
Net Value Added Produced |
3,790,000 |
4,032,000 |
7.06 |
Value Added Received in Transfer |
229,000 |
244,000 |
7.06.01 |
Share of Profit of Subsidiaries and Associates |
32,000 |
28,000 |
7.06.02 |
Financial Income |
197,000 |
216,000 |
7.07 |
Total Value Added to Distribute |
4,019,000 |
4,276,000 |
7.08 |
Distribution of Value Added |
4,019,000 |
4,276,000 |
7.08.01 |
Personnel |
1,718,000 |
1,764,000 |
7.08.01.01 |
Direct Compensation |
1,237,000 |
1,299,000 |
7.08.01.02 |
Benefits |
289,000 |
286,000 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
102,000 |
99,000 |
7.08.01.04 |
Other |
90,000 |
80,000 |
7.08.01.04.01 |
Interest |
90,000 |
80,000 |
7.08.02 |
Taxes, Fees and Contributions |
1,553,000 |
1,364,000 |
7.08.02.01 |
Federal |
1,077,000 |
901,000 |
7.08.02.02 |
State |
409,000 |
401,000 |
7.08.02.03 |
Municipal |
67,000 |
62,000 |
7.08.03 |
Value Distributed to Providers of Capital |
927,000 |
896,000 |
7.08.03.01 |
Interest |
513,000 |
497,000 |
7.08.03.02 |
Rentals |
414,000 |
399,000 |
7.08.04 |
Value Distributed to Shareholders |
(179,000) |
252,000 |
7.08.04.03 |
Retained Earnings/ Accumulated Losses for the Period |
(59,000) |
192,000 |
7.08.04.04 |
Noncontrolling Interest in Retained Earnings |
(120,000) |
60,000 |
18
São Paulo, Brazil, May 10, 2016 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its results for the first quarter of 2016 (1Q16). The comments refer to the consolidated results of the Group or of its business units. All comparisons are with the same period in 2015, except where stated otherwise.
First quarter 2016 Results
§ GPA net sales reach R$17.8 billion in 1Q16, with a remarkable 10.9% growth in the food segment;
§ Same-store sales in the food segment up 6.0%, the best performance in the last 12 months.;
§ Selling, general and administrative expenses were below the inflation rate: Highlighting the optimization of expenses at Via Varejo, with nominal reduction from 1Q15, and Assaí, where the increase in expenses was lower than sales growth as a result of greater discipline in controlling costs.
§ Greater selectivity in the expansion plan, with the focus on formats with higher returns: opening of 1 Minimercado Extra and 1 Assaí store, in addition to 15 stores currently under construction;
§ Cash management strategy enabled 12.6% growth in financial results, below the interest rate;
§ Multivarejo:
o Improved sales trend across all banners;
o Intensification of price competitiveness and adjustment of commercial dynamics to the current scenario, especially in the Extra banner, with the launch of the "1,2,3 Steps to Saving” campaign;
o Adjusted EBITDA of R$308 million reflects the initial impacts of the new strategy at Extra. This dynamic of more competitive pricing should be compensated by increased customer traffic and volume in coming quarters;
o Profitability level of Pão de Açúcar and Proximity similar to 1Q15
§ Assaí:
o Total net sales increased by 36.2%, the highest quarterly growth since 1Q14, combined with strong double-digit same-store performance, significantly above inflation;
o EBITDA up 43.9%, significantly outpacing sales growth in the period;
o Strong net income growth of 103% in the quarter;
o Financial structure of low leverage finances organic expansion of the banner; between 12 and 15 stores expected to be opened in 2016 .
§ Via Varejo:
o Consistent market share gains and acceleration of the dynamics of recovery on same-store sales;
o Gross margin of 30.6%, down 250 bps from 1Q15 but stable in relation to 4Q15, underlining the promotional strategy adopted in the period;
o Adjustments to cost structure made in 2015 and 1Q16 led to nominal reduction in selling, general and administrative expenses. Via Varejo will continue the initiatives to adjust the cost structure;
o Net income attributable to controlling shareholders, adjusted for other revenues and expenses, amounted to R$33 million in 1Q16.
§ Cnova Brasil:
o Marketplace already has more than 2,300 partner stores, with 15.6% share of GMV, up 850 bps from the previous year;
o Significant stock-out level reduction, providing a better customer service
o Acceleration of synergies in distribution centers with Via Varejo
Consolidated (1) |
Food Businesses |
Via Varejo | |||||||||
(R$ million)(2) |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ | ||
Gross Revenue |
20,040 |
19,200 |
4.4% |
10,721 |
9,644 |
11.2% |
5,411 |
6,085 |
-11.1% | ||
Net Revenue |
17,754 |
17,237 |
3.0% |
9,888 |
8,916 |
10.9% |
4,689 |
5,371 |
-12.7% | ||
Gross Profit |
3,873 |
4,132 |
-6.3% |
2,184 |
2,100 |
4.0% |
1,433 |
1,778 |
-19.4% | ||
Gross Margin |
21.8% |
24.0% |
-220 bps |
22.1% |
23.6% |
-150 bps |
30.6% |
33.1% |
-250 bps | ||
Total Operating Expenses |
(3,487) |
(3,215) |
8.5% |
(1,843) |
(1,604) |
14.9% |
(1,286) |
(1,245) |
3.3% | ||
% of Net Revenue |
19.6% |
18.7% |
90 bps |
18.6% |
18.0% |
60 bps |
27.4% |
23.2% |
420 bps | ||
EBITDA (3) |
417 |
949 |
-56.1% |
354 |
511 |
-30.6% |
157 |
546 |
-71.2% | ||
EBITDA Margin |
2.3% |
5.5% |
-320 bps |
3.6% |
5.7% |
-210 bps |
3.4% |
10.2% |
-680 bps | ||
Adjusted EBITDA(4) |
484 |
1,017 |
-52.4% |
409 |
538 |
-24.1% |
198 |
541 |
-63.4% | ||
Adjusted EBITDA Margin |
2.7% |
5.9% |
-320 bps |
4.1% |
6.0% |
-190 bps |
4.2% |
10.1% |
-590 bps | ||
Net Financial Revenue (Expenses) |
(317) |
(281) |
12.6% |
(183) |
(172) |
6.8% |
(37) |
(88) |
-57.9% | ||
% of Net Revenue |
1.8% |
1.6% |
20 bps |
1.9% |
1.9% |
0 bps |
0.8% |
1.6% |
-80 bps | ||
Net Income (Loss) - Controlling Shareholders |
(59) |
192 |
n.a. |
(8) |
122 |
n.a. |
21 |
116 |
-82.0% | ||
Net Margin |
-0.3% |
1.1% |
-140 bps |
-0.1% |
1.4% |
-150 bps |
0.4% |
2.2% |
-180 bps | ||
Adjusted Net Income (Loss) - Controlling Shareholders (5) |
(17) |
226 |
n.a. |
33 |
142 |
-77.0% |
33 |
115 |
-71.6% | ||
Adjusted Net Margin |
-0.1% |
1.3% |
-140 bps |
0.3% |
1.6% |
-130 bps |
0.7% |
2.1% |
-140 bps |
(1) Includes the results of Cnova (Cnova Brazil + Cdiscount Group); (2) Totals and percentages may not add up due to rounding. All margins were calculated as a percentage of net sales; (3) Earnings before interest, tax, depreciation and amortization; (4) EBITDA adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses; (5) Net Income adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses, as well as the respective effects of associated income tax.
19
Sales Performance
Net Revenue | 1Q16 x 1Q15 | |
(R$ million) | 1Q16 | Δ |
Consolidated (1) | 17,754 | 3.0% |
Food Businesses | 9,888 | 10.9% |
Multivarejo (2) | 6,740 | 2.0% |
Assaí | 3,148 | 36.2% |
Non-Food Businesses | 7,881 | -5.5% |
Cnova | 3,177 | 7.7% |
Via Varejo (3) |
4,704 | -12.7% |
Δ Net 'Same-Store' Sales | |
1Q16 | |
Consolidated (1) | 0.8% |
Multivarejo + Assaí | 6.0% |
Cnova | 7.7% |
Via Varejo (3) | -11.8% |
(1) Excludes revenue from intercompany transactions; (2) Extra and Pão de Açúcar banners; (3) Includes revenue from intercompany transactions.
Sales Performance – Consolidated
§ In 1Q16, consolidated net sales totaled R$17.8 billion, up 3.0%, reflecting a consumption environment strongly impacted by the adverse macroeconomic scenario;
§ The food segment (Multivarejo + Assaí) delivered remarkable performance, with total net sales growth of 10.9%, driven by stronger sales at Assaí (+36.2%) combined with improved sales at Multivarejo (+2.0%);
§ Via Varejo once again registered the best sales performance since 2Q15, gradually recovering during the quarter, accompanied by market share growth;
§ The Company has become more selective about its organic expansion plan for the year, with the focus on higher-return formats (Assaí and Proximity). During the quarter one Minimercado Extra and one Assaí store were opened. The Assaí banner already funds its own organic growth and expects to open between 12 and 15 stores in the year, similarly to in 2015. At present, 15 stores are under construction, namely: 8 Assaí, 2 Pão de Açúcar, 4 Minuto Pão de Açúcar and 1 Minimercado Extra.
20
Food Business (Multivarejo + Assaí)
§ Net sales grew 10.9% in the quarter, the highest in the last 12 months, totaling R$9.9 billion, mainly due to the solid performance of the 96 Assaí stores, whose share of total food sales already exceeds the share of the hypermarket format;
§ On a same-store basis, food segment sales increased by 6.0%, the best performance in the last 12 months. This growth trend is observed in both Assaí and Multivarejo, with the growth registered by Pão de Açúcar and Proximity stores combined with that of Assaí coming close to the inflation in the period. Adjusted for the calendar effect, same-store sales in the Food segment would have grown 3.1%, in line with the adjusted growth in 1Q15, despite the impact of economic slowdown on consumption. Note that sales performance improved gradually during the quarter;
§ One of the highlights was the resilience shown by the food segment, which has delivered market share gains and improved sales performance by most of its banners in comparison with the second half of 2015, despite the stronger comparison basis. The food segment has been increasing its share of sales and already accounts for 56% of the Group’s portfolio;
§ It is important to highlight the improved sales performance by Multivarejo banners as a result of: (i) differentiated services and new product launches at Pão de Açúcar, translated into market share gains in most of the months in the last two years; (ii) the growth of the Proximity format, which has been growing its market share consecutively in the last 12 months, mainly through organic growth with the focus on higher-return formats (Minuto Pão de Açúcar); and (iii) the new commercial dynamics, more appropriate for the current scenario, which together with the continued adjustments to the assortment to meet consumer needs, operational improvements and modernization of assets in the Extra banner also helped in the recovery of Multivarejo;
§ Assaí continued to deliver strong sales growth, with net sales increasing by 36.2%, reflecting the favorable economic scenario for the segment and double-digit same-store sales growth, combined with the maturation of stores opened in the last 12 months. This result was driven by the correct positioning of the banner, which serves price-sensitive customers, reflecting in significant market share gains. The banner remains focused on the expansion plan, with another store opened in the quarter, bringing to nine the total number of stores opened in the last 12 months.
Via Varejo
§ Net sales totaled R$4.7 billion, down 11.8% on a same-store basis. Total sales fell 12.7%. In the quarter, sales fell more sharply in January due to the strong comparison base of January 2015, while February and March performed above the quarterly average. In addition, Via Varejo continued to close underperforming stores. Mobile phones and sales of services grew sharply in the period compared to 1Q15;
§ Via Varejo continued to intensify its strategy of price competitiveness and better promotions which, combined with the healthy sales performance of services, has helped improve the company’s sales despite the continuing trend of weak consumption in Brazil. Consequently, Via Varejo has been
21
increasing its market share;
§ The performance of telephone categories in the stores renovated under the new concepts is 1,790 bps above the company average. In 2016, the Company will accelerate the renovation of telephone and furniture categories, thereby leveraging sales and improving the shopping experience for customers;
§ Via Varejo continues to offer a comprehensive range of payment options such as cash, credit cards, co-branded credit cards and payment books. The Company operates strictly and meticulously to control the credit risk in both the payment book operation and in credit card installment payments;
§ In the coming quarters, Via Varejo will continue to focus on increasing store productivity and improving customer service levels. With this, it expects to increasingly strengthen its competitive advantages and leverage its structural gains in market share.
Cnova Brasil
§ GMV totaled €401.8 million (R$1,729 million) in the first quarter of 2016, down -10.5% p.a. on a constant currency basis. In the same period, the share of marketplace in GMV reached 15.6% (+852 bps in the annual comparison). On March 31, 2016, we had more than 2,300 vendors in the marketplace;
§ Traffic grew 15.7% p.a. to 269 million visits in the first quarter of 2016, with mobile devices accounting for 44.0% of total traffic;
§ Improvements in customer service in the quarter include the resolution of flaws in order processing, improved service at call centers and significant reduction in stockout levels.
22
Cnova Investigation
As announced by the Company and the subsidiary Cnova NV on December 18, 2015, the Board of Directors of Cnova had hired external legal advisors and accounting experts to help review issues, including alleged irregularities in the conduct of employees related to inventory management, at the distribution centers (DCs) of its Brazilian subsidiary. Cnova also identified discrepancies related to trade accounts payable and accounts receivable/products in transit with carriers.
On February 24, 2016, Cnova provided an estimated quantification of the overstatement of net sales and accounts receivable, the over-valuation of inventory as well as the incorrect accounting entries primarily related to accounts payable. The combined impact of these adjustments on operating EBIT was estimated at approximately R$177 million. This adjustment was fully booked in the financial statements of the fourth quarter of 2015.
On April 26, 2016, Cnova announced that the internal review was still in progress, with the following topics identified in addition to the issues reported on December 31, 2015:
§ Effects of unintentional errors arising from “orders to be invoiced” to customers and “provision for freight”, whose accounting impact of R$42 million was recorded as a debit entry in the income statement for the quarter ended March 31, 2016, of which R$20 million under revenue from “net sales from goods and services” and R$22 million under “cost of goods sold and services sold”;
§ The ongoing review at Cnova Brasil recently identified other issues (related to incorrect capitalization of expenses in intangible assets) that are currently undergoing additional reviews. The amount under investigation is approximately R$200 million, which, according to Cnova management, may have a partial adjustment of this amount. However, on the date of approval of these interim financial statements, not all elements are available to conclude this measurement, and thus no adjustment related to this matter was recorded in the quarterly financial information as of March 31, 2016.
In view of the above, the Company now expects to file its annual report on Form 20-F for the fiscal year ended December 31, 2015 by no sooner than June 2016. As such, the Company filed a 12b-25 form with the U.S. Securities and Exchange Commission (SEC) justifying the delay in filing said report.
23
Operating Performance
Consolidated | |||
(R$ million) |
1Q16 |
1Q15 |
Δ |
Gross Revenue |
20,040 |
19,200 |
4.4% |
Net Revenue |
17,754 |
17,237 |
3.0% |
Gross Profit |
3,873 |
4,132 |
-6.3% |
Gross Margin |
21.8% |
24.0% |
-220 bps |
Selling Expenses |
(2,964) |
(2,716) |
9.1% |
General and Administrative Expenses |
(488) |
(459) |
6.3% |
Equity Income |
32 |
28 |
16.9% |
Other Operating Revenue (Expenses) |
(68) |
(68) |
-0.2% |
Total Operating Expenses |
(3,487) |
(3,215) |
8.5% |
% of Net Revenue |
19.6% |
18.7% |
90 bps |
Depreciation (Logistic) |
31 |
32 |
-3.3% |
EBITDA |
417 |
949 |
-56.1% |
EBITDA Margin |
2.3% |
5.5% |
-320 bps |
Adjusted EBITDA (1) |
484 |
1,017 |
-52.4% |
Adjusted EBITDA Margin |
2.7% |
5.9% |
-320 bps |
(1) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses
The Company's gross margin reached 21.8% in the quarter, mainly due to the lower contribution of Via Varejo to consolidated gross profit, in addition to the continuation of investments in price competitiveness in Multivarejo operations, especially at Extra banner.
The nominal growth of selling, general and administrative expenses was 8.7% in 1Q16, below inflation in the period, despite the opening of 100 new stores in the last 12 months, mainly due to the optimization of expenses at Via Varejo. Moreover, it is important to highlight that expenses grew below sales increase in Assaí as a result of discipline in cost control.
The Company incurred other operating income and expenses of R$68 million in the quarter. Most of this amount is related to expenses with integration and restructuring, net result from fixed assets, and costs of the Cnova investigation.
Adjusted EBITDA, which excludes other operating income and expenses, stood at R$484 million in the quarter. This result primarily reflects the lower contribution of Via Varejo to the Company's EBITDA due to the downturn in the consumer goods market, in addition to the strong EBITDA margin of 10.1% presented in Via Varejo at 1Q15.
24
Multivarejo | |||
(R$ million) |
1Q16 |
1Q15 |
Δ |
Gross Revenue |
7,307 |
7,147 |
2.2% |
Net Revenue |
6,740 |
6,605 |
2.0% |
Gross Profit |
1,755 |
1,786 |
-1.8% |
Gross Margin |
26.0% |
27.0% |
-100 bps |
Selling Expenses |
(1,312) |
(1,197) |
9.6% |
General and Administrative Expenses |
(170) |
(155) |
9.4% |
Equity Income |
23 |
21 |
8.3% |
Other Operating Revenue (Expenses) |
(54) |
(27) |
97.4% |
Total Operating Expenses |
(1,512) |
(1,358) |
11.4% |
% of Net Revenue |
22.4% |
20.6% |
180 bps |
Depreciation (Logistic) |
13 |
13 |
-4.3% |
EBITDA |
255 |
441 |
-42.3% |
EBITDA Margin |
3.8% |
6.7% |
-290 bps |
Adjusted EBITDA (1) |
308 |
468 |
-34.2% |
Adjusted EBITDA Margin |
4.6% |
7.1% |
-250 bps |
(1) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses
In 1Q16, Multivarejo intensified its efforts to increase price competitiveness, adjusting the commercial dynamics to the current scenario in order to increase consumer loyalty and market share. The new commercial dynamics (1, 2, 3 Savings Steps) launched by the Extra banner aim to benefit customers that seek advantages and competitive prices, offering progressive discounts starting at 20% on the purchase of the first unit and up to 33% on the third unit. This strategy, combined with changes in consumer habits due to the economic scenario, resulted in gross margin of 26.0% in the period.
Selling, general and administrative expenses grew 9.6% from 1Q15, in line with inflation in the period. The main impacts were:
§ Higher personnel expenses, as a result of wage increases in the end of 2015;
§ Higher electricity costs, which grew approximately 40% year-over-year;
§ Expenses related to store expansion (67 stores were opened in the last 12 months).
Other operating income and expenses in the quarter are mainly associated with restructuring expenses and net result from fixed assets.
Adjusted EBITDA amounted to R$308 million, with margin of 4.6%, mainly due to the performance of gross margin and the pressure on expenses linked to inflation, as mentioned above. These effects were mainly seen in the Extra banner, whose profitability was lower year-over-year. Other Multivarejo banners registered similar profitability compared to the same period the previous year.
25
Assaí | |||
(R$ million) |
1Q16 |
1Q15 |
Δ |
Gross Revenue |
3,414 |
2,497 |
36.7% |
Net Revenue |
3,148 |
2,312 |
36.2% |
Gross Profit |
429 |
314 |
36.7% |
Gross Margin |
13.6% |
13.6% |
0 bps |
Selling Expenses |
(289) |
(216) |
33.7% |
General and Administrative Expenses |
(40) |
(29) |
40.3% |
Other Operating Revenue (Expenses) |
(1) |
(1) |
15.6% |
Total Operating Expenses |
(331) |
(246) |
34.4% |
% of Net Revenue |
10.5% |
10.6% |
-10 bps |
Depreciation (Logistic) |
1 |
1 |
-2.7% |
EBITDA |
100 |
69 |
43.9% |
EBITDA Margin |
3.2% |
3.0% |
20 bps |
The consistency of Assaí's performance shows its right positioning in the current macroeconomic scenario. The banner continued to post significant net sales growth (36.2%), the highest quarterly growth since 1Q14, reaching R$3.1 billion in 1Q16. This performance was due to double-digit same-store sales growth, the opening of nine stores in the last 12 months, and also a favorable economic scenario for the segment.
Note that combined with organic growth, Assaí has gained significant market share and increased its share of sales in the Food segment, from 28% in 2015 to 32% in 1Q16, and is currently the banner with the highest share in this segment.
Gross margin remained stable from the same period in the previous year. Operating expenses as a percentage of net sales decreased slightly (10 bps) due to the maturation of stores, despite the opening of new stores in the last 12 months. Selling expenses presented lower increase than revenue growth as a result of the combination of strong sales growth, which allowed greater dilution of expenses, and discipline in cost control, supporting the increase in customer traffic.
EBITDA grew 43.9%, significantly above sales growth in the period. EBITDA margin reached 3.2%, expanding by 20 bps.
In 2016, Assaí will continue to focus in organic growth and expects to open between 12 and 15 stores.
26
Via Varejo (1) | |||
(R$ million) |
1Q16 |
1Q15 |
Δ |
Gross Revenue |
5,411 |
6,085 |
-11.1% |
Net Revenue |
4,689 |
5,371 |
-12.7% |
Gross Profit |
1,433 |
1,778 |
-19.4% |
Gross Margin |
30.6% |
33.1% |
-250 bps |
Selling Expenses |
(1,108) |
(1,104) |
0.3% |
General and Administrative Expenses |
(147) |
(153) |
-3.9% |
Equity Income |
9 |
7 |
44.7% |
Other Operating Revenue (Expenses) |
(40) |
6 |
n.a. |
Total Operating Expenses |
(1,286) |
(1,245) |
3.3% |
% of Net Revenue |
27.4% |
23.2% |
420 bps |
Depreciation (Logistic) |
10 |
13 |
-23.2% |
EBITDA |
157 |
546 |
-71.2% |
EBITDA Margin |
3.4% |
10.2% |
-680 bps |
Adjusted EBITDA (2) |
198 |
541 |
-63.4% |
Adjusted EBITDA Margin |
4.2% |
10.1% |
-590 bps |
(1) Some figures in this earnings release differ from those presented in the Via Varejo release due to the effects of intercompany transactions; (2) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.
The measures taken in 2015 and 1Q16 to reduce expenses offset the increase in price competitiveness in the period and mitigated part of the increase in taxes. Via Varejo continues to focus on implementing initiatives aimed at adjusting the cost structure and increasing store productivity.
Adjusted EBITDA stood at R$198 million due to the following factors:
§ Gross margin of 30.6%, in line with the margin level of the 4Q15, strengthening promotional activity and competitiveness based on efficiency gains and higher penetration of services;
§ Decrease of 0.2% in selling, general and administrative expenses, despite the inflation in the period;
§ Other Operating Income and Expenses of R$40 million, mainly related to restructuring expenses;
The end of tax exemption on payroll had an impact of approximately 50 bps on Via Varejo's EBITDA margin.
27
Financial Result
Consolidated | |||
(R$ million) |
1Q16 |
1Q15 |
Δ |
|
|
|
|
Financial Revenue |
194 |
216 |
-10.2% |
Financial Expenses |
(511) |
(497) |
2.7% |
Cost of Sale of Receivables of Credit Card |
(85) |
(91) |
-6.6% |
Cost of Discount of Receivables of Payment Book |
(84) |
(88) |
-4.5% |
Cost of Debt and Others |
(342) |
(318) |
7.4% |
Net Financial Revenue (Expenses) |
(317) |
(281) |
12.6% |
% of Net Revenue |
1.8% |
1.6% |
20 bps |
Financial result increased 12.6% in the quarter to R$317 million, despite the 15.8% hike in interest rate (average CDI rate) during the period.
The main variations in financial result were:
§ Decrease of R$22 million (or 10.2%) in financial revenue, reflecting the lower average cash balance in the period;
§ Decrease of R$10 million (or 5.6%) in the cost of sale of receivables (credit card and payment book) due to lower sales of non-food categories and the continuity of the Company's cash management strategy, which led to a reduction in the volume of the total sale of receivables, especially at Via Varejo;
§ Increase of R$24 million in the cost of debt and others, below the hike in interest rate in the quarter.
28
Net Income
Consolidated |
|
Food Businesses |
|
Via Varejo | |||||||
|
| ||||||||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
| |
(R$ million) |
1Q16 |
1Q15 |
Δ |
|
1Q16 |
1Q15 |
Δ% |
|
1Q16 |
1Q15 |
Δ% |
|
|
|
|
|
|
|
|
|
|
| |
EBITDA |
417 |
949 |
-56.1% |
|
354 |
511 |
-30.6% |
|
157 |
546 |
-71.2% |
Depreciation (Logistic) |
(31) |
(32) |
-3.3% |
|
(14) |
(14) |
-4.2% |
|
(10) |
(13) |
-23.2% |
Depreciation and Amortization |
(250) |
(231) |
8.3% |
|
(175) |
(165) |
5.8% |
|
(44) |
(42) |
3.8% |
Net Financial Revenue (Expenses) |
(317) |
(281) |
12.6% |
|
(183) |
(172) |
6.8% |
|
(37) |
(88) |
-57.9% |
Income (Loss) before Income Tax |
(181) |
405 |
n.a. |
|
(17) |
159 |
n.a. |
|
66 |
403 |
-83.6% |
Income Tax |
3 |
(153) |
n.a. |
|
7 |
(41) |
n.a. |
|
(18) |
(134) |
-86.8% |
Net Income (Loss) - Company |
(179) |
252 |
n.a. |
|
(10) |
118 |
n.a. |
|
48 |
269 |
-82.0% |
Net Margin |
-1.0% |
1.5% |
-250 bps |
|
-0.1% |
1.3% |
-140 bps |
|
1.0% |
5.0% |
-400 bps |
Net Income (Loss) - Controlling Shareholders |
(59) |
192 |
n.a. |
|
(8) |
122 |
n.a. |
|
21 |
116 |
-82.0% |
Net Margin - Controllings Shareholders |
-0.3% |
1.1% |
-140 bps |
|
-0.1% |
1.4% |
-150 bps |
|
0.4% |
2.2% |
-180 bps |
|
|
|
|||||||||
Other Operating Revenue (Expenses) |
(68) |
(68) |
-0.2% |
(54) |
(28) |
95.3% |
(40) |
6 |
n.a. | ||
Income Tax from Other Operating Revenues (Expenses) and Income Tax from Nonrecurring |
28 |
9 |
213.6% |
14 |
7 |
91.3% |
14 |
(2) |
n.a. | ||
Adjusted Net Income (Loss) - Company (1) |
(139) |
311 |
n.a. |
31 |
139 |
-78.0% |
75 |
265 |
-71.6% | ||
Adjusted Net Margin - Company |
-0.8% |
1.8% |
-260 bps |
0.3% |
1.6% |
-130 bps |
1.6% |
4.9% |
-330 bps | ||
Adjusted Net Income (Loss) - Controlling Shareholders (1) |
(17) |
226 |
n.a. |
|
33 |
142 |
-77.0% |
|
33 |
115 |
-71.6% |
Adjusted Net Margin - Controlling Shareholders |
-0.1% |
1.3% |
-140 bps |
|
0.3% |
1.6% |
-130 bps |
|
0.7% |
2.1% |
-140 bps |
(1) Net Income (Loss) adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expense, excluding the effects on Income and Social Contribution Taxes.
In 1Q16, net income attributable to controlling shareholders and adjusted by Other Operating Income and Expenses was negative at R$17 million.
In the Food segment, the highlight performance came from Assaí, which posted net income growth of 103%. Thus, the Food segment posted net income attributable to controlling shareholders, adjusted by other operating income and expenses, of R$33 million.
Via Varejo posted net income attributable to controlling shareholders, adjusted by other operating income and expenses, of R$33 million.
29
Indebtedness
Consolidated | ||
(R$ million) |
03.31.2016 |
03.31.2015 |
Short Term Debt |
(3,712) |
(3,304) |
Loans and Financing |
(3,190) |
(806) |
Debentures and Promissory Notes |
(522) |
(2,498) |
Long Term Debt |
(2,949) |
(3,419) |
Loans and Financing |
(2,052) |
(2,523) |
Debentures |
(898) |
(896) |
Total Gross Debt |
(6,661) |
(6,723) |
Cash and Financial investments |
4,448 |
6,145 |
Net Debt |
(2,213) |
(578) |
EBITDA(1) |
2,148 |
4,829 |
Net Debt / EBITDA(1) |
-1.03x |
-0.12x |
|
||
Payment Book - Short Term |
(2,293) |
(2,526) |
Payment Book - Long Term |
(171) |
(113) |
Net Debt with Payment Book |
(4,677) |
(3,217) |
Net Debt with Payment Book / EBITDA(1) |
-2.18x |
-0.67x |
|
||
On balance Credit Card Receivables |
2,880 |
1,761 |
Net Debt with Payment Book and Credit Card Receivables not sold(2) |
(1,797) |
(1,456) |
Net Debt with Payment Book and Credit Card Receivables not sold(2)/ EBITDA(1) |
-0.84x |
-0.30x |
(1)EBITDA in the last 12 months.
(2) Includes R$2,880 million in credit card receivables not sold in the quarter, for the purpose of comparison with 1Q15.
The Company ended March 2016 with a decrease of R$62 million in gross debt compared to March 2015, and with cash reserve and cash equivalent of R$4.5 billion, in addition to a balance of R$2.9 billion in receivables not sold.
Consequently, net debt including payment book operation and credit card receivables not sold amounted to R$1.8 billion at the end of March 2016, increasing R$341 million from March 2015.
30
Consolidated | |||
(R$ million) |
1Q16 |
1Q15 | |
Cash Balance at Beginning of Period |
11,015 |
11,149 | |
|
|
| |
Cash Flow from Operating Activities |
(7,975) |
(4,639) | |
EBITDA |
417 |
949 | |
Cost of Sale of Receivables |
(169) |
(179) | |
Working Capital |
(7,783) |
(4,318) | |
Assets and Liabilities Variation |
(440) |
(1,091) | |
Cash Flow from Investment Activities |
(263) |
(479) | |
Net Investment |
(354) |
(486) | |
Acquisition / Sale of Interest and Others |
91 |
7 | |
|
|
| |
Change on net cash after investments |
(8,238) |
(5,118) | |
|
|
| |
Cash Flow from Financing Activities |
1,667 |
110 | |
Dividends Payments and Others |
(1) |
- | |
Net Payments |
1,668 |
110 | |
|
|
| |
Change on Net Cash |
(6,571) |
(5,008) | |
|
|
| |
Exchange Rate |
4 |
4 | |
|
|
| |
Cash Balance at End of Period |
4,448 |
6,145 | |
|
|
|
|
Net Debt |
(2,213) |
(578) |
The Company's cash balance stood at R$4.5 billion at the end of 1Q16. The decrease compared to the opening balance of the period (R$11.0 billion) was mainly due to the seasonality in the retail sector, which traditionally registers higher cash levels at the end of the year.
The main factors contributing to these changes in the quarter were:
§ EBITDA impacted mainly by the downturn in the consumer goods scenario and, consequently, the lower contribution from Via Varejo, in addition to a strong comparison base with 1Q15;
§ The cash management strategy adopted by the Company led to lower sale of receivables and negatively impacted working capital by approximately R$1 billion in the quarter. Note that this change was also impacted by the significant evolution in working capital over the course of 2015.
31
Capital Expenditure (Capex)
|
Consolidated |
Food Businesses |
Via Varejo | ||||||||
(R$ million) |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ | ||
|
|||||||||||
New stores and land acquisition |
105 |
136 |
-22.9% |
103 |
125 |
-17.6% |
2 |
11 |
-79.9% | ||
Store renovations and conversions |
142 |
125 |
13.7% |
134 |
103 |
30.6% |
8 |
22 |
-65.4% | ||
Infrastructure and Others |
203 |
190 |
7.2% |
144 |
75 |
91.7% |
13 |
42 |
-69.0% | ||
|
|||||||||||
Non-cash Effect |
|||||||||||
Financing Assets |
(83) |
65 |
n.a. |
(60) |
65 |
n.a. |
- |
- |
n.a. | ||
Total |
367 |
516 |
-28.8% |
321 |
368 |
-12.8% |
23 |
75 |
-69.7% |
The Company invested a total of R$367 million in the quarter, of which 87% was invested in the food segment.
The quarter registered the opening of one Minimercado Extra store and one Assaí store. Another 15 stores are currently under construction: 8 Assaí, 2 Pão de Açúcar, 4 Minuto Pão de Açúcar and 1 Minimercado Extra. In addition, the plan to modernize the assets of Extra was continued.
The Company has become more selective about its organic expansion plan for the year, with the focus on higher-return formats (Assaí and Proximity). It will also carry on with the asset modernization and banner conversion plan in the food segment. At Via Varejo, the focus is on accelerating the revitalization of mobile and furniture categories, providing a better shopping experience to customers.
32
Appendix I - Definitions used in this document
Company’s Business Units: The Company’s business is divided into four units - Retail, Cash & Carry, Bricks-and-mortar (sale of home appliances and furniture) and E-commerce – grouped as follows:
Same-Store Sales: The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months. Acquisitions in their first 12 months of operation are not included in the same-store calculation base.
Growth and changes: The growth and changes presented in this document refer to variations from the same period of the previous year, except where stated otherwise.
EBITDA: EBITDA is calculated in accordance with Instruction 527 issued by the Securities and Exchange Commission of Brazil (CVM) on October 4, 2012.
Adjusted EBITDA: Measure of profitability calculated by excluding Other Operating Income and Expenses from EBITDA. Management uses this measure because it believes it eliminates nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.
Adjusted net income: Measure of profitability calculated as Net Income excluding Other Operating Income and Expenses and excluding the effects on Income and Social Contribution Taxes. Also excluded are the effects of nonrecurring direct income tax. Management uses this metric in its analyses given its belief that it eliminates any nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.
33
BALANCE SHEET | |||||||
ASSETS | |||||||
Consolidated |
Food Businesses | ||||||
(R$ million) |
03.31.2016 |
12.31.2015 |
03.31.2015 |
03.31.2016 |
12.31.2015 |
03.31.2015 | |
Current Assets |
21,113 |
24,998 |
21,297 |
8,010 |
9,581 |
8,381 | |
Cash and Marketable Securities |
4,448 |
11,015 |
6,145 |
2,386 |
3,699 |
3,388 | |
Accounts Receivable |
5,329 |
3,218 |
4,582 |
247 |
474 |
222 | |
Credit Cards |
2,851 |
664 |
1,761 |
37 |
136 |
67 | |
Payment book |
1,815 |
1,877 |
2,154 |
- |
- |
- | |
Sales Vouchers and Others |
804 |
884 |
768 |
136 |
175 |
117 | |
Allowance for Doubtful Accounts |
(352) |
(371) |
(328) |
(2) |
- |
(1) | |
Resulting from Commercial Agreements |
211 |
164 |
227 |
76 |
164 |
39 | |
Inventories |
9,185 |
8,989 |
8,936 |
4,487 |
4,584 |
4,075 | |
Recoverable Taxes |
1,251 |
1,102 |
865 |
429 |
439 |
200 | |
Noncurrent Assets for Sale |
13 |
15 |
21 |
8 |
8 |
8 | |
Dividends Receivable |
- |
- |
27 |
- |
- |
26 | |
Expenses in Advance and Other Accounts Receivables |
888 |
659 |
721 |
452 |
377 |
462 | |
Noncurrent Assets |
22,650 |
22,504 |
21,830 |
15,928 |
15,802 |
15,517 | |
Long-Term Assets |
5,138 |
5,091 |
4,999 |
1,906 |
1,938 |
2,132 | |
Accounts Receivables |
123 |
98 |
86 |
- |
- |
- | |
Credit Cards |
29 |
- |
- |
- |
- |
- | |
Payment Book |
106 |
111 |
94 |
- |
- |
- | |
Allowance for Doubtful Accounts |
(12) |
(13) |
(8) |
- |
- |
- | |
Inventories |
- |
- |
172 |
- |
- |
172 | |
Recoverable Taxes |
2,397 |
2,445 |
2,350 |
550 |
605 |
498 | |
Deferred Income Tax and Social Contribution |
542 |
564 |
505 |
44 |
70 |
95 | |
Amounts Receivable from Related Parties |
312 |
309 |
333 |
63 |
36 |
178 | |
Judicial Deposits |
1,067 |
999 |
880 |
583 |
574 |
537 | |
Expenses in Advance and Others |
698 |
676 |
673 |
666 |
654 |
652 | |
Investments |
439 |
407 |
447 |
282 |
284 |
277 | |
Property and Equipment |
10,440 |
10,398 |
9,832 |
8,911 |
8,825 |
8,350 | |
Intangible Assets |
6,633 |
6,609 |
6,552 |
4,829 |
4,754 |
4,757 | |
TOTAL ASSETS |
43,764 |
47,502 |
43,127 |
23,939 |
25,382 |
23,898 | |
LIABILITIES | |||||||
Consolidated |
Food Businesses | ||||||
03.31.2016 |
12.31.2015 |
03.31.2015 |
03.31.2016 |
12.31.2015 |
03.31.2015 | ||
Current Liabilities |
22,689 |
25,231 |
20,833 |
8,946 |
9,317 |
8,128 | |
Suppliers |
10,847 |
15,484 |
10,999 |
4,312 |
6,365 |
3,632 | |
Suppliers ('Forfait') |
350 |
1,055 |
- |
- |
- |
- | |
Loans and Financing |
3,190 |
1,469 |
806 |
2,351 |
1,092 |
758 | |
Payment Book (CDCI) |
2,293 |
2,308 |
2,526 |
- |
- |
- | |
Debentures |
522 |
38 |
2,498 |
522 |
38 |
2,090 | |
Payroll and Related Charges |
1,001 |
1,023 |
926 |
543 |
529 |
490 | |
Taxes and Social Contribution Payable |
932 |
829 |
652 |
180 |
219 |
158 | |
Dividends Proposed |
2 |
1 |
321 |
0 |
0 |
195 | |
Financing for Purchase of Fixed Assets |
70 |
113 |
37 |
48 |
113 |
37 | |
Rents |
133 |
151 |
104 |
90 |
106 |
70 | |
Acquisition of Companies |
80 |
76 |
75 |
80 |
76 |
75 | |
Debt with Related Parties |
1,446 |
563 |
924 |
173 |
162 |
382 | |
Advertisement |
83 |
121 |
64 |
62 |
45 |
25 | |
Provision for Restructuring |
10 |
6 |
- |
6 |
5 |
- | |
Advanced Revenue |
426 |
420 |
236 |
132 |
123 |
54 | |
Others |
1,304 |
1,574 |
665 |
449 |
445 |
163 | |
Long-Term Liabilities |
7,517 |
8,616 |
7,577 |
5,097 |
6,140 |
6,002 | |
Loans and Financing |
2,052 |
3,100 |
2,523 |
1,650 |
2,680 |
2,367 | |
Payment Book (CDCI) |
171 |
167 |
113 |
- |
- |
- | |
Debentures |
898 |
897 |
896 |
898 |
897 |
896 | |
Financing for Purchase of Assets |
4 |
4 |
4 |
4 |
4 |
4 | |
Acquisition of Companies |
27 |
28 |
61 |
- |
- |
61 | |
Deferred Income Tax and Social Contribution |
1,148 |
1,184 |
1,181 |
1,119 |
1,157 |
1,178 | |
Tax Installments |
563 |
572 |
609 |
563 |
572 |
609 | |
Provision for Contingencies |
1,437 |
1,396 |
1,370 |
802 |
770 |
747 | |
Advanced Revenue |
1,171 |
1,223 |
777 |
30 |
32 |
104 | |
Others |
47 |
45 |
43 |
31 |
27 |
35 | |
|
|
|
|
|
|
| |
Shareholders' Equity |
13,558 |
13,655 |
14,717 |
9,895 |
9,925 |
9,767 | |
Capital |
6,806 |
6,806 |
6,793 |
5,135 |
5,125 |
4,639 | |
Capital Reserves |
308 |
302 |
286 |
308 |
302 |
287 | |
Profit Reserves |
3,381 |
3,440 |
3,692 |
3,381 |
3,440 |
3,684 | |
Adjustment of Equity Valuation |
(68) |
(84) |
(5) |
(68) |
(84) |
1 | |
Minority Interest |
3,131 |
3,191 |
3,951 |
1,140 |
1,142 |
1,157 | |
TOTAL LIABILITIES |
43,764 |
47,502 |
43,127 |
23,939 |
25,382 |
23,898 |
34
INCOME STATEMENT | |||||||||||||||||||
Consolidated |
Food Businesses |
Multivarejo |
Assaí |
Via Varejo | |||||||||||||||
R$ - Million |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ |
1Q16 |
1Q15 |
Δ | ||||
Gross Revenue |
20,040 |
19,200 |
4.4% |
10,721 |
9,644 |
11.2% |
7,307 |
7,147 |
2.2% |
3,414 |
2,497 |
36.7% |
5,411 |
6,085 |
-11.1% | ||||
Net Revenue |
17,754 |
17,237 |
3.0% |
9,888 |
8,916 |
10.9% |
6,740 |
6,605 |
2.0% |
3,148 |
2,312 |
36.2% |
4,689 |
5,371 |
-12.7% | ||||
Cost of Goods Sold |
(13,850) |
(13,073) |
6.0% |
(7,691) |
(6,802) |
13.1% |
(4,973) |
(4,805) |
3.5% |
(2,718) |
(1,996) |
36.1% |
(3,246) |
(3,579) |
-9.3% | ||||
Depreciation (Logistic) |
(31) |
(32) |
-3.3% |
(14) |
(14) |
-4.2% |
(13) |
(13) |
-4.3% |
(1) |
(1) |
-2.7% |
(10) |
(13) |
-23.2% | ||||
Gross Profit |
3,873 |
4,132 |
-6.3% |
2,184 |
2,100 |
4.0% |
1,755 |
1,786 |
-1.8% |
429 |
314 |
36.7% |
1,433 |
1,778 |
-19.4% | ||||
Selling Expenses |
(2,964) |
(2,716) |
9.1% |
(1,601) |
(1,413) |
13.3% |
(1,312) |
(1,197) |
9.6% |
(289) |
(216) |
33.7% |
(1,108) |
(1,104) |
0.3% | ||||
General and Administrative Expenses |
(488) |
(459) |
6.3% |
(210) |
(184) |
14.2% |
(170) |
(155) |
9.4% |
(40) |
(29) |
40.3% |
(147) |
(153) |
-3.9% | ||||
Equity Income |
32 |
28 |
16.9% |
23 |
21 |
8.3% |
23 |
21 |
8.3% |
- |
- |
n.a. |
9 |
7 |
44.7% | ||||
Other Operating Revenue (Expenses) |
(68) |
(68) |
-0.2% |
(54) |
(28) |
95.3% |
(54) |
(27) |
97.4% |
(1) |
(1) |
15.6% |
(40) |
6 |
n.a. | ||||
Total Operating Expenses |
(3,487) |
(3,215) |
8.5% |
(1,843) |
(1,604) |
14.9% |
(1,512) |
(1,358) |
11.4% |
(331) |
(246) |
34.4% |
(1,286) |
(1,245) |
3.3% | ||||
Depreciation and Amortization |
(250) |
(231) |
8.3% |
(175) |
(165) |
5.8% |
(145) |
(143) |
1.1% |
(30) |
(22) |
36.1% |
(44) |
(42) |
3.8% | ||||
Earnings before interest and Taxes - EBIT |
135 |
686 |
-80.2% |
166 |
331 |
-49.9% |
98 |
285 |
-65.8% |
68 |
46 |
48.8% |
103 |
491 |
-79.0% | ||||
Financial Revenue |
194 |
216 |
-10.2% |
65 |
106 |
-38.6% |
55 |
103 |
-46.1% |
10 |
3 |
207.2% |
115 |
66 |
74.5% | ||||
Financial Expenses |
(511) |
(497) |
2.7% |
(248) |
(277) |
-10.5% |
(220) |
(253) |
-13.1% |
(28) |
(24) |
16.8% |
(152) |
(154) |
-1.3% | ||||
Net Financial Result |
(317) |
(281) |
12.6% |
(183) |
(172) |
6.8% |
(165) |
(151) |
9.4% |
(18) |
(21) |
-11.8% |
(37) |
(88) |
-57.9% | ||||
Income (Loss) Before Income Tax |
(181) |
405 |
n.a. |
(17) |
159 |
n.a. |
(67) |
134 |
n.a. |
50 |
25 |
99.8% |
66 |
403 |
-83.6% | ||||
Income Tax |
3 |
(153) |
n.a. |
7 |
(41) |
n.a. |
24 |
(32) |
n.a. |
(17) |
(9) |
93.8% |
(18) |
(134) |
-86.8% | ||||
Net Income (Loss) - Company |
(179) |
252 |
n.a. |
(10) |
118 |
n.a. |
(43) |
102 |
n.a. |
33 |
16 |
103.0% |
48 |
269 |
-82.0% | ||||
Minority Interest - Noncontrolling |
(120) |
60 |
n.a. |
(2) |
(3) |
-35.8% |
(2) |
(3) |
-35.8% |
- |
- |
n.a. |
27 |
152 |
-82.0% | ||||
Net Income (Loss) - Controlling Shareholders (1) |
(59) |
192 |
n.a. |
(8) |
122 |
n.a. |
(41) |
106 |
n.a. |
33 |
16 |
103.0% |
21 |
116 |
-82.0% | ||||
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA |
417 |
949 |
-56.1% |
354 |
511 |
-30.6% |
255 |
441 |
-42.3% |
100 |
69 |
43.9% |
157 |
546 |
-71.2% | ||||
Adjusted EBITDA (2) |
484 |
1,017 |
-52.4% |
409 |
538 |
-24.1% |
308 |
468 |
-34.2% |
101 |
70 |
43.6% |
198 |
541 |
-63.4% | ||||
Consolidated |
Food Businesses |
Multivarejo |
Assaí |
Via Varejo |
|||||||||||||||
% of Net Revenue |
|||||||||||||||||||
1Q16 |
1Q15 |
1Q16 |
1Q15 |
1Q16 |
1Q15 |
1Q16 |
1Q15 |
1Q16 |
1Q15 |
||||||||||
Gross Profit |
21.8% |
24.0% |
22.1% |
23.6% |
26.0% |
27.0% |
13.6% |
13.6% |
30.6% |
33.1% |
|||||||||
Selling Expenses |
16.7% |
15.8% |
16.2% |
15.8% |
19.5% |
18.1% |
9.2% |
9.4% |
23.6% |
20.6% |
|||||||||
General and Administrative Expenses |
2.7% |
2.7% |
2.1% |
2.1% |
2.5% |
2.4% |
1.3% |
1.2% |
3.1% |
2.9% |
|||||||||
Equity Income |
0.2% |
0.2% |
0.2% |
0.2% |
0.3% |
0.3% |
0.0% |
0.0% |
0.2% |
0.1% |
|||||||||
Other Operating Revenue (Expenses) |
0.4% |
0.4% |
0.6% |
0.3% |
0.8% |
0.4% |
0.0% |
0.0% |
0.9% |
-0.1% |
|||||||||
Total Operating Expenses |
19.6% |
18.7% |
18.6% |
18.0% |
22.4% |
20.6% |
10.5% |
10.6% |
27.4% |
23.2% |
|||||||||
Depreciation and Amortization |
1.4% |
1.3% |
1.8% |
1.9% |
2.1% |
2.2% |
1.0% |
1.0% |
0.9% |
0.8% |
|||||||||
EBIT |
0.8% |
4.0% |
1.7% |
3.7% |
1.4% |
4.3% |
2.2% |
2.0% |
2.2% |
9.1% |
|||||||||
Net Financial Revenue (Expenses) |
1.8% |
1.6% |
1.9% |
1.9% |
2.4% |
2.3% |
0.6% |
0.9% |
0.8% |
1.6% |
|||||||||
Income (Loss) Before Income Tax |
-1.0% |
2.3% |
-0.2% |
1.8% |
-1.0% |
2.0% |
1.6% |
1.1% |
1.4% |
7.5% |
|||||||||
Income Tax |
0.0% |
-0.9% |
0.1% |
-0.5% |
0.4% |
-0.5% |
-0.5% |
-0.4% |
-0.4% |
-2.5% |
|||||||||
Net Income (Loss) - Company |
-1.0% |
1.5% |
-0.1% |
1.3% |
-0.6% |
1.5% |
1.0% |
0.7% |
1.0% |
5.0% |
|||||||||
Minority Interest - noncontrolling |
-0.7% |
0.3% |
0.0% |
0.0% |
0.0% |
-0.1% |
0.0% |
0.0% |
0.6% |
2.8% |
|||||||||
Net Income (Loss) - Controlling Shareholders (1) |
-0.3% |
1.1% |
-0.1% |
1.4% |
-0.6% |
1.6% |
1.0% |
0.7% |
0.4% |
2.2% |
|||||||||
EBITDA |
2.3% |
5.5% |
3.6% |
5.7% |
3.8% |
6.7% |
3.2% |
3.0% |
3.4% |
10.2% |
|||||||||
Adjusted EBITDA (2) |
2.7% |
5.9% |
4.1% |
6.0% |
4.6% |
7.1% |
3.2% |
3.0% |
4.2% |
10.1% |
|||||||||
(1)Net Income after noncontrolling shareholders. |
|||||||||||||||||||
(2) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items. |
35
STATEMENT OF CASH FLOW | |||
(R$ million) |
Consolidated | ||
03.31.2016 |
03.31.2015 | ||
Net Income (Loss) for the period |
(179) |
252 | |
Adjustment for reconciliation of net income |
|
| |
Deferred income tax |
(27) |
57 | |
Loss (gain) on disposal of fixed and intangible assets |
46 |
15 | |
Depreciation and amortization |
280 |
264 | |
Interests and exchange variation |
272 |
328 | |
Adjustment to present value |
3 |
(1) | |
Equity Income |
(32) |
(28) | |
Provision for contingencies |
69 |
52 | |
Share-Based Compensation |
8 |
5 | |
Allowance for doubtful accounts |
109 |
96 | |
Provision for obsolescence/breakage |
5 |
(7) | |
Gains resulting from sale of subisidiaries |
(94) |
- | |
Deferred revenue |
(55) |
(17) | |
Other Operating Expenses |
- |
2 | |
405 |
1,018 | ||
Asset (Increase) decreases |
|
| |
Accounts receivable |
(2,275) |
(1,411) | |
Inventories |
(259) |
(460) | |
Taxes recoverable |
(75) |
(263) | |
Other Assets |
(196) |
(206) | |
Related parties |
34 |
(179) | |
Restricted deposits for legal proceeding |
(55) |
(15) | |
|
(2,826) |
(2,534) | |
Liability (Increase) decrease |
|
| |
Suppliers |
(4,544) |
(2,447) | |
Suppliers ('Forfait') |
(705) |
- | |
Payroll and charges |
(21) |
59 | |
Taxes and Social contributions payable |
76 |
(245) | |
Other Accounts Payable |
(300) |
(405) | |
Contingencies |
(70) |
(66) | |
Deferred revenue |
10 |
(19) | |
(5,554) |
(3,123) | ||
Net cash generated from (used in) operating activities |
(7,975) |
(4,639) | |
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES | |||
Consolidated | |||
(R$ million) |
03.31.2016 |
03.31.2015 | |
|
|||
Acquisition of property and equipment |
(284) |
(413) | |
Increase Intangible assets |
(83) |
(103) | |
Sales of property and equipment |
13 |
30 | |
Cash provided on sale of subisidiary |
91 |
7 | |
Net cash flow investment activities |
(263) |
(479) | |
Cash flow from financing activities |
|
| |
Increase of capital |
- |
1 | |
Funding and refinancing |
2,409 |
1,571 | |
Payments of loans and financing |
(1,592) |
(2,209) | |
Dividend Payment |
(1) |
- | |
Proceeds from stock offering, net of issue costs |
- |
(4) | |
Intercompany loans |
851 |
751 | |
Net cash generated from (used in) financing activities |
1,667 |
110 | |
|
| ||
Monetary variation over cash and cash equivalents |
4 |
4 | |
Increase (decrease) in cash and cash equivalents |
(6,567) |
(5,004) | |
|
| ||
Cash and cash equivalents at the beginning of the year |
11,015 |
11,149 | |
Cash and cash equivalents at the end of the year |
4,448 |
6,145 | |
Change in cash and cash equivalents |
(6,567) |
(5,004) |
36
BREAKDOWN OF GROSS SALES BY BUSINESS | ||||||
(R$ million) |
1Q16 |
% |
1Q15 |
% |
Δ | |
Pão de Açúcar |
|
1,804 |
9.0% |
1,696 |
8.8% |
6.3% |
Extra (1) |
|
4,584 |
22.9% |
4,706 |
24.5% |
-2.6% |
Convenience Stores (2) |
|
304 |
1.5% |
213 |
1.1% |
42.4% |
Assaí |
|
3,414 |
17.0% |
2,497 |
13.0% |
36.7% |
Other Businesses (3) |
|
616 |
3.1% |
532 |
2.8% |
15.8% |
Food Businesses |
|
10,721 |
53.5% |
9,644 |
50.2% |
11.2% |
Pontofrio |
|
964 |
4.8% |
1,386 |
7.2% |
-30.4% |
Casas Bahia |
|
4,446 |
22.2% |
4,699 |
24.5% |
-5.4% |
Cnova |
|
3,908 |
19.5% |
3,472 |
18.1% |
12.6% |
Non-Food Businesses |
|
9,318 |
46.5% |
9,557 |
49.8% |
-2.5% |
Consolidated |
|
20,040 |
100.0% |
19,200 |
100.0% |
4.4% |
(1) Includes Extra Supermercado and Extra Hiper. | ||||||
(2) Includes Minimercado Extra and Minuto Pão de Açúcar sales. | ||||||
(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries. | ||||||
BREAKDOWN OF NET SALES BY BUSINESS | ||||||
(R$ million) |
1Q16 |
% |
1Q15 |
% |
Δ | |
Pão de Açúcar |
|
1,660 |
9.3% |
1,562 |
9.1% |
6.3% |
Extra (1) |
|
4,192 |
23.6% |
4,320 |
25.1% |
-3.0% |
Convenience Stores (2) |
|
283 |
1.6% |
201 |
1.2% |
41.0% |
Assaí |
|
3,148 |
17.7% |
2,312 |
13.4% |
36.2% |
Other Businesses (3) |
|
605 |
3.4% |
522 |
3.0% |
16.0% |
Food Businesses |
|
9,888 |
55.7% |
8,916 |
51.7% |
10.9% |
Pontofrio |
|
830 |
4.7% |
1,232 |
7.1% |
-32.6% |
Casas Bahia |
|
3,859 |
21.7% |
4,139 |
24.0% |
-6.8% |
Cnova |
|
3,177 |
17.9% |
2,950 |
17.1% |
7.7% |
Non-Food Businesses |
|
7,866 |
44.3% |
8,321 |
48.3% |
-5.5% |
Consolidated |
|
17,754 |
100.0% |
17,237 |
100.0% |
3.0% |
(1) Includes Extra Supermercado and Extra Hiper. | ||||||
(2) Includes Minimercado Extra and Minuto Pão de Açúcar sales. | ||||||
(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries. |
SALES BREAKDOWN (% of Net Sales) | |||||
Consolidated (1) |
Food Businesses | ||||
1Q16 |
1Q15 |
1Q16 |
1Q15 | ||
Cash |
44.3% |
43.8% |
52.4% |
52.5% | |
Credit Card |
46.4% |
46.8% |
37.8% |
38.0% | |
Food Voucher |
6.0% |
5.4% |
9.8% |
9.5% | |
Payment Book |
3.3% |
4.0% |
0.0% |
0.0% |
(1) Does not include Cdiscount.
37
|
STORE OPENINGS/CLOSINGS BY BANNER | ||||||||
|
12/31/2015 |
Opened |
Closed |
Converted |
03/31/2016 | ||||
Pão de Açúcar |
185 |
- |
- |
- |
185 | ||||
Extra Hiper |
137 |
- |
- |
- |
137 | ||||
Extra Supermercado |
199 |
- |
(5) |
- |
194 | ||||
Minimercado Extra |
249 |
1 |
(11) |
- |
239 | ||||
Minuto Pão de Açucar |
62 |
- |
- |
- |
62 | ||||
Assaí |
95 |
1 |
- |
- |
96 | ||||
Other Business |
240 |
- |
(5) |
- |
235 | ||||
Gas Station |
83 |
- |
(5) |
- |
78 | ||||
Drugstores |
157 |
- |
- |
- |
157 | ||||
Food Businesses |
1,167 |
2 |
(21) |
- |
1,148 | ||||
Pontofrio |
254 |
- |
(21) |
- |
233 | ||||
Casas Bahia |
760 |
- |
(15) |
- |
745 | ||||
Consolidated |
2,181 |
2 |
(57) |
- |
2,126 | ||||
Sales Area ('000 m2) |
|
| |||||||
Food Businesses |
1,804 |
1,794 | |||||||
Consolidated |
2,904 |
2,868 | |||||||
# of employees ('000) (1) |
146 |
139 |
(1) Does not include Cdiscount employees.
38
1Q16 Results Conference Call and Webcast Conference call in Portuguese (original language) Conference call in English (simultaneous translation) Webcast: http://www.gpari.com.br Replay http://www.gpari.com.br |
Investor Relations Contacts
GPA Tel.: 55 (11) 3886-0421 Fax: 55 (11) 3884-2677 gpa.ri@gpabr.com www.gpari.com.br |
Via Varejo Tel.: 55 (11) 4225-8668 Fax: 55 (11) 4225-9596 ri@viavarejo.com.br www.viavarejo.com.br/ri |
Cnova Tel.: 33 (1) 5370-5590 investor@cnova.com www.cnova.com/investor-relations | |
Any and all non-accounting information or derived from non-accounting figures has not been reviewed by independent auditors. To calculate EBITDA, we use earnings before interest, taxes, depreciation and amortization. The base used to calculate "same-store" gross sales revenue is determined by the sales made in stores open for at least 12 consecutive months and which did not remain closed for seven or more consecutive days in the period. Acquisitions in their first 12 months of operation are not included in the same-store calculation base. GPA adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. IPCA inflation in the 12 months ended March 2016 was 9.39%. |
About GPA: GPA is Brazil’s largest retailer, with a distribution network comprising over 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it has its head office in the city and operations in 20 Brazilian states and the Federal District. With a strategy of focusing its decisions on customers and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform with brick-and-mortar stores and e-commerce operations divided into five business units: Multivarejo, which operates the supermarket, hypermarket and Minimercado store formats, as well as fuel stations and drugstores under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash-and-carry wholesale segment; Via Varejo, with its brick and mortar electronics and home appliances stores under the Casas Bahia and Pontofrio banners; GPA Malls, which is responsible for managing the real estate assets, expansion projects and new store openings; and the e-commerce segment Cnova, which comprises the operations of Cnova Brazil, Cdiscount in France and their international websites. | ||
Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, the growth potential of the Company and the market and macroeconomic estimates are mere forecasts and were based on the expectations of Management in relation to the Company’s future. These expectations are highly dependent on changes in the market, Brazil’s general economic performance, the industry and international markets, and are thus subject to change. | |||
39
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information
Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) engages in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores principally under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Minimercado Extra”, “Assai”, “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Cdiscount.com” and the neighborhood shopping mall brand “Conviva”. Its headquarter is located in the city of São Paulo, State of São Paulo, Brazil.
The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”. Subsidiaries that are public companies are Via Varejo S.A (“Via Varejo”) which has its shares listed on BM&FBovespa, under ticker symbols “VVAR11” and “VVAR3” and Cnova N.V (“Cnova Holanda”) which has its shares listed in Nasdaq Global Select Market under ticker symbol “CNV” and in Euronext Paris under ticker symbol “CNV”.
After August 19, 2015, the Company started to be indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), through a transaction with the holding companies of Casino Guichard Perrachon (“Casino”), which continued to be the final controller. This transaction has no impact in these financial statements since it was a shareholder´s transaction.
1.1. Morzan arbitration request
On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration - ICA, to indemnify Morzan Empreendimentos e Participações Ltda. (“Morzan”). Such decision was amended on January 27, 2016 with no significant changes.
The amount initially estimated to the Company is R$ 200 and is recorded in current liabilities “Other payables”, with effect of income tax of R$50, and a net effect of R$ 150 on “profit reserve”. See further details on note 25.7 in the financial statements for the year ended December 31, 2015.
On March 31, 2016 the account payable recorded is R$ 233, including interest calculated based on ICA decision and legal fees expenses, and fully settled in April 1, 2016.
40
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information
1.2. Cnova’s Investigation
As mentioned in the footnote 1.4 to the financial statements as of December 31, 2015, , on December 18, 2015, investigation conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company. During the investigation other issues have been added to investigation related to accounting matters in the accounts of “trade payables” and “other accounts receivable”, which were analyzed, announced to the market January 12, 2016 and recorded in the financial statements.
The related impacts were recorded as expense in the Company’s income statement as of December 31, 2015, considering the facts and circumstances known at the time of preparation of the financial statements, as follow:
Accounts |
Inventories (a) |
Trade payables (b) |
Loss products with Carriers (c) |
Total |
|
|
|
|
|
Net sales from goods and/or services |
- |
- |
(110) |
(110) |
Cost of goods sold and/or services sold |
(47) |
(55) |
4 |
(98) |
Selling expenses |
- |
- |
31 |
31 |
Impact in the net income |
(47) |
(55) |
(75) |
(177) |
|
|
|
|
|
Inventories |
(47) |
- |
- |
(47) |
Other accounts receivables |
- |
- |
(75) |
(75) |
Impact in total assets |
(47) |
- |
(75) |
(122) |
|
|
|
|
|
Trade payables |
- |
(55) |
- |
(55) |
Impact in total liabilities |
- |
(55) |
- |
(55) |
(a) Cnova´s management, supported by the law firms and external consultants, counted the physical inventory items as of December 31, 2015, of all of the seven Distribution Centers of Cnova Brasil. The results of this count did not indicate any significant difference in the expected number of new items in the inventory. Therefore, it was identified discrepancies in the damage or returned products, requiring additional provision for loss in damaged goods of R$47.
(b) Cnova’s Management verified certain transactions mainly related to accounts payable were intentionally recorded wrongly, resulting in a complement of trade payables of R$55.
(c) Management identified an overstated amount in net sales and other Cnova accounts receivable. As per the practices of client service of Cnova Brasil, clients receive a substitute product every time the merchandise originally ordered is not received, items are damaged or in inadequate conditions. This second transaction is cancelled when Cnova Brasil receives the original product. Management determined that a substantial part of the second transactions was not reversed, even in the conditions that the original merchandise was never returned to Cnova Brasil. Therefore there were procedures to periodically evaluate old pending returns to estimate the accounting impacts, such procedures failed in reverse incorrect sales. This procedure resulted in a reduction of R$75 in accounts receivable, related to goods in transit with carriers, corresponding to an impact of R$110 as a reduction of net sales, reduction of selling costs of R$31 and reduction of R$4 in cost of goods sold Cost of goods sold and/or services sold, as mentioned in table above.
41
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information - Continued
1.2. Cnova's Investigation - Continued
In preparing the financial statements for the year ended December 31, 2015, the Company considered all available accounting impacts of the related matters and concluded that the impact on prior periods were considered immaterial, after quantitative and qualitative considerations.
Therefore, the investigation by Cnova and its consultants continue during 2016, and new accounting impacts were identified and recognized in income statement as of March 31, 2016. The referred impacts are related to unintentional errors in the accounts "orders to be invoiced" and "provision for freight", which impact of R$42 was recorded , being R$20 in "net sales from goods and services" and R$22 in "cost of goods sold and services sold".
Additionally, during the investigation were identified indications of incorrect capitalization of expenses in the internal development of intangible assets (software development). The investigations over this topic are still in progress as of the date of the preparation of this interim financial information, and the investigated amount is approximately R$200, which according to management, may have a partial adjustment of this amount, therefore, at this point does not have all elements necessary to conclude its measurement at interim financial information approval date.
To conclude, after the end of the investigations, Company's management will evaluate the results achieved as a whole, in order to enable its final conclusion about this subject.
Cnova Class Action
In January 2016, certain minority shareholders of Cnova commenced three putative class actions against Cnova, certain officers and directors, and the underwriters of its initial public offering, alleging violations of the United States securities laws. Two of the cases were commenced in the United States District Court, Southern District New York and one in the Supreme Court of the State of New York. The action in New York State court has been removed to the United States district court. Cnova has stated that it believes the plaintiffs' allegations to be without merit and intends to defend itself vigorously.
These claims are in preliminary stages and as of the date of this report no outcome can be measured reliably. Cnova believes the plaintiffs' allegations to be without merit and intends to defend itself vigorously, assisted by American specialized law firms. Neither the Company nor Via Varejo are parties of these lawsuits.
42
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information – Continued
1.3. Corporate restructuring
1.3.1. Stock repurchase - Barcelona
The Extraordinary Shareholders’ Meeting (AGE) of the subsidiary Barcelona held on February 22, 2016, approved the repurchase of the total preferred shares corresponding to 3,722,470 shares belonged by the subsidiary Novasoc, in the amount R$ 160. This transaction did not impact Company’s consolidated balances.
1.3.2. Rede Duque disposal
On January 31, 2016, the Company concluded the disposal of subsidiaries Auto Posto Império Ltda., Auto Posto Duque Salim Maluf Ltda., Auto Posto Duque Santo André Ltda., Auto Posto Duque Lapa Ltda and Auto Posto Ciara Ltda., to Rede Duque, referring to the agreement previously signed on December 1, 2015. The agreement amount was R$ 8.
Company had no gain or loss over this transaction. Gas stations assets and liabilities amounts are not consolidated in interim financial information on March 31, 2016.
1.3.3. Sale of Cdiscount subsidiaries
During first quarter, subsidiaries CD Vietnam, CD Thailand, CD Asia and E-cavi were sold; though CD Vietnam and E-Cavi still remain in Casino Group.
(i) Sale of interest - CDiscount Thailand
On March 21, 2016, subsidiary CDiscount sold its interest over CDiscount Thailand to TCC Group, by the amount of R$ 94. Transaction impacts were a cash of R$ 91, net of borrowings payment and a gain of R$ 94 in the result (note 3.1)
(ii) Cdiscount corporate restructuring
On March 1, 2016 subsidiary CDiscount sold its interest over CDiscount Vietnam to E-Cavi, a Casino’s subsidiary. This transaction did not impact Company’s result.
1.4. Notices from CVM to GPA and subsidiary Via Varejo
On February 18, 2016, the subsidiary Via Varejo received CVM notice number 18/2016 CVM/SEP/GEA-5, showing the understanding of the Department of Relationship with Companies – SEP in relation to certain accounting entries related to corporate transactions at the level of Via Varejo in 2013, additionally, the Company received CVM notice number 19/2016CVM/SEP/GEA-5, showing the understand of the SEP in relation to an accounting entry received by Via Varejo.
CVM notified its understanding, which is different from the applied by Via Varejo in financial statements of that period, in relation to: (i) revaluation of participation previously held in the sale of interest of Nova Pontocom, related to the disposal of interest to Company; and (ii) accounting treatment for control acquisition of Movéis Bartira, by the acquisition of 75% additional interest. In the case of the Company, CVM noticed its understanding related to item (ii) above mentioned.
The Company filled a request and await for a decision from the collegiate.
43
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
2. Basis of preparation
The individual and consolidated interim financial information has been prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”) and CPC 21 - Interim Financial Reporting and presented consistently with the standards approved and issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of interim financial information – ITR.
The individual and consolidated interim financial information is being presented in millions of Brazilian Reais.Tthe reporting currency of the Company is Real and for subsidiaries located abroad is the local currency.
Significant accounting policies adopted in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in note 4 to the annual financial statements for the year ended December 31, 2015 disclosed February 24, 2016 and, therefore, should be read in conjunction with those annual financial statements.
The interim financial information for the three-month period ended March 31, 2016 was approved by the Board of Directors on May 9, 2016.
44
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
3. Basis of consolidation
The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2015, in note 3.
3.1. Interest in subsidiaries and associates:
Direct and indirect equity interests - % | |||||||
3.31.2016 |
12.31.2015 | ||||||
Companies |
Company |
Indirect interest |
Company |
Indirect interest | |||
Subsidiaries |
|||||||
Novasoc Comercial Ltda. (“Novasoc”) |
10.00 |
- |
10.00 |
- | |||
Sendas Distribuidora S.A. (“Sendas) |
100.00 |
- |
100.00 |
- | |||
Bellamar Empreend. e Participações Ltda. (“Bellamar”) |
100.00 |
- |
100.00 |
- | |||
GPA Malls & Properties Gestão de Ativos e Serviços Imobiliários Ltda. (“GPA M&P”) |
100.00 |
- |
100.00 |
- | |||
CBD Holland B.V. (“CBD Holland”) |
100.00 |
- |
100.00 |
- | |||
CBD Panamá Trading Corp. (“CBD Panamá”) |
- |
100.00 |
- |
100.00 | |||
Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”) (*) |
80.41 |
19.59 |
68.86 |
31.14 | |||
Xantocarpa Participações Ltda. (“Xantocarpa”) |
- |
100.00 |
- |
100.00 | |||
GPA 2 Empreed. e Participações Ltda. (“GPA 2”) |
100.00 |
- |
99.99 |
0.01 | |||
GPA Logística e Transporte Ltda. (“GPA Logística”) |
100.00 |
- |
100.00 |
- | |||
Posto Ciara Ltda. (“Posto Ciara”) |
- |
- |
100.00 |
- | |||
Auto Posto Império Ltda. (“Posto Império”) (**) |
- |
- |
100.00 |
- | |||
Auto Posto Duque Salim Maluf Ltda. (“Posto Duque Salim Maluf”) (**) |
- |
- |
100.00 |
- | |||
Auto Posto Duque Santo André Ltda. (“Ponto Duque Santo André”) (**) |
- |
- |
100.00 |
- | |||
Auto Posto Duque Lapa Ltda. (“Posto Duque Lapa”) (**) |
- |
- |
100.00 |
- | |||
Marneylectro S.A.R.L (“Luxco”) |
53.20 |
19.03 |
53.20 |
19.03 | |||
Marneylectro B.V (“Dutchco”) |
- |
72.23 |
- |
72.23 | |||
Cnova N.V (“Cnova Holanda”) |
- |
36.09 |
- |
36.09 | |||
Cnova Comércio Eletrônico S/A (”Cnova Comércio Eletrônico”) |
- |
36.09 |
- |
36.09 | |||
E-Hub Consult. Particip. e Com. S.A. (“E – Hub”) |
- |
36.09 |
- |
36.09 | |||
Nova Experiência PontoCom S.A (“Nova Experiência”) |
- |
36.09 |
- |
36.09 | |||
Cdiscount S.A (“CDiscount”) |
- |
36.09 |
- |
36.09 | |||
Cnova Finança B.V (“Cnova Finança”) |
- |
36.09 |
- |
36.09 | |||
Financière MSR S.A.S (“Financière”) |
- |
36.02 |
- |
36.02 | |||
Cdiscount Afrique S.A.S (“CDiscount Afrique”) |
- |
36.02 |
- |
36.02 | |||
CD Africa SAS (“CD Africa”) |
- |
30.61 |
- |
30.62 | |||
Cdiscount International BV The Netherlands (“Cdiscount Internacional”) |
- |
36.02 |
- |
36.02 | |||
C-Distribution Asia Pte. Ltd. Singapore (“C-Distribution Asia”) (**) |
- |
- |
- |
21.61 | |||
CLatam AS Uruguay (“CLatam”) |
- |
23.66 |
- |
25.21 | |||
Cdiscount Colombia S.A.S (“CDiscount Colombia”) |
- |
18.38 |
- |
18.38 | |||
C Distribution Thailand Ltd. (“C Distribution Thailand”) (**) |
- |
- |
- |
15.13 | |||
E-Cavi Ltd Hong Kong (“E-Cavi”) (**) |
- |
- |
- |
17.29 | |||
Cdiscount Vietnam Co Ltd. (“CDiscount Vietnam”) (**) |
- |
- |
- |
17.29 | |||
Cnova France SAS (“CNova France”) |
- |
36.09 |
- |
36.09 | |||
Cdiscount Côte d'Ivoire SAS Ivory Coast (“CDiscount Côte”) |
- |
30.62 |
- |
30.62 | |||
Cdiscount Sénégal SAS (“CDiscount Sénégal”) |
- |
30.62 |
- |
30.62 | |||
Cdiscount Panama S.A. (“CDiscount Panama”) |
- |
23.66 |
- |
25.21 | |||
Cdiscount Cameroun SAS (“CDiscount Cameroun”) |
- |
30.61 |
- |
30.62 | |||
Ecdiscoc Comercializadora S.A.(Cdiscount Ecuador) (“Ecdiscoc Comercializadora”) |
- |
23.66 |
- |
25.21 | |||
Cdiscount Uruguay S.A. (“CDiscount Uruguay”) |
- |
23.66 |
- |
25.21 | |||
Monconerdeco.com (Cdiscount Moncorner Deco) (“Monconerdeco.com”) |
- |
27.19 |
- |
27.18 | |||
Cdiscount Moncorner (“CDiscount Moncorner”) |
- |
35.88 |
- |
35.87 |
(*) See note 1.3
(**)Subsidiaries sold in 2016 (note 1.3).
45
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
3. Basis of consolidation – Continued
3.1. Interest in subsidiaries and associates – Continued
Direct and indirect equity interests - % | |||||||
3.31.2016 |
12.31.2015 | ||||||
Companies |
Company |
Indirect interest |
Company |
Indirect interest | |||
Subsidiaries |
|||||||
3W SAS (“3W”) (**) |
- |
|
35,88 |
|
- |
|
35,87 |
3W Santé SAS (“3W Santé”) |
- |
|
33,19 |
|
- |
|
33,18 |
Via Varejo S.A. (“Via Varejo”) |
43,35 |
|
- |
|
43,35 |
|
- |
Indústria de Móveis Bartira Ltda. (“Bartira”) |
- |
|
43,35 |
|
- |
|
43,35 |
VVLOG Logistica Ltda. (PontoCred Negócio de Varejo Ltda.) (“VVLOG Logística”) |
- |
|
43,35 |
|
- |
|
43,35 |
Globex Adm e Serviços Ltda. (“Globex Adm”) |
- |
|
43,35 |
|
- |
|
43,35 |
Lake Niassa Empreend. e Participações Ltda. (“Lake Niassa”) |
- |
|
43,35 |
|
- |
|
43,35 |
Globex Adm. Consórcio Ltda. (“Globex Adm. Consórcio”) |
- |
|
43,35 |
|
- |
|
43,35 |
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
|
|
Financeira Itaú CBD S/A Crédito, Financiamento e Investimento (“FIC”) |
- |
|
41,93 |
|
- |
|
41,93 |
Banco Investcred Unibanco S.A. (“BINV”) |
- |
|
21,67 |
|
- |
|
21,67 |
FIC Promotora de Vendas Ltda. (“FIC Promotora”) |
- |
|
41,93 |
|
- |
|
41,93 |
In the individual interim financial information, equity interests are calculated considering the percentage held by CBD or its subsidiaries. In the consolidated interim financial information, the Company fully consolidates all its subsidiaries, keeping noncontrolling interests in a specific line item in shareholders’ equity.
3.3. Associates
Investments are accounted under the equity method because these associates are entities over which the Company exercises significant influence, but not control, since (a) it is a part of the shareholders’ agreement, appointing certain officers and having veto rights in certain relevant decisions, (b) the power over the operating and financial decisions of BINV and FIC is held by Banco Itaú Unibanco S.A (“Itaú Unibanco”).
FIC’s summarized financial statements are as follows:
|
FIC | |||
|
|
3.31.2016 |
12.31.2015 | |
Current assets |
3,707 |
3,894 | ||
Noncurrent assets |
|
43 |
38 | |
Total assets |
|
3,750 |
3,932 | |
Current liabilities |
2,825 |
3,070 | ||
Noncurrent liabilities |
15 |
15 | ||
Shareholders’ equity |
|
910 |
847 | |
Total liabilities and shareholders’ equity |
|
3,750 |
3,932 | |
Statement of income: |
|
3.31.2016 |
3.31.2015 | |
Revenues |
270 |
|
258 | |
Operating income |
99 |
|
99 | |
Net income for the period |
64 |
|
57 |
For investment calculation in FIC, the special goodwill reserve is deducted from its shareholders’ equity, since it is Itaú Unibanco’s (controlling shareholder) exclusive right.
46
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
4. Significant accounting policies
The significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in Note 4 to the financial statements for the year ended December 31, 2015 disclosed February 24, 2016 and therefore should be read in conjunction with those annual financial statements.
5. Adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective
In 2016, the Company began to apply the annual improvements to the IFRSs referring to the 2012-2014 and changes to IAS 1, which are effective for accounting periods beginning on or after January 1, 2016. The application of these improvements did not have impacts on the disclosures or on the Company’s individual and consolidated interim financial information.
The adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2015 disclosed February 24, 2016 and therefore should be read in conjunction with those annual financial statements.
6. Significant accounting judgments, estimates and assumptions
Judgments, estimates and assumptions
The preparation of the Company’s individual and consolidated interim financial information requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period; however, uncertainties about these assumptions and estimates may result in outcomes that require adjustments to the carrying amount of the affected asset or liability in future periods.
The significant assumptions and estimates for interim financial information for the three-month period ended March 31, 2016 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2015 dated February 24, 2016 and therefore should be read in conjunction.
7. Cash and cash equivalents
The detailed information on cash and cash equivalents was presented in the annual financial statements for 2015, in note 7.
|
Parent Company |
|
Consolidated | |||
Rate |
3.31.2016 |
12.31.2015 |
|
3.31.2016 |
12.31.2015 | |
|
|
|
|
|
| |
Cash and banks - Brazil |
|
122 |
171 |
220 |
409 | |
Cash and banks - Abroad |
(*) |
- |
- |
130 |
131 | |
Financial investments - Brazil |
(**) |
1,388 |
2,076 |
4,089 |
10,446 | |
Financial investments - Abroad |
1%p.a |
- |
- |
9 |
29 | |
1,510 |
2,247 |
4,448 |
11,015 |
(*)From the total cash and banks of R$ 130, R$ 26, is deposited in Panama in United States dollars.The other part and financial investments – abroad, in euros, are from the companies of e-commerce segment, located abroad.
(**) Financial investments as at March 31, 2016 refer substantially to repurchase agreements, paid a weighted average rate equivalent to 102.22% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days as of investment date.
47
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
8. Trade receivables
The detailed information on trade receivables was presented in the annual financial statements for 2015, in note 8.
|
Parent Company |
Consolidated | |||
|
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
|
|
|
|||
Credit card companies |
35 |
94 |
2,851 |
664 | |
Sales vouchers |
49 |
80 |
183 |
189 | |
Consumer finance - CDCI |
- |
- |
1,815 |
1,877 | |
Trade receivable from cash and carry customers |
- |
- |
322 |
355 | |
Private label credit card |
30 |
35 |
30 |
35 | |
Receivables from related parties (note 12.2) |
43 |
59 |
42 |
66 | |
Estimated loss on doubtful accounts (note 8.1) |
(2) |
- |
(352) |
(371) | |
Receivables from suppliers |
44 |
119 |
211 |
164 | |
Extended warranties |
- |
- |
193 |
211 | |
Other trade receivables |
1 |
- |
34 |
28 | |
Current |
200 |
387 |
5,329 |
3,218 | |
Credit card companies |
- |
- |
29 |
- | |
Consumer finance – CDCI |
- |
- |
106 |
111 | |
Estimated losses on doubtful accounts |
- |
- |
(12) |
(13) | |
Noncurrent |
- |
- |
123 |
98 | |
200 |
387 |
5,452 |
3,316 |
8.1. Estimated losses on doubtful accounts
|
Parent Company |
|
Consolidated | ||
|
3.31.2016 |
3.31.2015 |
|
3.31.2016 |
3.31.2015 |
|
|
|
|
|
|
At the beginning of the period |
- |
- |
(384) |
(350) | |
Loss/reversal in the period |
(2) |
- |
(109) |
(96) | |
Write-off of receivables |
- |
- |
125 |
111 | |
Exchange rate changes |
- |
- |
4 |
(1) | |
At the end of the period |
(2) |
- |
(364) |
(336) | |
Current |
(2) |
- |
(352) |
(328) | |
Noncurrent |
- |
- |
(12) |
(8) |
Below is the aging list of consolidated gross receivables, by maturity period:
|
|
|
Past-due receivables – Consolidated | |||
|
Total |
Falling due |
<30 days |
30-60 days |
61-90 days |
>90 days |
|
|
|
|
|
|
|
3.31.2016 |
5,816 |
5,270 |
232 |
108 |
60 |
146 |
12.31.2015 |
3,700 |
3,252 |
133 |
82 |
52 |
181 |
48
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
9. Other receivables
The detailed information on other receivables was presented in the annual financial statements for 2015, in note 9.
Parent Company |
|
Consolidated | |||
3.31.2016 |
12.31.2015 |
|
3.31.2016 |
12.31.2015 | |
|
|
||||
Receivables from sale of fixed assets |
15 |
20 |
34 |
38 | |
Supplier receivables |
- |
- |
27 |
21 | |
Rental advances |
10 |
11 |
10 |
11 | |
Receivables from Audax |
6 |
7 |
12 |
13 | |
Amounts to be reimbursed |
26 |
37 |
135 |
98 | |
Rental receivable |
62 |
68 |
79 |
86 | |
Receivable from Paes Mendonça |
- |
- |
532 |
532 | |
Receivable from sale of companies |
61 |
52 |
113 |
105 | |
Other |
15 |
5 |
11 |
79 | |
195 |
200 |
953 |
983 | ||
Current |
121 |
133 |
321 |
358 | |
Noncurrent |
74 |
67 |
632 |
625 |
Accounts receivable from Paes Mendonça are related to amounts deriving from the payment of third-party liabilities by the subsidiaries, Novasoc and Sendas.Pursuant to contractual provisions, these accounts receivable are guaranteed by commercial lease rights (“Commercial rights”) of certain stores currently operated by the Company, Novasoc, Sendas and Xantocarpa. The maturity of the accounts receivable is linked to the lease agreements, which expire on June 30, 2016, and were kept on noncurrent, due to the possibility of conversion of payment of intangibles of leased stores.
10. Inventories
The detailed information on inventories was presented in the annual financial statements for 2015, in note 10.
Parent Company |
Consolidated | ||||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | ||
|
|
|
|
||
Stores |
1,667 |
1,703 |
4,228 |
4,323 | |
Distribution centers |
1,083 |
1,139 |
4,950 |
4,654 | |
Real estate inventories under construction |
- |
- |
165 |
165 | |
Estimated losses on obsolescence and breakage (note 10.1) |
(40) |
(14) |
(158) |
(153) | |
2,710 |
2,828 |
9,185 |
8,989 | ||
10.1. Estimated losses on obsolescence and breakage
Parent Company |
|
Consolidated | |||
3.31.2016 |
3.31.2015 |
|
3.31.2016 |
3.31.2015 | |
|
|
|
| ||
At the beginning of the period |
(14) |
(10) |
(153) |
(86) | |
Additions |
(28) |
(2) |
(50) |
(18) | |
Write-offs / reversal |
2 |
4 |
45 |
25 | |
Exchange rate changes |
- |
- |
- |
(1) | |
At the end of the period |
(40) |
(8) |
(158) |
(80) |
49
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
11. Recoverable taxes
The detailed information on recoverable taxes was presented in the annual financial statements for 2015, in note 11.
|
Parent Company |
|
Consolidated | ||
|
3.31.2016 |
12.31.2015 |
|
3.31.2016 |
12.31.2015 |
Current |
|
|
|||
State value-added tax on sales and services – ICMS (note 11.1) |
111 |
78 |
588 |
509 | |
Social Integration Program/Contribution for Social Security Financing-PIS/COFINS |
173 |
224 |
314 |
366 | |
Income tax on Financial investments |
13 |
22 |
15 |
32 | |
Income tax and Social Contribution |
41 |
15 |
66 |
34 | |
Social Security Contribution - INSS |
17 |
17 |
23 |
21 | |
Value-Added Tax - France |
- |
- |
163 |
65 | |
Other |
2 |
1 |
82 |
75 | |
Total current |
357 |
357 |
1,251 |
1,102 | |
Noncurrent |
|||||
ICMS (note 11.1) |
353 |
412 |
2,178 |
2,228 | |
PIS/COFINS (note 1.3) |
- |
- |
9 |
11 | |
Social Security Contribution- INSS |
122 |
122 |
210 |
206 | |
Total noncurrent |
475 |
534 |
2,397 |
2,445 | |
Total |
832 |
891 |
3,648 |
3,547 |
11.1.ICMS is expected to be realized as follows:
In |
Parent Company |
Consolidated |
|
|
|
Up to one year (*) |
111 |
588 |
2017 |
112 |
451 |
2018 |
77 |
506 |
2019 |
37 |
458 |
2020 |
37 |
449 |
After 2021 |
90 |
314 |
|
464 |
2,766 |
Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2015 including changes occurred in the three-month period ended March 31, 2016.
11. Related parties
11.1.Management and Board of Directors compensation
The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support committees) and Fiscal Council recorded in the Company’s statement of income for the period ended March 31, were as follows:
Base salary |
Variable compensation |
Stock option plan |
Total | ||||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 | ||||
Board of directors (*) |
1 |
1 |
|
- |
- |
|
- |
- |
|
1 |
1 |
Executive officers |
5 |
8 |
|
8 |
5 |
|
2 |
1 |
|
15 |
14 |
6 |
9 |
|
8 |
5 |
|
2 |
1 |
|
16 |
15 |
(*) The compensation of the Board of Directors advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance) is included in this line.
50
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2.Balances and transactions with related parties.
The detailed information on related parties was presented in the annual financial statements for 2015, in note 12.
Parent company | ||||||||||||||||||||
Balances |
Transactions | |||||||||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Sales |
|
Purchases |
|
Revenues | ||||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 | |||||||
Controlling shareholders |
||||||||||||||||||||
Casino |
- |
- |
- |
- |
15 |
3 |
13 |
5 |
- |
- |
- |
- |
(30) |
(14) | ||||||
Wilkes Participações |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1) | ||||||
Euris Societé par Actions Simplifieé |
- |
- |
- |
- |
- |
- |
- |
3 |
- |
- |
- |
- |
(2) |
- | ||||||
Subsidiaries |
||||||||||||||||||||
Novasoc Comercial |
- |
- |
218 |
382 |
- |
- |
- |
- |
- |
- |
- |
- |
1 |
- | ||||||
Sé Supermecados |
- |
- |
- |
- |
- |
- |
- |
- |
- |
122 |
- |
2 |
- |
5 | ||||||
Sendas Distribuidora |
33 |
55 |
644 |
583 |
28 |
40 |
- |
- |
77 |
89 |
67 |
67 |
29 |
26 | ||||||
Barcelona |
1 |
1 |
197 |
29 |
6 |
6 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Via Varejo |
9 |
3 |
- |
- |
- |
2 |
113 |
146 |
- |
- |
- |
- |
(33) |
(36) | ||||||
VVLOG Logística |
- |
- |
- |
- |
- |
- |
2 |
1 |
- |
- |
- |
- |
- |
- | ||||||
Cnova Comércio Eletrônico |
- |
- |
40 |
22 |
- |
- |
- |
- |
- |
- |
- |
- |
16 |
- | ||||||
Nova Pontocom |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
6 | ||||||
Xantocarpa |
- |
- |
22 |
15 |
1 |
1 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
GPA M&P |
- |
- |
- |
- |
- |
- |
1 |
1 |
- |
- |
- |
- |
- |
- | ||||||
GPA Logistica |
- |
- |
19 |
23 |
16 |
20 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto Duque - Salim Maluf |
- |
- |
- |
6 |
- |
- |
2 |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Santo André |
- |
- |
- |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Império |
- |
- |
- |
4 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto Duque - Lapa |
- |
- |
- |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Ciara |
- |
- |
- |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Bellamar |
- |
- |
- |
- |
- |
- |
108 |
108 |
- |
- |
- |
- |
- |
- | ||||||
Others |
- |
- |
- |
- |
- |
- |
3 |
2 |
- |
- |
- |
- |
- |
- | ||||||
Subtotal |
43 |
59 |
1,140 |
1,070 |
66 |
72 |
242 |
266 |
77 |
211 |
67 |
69 |
(19) |
(14) |
51
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2.Balances and transactions with related parties - Continued
Parent company | ||||||||||||||||||||
Balances |
Transactions | |||||||||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Sales |
|
Purchases |
|
Revenues | ||||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 | |||||||
Associates |
||||||||||||||||||||
FIC |
- |
- |
14 |
- |
5 |
7 |
- |
1 |
- |
- |
- |
- |
7 |
10 | ||||||
Other related parties |
- | |||||||||||||||||||
Management of Nova Pontocom |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1 | ||||||
Instituto Grupo Pão de Açúcar |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(2) | ||||||
Greenyellow do Brasil Energia e Serviços Ltda ("Greenyellow") |
- |
- |
- |
- |
- |
- |
41 |
- |
- |
- |
- |
- |
(5) |
- | ||||||
Others |
- |
- |
1 |
6 |
1 |
1 |
- |
1 |
- |
- |
- |
- |
- |
- | ||||||
Subtotal |
- |
- |
15 |
6 |
6 |
8 |
41 |
2 |
- |
- |
- |
- |
2 |
9 | ||||||
Total |
43 |
59 |
1,155 |
1,076 |
72 |
80 |
283 |
268 |
77 |
211 |
67 |
69 |
(17) |
(5) |
52
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2. Balances and transactions with related parties – Continued
Consolidated | |||||||||||||||||
Balances |
Transactions | ||||||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Sales |
|
Revenues | |||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 | ||||||
Controlling shareholder |
|||||||||||||||||
Casino |
6 |
8 |
16 |
- |
36 |
23 |
56 |
86 |
- |
- |
(35) |
(15) | |||||
Distribution Casino France |
23 |
32 |
- |
- |
44 |
28 |
- |
- |
- |
- |
(34) |
- | |||||
Wilkes Participações |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1) | |||||
Euris Societé par Actions Simplifieé |
- |
- |
- |
- |
- |
- |
- |
2 |
- |
- |
(2) |
- | |||||
Almacenes Exito S.A. (Exito) |
- |
2 |
2 |
- |
24 |
24 |
- |
- |
- |
- |
(4) |
(22) | |||||
Casino subsidiaries (note 12.3) |
|||||||||||||||||
Casino Finance International S.A. (Polca Empréstimos) (i) |
- |
- |
- |
- |
- |
- |
1,349 |
364 |
- |
- |
(1) |
- | |||||
C´est chez vous Societé en Nom Collectif |
5 |
7 |
- |
- |
38 |
37 |
- |
- |
- |
- |
(21) |
(11) | |||||
EMC Distribution Societé par Actions Simplifiée |
- |
- |
- |
- |
48 |
43 |
- |
- |
- |
- |
- |
(38) | |||||
Easydis Societé par Actions Simplifiée |
- |
2 |
- |
- |
1 |
2 |
- |
39 |
1 |
- |
- |
(2) | |||||
Big C Supercenter S.A. |
- |
- |
- |
- |
84 |
58 |
- |
- |
- |
- |
(49) |
(39) | |||||
Franprix-Leader Price Holding AS |
8 |
12 |
- |
- |
5 |
6 |
- |
- |
- |
- |
8 |
- | |||||
Others |
- |
3 |
- |
- |
3 |
4 |
- |
69 |
- |
- |
- |
23 | |||||
Associates |
|||||||||||||||||
FIC |
- |
- |
25 |
10 |
6 |
9 |
- |
3 |
- |
- |
5 |
13 | |||||
Other related parties |
|||||||||||||||||
Casas Bahia Comercial Ltda |
- |
- |
268 |
291 |
- |
- |
- |
- |
- |
- |
(67) |
(66) | |||||
Management Nova Pontocom |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1 | |||||
Instituto Grupo Pão de Açúcar |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(2) | |||||
Viaw Consultoria Ltda |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1) |
- | |||||
Greenyellow do Brasil Energia e Serviços Ltda. |
- |
- |
- |
- |
- |
- |
41 |
- |
- |
- |
(6) |
- | |||||
Others |
- |
- |
1 |
8 |
- |
1 |
- |
- |
- |
- |
- |
- | |||||
Total |
42 |
66 |
312 |
309 |
289 |
235 |
1,446 |
563 |
1 |
- |
(207) |
(159) |
12.3 Balances with Casino subsidiaries
(i) Polca: Casino Group entity that has a cash centralization agreement with Cdiscount Group entities. This balance yields EONIA (Euro Overnight Index Average), plus 0.5% per annum.
53
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
13. Investments
The detailed information on investments was presented in the annual financial statements for 2015, in note 13.
13.1.Breakdown of investments
Parent Company | ||||||||||
Sendas |
Novasoc |
Via Varejo |
NCB (*) |
Luxco |
Barcelona |
Bellamar |
GPA M&P |
Others |
Total (***) | |
Balances at 12.31.2015 |
1,349 |
174 |
1,873 |
501 |
(195) |
770 |
367 |
120 |
25 |
4,984 |
Share of profit(loss) of subsidiaries and associates |
23 |
(1) |
3 |
(2) |
(53) |
24 |
23 |
7 |
(2) |
22 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(10) |
- |
(10) |
Stock option |
- |
- |
1 |
- |
- |
1 |
- |
- |
- |
2 |
Write-off |
- |
- |
- |
- |
- |
- |
- |
- |
5 |
5 |
Other transactions (**) |
- |
- |
4 |
- |
12 |
- |
- |
- |
- |
16 |
Balances at 3.31.2016 |
1,372 |
173 |
1,881 |
499 |
(236) |
795 |
390 |
117 |
28 |
5,019 |
Parent Company | ||||||||||||
Sé |
Sendas |
Novasoc |
Via Varejo |
Nova Pontocom |
NCB (*) |
Luxco |
Barcelona |
Bellamar |
GPA M&P |
Others |
Total (***) | |
|
||||||||||||
Balances at 12.31.2014 |
2,806 |
1,709 |
144 |
1,890 |
158 |
507 |
6 |
690 |
286 |
178 |
17 |
8,391 |
Share of profit(loss) of subsidiaries and associates |
4 |
46 |
(3) |
104 |
(31) |
(3) |
(1) |
8 |
21 |
- |
4 |
149 |
Stock option |
- |
- |
- |
1 |
- |
- |
- |
- |
- |
- |
- |
1 |
Other transactions (**) |
- |
- |
- |
(3) |
(5) |
- |
- |
- |
- |
- |
- |
(8) |
Balances at 3.31.2015 |
2,810 |
1,755 |
141 |
1,992 |
122 |
504 |
5 |
698 |
307 |
178 |
21 |
8,533 |
(*) In NCB case, the investment amount refers to the effects of the fair value measurements of the business combination. For Via Varejo, the fair value effects were considered together with the accounting investment held in this subsidiary.
(**) Includes the effects of the exchange rate changes on translation of the foreign subsidiaries’ financial information and other comprehensive income in the case of Luxco.
(***) Includes the effect of loss on investment in Luxco, in the amount of R$236. The negative shareholders equity balance of the subsidiary is recorded in liabilities in the balance sheet.
54
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
13. Investments – Continued
13.1.Breakdown of investments – Continued
|
Consolidated | |||
|
FIC |
BINV |
Outros |
Total |
Balances at 12.31.2015 |
361 |
20 |
1 |
382 |
Share of profit(loss) of subsidiaries and associates |
32 |
- |
- |
32 |
Balances at 3.31.2016 |
393 |
20 |
1 |
414 |
Consolidated | ||||
FIC |
BINV |
Outros |
Total | |
Balances at 12.31.2014 |
373 |
21 |
7 |
401 |
Share of profit(loss) of subsidiaries and associates |
30 |
(2) |
- |
28 |
Write-off |
- |
- |
(6) |
(6) |
Exchange rate changes |
- |
- |
(1) |
(1) |
Balances at 3.31.2015 |
403 |
19 |
- |
422 |
55
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
14. Property and equipment
Parent Company | ||||||
Balance at 12.31.2015 |
Additions |
Depreciation |
Write-offs |
Transfers |
Balance at 3.31.2016 | |
Land |
1,272 |
- |
- |
- |
2 |
1,274 |
Buildings |
1,799 |
1 |
(15) |
- |
(39) |
1,746 |
Leasehold improvements |
1,858 |
3 |
(38) |
(1) |
63 |
1,885 |
Machinery and equipment |
892 |
37 |
(35) |
(15) |
- |
879 |
Facilities |
179 |
3 |
(5) |
(1) |
- |
176 |
Furniture and fixtures |
375 |
10 |
(13) |
(2) |
- |
370 |
Vehicles |
3 |
- |
- |
(1) |
1 |
3 |
Construction in progress |
73 |
85 |
- |
- |
(24) |
134 |
Other |
50 |
- |
(3) |
(2) |
(1) |
44 |
Total |
6,501 |
139 |
(109) |
(22) |
2 |
6,511 |
Finance lease |
||||||
IT equipment |
7 |
- |
(1) |
- |
(1) |
5 |
Buildings |
17 |
- |
- |
- |
- |
17 |
24 |
- |
(1) |
- |
(1) |
22 | |
Total |
6,525 |
139 |
(110) |
(22) |
1 |
6,533 |
Parent Company | ||||||
Balance at 12.31.2014 |
Additions |
Depreciation |
Write-offs |
Transfers |
Balance at 03.31.2015 | |
Land |
1,213 |
- |
- |
(7) |
5 |
1,211 |
Buildings |
1,853 |
1 |
(15) |
- |
- |
1,839 |
Leasehold improvements |
1,635 |
2 |
(32) |
(1) |
56 |
1,660 |
Machinery and equipment |
806 |
66 |
(36) |
(2) |
(1) |
833 |
Facilities |
161 |
3 |
(4) |
- |
1 |
161 |
Furniture and fixtures |
312 |
25 |
(11) |
(1) |
- |
325 |
Vehicles |
17 |
2 |
(1) |
- |
- |
18 |
Construction in progress |
65 |
55 |
- |
- |
(62) |
58 |
Other |
38 |
9 |
(4) |
- |
(4) |
39 |
Total |
6,100 |
163 |
(103) |
(11) |
(5) |
6,144 |
Finance lease |
||||||
IT equipment |
7 |
- |
(1) |
- |
- |
6 |
Buildings |
18 |
- |
- |
- |
- |
18 |
25 |
- |
(1) |
- |
- |
24 | |
Total |
6,125 |
163 |
(104) |
(11) |
(5) |
6,168 |
56
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
14. Property and equipment - Continued
Balance at 3.31.2016 |
Balance at 12.31.2015 | ||||||
Cost |
Acculated depreciation |
Net |
Cost |
Acculated depreciation |
Net | ||
Land |
1,274 |
- |
1,274 |
1,272 |
- |
1,272 | |
Buildings |
2,697 |
(951) |
1,746 |
2,759 |
(960) |
1,799 | |
Leasehold improvements |
3,020 |
(1,135) |
1,885 |
3,208 |
(1,350) |
1,858 | |
Machinery and equipment |
1,890 |
(1,011) |
879 |
2,005 |
(1,113) |
892 | |
Facilities |
398 |
(222) |
176 |
410 |
(231) |
179 | |
Furniture and fixtures |
816 |
(446) |
370 |
823 |
(448) |
375 | |
Vehicles |
7 |
(4) |
3 |
10 |
(7) |
3 | |
Construction in progress |
134 |
- |
134 |
73 |
- |
73 | |
Other |
109 |
(65) |
44 |
131 |
(81) |
50 | |
10,345 |
(3,834) |
6,511 |
10,691 |
(4,190) |
6,501 | ||
Finance lease |
|||||||
IT equipment |
37 |
(32) |
5 |
38 |
(31) |
7 | |
Buildings |
34 |
(17) |
17 |
34 |
(17) |
17 | |
71 |
(49) |
22 |
72 |
(48) |
24 | ||
Total |
10,416 |
(3,883) |
6,533 |
10,763 |
(4,238) |
6,525 |
57
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
14. Property and equipment - Continued
Consolidated | ||||||||
Balance at 12.31.2015 |
Additions |
Depreciation |
Deconsolidation (*) |
Write-offs |
Transfers |
Exchange variation |
Balance at 3.31.2016 | |
Land |
1,464 |
- |
- |
- |
- |
14 |
- |
1,478 |
Buildings |
2,023 |
5 |
(16) |
- |
- |
(33) |
- |
1,979 |
Leasehold improvements |
3,676 |
30 |
(68) |
(2) |
(11) |
87 |
- |
3,712 |
Machinery and equipment |
1,693 |
61 |
(71) |
(1) |
(17) |
3 |
- |
1,668 |
Facilities |
424 |
13 |
(13) |
(4) |
(3) |
4 |
(1) |
420 |
Furniture and fixtures |
702 |
24 |
(23) |
- |
(2) |
1 |
(1) |
701 |
Vehicles |
75 |
- |
(1) |
- |
(4) |
- |
- |
70 |
Construction in progress |
172 |
153 |
- |
- |
(1) |
(75) |
- |
249 |
Other |
97 |
6 |
(6) |
- |
(2) |
1 |
- |
96 |
Total |
10,326 |
292 |
(198) |
(7) |
(40) |
2 |
(2) |
10,373 |
Finance lease |
||||||||
Equipment |
13 |
- |
(1) |
- |
- |
- |
- |
12 |
IT equipment |
31 |
1 |
(5) |
- |
- |
- |
- |
27 |
Facilities |
1 |
- |
- |
- |
- |
- |
- |
1 |
Furniture and fixtures |
6 |
- |
- |
- |
- |
- |
- |
6 |
Buildings |
21 |
- |
- |
- |
- |
- |
- |
21 |
72 |
1 |
(6) |
- |
- |
- |
- |
67 | |
Total |
10,398 |
293 |
(204) |
(7) |
(40) |
2 |
(2) |
10,440 |
(*) See note 1.3
Consolidated | |||||||
Balance at 12.31.2014 |
Additions |
Depreciation |
Write-offs |
Transfers |
Exchange rate changes |
Balance at 03.31.2015 | |
Land |
1,449 |
- |
- |
(7) |
6 |
- |
1,448 |
Buildings |
2,047 |
11 |
(16) |
- |
- |
- |
2,042 |
Leasehold improvements |
3,182 |
60 |
(56) |
(2) |
103 |
- |
3,287 |
Machinery and equipment |
1,605 |
119 |
(74) |
(12) |
9 |
- |
1,647 |
Facilities |
381 |
14 |
(11) |
- |
7 |
1 |
392 |
Furniture and fixtures |
601 |
45 |
(22) |
(3) |
2 |
1 |
624 |
Vehicles |
121 |
3 |
(3) |
(1) |
- |
- |
120 |
Construction in progress |
166 |
84 |
- |
- |
(127) |
- |
123 |
Other |
73 |
19 |
(7) |
- |
(4) |
- |
81 |
Total |
9,625 |
355 |
(189) |
(25) |
(4) |
2 |
9,764 |
Finance lease |
|||||||
Equipment |
16 |
- |
(1) |
- |
(1) |
- |
14 |
IT equipment |
26 |
- |
(5) |
- |
1 |
- |
22 |
Facilities |
1 |
- |
- |
- |
- |
- |
1 |
Furniture and fixtures |
7 |
- |
- |
- |
- |
- |
7 |
Vehicles |
1 |
- |
- |
- |
- |
- |
1 |
Buildings |
23 |
- |
- |
- |
- |
- |
23 |
74 |
- |
(6) |
- |
- |
- |
68 | |
Total |
9,699 |
355 |
(195) |
(25) |
(4) |
2 |
9,832 |
58
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
14. Property and equipment – Continued
|
Consolidated | ||||||
Balance at 3.31.2016 |
Balance at 12.31.2015 | ||||||
Cost |
Accumulated depreciation |
Net |
Cost |
Accumulated depreciation |
Net | ||
Land |
1,478 |
- |
1,478 |
1,464 |
- |
1,464 | |
Buildings |
2,985 |
(1,006) |
1,979 |
3,036 |
(1,013) |
2,023 | |
Leasehold improvements |
5,353 |
(1,641) |
3,712 |
5,549 |
(1,873) |
3,676 | |
Machinery and equipment |
3,353 |
(1,685) |
1,668 |
3,471 |
(1,778) |
1,693 | |
Facilities |
791 |
(371) |
420 |
801 |
(377) |
424 | |
Furniture and fixtures |
1,338 |
(637) |
701 |
1,350 |
(648) |
702 | |
Vehicles |
103 |
(33) |
70 |
111 |
(36) |
75 | |
Construction in progress |
249 |
- |
249 |
172 |
- |
172 | |
Other |
208 |
(112) |
96 |
227 |
(130) |
97 | |
|
15,858 |
(5,485) |
10,373 |
16,181 |
(5,855) |
10,326 | |
Finance lease |
|||||||
Equipment |
36 |
(24) |
12 |
36 |
(23) |
13 | |
IT equipment |
200 |
(173) |
27 |
199 |
(168) |
31 | |
Facilities |
2 |
(1) |
1 |
2 |
(1) |
1 | |
Furniture and fixtures |
15 |
(9) |
6 |
15 |
(9) |
6 | |
Vehicles |
- |
- |
- |
- |
- |
- | |
Buildings |
43 |
(22) |
21 |
43 |
(22) |
21 | |
296 |
(229) |
67 |
295 |
(223) |
72 | ||
Total |
16,154 |
(5,714) |
10,440 |
16,476 |
(6,078) |
10,398 |
14.1. Capitalized borrowing costs
The consolidated borrowing costs for the three-month period ended March 31, 2016 were R$3 (R$4 for the three-month period ended March 31, 2015). The rate used to determine the borrowing costs eligible for capitalization was 104.6% of the CDI (104.63 % of the CDI for the period ended March 31, 2015), corresponding to the effective interest rate on the Company’s borrowings.
14.2. Additions to property and equipment
Parent Company |
Consolidated | |||
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | |
Additions |
139 |
163 |
293 |
355 |
Finance lease |
- |
- |
(1) |
- |
Capitalized interest |
(2) |
(2) |
(3) |
(4) |
Property and equipment financing - Additions |
(129) |
(142) |
(199) |
(168) |
Property and equipment financing - Payments |
145 |
192 |
194 |
230 |
Total |
153 |
211 |
284 |
413 |
59
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
14. Property and equipment – Continued
14.3. Other information
As at March 31, 2016, the Company and its subsidiaries recorded in cost of goods sold and services sold the amount of R$11 (R$12 as at March 31, 2015) in parent company and R$31 (R$32 as at March 31, 2015) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.
The Company monitored the plan for impairment test performed on December 31, 2015 and there were no significant discrepancies indicating loss or need to perform a new impairment test on March 31, 2016.
15. Intangible assets
The detailed information on intangible assets was presented in the annual financial statements for 2015, in note 15.
Parent company |
|||||
Balance at 12.31.2015 |
Additions |
Amortization |
Write-off |
Balance at 3.31.2016 | |
Goodwill - home appliances |
179 |
- |
- |
- |
179 |
Goodwill - retail |
503 |
- |
- |
- |
503 |
Commercial rights - retail |
46 |
- |
- |
- |
46 |
Software and implementation |
583 |
22 |
(25) |
(1) |
579 |
Software - capital leasing |
9 |
79 |
- |
- |
88 |
Total |
1,320 |
101 |
(25) |
(1) |
1,395 |
Parent company | ||||
Balance at 12.31.2014 |
Additions |
Amortization |
Balance at 3.31.2015 | |
Goodwill - home appliances |
179 |
- |
- |
179 |
Goodwill - retail |
394 |
- |
- |
394 |
Commercial rights - retail |
43 |
- |
- |
43 |
Software and implementation |
579 |
24 |
(24) |
579 |
Total |
1,195 |
24 |
(24) |
1,195 |
Balance at 3.31.2016 |
Balance at 12.31.2015 | ||||||
Cost |
Accumulated |
Net |
Cost |
Accumulated |
Net | ||
|
|||||||
179 |
- |
179 |
179 |
- |
179 | ||
Goodwill - home appliances |
1,361 |
(858) |
503 |
1,361 |
(858) |
503 | |
Goodwill - retail |
46 |
- |
46 |
46 |
- |
46 | |
Commercial rights - retail |
1,066 |
(487) |
579 |
1,046 |
(463) |
583 | |
Software and implementation |
88 |
- |
88 |
9 |
- |
9 | |
Software - capital leasing |
2,740 |
(1,345) |
1,395 |
2,641 |
(1,321) |
1,320 |
60
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
15. Intangible assets – Continued
Consolidated | ||||||||
Balance at 12.31.2015 |
Additions |
Amorti-zation |
Write-Off |
Transfers |
Corporate restructuring (*) |
Exchange rate changes |
Balance at 3.31.2016 | |
Goodwill - cash and carry |
362 |
- |
- |
- |
- |
- |
- |
362 |
Goodwill - home appliances |
920 |
- |
- |
- |
- |
- |
- |
920 |
Goodwill - retail |
747 |
- |
- |
- |
- |
- |
- |
747 |
Goodwill - e-commerce |
243 |
- |
- |
- |
- |
- |
(11) |
232 |
Brand - cash and carry |
39 |
- |
- |
- |
- |
- |
- |
39 |
Brand - home appliances |
2,061 |
- |
- |
- |
- |
- |
- |
2,061 |
Brand - e-commerce |
21 |
- |
- |
- |
- |
- |
(1) |
20 |
Commercial rights - home appliances |
570 |
- |
(1) |
- |
- |
- |
- |
569 |
Commercial rights - retail |
46 |
- |
- |
- |
- |
- |
- |
46 |
Commercial rights - cash and carry |
34 |
- |
- |
- |
- |
- |
- |
34 |
Lease agreement – under advantageous condition |
70 |
- |
(4) |
- |
- |
- |
- |
66 |
Contractual rights |
148 |
- |
(7) |
- |
- |
- |
- |
141 |
Software |
1,193 |
57 |
(61) |
(19) |
43 |
(15) |
(10) |
1,188 |
Softwares capital leasing |
89 |
79 |
(3) |
- |
- |
- |
- |
165 |
Others |
66 |
24 |
- |
- |
(46) |
1 |
(2) |
43 |
Total |
6,609 |
160 |
(76) |
(19) |
(3) |
(14) |
(24) |
6,633 |
(*) See note 1.3.3
Consolidated | |||||||
Balance at 12.31.2014 |
Additions |
Amorti-zation |
Write-off |
Transfers |
Exchange rate changes |
Balance at 3.31.2015 | |
Goodwill - cash and carry |
362 |
- |
- |
- |
- |
- |
362 |
Goodwill - home appliances |
920 |
- |
- |
- |
- |
- |
920 |
Goodwill - retail |
747 |
- |
- |
- |
- |
- |
747 |
Goodwill - e-commerce |
254 |
- |
- |
- |
- |
22 |
276 |
Brand - cash and carry |
39 |
- |
- |
- |
- |
- |
39 |
Brand - home appliances |
2,061 |
- |
- |
- |
- |
- |
2,061 |
Brand - e-commerce |
30 |
- |
- |
- |
- |
3 |
33 |
Commercial rights - home appliances |
574 |
- |
(1) |
- |
- |
- |
573 |
Commercial rights - retail |
46 |
- |
- |
- |
- |
- |
46 |
Commercial rights - cash and carry |
34 |
- |
- |
- |
- |
- |
34 |
Costumer relationship - home appliances |
2 |
- |
- |
- |
- |
- |
2 |
Lease agreement – under advantageous condition - NCB |
97 |
- |
(6) |
- |
- |
- |
91 |
Contractual Rights |
179 |
- |
(8) |
- |
- |
- |
171 |
Software |
1,012 |
73 |
(51) |
(17) |
20 |
14 |
1,051 |
Software CL |
91 |
- |
(3) |
- |
- |
- |
88 |
Other |
47 |
27 |
- |
(1) |
(19) |
4 |
58 |
Total |
6,495 |
100 |
(69) |
(18) |
1 |
43 |
6,552 |
.
61
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
15. Intangible assets – Continued
Balance at 3.31.2016 |
Balance at 12.31.2015 | ||||||
Cost |
Accumulated |
Net |
Cost |
Accumulated |
Net | ||
Goodwill - cash and carry (note 15.1) |
371 |
(9) |
362 |
371 |
(9) |
362 | |
Goodwill - home appliances (note 15.1) |
920 |
- |
920 |
920 |
- |
920 | |
Goodwill - retail (note 15.1) |
1,848 |
(1,101) |
747 |
1,848 |
(1,101) |
747 | |
Goodwill - e-commerce (note 15.1) |
232 |
- |
232 |
243 |
- |
243 | |
Brand - cash and carry (note 15.2) |
39 |
- |
39 |
39 |
- |
39 | |
Brand - home appliances (note 15.2) |
2,061 |
- |
2,061 |
2,061 |
2,061 | ||
Brand - e-commerce (note 15.2) |
16 |
4 |
20 |
21 |
- |
21 | |
Commercial rights - home appliances |
636 |
(67) |
569 |
637 |
(67) |
570 | |
Commercial rights - retail |
46 |
- |
46 |
46 |
- |
46 | |
Commercial rights - cash and carry |
34 |
- |
34 |
34 |
- |
34 | |
Costumer relationship - home appliances |
34 |
(34) |
- |
35 |
(35) |
- | |
Lease agreement under advantageous condition - NCB |
293 |
(227) |
66 |
290 |
(220) |
70 | |
Contractual Rights |
187 |
(46) |
141 |
187 |
(39) |
148 | |
Software |
2,032 |
(844) |
1,188 |
2,007 |
(814) |
1,193 | |
Software capital leasing |
200 |
(35) |
165 |
122 |
(33) |
89 | |
Other |
58 |
(15) |
43 |
81 |
(15) |
66 | |
Total |
9,007 |
(2,374) |
6,633 |
8,942 |
(2,333) |
6,609 |
15.1.Impairment testing of goodwill and intangible assets
Goodwill and intangible assets were tested for impairment as at December 31, 2015 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2015 released on February 24, 2016.
The Company monitored the plan for impairment test performed on December 31, 2015 and there were no significant discrepancies indicating loss or need to perform a new impairment test on March 31, 2016.
15.2.Additions to intangible assets
Parent Company |
Consolidated | |||
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | |
Additions |
101 |
24 |
160 |
100 |
Finance lease |
(79) |
- |
(79) |
- |
Intangible assets financing - Additions |
- |
(3) |
- |
(3) |
Intangible assets financing - Payments |
2 |
6 |
2 |
6 |
Total |
24 |
27 |
83 |
103 |
16. Trade payables
The detailed information on trade payables was presented in the annual financial statements for 2015, in note 16.
Parent Company |
Consolidated | ||||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | ||
Product suppliers |
2,856 |
4,446 |
10,372 |
15,589 | |
Service suppliers |
137 |
142 |
1,070 |
750 | |
Rebates |
(335) |
(485) |
(595) |
(854) | |
2,658 |
4,103 |
10,847 |
15,485 |
62
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
17. Borrowings and financing
The detailed information on borrowings and financing was presented in the annual financial statements for 2015, in note 17.
17.1.Debt breakdown
|
Parent Company |
Consolidated | |||
Weighted average rate |
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
Current |
|||||
Debentures and promissory note |
|||||
Debentures, net (note 17.4) |
5 |
38 |
5 |
38 | |
Promissory note, net |
517 |
- |
517 |
- | |
522 |
38 |
522 |
38 | ||
Borrowings and financing |
|||||
Local currency |
|||||
BNDES |
TJLP(*) + 3.60 per year |
62 |
82 |
62 |
82 |
BNDES |
3.46% per year |
7 |
9 |
14 |
16 |
IBM |
CDI(**) - 0.71% per year |
- |
- |
28 |
27 |
Working capital |
108.21% of CDI |
782 |
111 |
989 |
111 |
Working capital |
14.60% per year |
- |
- |
2,294 |
2,308 |
Working capital |
TR(***) + 9.98% per year |
2 |
1 |
7 |
5 |
Sale of receivables |
109% of CDI |
- |
- |
5 |
4 |
Finance lease (note 23) |
36 |
30 |
52 |
44 | |
Borrowing cost |
(2) |
(1) |
(1) |
(2) | |
887 |
232 |
3,450 |
2,595 | ||
Foreign currency |
|||||
Working capital |
USD + 2.49% per year |
1,207 |
857 |
2,281 |
1,656 |
Swap contracts (note 17.7) |
104.50% of CDI |
(201) |
(299) |
(248) |
(475) |
1,006 |
558 |
2,033 |
1,181 | ||
Total current |
2,415 |
828 |
6,005 |
3,814 |
|
Parent Company |
Consolidated | |||
Noncurrent |
Weighted average rate |
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 |
Debentures and promissory note |
|||||
Debentures, net (note 17.4) |
898 |
897 |
898 |
897 | |
|
|
|
| ||
Borrowings and financing |
|||||
Local currency |
|||||
BNDES |
TJLP(*) + 3.60 per year |
- |
- |
- |
- |
BNDES |
2.70% per year |
8 |
9 |
48 |
51 |
IBM |
CDI - 0.71% per year |
- |
- |
56 |
68 |
Working capital |
14.63% per year |
- |
- |
172 |
167 |
Working capital |
104.93% of CDI |
239 |
980 |
239 |
1,131 |
Working capital |
TR + 9.98 % per year |
21 |
20 |
127 |
126 |
Finance lease (note 23) |
175 |
117 |
276 |
220 | |
Swap contracts (note 17.7) |
101.40% of CDI |
- |
- |
(1) |
2 |
Borrowing cost |
(3) |
(3) |
(7) |
(7) | |
440 |
1,123 |
910 |
1,758 | ||
Foreign currency |
|||||
Working capital (i) |
USD + 2.14% per year |
1,066 |
1,443 |
1,349 |
1,756 |
Swap contracts (note 17.7) |
101.6% of CDI |
(3) |
(186) |
(37) |
(247) |
1,063 |
1,257 |
1,312 |
1,509 | ||
Total noncurrent |
2,401 |
3,277 |
3,120 |
4,164 | |
Total loans and borrowings |
4,816 |
4,105 |
9,125 |
7,978 |
63
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
17. Borrowings and financing - continued
17.2.Changes in borrowings
Parent Company |
|
Consolidated | |
At December 31, 2015 |
4,105 |
7,978 | |
Additions - working capital |
900 |
2,409 | |
Additions - finance lease |
79 |
80 | |
Accrued interest |
99 |
208 | |
Accrued swap |
282 |
455 | |
Mark-to-market |
(27) |
(35) | |
Monetary and exchange rate changes |
(237) |
(379) | |
Borrowing cost |
1 |
1 | |
Interest paid |
(110) |
(197) | |
Payments |
(305) |
(1,409) | |
Swap paid |
29 |
14 | |
At March 31, 2016 |
4,816 |
9,125 |
Parent Company |
Consolidated | ||
At December 31, 2014 |
5,526 |
9,728 | |
Additions |
215 |
1,571 | |
Accrued interest |
136 |
245 | |
Accrued swap |
(178) |
(211) | |
Mark-to-market |
1 |
1 | |
Monetary and exchange rate changes |
199 |
236 | |
Borrowing cost |
1 |
1 | |
Interest paid |
(103) |
(235) | |
Payments |
(296) |
(1,955) | |
Swap paid |
(19) |
(19) | |
At March 31, 2015 |
5,482 |
9,362 |
17.3.Maturity schedule of borrowings and financing recorded in noncurrent liabilities
Year |
Parent Company |
Consolidated | |
2017 |
1,460 |
1,920 | |
2018 |
817 |
880 | |
2019 |
48 |
96 | |
After 2020 |
80 |
233 | |
Subtotal |
2,405 |
3,129 | |
Borrowing costs |
(4) |
(9) | |
Total |
2,401 |
3,120 |
64
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
17. Borrowings and financing – Continued
16.1. Debentures and promissory note
|
|
Date |
|
|
Parent Company |
Consolidated | |||||
Type |
Issue Amount |
Outstanding debentures |
Issue |
Maturity |
Annual financial charges |
Unit price |
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
Parent Company |
|
|
|
|
|
|
|
|
|
| |
12th Issue – CBD |
No preference |
900,000 |
900,000 |
9/12/14 |
9/12/19 |
107.00% of CDI |
1,007 |
906 |
939 |
906 |
939 |
1st issue - promissory note - CBD |
No preference |
500,000 |
10 |
1/8/16 |
7/6/16 |
1.49% p.a |
50,000 |
518 |
- |
518 |
- |
Borrowing cost |
(4) |
(4) |
(4) |
(4) | |||||||
Parent Company/Consolidated - current and noncurrent |
1,420 |
935 |
1,420 |
935 | |||||||
Current liabilities |
522 |
38 |
522 |
38 | |||||||
Noncurrent liabilities |
898 |
897 |
898 |
897 |
65
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
17. Borrowings and financing – Continued
17.4. Debentures – continued
GPA is required to maintain certain debt financial covenants in connection with the issues made. These ratios are calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity and (ii) consolidated net debt/EBITDA ratio lower than or equal to 3.25. At March 31, 2016, GPA complied with these ratios.
17.5. Borrowings in foreign currencies
On March 31, 2016 GPA had loans in foreign currencies (dollar and euro) to strengthen its working capital, maintain its cash strategy, lengthen its debt profile and make investments, being the last due date in October, 2018
For a part of the transactions, GPA is required to maintain certain debt financial covenants. These ratios are calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity and (ii) consolidated net debt/EBITDA ratio lower than or equal to 3.25. At March 31, 2016, GPA complied with these ratios.
17.6. Guarantees
The Company signed promissory notes for some borrowings agreements.
17.7. Swap contracts
The Company uses swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal and are signed, with the same due dates and with same counterparty. The weighted average annual rate of CDI in 2016 was 13.73% (11.26% in 2015).
66
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments
The detailed information on financial instruments was presented in the annual financial statements for 2015, in note 18.
The main financial instruments and their carrying amounts in the interim financial information, by category, are as follows:
Parent Company |
Consolidated | |||
Carrying amount |
Carrying amount | |||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
Financial assets: |
||||
Loans and receivables (including cash) |
||||
Cash and cash equivalents |
1,510 |
2,247 |
4,448 |
11,015 |
Trade receivables and other receivables |
395 |
587 |
6,405 |
4,299 |
Related parties - assets (*) |
1,155 |
1,076 |
312 |
309 |
Financial liabilities: |
||||
Other financial liabilities - amortized cost |
||||
Related parties -liabilities (*) |
(283) |
(268) |
(1,446) |
(563) |
Trade payables |
(2,658) |
(4,103) |
(10,847) |
(15,485) |
Financing for purchase of assets |
(41) |
(104) |
(74) |
(117) |
Acquisition of non-controlling interest |
- |
- |
(107) |
(104) |
Debentures |
(1,420) |
(935) |
(1,420) |
(935) |
Borrowings and financing |
(1,305) |
(1,355) |
(4,228) |
(4,222) |
Suppliers - structured program |
- |
- |
(350) |
(1,055) |
Fair value through profit or loss |
||||
Loans and financing, including derivatives |
(2,091) |
(1,815) |
(3,477) |
(2,821) |
Net exposure |
(4,738) |
(4,670) |
(10,784) |
(9,679) |
(*)Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties.
The fair value of other financial instruments detailed in table above approximates the carrying amount based on the existing terms and conditions. The financial instruments measured at amortized cost, the related fair values of which differ from the carrying amounts, are disclosed in note 18.3.
67
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.1. Considerations on risk factors that may affect the business of the Company and its subsidiaries:
(i) Capital risk management
The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.
There were no changes as to objectives, policies or processes during the year ended March 31, 2016.
Parent Company |
Consolidated | |||||
3.31.2016 |
12.31.2015 |
|
3.31.2016 |
12.31.2015 | ||
Cash and cash equivalents |
1,510 |
2,247 |
4,448 |
11,015 | ||
Suppliers – structured program(**) |
- |
- |
(350) |
(1,055) | ||
Borrowings and financing |
(4,816) |
(4,105) |
(9,125) |
(7,978) | ||
Other liabilities with related parties (note 12.2) (*) |
- |
- |
(1,349) |
(364) |
(*) Represents loans of CDiscount with Casino Finance International S.A. (“Polca”).
(**)Suppliers – structured program refers to financial liabilities with suppliers which due dates were extended during three-month period ended March 31, 2016 and year 2015. Due to characteristics of commercial negotiations between suppliers and the Company, these financial liabilities were included in programs with banks, utilizing Company’s credit lines, with implied financial cost of 112% of CDI. The Company understands that this transaction has specific nature and classifies separately from the caption Suppliers – structured program.
(ii) Liquidity risk management
The Company manages liquidity risk through the daily follow-up of cash flows, control of maturities of financial assets and liabilities, and a close relationship with the main financial institutions.
The table below summarizes the aging profile of the Company’s financial liabilities as at March 31, 2016.
18.1.1 Parent Company
Up to 1 Year |
1 – 5 years |
More than 5 years |
Total | |
Borrowings and financing |
2,192 |
1,424 |
20 |
3,636 |
Debentures and promissory note |
667 |
1,159 |
- |
1,826 |
Derivatives |
21 |
118 |
2 |
141 |
Finance lease |
52 |
191 |
149 |
392 |
Trade payables |
2,658 |
- |
- |
2,658 |
Total |
5,590 |
2,892 |
171 |
8,653 |
68
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.1. Considerations on risk factors that may affect the business of the Company and its subsidiaries – Continued
(ii) Liquidity management risk – Continued
18.1.2 Consolidated
Up to 1 Year |
1 – 5 years |
More than 5 years |
Total | |
Borrowings and financing |
5,943 |
2,064 |
124 |
8,131 |
Debentures and promissory note |
667 |
1,159 |
- |
1,826 |
Derivatives |
77 |
101 |
13 |
191 |
Finance lease |
81 |
292 |
193 |
566 |
Trade payables |
10,847 |
- |
- |
10,847 |
Suppliers - structured program |
350 |
- |
- |
350 |
Acquisition of noncontrolling interest |
79 |
28 |
- |
107 |
Sale of receivables |
5 |
- |
5 | |
Total |
18,049 |
3,644 |
330 |
22,023 |
(iii) Derivative financial instruments
Consolidated | ||||||
Notional value |
|
Fair value | ||||
3.31.2016 |
12.31.2015 |
|
3.31.2016 |
12.31.2015 | ||
Fair value hedge |
||||||
Purpose of hedge (debt) |
3,419 |
2,760 |
3,762 |
3,512 | ||
Long position (buy) |
||||||
Prefixed rate |
TR+9.98% per year |
130 |
131 |
130 |
131 | |
US$ + fixed |
2.36% per year |
3,070 |
2,629 |
3,442 |
3,427 | |
EUR + fixed |
1.60% per year |
220 |
- |
205 |
- | |
3,420 |
2,760 |
3,777 |
3,558 | |||
Short position (sell) |
||||||
103.37% per year |
(3,420) |
(2,760) |
(3,492) |
(2,838) | ||
Net hedge position |
- |
- |
285 |
720 |
69
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.1. Considerations on risk factors that may affect the business of the Company and its subsidiaries – Continued
(vi) Derivative financial instruments - continued
Realized and unrealized gains and losses on these contracts during the three-month period ended March 31, 2016 are recorded in financial income (expenses), net and the balance receivable at fair value is R$284(R$720 as at December 31, 2015), recorded in line item “Borrowings and financing”.
The effects of the fair value hedge recorded in the statement of income for the three-month period ended March 31, 2016 were a gain of R$34 (gain of R$208 as at March 31, 2015).
18.2. Sensitivity analysis of financial instruments
The Company disclosed the net exposure of the derivatives financial instruments, corresponding financial instruments and certain financial instruments in the sensitivity analysis chart below, for each of the scenarios mentioned:
For the probable scenario, exchange rate weighted was R$3.91 on the due date, and the interest rate weighted was 14.53% per year. The sources used were the same as those of the annual financial statements for 2015.
70
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.2. Sensitivity analysis of financial instruments - continued
(i) Other financial instruments
Market projection | |||||||
Operations |
Risk (CDI increase) |
Balance at 3.31.2016 |
Scenario I |
|
Scenario II |
|
Scenario III |
|
|
|
|
|
| ||
Fair value hedge (fixed rate) |
101.40% of CDI |
(129) |
(192) |
(199) |
(204) | ||
Fair value hedge (exchange rate) |
103.37% of CDI |
(3,363) |
(4,468) |
(4,558) |
(4,646) | ||
Debentures |
107% of CDI |
(906) |
(1,040) |
(1,073) |
(1,107) | ||
Promissory note |
CDI + 1.49% |
(518) |
(592) |
(610) |
(629) | ||
Bank loans - CBD |
106.97% of CDI |
(1,021) |
(1,172) |
(1,210) |
(1,248) | ||
Leases |
100.19% of CDI |
(85) |
(97) |
(100) |
(103) | ||
Leases |
95.31% of CDI |
(97) |
(110) |
(113) |
(116) | ||
Bank loans- Via Varejo |
CDI - 0.71% |
(84) |
(96) |
(99) |
(102) | ||
Bank loans - Barcelona |
108% of CDI |
(157) |
(180) |
(186) |
(192) | ||
Total borrowings and financing exposure |
(6,360) |
(7,947) |
(8,148) |
(8,347) | |||
Cash and cash equivalents (*) |
102.22% of CDI |
4,089 |
4,673 |
4,819 |
4,965 | ||
Net exposure |
(2,271) |
(3,274) |
(3,329) |
(3,382) | |||
Net effect - loss |
(1,003) |
(1,058) |
(1,111) | ||||
(*) weighted average |
The Company has a net exposure (between trade payables and financial investments abroad) of US$ 14 million and €11 million, besides investments in foreign entities amounting to €3 million. Management did not apply the sensibility tests related to exchange exposure since the amounts were considered not relevant.
In addition, Company has a borrowing balance of R$ 1,349 with Casino’s group company Polca, yields EONIA + 0.5% per year. Considering that part of that interest rate is post-fixed and not representative, Company is not exposed to relevant variation of this interest rate and, therefore, with no sensibility analysis required for this exposure.
71
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.3. Fair value measurements
The Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which differ from the carrying amount, in accordance with CPC 46 (“IFRS13”), which refer to the concepts of measurement and disclosure requirements.
The fair values of cash and cash equivalents, trade receivables, short and long-term debt and trade payables are equivalent to their carrying amounts.
The table below presents the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost, the fair value of which is disclosed in the financial statements:
Carrying amount at 3.31.2016 |
Fair value at 3.31.2016 |
Fair value measurement at the end of the reporting period using other significant observable assumptions | |
Financial instruments at fair value through profit (loss) |
|||
Cross-currency interest rate swaps |
284 |
284 |
level 2 |
Interest rate swaps |
1 |
1 |
level 2 |
Borrowings and financing (fair value) |
(3,762) |
(3,762) |
level 2 |
Financial instruments at amortized cost, in which the fair value is disclosed |
|||
Borrowings and financing (amortized cost) |
(5,648) |
(5,551) |
level 2 |
Total |
(9,125) |
(9,028) |
There were no changes between the fair value measurements levels in the three-month period ended March 31, 2016.
· Cross-currency and interest rate swaps and borrowings and financing are classified in level 2 since the fair value of such financial instruments was determined based on readily observable market inputs, such as expected interest rate and current and future foreign exchange rate.
72
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
18. Financial instruments – Continued
18.4. Consolidated position of derivative transactions
The consolidated position of outstanding derivative transactions is presented in the table below:
Outstanding |
Amount payable or receivable |
Fair value | ||||||
Description |
Counterparties |
Notional value |
Contracting date |
Maturity |
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 |
Exchange swaps |
||||||||
registered with CETIP |
||||||||
(US$ x CDI) |
||||||||
Tokyo Bank |
US$ 75 |
1/14/2014 |
1/10/2017 |
83 |
110 |
84 |
113 | |
JP Morgan Bank |
US$ 50 |
3/19/2014 |
3/21/2016 |
- |
77 |
- |
82 | |
Mizuho |
US$ 50 |
10/31/2014 |
10/31/2017 |
53 |
70 |
52 |
69 | |
Citibank |
US$ 85 |
11/21/2014 |
11/21/2016 |
80 |
109 |
82 |
112 | |
Tokyo Bank |
US$ 75 |
1/2/2015 |
12/29/2016 |
68 |
94 |
69 |
98 | |
Citibank |
US$ 5 |
1/28/2015 |
1/28/2016 |
- |
6 |
- |
7 | |
HSBC |
US$ 100 |
2/25/2015 |
11/25/2016 |
66 |
100 |
69 |
102 | |
Bradesco |
US$ 100 |
4/27/2015 |
4/27/2016 |
22 |
66 |
24 |
76 | |
Citibank |
US$ 50 |
4/10/2015 |
4/10/2017 |
20 |
38 |
21 |
37 | |
Citibank |
US$ 30 |
4/14/2015 |
4/17/2017 |
12 |
22 |
13 |
22 | |
Bank of America |
US$ 40 |
9/14/2015 |
9/14/2017 |
(14) |
26 |
(10) |
26 | |
Tokyo Bank |
US$ 50 |
7/31/2015 |
7/31/2017 |
9 |
(1) |
8 |
- | |
Scotiabank |
US$ 50 |
9/30/2015 |
9/29/2017 |
(24) |
(7) |
(15) |
(4) | |
Agricole |
EUR 50 |
10/7/2015 |
10/8/2018 |
(23) |
(13) |
(13) |
(18) | |
Itaú BBA |
US$ 50 |
10/27/2015 |
1/17/2017 |
(26) |
(3) |
(19) |
(1) | |
Bradesco |
US$ 50 |
3/3/2016 |
06/032017 |
(21) |
- |
(15) |
- | |
Scotiabank |
US$ 50 |
1/15/2016 |
1/16/2018 |
(29) |
- |
(19) |
- | |
Bradesco |
US$ 50 |
2/1/2016 |
10/28/2016 |
(28) |
- |
(24) |
- | |
Santander |
US$ 47 |
2/22/2016 |
2/16/2017 |
(25) |
- |
(22) |
- | |
Interest rate swap |
||||||||
registered with CETIP |
||||||||
(fixed rate x CDI) |
||||||||
Itaú BBA |
R$ 54 |
1/14/2015 |
1/5/2027 |
1 |
(1) |
- |
(1) | |
224 |
693 |
285 |
720 |
(*) Clearinghouse for the Custody and Financial Settlement of Securities
73
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
19. Taxes and contributions payable and taxes payable in installments
The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2015, in note 19.
19.1. Taxes and contributions payable and taxes payable in installments
Parent Company |
Consolidated | ||||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | ||
PIS and COFINS |
25 |
16 |
525 |
396 | |
Provision for income tax and social contribution |
- |
3 |
13 |
52 | |
ICMS |
26 |
27 |
159 |
154 | |
Others |
- |
9 |
153 |
148 | |
51 |
55 |
850 |
750 | ||
|
|
| |||
Taxes payable in installments - Law 11,941/09 |
637 |
644 |
637 |
644 | |
Others |
7 |
8 |
8 |
8 | |
644 |
652 |
645 |
652 | ||
Current |
132 |
135 |
932 |
830 | |
Noncurrent |
563 |
572 |
563 |
572 |
19.2. Maturity schedule of taxes payable in installments in noncurrent liabilities will occur as follows:
In |
Parent Company and Consolidated |
2017 |
61 |
2018 |
78 |
2019 |
77 |
2020 |
77 |
After 2021 |
270 |
Total |
563 |
74
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
20. Income tax and social contribution
The detailed information on income tax and social contribution was presented in the annual financial statements for 2015, in note 20.
20.1. Income and social contribution tax expense reconciliation
Parent Company |
Consolidated | ||||
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | ||
Profit before income tax and social contribution |
(88) |
208 |
(182) |
405 | |
Income tax and social contribution at the nominal rate of 25% for the Company and 34% for subsidiaries |
23 |
(52) |
56 |
(118) | |
Deferred income tax over carrying amount not recognized |
- |
- |
(81) |
(27) | |
Tax penalties |
- |
(2) |
- |
(2) | |
Share of profit of subsidiaries and associates |
5 |
37 |
11 |
8 | |
Effect of tax rates in foreign entities |
- |
- |
5 |
- | |
Other permanent differences (nondeductible) |
1 |
1 |
12 |
(14) | |
Effective income tax and social contribution |
29 |
(16) |
3 |
(153) | |
Income tax and social contribution for the period: |
|||||
Current |
6 |
- |
(24) |
(96) | |
Deferred |
23 |
(16) |
27 |
(57) | |
Deferred income tax and social contribution expense |
29 |
(16) |
3 |
(153) | |
Effective rate |
-32.95% |
7.69% |
-1.65% |
37.78% |
CBD does not pay social contribution based on a final and unappealable court decision in the past; therefore its nominal rate is 25%.
20.2. Breakdown of deferred income tax and social contribution
|
Parent Company |
Consolidated | |||
|
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
|
|
|
|
|
|
Tax losses |
12 |
- |
313 |
331 | |
Provision for risks |
151 |
141 |
365 |
344 | |
Provision for derivative transactions taxed on a cash basis |
(87) |
(107) |
(81) |
(100) | |
Estimated loss on doubtful accounts |
2 |
1 |
108 |
106 | |
Provision for current expenses |
9 |
5 |
82 |
68 | |
Goodwill tax amortization |
(15) |
(10) |
(617) |
(595) | |
Present value adjustment |
1 |
1 |
(4) |
(12) | |
Lease adjustment |
8 |
5 |
(50) |
(48) | |
Mark-to-market adjustment |
(8) |
(2) |
(9) |
(2) | |
Fair value of assets acquired in business combination |
- |
- |
(788) |
(790) | |
Technological innovation – future realization |
(18) |
(18) |
(18) |
(18) | |
Depreciation of fixed assets as per tax rates |
(43) |
(25) |
(42) |
(20) | |
Provision of Morzan arbitration |
50 |
50 |
50 |
50 | |
Other |
11 |
9 |
85 |
66 | |
Deferred income tax and social contribution |
73 |
50 |
(606) |
(620) | |
Noncurrent assets |
73 |
50 |
542 |
564 | |
Noncurrent liabilities |
- |
- |
(1,148) |
(1,184) | |
Income tax and social contribution |
73 |
50 |
(606) |
(620) |
75
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
20. Income tax and social contribution – Continued
20.2. Breakdown of deferred income tax and social contribution – Continued
The Company estimates to recover these deferred tax assets as follows:
Year |
Parent Company |
Consolidated |
2016 |
34 |
234 |
2017 |
26 |
90 |
2018 |
13 |
94 |
2019 |
- |
61 |
2020 |
- |
43 |
After 2021 |
- |
20 |
|
73 |
542 |
|
|
20.3. Changes in deferred income tax and social contribution
Parent Company |
|
Consolidated | |||
3.31.2016 |
3.31.2015 |
|
3.31.2016 |
3.31.2015 | |
At the beginning of the period |
50 |
56 |
|
(620) |
(642) |
Expense for the period |
23 |
(16) |
|
27 |
(57) |
Exchange rate changes |
- |
- |
|
(6) |
11 |
Other |
- |
(1) |
|
(7) |
12 |
At the end of the period |
73 |
39 |
|
(606) |
(676) |
21. Accounts payable related tp acquisition of companies
Consolidated | ||
3.31.2016 |
12.31.2015 | |
|
| |
Interest acquisition in Assaí |
7 |
7 |
Interest acquisition in Sendas |
73 |
69 |
Interest acquisition in Cdiscount Colombia S.A.S |
27 |
28 |
107 |
104 | |
Current liabilities |
80 |
76 |
Noncurrent liabilities |
27 |
28 |
76
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks
The provision for risks is estimated by the Company’s management, supported by its legal counsel. The provision was recognized in an amount considered sufficient to cover probable losses.
22.1. Parent Company
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Regulatory |
Total | |
Balance at December 31, 2015 |
63 |
187 |
152 |
71 |
17 |
490 |
Additions |
5 |
2 |
12 |
8 |
6 |
33 |
Payments |
- |
- |
(8) |
(2) |
(3) |
(13) |
Reversals |
- |
(3) |
(1) |
(8) |
(3) |
(15) |
Inflation adjustment |
3 |
8 |
4 |
4 |
1 |
20 |
Balance at March 31, 2016 |
71 |
194 |
159 |
73 |
18 |
515 |
|
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Regulatory |
Total |
Balance at December 31, 2014 |
40 |
190 |
168 |
72 |
13 |
483 |
Additions |
- |
1 |
5 |
6 |
1 |
13 |
Payments |
- |
- |
(4) |
- |
(1) |
(5) |
Reversals |
- |
(10) |
- |
(13) |
- |
(23) |
Inflation adjustment |
1 |
6 |
4 |
4 |
1 |
16 |
Balance at March 31, 2015 |
41 |
187 |
173 |
69 |
14 |
484 |
22.2. Consolidated
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Regulatory |
Total | |
Balance at December 31, 2015 |
103 |
414 |
597 |
248 |
34 |
1,396 |
|
||||||
Additions |
4 |
4 |
88 |
61 |
13 |
170 |
Payments |
- |
- |
(35) |
(29) |
(6) |
(70) |
Reversals |
(4) |
(12) |
(34) |
(44) |
(7) |
(101) |
Inflation adjustment |
4 |
11 |
15 |
11 |
2 |
43 |
Exchange rate changes |
- |
- |
- |
(1) |
- |
(1) |
Balance at March 31, 2016 |
107 |
417 |
631 |
246 |
36 |
1,437 |
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Regulatory |
Total | |
Balance at December 31, 2014 |
79 |
510 |
521 |
201 |
33 |
1,344 |
Additions |
3 |
4 |
52 |
62 |
4 |
125 |
Payments |
- |
- |
(39) |
(26) |
(1) |
(66) |
Reversals |
- |
(11) |
(7) |
(53) |
(2) |
(73) |
Inflation adjustment |
2 |
8 |
14 |
12 |
2 |
38 |
Exchange rate changes |
- |
2 |
- |
- |
- |
2 |
Balance at March 31, 2015 |
84 |
513 |
541 |
196 |
36 |
1,370 |
77
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks – Continued
22.3. Tax
As per prevailing legislation, tax claims are subject to monetary indexation, which refers to an adjustment to the provision for tax risks according to the indexation rates used by each tax jurisdiction. In all cases, both the interest charges and fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.
The main provisioned tax claims are as follows:
22.3.1. COFINS and PIS
Since the noncumulative regime to calculate PIS and COFINS has been used, the Company and its subsidiaries have challenged the right to deduct ICMS from the base of these two contributions and other less important matters. The amount accrued as at March 31, 2016 is R$ 107 (R$ 103 as at December 31, 2015).
22.3.2. Tax
The Company and its subsidiaries have other tax claims, which after analysis by its legal counsel, were considered as probable losses and accrued by the Company. These refer to: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (iii) challenge on the Poverty Fighting Fund established by the Rio de Janeiro State Government; (iv) challenges on purchases from suppliers considered not qualified in the State Finance Department registry, error in application of rate and accessory obligations by State tax authorities; (v) arguing about ICMS rates over energy expenses in the Rio de Janeiro State; and (vi) other less relevant issues.
The amount accrued for these matters as at March 31, 2016 is R$125 (R$121 as at December 31, 2015).
ICMS
The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$ 132 as at March 31, 2016 (R$128 as at December 31, 2015) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.
22.3.3. Supplementary Law 110/2001
The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at March 31, 2016 is R$65 (R$62 as at December 31, 2015).
78
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks – Continued
22.3.4. Others contingent tax liabilities - Cdiscount
There were consolidated provisions for contingent tax liabilities from foreign e-commerce entities. As at March 31, 2016 the contingent tax liabilities amount to R$10 (R$13 as at December 31, 2015).
22.3.5. Others contingent tax liabilities - Via Varejo
Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15(R1) (IFRS 3). As at March 31, 2016, the recorded amount related to contingent tax liabilities is R$85 (R$84 as at December 31, 2015).
These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.
22.3.6. Others contingent tax liabilities - Bartira
During the three-month period ended March 31, 2016, the Company reversed almost the totality contingent liabilities related to Bartira PPA, occurred in 2013. The amounts reversed comprise R$6 of tax and R$11 of labor contingencies, totaling R$17. The remaining amount for three-month period ended March 31, 2016 is R$1(R$18 at December 31, 2015).
22.4. Labor
The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At March 31, 2016, the Company recorded a provision amount R$631 (R$597 as at December 31, 2015) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed. Labor claims are indexed to rate according to a table available by TST (“The Brazilian Supreme Labor Court”), plus monthly interest of 1%.
22.5. Civil and others
The Company and its subsidiaries are parties to civil lawsuits at several court levels (indemnities and collections, among others) and at different courts. The Company’s management records provisions in amounts considered sufficient to cover unfavorable court decisions, when its legal counsel considers the loss as probable.
79
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks – Continued
22.5 Civil and others - continued
Among these lawsuits, we point out the following:
·The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at March 31, 2016, the amount accrued for these lawsuits is R$96 (R$45 as at December 31, 2015), for which there are no escrow deposits.
· Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which Consumer Protection Agencies (Procon) , National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities. Company supported by its legal counsel, revises that claims, recording a provision according to probable cash expending and estimative of loss .On March 31, 2016 the amounting of this provision is R$ 36 (R$34 on December 31,2015)
·The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits totals R$63 as at March 31, 2016 (R$64 as at December 31, 2015).
Total civil lawsuits and others as at March 31, 2016 amount to R$282 (R$282 as at December 31, 2015).
22.6. Other non-accrued contingent liabilities
The Company has other litigations which have been analyzed by the legal counsel and considered as possible, not probable, loss, and which therefore have not been accrued, amounting to R$13,035 as at March 31, 2016 (R$12,717 as at December 31, 2015), related mainly to:
· INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$414 as at March 31, 2016 (R$410 as at December 31, 2015). The lawsuits are under administrative and court discussions.
· IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income, ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. The lawsuits await administrative and court ruling. The amount involved is R$2,116 as at March 31, 2016 (R$2,056 as at December 31, 2015).
Among those claims, there are some related to challenges of differences in the payment of income tax, supposedly due under the allegation that there was undue deduction of goodwill amortization resulting from transactions between shareholders in relation to years 2007-2013. The amount involved (and included in the paragraph above) is R$1,071 as at March 31, 2016 (R$ 1,046 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.
80
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks – Continued
22.6. Other non-accrued contingent liabilities – Continued
Mandala goodwill: tax assessment related to the goodwill tax deduction in the years of 2012 and 2013, originated by the acquisition of Ponto Frio occurred in the year of 2009. The restated amount of the assessment notice correspond to R$73 of income tax and social contribution(R$72 in December 31, 2015).
· COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and unappealable decision, other requests for offset, collection of taxes on soybean export operations, tax payment divergences and overpayments; fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$2,288 as at March 31, 2016 (R$2,270 as at December 31, 2015).
· ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) refund of tax replacement without proper compliance with accessory obligations introduced by CAT Administrative Rule 17 of the State of São Paulo; (iv) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vii) among other matters. The total amount of these assessments is R$6,975 as at March 31, 2016 (R$6,765 as at December 31, 2015), which await a final decision at the administrative and court levels.
· Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), rates, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$434 as at March 31, 2016 (R$387 as at December 31, 2015), which await decision at the administrative and court levels.
· Other litigations – these refer to administrative proceedings and lawsuits in which the Company pleads the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, among others, amounting to R$808 as at March 31, 2016 (R$829 as at December 31, 2015).
The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at March 31, 2016 the estimated amount, in case of success in all lawsuits, is approximately R$109 (R$100 as at December 31,2015).
81
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
22. Provision for risks – Continued
22.7. Restricted deposits for legal proceedings
The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court restricted deposits in the corresponding amounts, as well as escrow deposits related to the provision for legal proceedings.
The Company has registered in its assets amounts related to restricted deposits.
Parent Company |
Consolidated | ||||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | ||
Tax |
106 |
101 |
214 |
210 | |
Labor |
330 |
329 |
776 |
711 | |
Civil and other |
20 |
18 |
42 |
44 | |
Regulatory |
11 |
11 |
35 |
34 | |
Total |
467 |
459 |
1,067 |
999 |
22.8. Guarantees
Lawsuits |
Real estate |
Equipment |
Guarantee |
Total |
|
|
|
| |
Tax |
858 |
- |
8,282 |
9,140 |
Labor |
6 |
2 |
28 |
36 |
Civil and other |
- |
- |
270 |
270 |
Regulatory |
9 |
- |
9 |
18 |
Total |
873 |
2 |
8,589 |
9,464 |
The cost of guarantees is approximately 1.01% of the amount of the lawsuits and is recorded as expense by the passage of time.
82
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
23. Leasing transactions
23.1. Operating lease
(i) Non-cancelable minimum payments
|
Consolidated |
|
3.31.2016 |
|
|
Minimum rental payment: |
|
Up to 1 year |
60 |
1 to 5 years |
239 |
Over 5 years |
382 |
|
681 |
Refer to non-cancellable rental agreements through the due dates. The operating leasing agreements vary from 3 to 20 years and the table above presents the non-cancelable agreements. There are other operating lease agreements that management considers as cancelable, recording the related expenses in the statement of income. The total expense recorded as “noncontingent payments” related to operating lease agreements is presented in item (iii) below.
(ii) Minimum rental payments on the agreement termination date
The Company analyzed and concluded that the rental agreements are cancelable over their duration. In case of termination, minimum payments will be due as a termination fee, which can vary from 1 to 12 months of rental or a fixed percentage of the contractual balance.
Parent Company |
Consolidated | |
3.31.2016 |
3.31.2016 | |
Minimum rental payments |
||
Minimum payments on the termination date |
260 |
773 |
260 |
773 |
(iii) Contingent payments
Management considers the payment of additional rents as contingent payments, which vary between 0.1% and 4.5% of sales.
Parent Company |
Consolidated | ||||
Expenses(Income) for the period |
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | |
Contingent payments |
96 |
89 |
170 |
164 | |
Non contingent payments |
45 |
43 |
244 |
254 | |
Sublease rentals (*) |
(34) |
(28) |
(42) |
(37) |
(*) Refers to lease agreements receivable from commercial shopping malls.
83
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
23. Leasing transactions – Continued
23.2. Finance lease
Finance lease agreements amounted to R$328 as at March 31, 2016 (R$264 as at December 31, 2015), as shown in the table below:
|
Parent Company |
|
Consolidated | ||
|
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | |
Financial lease liability–minimum rental payments: |
|||||
Up to 1 year |
36 |
30 |
52 |
44 | |
1 - 5 years |
150 |
91 |
217 |
157 | |
Over 5 years |
25 |
26 |
59 |
63 | |
Present value of finance lease agreements |
211 |
147 |
328 |
264 | |
Future financing charges |
181 |
179 |
238 |
238 | |
Gross amount of finance lease agreements |
392 |
326 |
566 |
502 |
24. Deferred revenue
The Company and its subsidiary Via Varejo received in advance amounts from business partners on exclusivity in the intermediation of additional or extended warranties services, and the subsidiary Barcelona received in advance amounts for the rental of back lights for exhibition of products from its suppliers.
The detailed information on deferred revenue was presented in the annual financial statements for 2015, in note 24.
Parent Company |
Consolidated | ||||
3.31.2016 |
12.31.2015 |
3.31.2016 |
12.31.2015 | ||
Additional or extended warranties |
40 |
42 |
754 |
777 | |
Bradesco agreement |
- |
- |
672 |
699 | |
Swap agreement |
- |
- |
77 |
65 | |
Services rendering agreement - Allpark |
16 |
16 |
16 |
16 | |
Back lights |
- |
- |
28 |
36 | |
Spread BCA - Customers base exclusivity (5 years) |
- |
- |
4 |
6 | |
Tax credit research |
- |
- |
4 |
5 | |
Others |
1 |
2 |
42 |
39 | |
57 |
60 |
1,597 |
1,643 | ||
Current |
27 |
28 |
426 |
420 | |
Noncurrent |
30 |
32 |
1,171 |
1,223 |
84
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
25. Shareholders’ equity
The detailed information on shareholders’ equity was presented in the annual financial statements for 2015, in note 25.
25.1. Capital stock
The subscribed and paid-up capital as at March 31, 2016 is represented by 265,712 (265,702 as at December 31, 2015) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at March 31,2016 (99,680 as at December 31, 2015) and 166,032 in thousands of preferred shares as at March 31, 2016 (166,022 as at December 31, 2015).
The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of any amendment to the Company’s Bylaws, upon resolution of the Board of Directors, which will establish the issue conditions.
· At the Board of Directors’ Meetings held on February 24, 2016, March 22, 2016 were approved capital increases by R$0,346 (R$1 on March 31, 2015) through the issue of 10 (in thousands of shares) preferred shares(32 on March 31,2015).
25.2. Stock option plan for preferred shares
Option plan
Information on the stock option plans is summarized below:
|
|
Price |
Lot of shares | ||||||
Series granted |
Grant date |
1st date of exercise |
2nd date of exercise and expiration |
At the grant date |
End of the year |
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
Balance at March 31, 2016 |
|
|
|||||||
Series A6 - Gold |
3/15/2012 |
3/31/2015 |
3/31/2016 |
0.01 |
0.01 |
526 |
(490) |
(36) |
- |
Series A6 - Silver |
3/15/2012 |
3/31/2015 |
3/31/2016 |
64.13 |
64.13 |
526 |
(489) |
(36) |
1 |
Series A7 - Gold |
3/15/2013 |
3/31/2016 |
3/31/2017 |
0.01 |
0.01 |
358 |
(176) |
(39) |
143 |
Series A7 - Silver |
3/15/2013 |
3/31/2016 |
3/31/2017 |
80 |
80 |
358 |
(176) |
(39) |
143 |
Series B1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
0.01 |
0.01 |
239 |
(17) |
(56) |
167 |
Series C1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
83.22 |
83.22 |
239 |
(11) |
(67) |
162 |
Series B2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
0.01 |
0.01 |
337 |
(5) |
(19) |
313 |
Series C2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
77.27 |
77.27 |
337 |
- |
(26) |
312 |
2,920 |
(1,364) |
(318) |
1,238 |
|
|
Price |
Lot of shares | ||||||
Series granted |
Grant date |
1st date of exercise |
2nd date of exercise and expiration |
At the grant date |
End of the year |
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
Balance at December 31, 2015 |
|
|
|
|
|
| |||
Series A5 - Gold |
5/31/2011 |
5/31/2014 |
5/31/2015 |
0.01 |
0.01 |
299 |
(285) |
(14) |
- |
Series A5 - Silver |
5/31/2011 |
5/31/2014 |
5/31/2015 |
54.69 |
54.69 |
299 |
(285) |
(14) |
- |
Series A6 - Gold |
3/15/2012 |
3/31/2015 |
3/31/2016 |
0.01 |
0.01 |
526 |
(490) |
(36) |
- |
Series A6 - Silver |
3/15/2012 |
3/31/2015 |
3/31/2016 |
64.13 |
64.13 |
526 |
(488) |
(36) |
2 |
Series A7 - Gold |
3/15/2013 |
3/31/2016 |
3/31/2017 |
0.01 |
0.01 |
358 |
(172) |
(35) |
151 |
Series A7 - Silver |
3/15/2013 |
3/31/2016 |
3/31/2017 |
80 |
80 |
358 |
(172) |
(35) |
151 |
Series B1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
0.01 |
0.01 |
239 |
(16) |
(54) |
169 |
Series C1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
83.22 |
83.22 |
239 |
(11) |
(64) |
164 |
Series B2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
0.01 |
0.01 |
337 |
(5) |
(16) |
316 |
Series C2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
77.27 |
77.27 |
337 |
- |
(23) |
314 |
|
|
|
|
|
|
3,518 |
(1,924) |
(327) |
1,267 |
85
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
25. Shareholders’ equity - Continued
At March 31, 2016 there were 233 treasury-preferred shares which may be used as guarantee for the options granted in the plan. The preferred share price at BM&FBovespa was R$49.85 per share.
The chart below shows the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise of all options granted:
|
3.31.2016 |
12.31.2015 |
|
| |
Number of shares |
265,712 |
265,702 |
Balance of granted series in effect |
1,238 |
1,267 |
Maximum percentage of dilution |
0.47% |
0.48% |
The expectation of remaining average life of the series outstanding at March 31, 2016 was 1.53 year (1.75 year at December 31, 2015). The weighted average fair value of options granted at March 31, 2016 was R$67.31 (R$67.35 at December 31, 2015).
Shares |
Weighted average of exercise price |
Weighted average of remaining contractual term |
Intrinsic value added | |
At December 31, 2015 |
||||
Granted during the year |
674 |
38,64 |
||
Cancelled during the year |
(117) |
45,53 |
||
Exercised during the year |
(418) |
32,62 |
||
Outstanding at the end of the year |
1,267 |
39.57 |
1.75 |
26,586 |
Total to be exercised at December 31, 2015 |
1,267 |
39.57 |
1.75 |
26,586 |
At March 31, 2016 |
||||
Cancelled during the period |
(19) |
42.68 |
||
Exercised during the period |
(10) |
33.69 |
||
Outstanding at the end of the period |
1,238 |
39.57 |
1.53 |
23,862 |
Total to be exercised at March 31, 2016 |
1,238 |
39.57 |
1.53 |
23,862 |
As at March 31, 2016 there were options to be exercised in Series A6.
The amounts recorded in the Consolidated statement of income, as at March 31, 2016 were R$4 (R$3 as at March 31, 2015).
25.3. Cumulative other comprehensive income
Cumulative Translation Reserve corresponding to cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) in Brazilian reais, corresponding to the investment of CBD in subsidiary Cdiscount. The effect in the Parent Company was R$16 and R$57 for non-controlling interests.
86
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
26. Net sales of goods and/or services
Parent Company |
Consolidated | ||||
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | ||
Gross sales |
|||||
Goods |
6,317 |
6,010 |
19,239 |
18,887 | |
Services rendered |
65 |
63 |
836 |
534 | |
Financial services |
- |
338 |
365 | ||
Sales returns and cancellations |
(137) |
(104) |
(373) |
(586) | |
6,245 |
5,969 |
20,040 |
19,200 | ||
Taxes |
(493) |
(455) |
(2,286) |
(1,963) | |
- |
- | ||||
Net sales |
5,752 |
5,514 |
17,754 |
17,237 |
27. Expenses by nature
Parent Company |
|
Consolidated | |||
3.31.2016 |
3.31.2015 |
3.31.2016 |
3.31.2015 | ||
|
|||||
Cost of inventories |
(4,097) |
(3,881) |
(13,240) |
(12,647) | |
Personnel expenses |
(693) |
(645) |
(1,834) |
(1,702) | |
Outsourced services |
(69) |
(79) |
(745) |
(549) | |
Functional expenses |
(398) |
(321) |
(799) |
(698) | |
Selling expenses |
(171) |
(160) |
(554) |
(543) | |
Other expenses |
(89) |
(58) |
(161) |
(141) | |
(5,517) |
(5,144) |
(17,333) |
(16,280) | ||
Cost of goods and services sold |
(4,289) |
(4,072) |
(13,881) |
(13,105) | |
Selling expenses |
(1,094) |
(943) |
(2,964) |
(2,716) | |
General and administrative expenses |
(134) |
(129) |
(488) |
(459) | |
(5,517) |
(5,144) |
(17,333) |
(16,280) |
28. Other operating income (expenses), net
|
Parent Company |
|
Consolidated | ||
3.31.2016 |
3.31.2015 |
|
3.31.2016 |
3.31.2015 | |
Disposal of fixed assets results |
(20) |
(3) |
(46) |
(15) | |
Selling of subsidiaries - Cdiscount (note 1.3) |
- |
- |
94 |
- | |
Expenses Cnova's investigation (note 1.2) |
(1) |
- |
(42) |
- | |
Integration/restructuring expenses (a) |
(11) |
(9) |
(55) |
(24) | |
Effects on Indemnified amounts to Via Varejo and CB and association costs (b) |
(20) |
(22) |
(9) |
(22) | |
Others |
- |
8 |
(10) |
(7) | |
(52) |
(26) |
(68) |
(68) | ||
a) Related to severance costs to Group´s executives and employees, which lay off was informed or done during 2015 and 2016, and represent an important change in the departments’ structure.
b) In 2015 and 2016, expenses incurred related to contingencies amounts referring to prior periods of the association with CB.
87
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
29. Financial income (expenses), net
|
Parent Company |
|
Consolidated | ||
|
3.31.2016 |
3.31.2015 |
|
3.31.2016 |
3.31.2015 |
Finance expenses: |
|||||
Cost of debt |
(135) |
(159) |
(280) |
(287) | |
Cost of sales of receivables |
(20) |
(15) |
(128) |
(91) | |
Monetary loss |
(34) |
(34) |
(65) |
(60) | |
Other finance expenses |
(19) |
(32) |
(38) |
(59) | |
Total financial expenses |
(208) |
(240) |
(511) |
(497) | |
|
|||||
Financial income: |
|||||
Income from cash and cash equivalents |
10 |
31 |
94 |
105 | |
Monetary gain |
30 |
40 |
99 |
87 | |
Other financial income |
- |
1 |
1 |
24 | |
Total financial income |
40 |
72 |
194 |
216 | |
|
|||||
Total |
(168) |
(168) |
(317) |
(281) |
The hedge effects in the years ended March 31, 2016 and March 31, 2015 are disclosed in Note 18.
30. Earnings per share
The information on earnings per share was presented in the annual financial statements for 2015, in note 30.
The table below presents the determination of net income available to holders of common and preferred shares and the weighted average number of common and preferred shares outstanding used to calculate basic and diluted earnings per share in each reporting period:
3.31.2016 |
3.31.2015 | ||||||
Preferred |
Common |
Total |
Preferred |
Common |
Total | ||
Basic numerator |
|||||||
Net income (loss) allocated to common and preferred shareholders |
(37) |
(22) |
(59) |
124 |
68 |
192 | |
(37) |
(22) |
(59) |
124 |
68 |
192 | ||
Basic denominator (thousands of shares) |
|||||||
Weighted average of shares |
166 |
100 |
266 |
165 |
100 |
265 | |
Basic earnings per thousands of shares (R$) |
(0.22227) |
(0.22227) |
0.74955 |
0.68141 |
|||
Diluted numerator |
|||||||
Net income (loss) allocated to common and preferred shareholders |
(37) |
(22) |
(59) |
124 |
68 |
192 | |
(37) |
(22) |
(59) |
124 |
68 |
192 | ||
Diluted denominator |
|||||||
Weighted average of shares (in thousands) |
166 |
100 |
266 |
165 |
100 |
265 | |
Diluted weighted average of shares (in thousands) |
166 |
100 |
266 |
165 |
100 |
265 | |
Diluted earnings per thousands of shares (R$) |
(0.22227) |
(0.22227) |
0.74765 |
0.68099 |
88
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
31. Benefit plan
The information on benefit plan was presented in the annual financial statements for 2015, in note 31.
31.1.Defined contribution plan
In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the three-month period ended March 31, 2016 is R$1 (R$1 as at March 31, 2015), and employees contribution is R$1 (R$1 as at March 31, 2015). The plan had 850 participants as at March 31, 2015 (904 as at March 31, 2015).
32. Insurance coverage
The insurance coverage as at March 31, 2016 is summarized as follows:
|
|
Parent Company |
Consolidated |
Insured assets |
Covered risks |
Amount insured |
Amount insured |
Property and equipment and inventories |
Assigning profit |
9,250 |
23,508 |
Profit |
Loss of profits |
4,483 |
8,632 |
Vehicles and others (*) |
Damages |
448 |
787 |
The Company maintains specific policies for civil liability and directors and officers liability amounting to R$384.
(*) The value reported above does not include coverage of the hooves, which are insured by the value of 100% of the Foundation Institute of Economic Research – FIPE table.
89
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
33. Segment information
The information on segments was presented in the annual financial statements for 2015, in note 33.
Management considers the following segments:
· Retail – includes the banners “Pão de Açúcar”, “Minuto Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”.
· Home appliances – includes the banners “Ponto Frio” and “Casas Bahia”.
· Cash & Carry – includes the brand “ASSAÍ”.
· E-commerce includes the “sites” www.pontofrio.com.br; www.extra.com.br; www.casasbahia.com.br; www.barateiro.com.br, www.partiuviagens.com.br and www.cdiscount.com.br.
Information on the Company’s segments as at March 31 is included in the table below:
90
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
33. Segment information – Continued
Description |
Retail |
|
Cash & Carry |
|
Home appliances |
|
E-commerce |
|
Total |
|
Eliminations (*) |
|
Total | |||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
|
2016 |
2015 |
|
2016 |
2015 |
|
2016 |
2015 |
|
2016 |
2015 | |||
Net sales |
6,740 |
6,605 |
3,148 |
2,312 |
4,704 |
5,388 |
3,178 |
2,949 |
17,770 |
17,254 |
(16) |
(17) |
17,754 |
17,237 | ||||||
Gross profit |
1,755 |
1,786 |
429 |
314 |
1,433 |
1,778 |
258 |
254 |
3,875 |
4,132 |
(2) |
- |
3,873 |
4,132 | ||||||
Depreciation and amortization |
(145) |
(143) |
(30) |
(22) |
(44) |
(42) |
(31) |
(24) |
(250) |
(231) |
- |
- |
(250) |
(231) | ||||||
Share of profit of subsidiaries and associates |
23 |
21 |
- |
- |
9 |
7 |
- |
- |
32 |
28 |
- |
- |
32 |
28 | ||||||
Operating income |
98 |
284 |
68 |
46 |
103 |
491 |
(134) |
(135) |
135 |
686 |
- |
- |
135 |
686 | ||||||
Finance costs |
(220) |
(253) |
(28) |
(24) |
(152) |
(154) |
(115) |
(74) |
(515) |
(505) |
4 |
8 |
(511) |
(497) | ||||||
Finance income |
55 |
103 |
10 |
3 |
115 |
66 |
18 |
52 |
198 |
224 |
(4) |
(8) |
194 |
216 | ||||||
Profit(loss) before income tax and social contribution |
(67) |
134 |
50 |
25 |
66 |
403 |
(231) |
(157) |
(182) |
405 |
- |
- |
(182) |
405 | ||||||
Income tax and social contribution |
24 |
(32) |
(17) |
(9) |
(18) |
(134) |
14 |
22 |
3 |
(153) |
- |
- |
3 |
(153) | ||||||
Net income(loss) |
(43) |
102 |
33 |
16 |
48 |
269 |
(217) |
(135) |
(179) |
252 |
- |
- |
(179) |
252 | ||||||
Current assets |
6,229 |
7,394 |
1,781 |
2,187 |
9,293 |
10,491 |
3,819 |
4,926 |
21,122 |
24,998 |
(9) |
- |
21,113 |
24,998 | ||||||
Noncurrent assets |
13,999 |
13,934 |
1,956 |
1,868 |
5,814 |
5,806 |
1,237 |
1,268 |
23,006 |
22,876 |
(355) |
(372) |
22,651 |
22,504 | ||||||
Current liabilities |
6,582 |
6,910 |
2,367 |
2,409 |
8,265 |
9,463 |
5,839 |
6,820 |
23,053 |
25,602 |
(364) |
(372) |
22,689 |
25,230 | ||||||
Noncurrent liabilities |
4,872 |
5,766 |
223 |
372 |
2,308 |
2,350 |
114 |
128 |
7,517 |
8,616 |
- |
- |
7,517 |
8,616 | ||||||
Shareholders' equity |
8,774 |
8,652 |
1,147 |
1,274 |
4,534 |
4,484 |
(897) |
(754) |
13,558 |
13,656 |
- |
- |
13,558 |
13,656 |
(*) The eliminations are composed by intercompany balances.
91
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
33. Segment information – Continued
Brazil |
International |
||||||||||||||||||||||
Description |
Retail |
Cash & Carry |
Home appliances |
E-commerce |
E-commerce |
Total |
Eliminations (*) |
Total | |||||||||||||||
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 | ||||||||
Net operating revenue |
6,740 |
6,605 |
3,148 |
2,312 |
4,704 |
5,388 |
1,157 |
1,607 |
2,021 |
1,342 |
17,770 |
17,254 |
(16) |
(17) |
17,754 |
17,237 | |||||||
Current assets |
6,229 |
7,394 |
1,781 |
2,187 |
9,293 |
10,491 |
1,314 |
2,330 |
2,505 |
2,596 |
21,122 |
24,998 |
(9) |
- |
21,113 |
24,998 | |||||||
Noncurrent assets |
13,999 |
13,934 |
1,956 |
1,868 |
5,814 |
5,806 |
526 |
502 |
711 |
766 |
23,006 |
22,876 |
(355) |
(372) |
22,651 |
22,504 | |||||||
Current liabilities |
6,582 |
6,910 |
2,367 |
2,409 |
8,265 |
9,463 |
2,731 |
3,480 |
3,108 |
3,340 |
23,053 |
25,602 |
(364) |
(372) |
22,689 |
25,230 | |||||||
Noncurrent liabilities |
4,872 |
5,766 |
223 |
372 |
2,308 |
2,350 |
26 |
25 |
88 |
103 |
7,517 |
8,616 |
- |
- |
7,517 |
8,616 | |||||||
Shareholders' equity |
8,774 |
8,652 |
1,147 |
1,274 |
4,534 |
4,484 |
(917) |
(673) |
20 |
(81) |
13,558 |
13,656 |
- |
- |
13,558 |
13,656 |
(*) The eliminations consist of intercompany balances
92
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
33. Segment information – Continued
Company’s general information
The Company and its subsidiaries operate primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:
|
3.31.2016 |
3.31.2015 |
|
| |
Food |
55.6% |
52.0% |
Nonfood |
44.4% |
48.0% |
Total sales |
100.0% |
100.0% |
|
|
As at March 31, 2016, capital expenditures were as follows:
|
3.31.2016 |
3.31.2015 |
|
| |
Food |
321 |
368 |
Nonfood |
46 |
148 |
Total capital expenditures |
367 |
516 |
34. Events after report period
34.1.Dividends of 2015
At Annual and Extraordinary Shareholders’ Meeting (AGOE) held April 27, 2016, the shareholders approved management proposal of dividends payment related to the year ended December 31, 2015 in the amount of R$ 119, including anticipated dividends already declared. The amount correspond to R$0.4227404801 for a common share and R$0.4650142281 for preferred share.
Except by anticipated dividends paid during 2015, Company will pay in 60 days after April 27, 2016, AGOE’s base date, the amount of R$4 corresponding to remaining dividends of the year 2015. The amount correspond to R$0.013703 for a common share and R$0.015073 for a preferred share. All the shares shall be entitled to dividends on April 27, 2016. As of April 28, 2016 the shares will be negotiated “ex-rights” to the dividends payment date.
34.2.Corporate restructuring
At Annual and Extraordinary Shareholders’ Meeting (AGOE) held April 27, 2016, the shareholders approved the merger of Sendas Distribuidora net assets. The steps for the transactions were preceded by : (i) Repurchase of Barcelona shares belonged to Novasoc (as per note 1.3.1); (ii) At the same date, the merger of Barcelona net assets by Sendas Distribuidora, being Barcelona, consequently extinct and (iii) Spin-off of a part of Sendas Distribuidora net assets, also approved at same date and same entity.
The restructuring goal is to improve corporate structure and will be settled with these entities balances on April 30, 2016 with no impacts in consolidated interim financial information of the Company.
93
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
Other information deemed as relevant by the Company.
Shareholding at 3/31/2016 | ||||||
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company) |
Shareholding at 3/31/2016 | |||||
Shareholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
WILKES PARTICIPAÇÕES S.A. |
94,019,178 |
94.32% |
- |
0.00% |
94,019,178 |
35.38% |
Almacenes Éxito S.A. * |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
CASINO GUICHARD PERRACHON * |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
JEAN CHARLES NAOURI |
- |
0.00% |
1 |
0.00% |
1 |
0.00% |
SEGISOR * |
5,600,050 |
5.62% |
- |
0.00% |
5,600,050 |
2.11% |
Oppenheimer Funds. Inc.* |
- |
0.00% |
13423473 |
8.08% |
13,423,473 |
5.05% |
KING LLC * |
- |
0.00% |
852,000 |
0.51% |
852,000 |
0.32% |
Geant International BV* |
- |
0.00% |
128,695 |
0.08% |
128,695 |
0.05% |
COFIDOL SAS * |
- |
0.00% |
8,907,123 |
5.36% |
8,907,123 |
3.35% |
Board of Executive Officers |
- |
0.00% |
27,011 |
0.02% |
27,011 |
0.01% |
Board of Directors |
- |
0.00% |
3 |
0.00% |
3 |
0.00% |
Treasury Shares |
- |
0.00% |
232,586 |
0.14% |
232,586 |
0.09% |
Othera |
60,621 |
0.06% |
142,461,227 |
85.80% |
142,521,848 |
53.64% |
TOTAL |
99,679,851 |
100.00% |
166,032,119 |
100.00% |
265,711,970 |
100% |
(*) Foreign Company |
||||||
CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL | ||||||
WILKES PARTICIPAÇÕES S.A |
Shareholding at 3/31/2016 (In units) | |||||
Shareholder/Quotaholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
CASINO* |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
SEGISOR* |
209,123,407 |
97.12% |
- |
0.00% |
209,123,407 |
97% |
BENGAL LLC* |
2,119,162 |
0.98% |
- |
0.00% |
2,119,162 |
0.98% |
OREGON LLC* |
2,119,162 |
0.98% |
- |
0.00% |
2,119,162 |
0.98% |
PINCHER LLC* |
1,961,612 |
0.91% |
- |
0.00% |
1,961,612 |
0.91% |
Almacenes Éxito S.A. * |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
Treasury Shares |
- |
0.00% |
- |
0.00% |
- |
0.00% |
TOTAL |
215,323,345 |
100.00% |
- |
0.00% |
215,323,345 |
100% |
94
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
Other information deemed as relevant by the Company.
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||
SEGISOR | ||
Quotaholder |
Quotas |
% |
Onper Investimentos 2015 S.L.* |
887,239,543 |
50.00% |
Casino Guichard Perrachon* |
887,239,543 |
50.00% |
TOTAL |
1,774,479,086 |
100% |
(*) Foreign Company |
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
ONPER INVESTIMENTOS 2015 S.L. |
Shareholding at 3/31/2016 (In units) | |||||
Shareholder |
Common Shares |
% |
Preferref Shares |
% |
Number |
% |
ALMANACENES ÉXITO S.A.* |
3,000 |
100.00% |
0 |
0.00% |
3,000 |
100.00% |
TOTAL |
3,000 |
100% |
0 |
0% |
3,000 |
100.00% |
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
ALMANACENES ÉXITO S.A. |
Shareholding at 3/31/2016 (In units) | |||||
Shareholders* |
Common Shares |
% |
Preferred Shares |
% |
Number |
% |
Geant International B.V. |
187,689,792 |
41.93% |
- |
0.00% |
187,689,792 |
41.93% |
Geant Fonciere B.V. |
47,725,428 |
10.66% |
- |
0.00% |
47,725,428 |
10.66% |
Fondo de Pensiones Obligatorias Porvenir Moderado |
28,808,514 |
6.44% |
- |
0.00% |
28,808,514 |
6.44% |
Fondo de Pensiones Obligatorias Protección |
20,346,048 |
4.55% |
- |
0.00% |
20,346,048 |
4.55% |
Oppenheimer Developing Markets Fund |
15,671,455 |
3.50% |
- |
0.00% |
15,671,455 |
3.50% |
EXITO ADR Program |
13,547,822 |
3.03% |
- |
0.00% |
13,547,822 |
3.03% |
Bergsaar B.V. |
12,130,244 |
2.71% |
- |
0.00% |
12,130,244 |
2.71% |
Fondo de Pensiones Obligatorias Colfondos Moderado |
7,887,704 |
1.76% |
- |
0.00% |
7,887,704 |
1.76% |
Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume |
7,558,552 |
1.69% |
- |
0.00% |
7,558,552 |
1.69% |
Colombiana de Comercio S.A. |
5,872,564 |
1.31% |
- |
0.00% |
5,872,564 |
1.31% |
Inversiones Pinamar S.A. |
4,931,735 |
1.10% |
- |
0.00% |
4,931,735 |
1.10% |
Moreno Barbosa Jaime |
4,250,000 |
0.95% |
- |
0.00% |
4,250,000 |
0.95% |
Fondo Bursatil Ishares COLCAP |
4,044,991 |
0.90% |
- |
0.00% |
4,044,991 |
0.90% |
Vanguard Emerging Markerts Stock Index Fund |
3,497,983 |
0.78% |
- |
0.00% |
3,497,983 |
0.78% |
Platinu7M International Brands Fund |
3,323,481 |
0.74% |
- |
0.00% |
3,323,481 |
0.74% |
Nat. Westminster Bank Plc As Depo For 1St Ste Glob |
3,314,440 |
0.74% |
- |
0.00% |
3,314,440 |
0.74% |
Fondo De Pensiones Obligatorias Skandia S.A. |
3,180,207 |
0.71% |
- |
0.00% |
3,180,207 |
0.71% |
Vanguard Total International Stock Index Fund |
2,357,149 |
0.53% |
- |
0.00% |
2,357,149 |
0.53% |
Fondo Bursatil Horizons Colombia Select De S&P |
1,717,971 |
0.38% |
- |
0.00% |
1,717,971 |
0.38% |
Lloyd George Invetment Company Plc |
1,460,921 |
0.33% |
- |
0.00% |
1,460,921 |
0.33% |
Others Shareholders |
68,287,315 |
15.26% |
- |
0.00% |
68,287,315 |
15.26% |
TOTAL |
447,604,316 |
100.00% |
- |
0.00% |
447,604,316 |
100.00% |
95
Companhia Brasileira de Distribuição
Notes to the interim financial information
March 31, 2016
(In millions of Brazilian reais, unless otherwise stated)
Other information deemed as relevant by the Company.
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES |
Shareholding at 3/31/2016 | |||||
Shareholder |
Common Shares |
Preferred Shares | ||||
Number |
% |
Number |
% |
Number |
% | |
Controlling parties |
99,619,230 |
99.94% |
9,887,819 |
5.96% |
109,507,049 |
41.21% |
|
||||||
Management |
||||||
Board of Directors |
- |
0.00% |
3 |
0.00% |
3 |
0.00% |
Board of Executive Officers |
- |
0.00% |
27,011 |
0.02% |
27,011 |
0.01% |
|
||||||
Treasury Shares |
- |
0.00% |
232,586 |
0.14% |
232,586 |
0.09% |
|
||||||
Other Shareholders |
60,621 |
0.06% |
155,884,700 |
93.89% |
155,945,321 |
58.69% |
|
||||||
Total |
99,679,851 |
100.00% |
166,032,119 |
100.00% |
265,711,970 |
100.00% |
|
||||||
Outstanding Shares |
99,679,851 |
100.00% |
165,799,533 |
99.86% |
265,479,384 |
99.91% |
Shareholding at 12/31/2015 | ||||||
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES | ||||||
Shareholder |
Common Shares |
Preferred Shares |
||||
Number |
% |
Number |
% |
Number |
% | |
Controlling parties |
99,619,230 |
99.94% |
9,887,819 |
5.97% |
109,507,049 |
41.27% |
|
||||||
Management |
||||||
Board of Directors |
- |
0.00% |
2 |
0.00% |
2 |
0.00% |
Board of Executive Officers |
- |
0.00% |
17,440 |
0.01% |
17,440 |
0.01% |
|
||||||
Treasury Shares |
- |
0.00% |
232,586 |
0.14% |
232,586 |
0.09% |
|
||||||
Other Shareholders |
60,621 |
0.06% |
155,497,502 |
93.88% |
155,558,123 |
58.63% |
|
||||||
Total |
99,679,851 |
100.00% |
165,635,249 |
100.00% |
265,315,100 |
100.00% |
|
||||||
Outstanding Shares |
99,679,851 |
100.00% |
165,402,663 |
99.86% |
265,082,514 |
99.91% |
96
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: May 11, 2016 | By: /s/ Ronaldo Iabrudi Name: Ronaldo Iabrudi Title: Chief Executive Officer | |
By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.