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 August, 2006
Brazilian
Distribution Company
(Translation of
Registrants Name Into English)
Av. Brigadeiro Luiz Antonio,
3126 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
FEDERAL GOVERNMENT SERVICE | Unaudited |
BRAZILIAN SECURITIES COMMISSION (CVM) | Corporation |
QUARTERLY FINANCIAL INFORMATION (ITR) | Legislation |
COMMERCIAL, INDUSTRIAL AND OTHER | June 30, 2006 |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN APPRECIATION ON THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 IDENTIFICATION
1 CVM CODE 01482-6 |
2 COMPANY NAME COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
3 - Brazilian Revenue Service Registry of Legal Entities CNPJ 47.508.411/0001-56 |
4 Registration Number NIRE 35900089901 |
01.02 - HEAD OFFICE
1 FULL ADDRESS Avenida Brigadeiro Luís Antônio, 3142 |
2 - SUBURB OR DISTRICT Jardim Paulista |
|||
3 ZIP CODE 01402-000 |
4 MUNICIPALITY SÃO PAULO |
5 STATE SP |
||
6 AREA CODE 011 |
7 TELEPHONE 3886-0533 |
8 TELEPHONE |
9 TELEPHONE |
10 TELEX |
11 AREA CODE 011 |
12 FAX 3884-7177 |
13 FAX |
14 - FAX |
|
15 E-MAIL cbd .ri@paodeacucar.com.br |
01.03 INVESTOR RELATIONS OFFICER (Company Mail Address)
1 NAME Daniela Sabbag |
2 - FULL ADDRESS Av. Brigadeiro Luís Antônio, 3142 |
|||
3 SUBURB OR DISTRICT Jardim Paulista |
4 - ZIP CODE 01402-000 |
5 MUNICIPALITY SÃO PAULO |
6 STATE SP |
|
7 AREA CODE 011 |
8 TELEPHONE 3886-0421 |
9 TELEPHONE |
10 - TELEPHONE |
11 TELEX |
12 - AREA CODE 011 |
13 FAX 3884-2677 |
14 FAX | 15 - FAX | |
16 - E-MAIL cbd.ri@paodeacucar.com.br |
01.04 GENERAL INFORMATION / INDEPENDENT ACCOUNTANT
CURRENT YEAR | CURRENT QUARTER | PRIOR QUARTER | |||||
1-BEGINNING | 2-END | 3-QUARTER | 4-BEGINNING | 5-END | 6-QUARTER | 7-BEGINNING | 8-END |
1/1/2006 | 12/31/2006 | 2 | 4/1/2006 | 6/30/2006 | 1 | 1/1/2006 | 3/31/2006 |
9 - AUDITOR Ernst & Young Auditores Independentes S/S |
10-CVM CODE 00471-5 |
||||||
11-NAME OF RESPONSIBLE PARTNER Sergio Ricardo Romani |
12-INDIVIDUAL TAXPAYERS' REGISTRATION - CPF 728.647.617-34 |
1
01.05 CAPITAL COMPOSITION
Number of shares (THOUSAND) |
Current Quarter 6/30/2006 |
Prior quarter 3/31/2006 |
Same quarter in prior year 6/30/2005 |
Subscribed Capital | |||
1 Common | 49,839,926 | 49,839,926 | 49,839,926 |
2 Preferred | 63,931,453 | 63,827,990 | 63,682,313 |
3 Total | 113,771,379 | 113,667,916 | 113,522,239 |
Treasury Stock | |||
4 Common | 0 | 0 | 0 |
5 Preferred | 0 | 0 | 0 |
6 Total | 0 | 0 | 0 |
01.06 CHARACTERISTICS OF THE COMPANY
1 - TYPE OF COMPANY Commercial, industrial and others |
2 - SITUATION Operating |
3 - SHARE CONTROL NATURE Private national |
4 - ACTIVITY CODE 1190 Supermarkets |
5 MAIN ACTIVITY Retail Trade |
6 - CONSOLIDATION TYPE Partial |
7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANTS Unqualified |
01.07 COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 CNPJ | 3 NAME |
01 | 06.048.737/0001-60 | NOVA SAPER PARTICIPAÇÕES LTDA |
02 | 04.565.015/0001-58 | P.A PUBLICIDADE LTDA. |
01.08 DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 ITEM | 2 EVENT | 3 - DATE APPROVED | 4 YIELD | 5 - DATE OF PAYMENT | 6 - TYPE OF | 7 YIELD PER |
1 | Board Meeting | 4/27/2006 | Dividends | 6/23/2006 | ON | 0.0005168900 |
2 | Board Meeting | 4/27/2006 | Dividends | 6/23/2006 | PN | 0.0005685700 |
2
01.09 SUBSCRIBED CAPITAL AND ALTERATIONS IN CURRENT YEAR
1 ITEM | 2 CHANGE DATE | 3 - CAPITAL (IN THOUSANDS OF REAIS) |
4 - CHANGE AMOUNT (IN THOUSANDS OF REAIS) |
5 - CHANGE NATURE | 7 - NUMBER OF SHARES ISSUED (THOUSAND) |
8 - SHARE PRICE ON SSUE DATE (IN REAIS) |
01 | 4/07/2006 | 3,687,360 | 7,120 | Stock option subscription | 101,400 | 0.0702200000 |
02 | 4/27/2006 | 3,954,537 | 267,177 | Profit reserve | 0 | 0.0000000000 |
03 | 609/2006 | 3,954,629 | 92 | Stock option subscription | 2,063 | 0.0442400000 |
01.10 INVESTOR RELATIONS OFFICER
1 DATE 8/08/2006 |
2 SIGNATURE |
3
02.01 - Balance Sheet - Assets (Thousands of reais)
1 CODE | 2 Description | 3 6/30/2006 | 4 - 3/31/2006 |
1 | Total assets | 8,303,676 | 8,537,979 |
1.01 | Current assets | 2,290,488 | 2,478,767 |
1.01.01 | Cash and cash equiivalents | 533,903 | 756,931 |
1.01.01.01 | Cash and banks | 43,393 | 41,249 |
1.01.01.02 | Financial investments | 490,510 | 715,682 |
1.01.02 | Receivables | 853,707 | 835,433 |
1.01.02.01 | Trade accounts receivable | 374,261 | 359,779 |
1.01.02.02 | Advances to suppliers and employees | 37,951 | 37,995 |
1.01.02.03 | Taxes recoverable | 332,186 | 346,727 |
1.01.02.04 | Deferred income tax | 77,728 | 69,171 |
1.01.02.05 | Other receivables | 31,581 | 21,761 |
1.01.03 | Inventories | 865,644 | 834,393 |
1.01.04 | Other | 37,234 | 52,010 |
1.01.04.01 | Prepaid expenses | 37,234 | 52,010 |
1.02 | Noncurrent assets | 1,102,984 | 1,194,498 |
1.02.01 | Sundry receivables | 406,493 | 456,202 |
1.02.01.01 | Receivables securitization fund | 150,348 | 194,068 |
1.02.01.02 | Deferred income tax | 35,096 | 37,588 |
1.02.01.03 | Judicial deposits | 203,910 | 198,988 |
1.02.01.04 | Other accounts receivable | 16,298 | 24,119 |
1.02.01.05 | Prepaid expenses | 841 | 1,439 |
1.02.02 | Receivables from related companies | 696,491 | 738,296 |
1.02.02.01 | Associated companies | 0 | 0 |
1.02.02.02 | Subsidiary companies | 696,491 | 738,296 |
1.02.02.02.01 | Relates parties checking account | 696,491 | 738,296 |
1.02.02.03 | Other related companies | 0 | 0 |
1.02.03 | Other | 0 | 0 |
1.03 | Permanent assets | 4,910,204 | 4,864,714 |
1.03.01 | Investments | 1,256,095 | 1,264,147 |
1.03.01.01 | Associated companies | 0 | 0 |
1.03.01.02 | Subsidiary companies | 1,256,095 | 1,264,147 |
1.03.01.03 | Other investments | 0 | 0 |
1.03.02 | Property and equipment | 3,249,854 | 3,180,992 |
1.03.03 | Deferred charges | 404,255 | 419,575 |
4
02.02 - Balance Sheet - Liabilities (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2006 | 4 3/31/2006 |
2 | Total liabilities and shareholders' equity | 8,303,676 | 8,537,979 |
2.01 | Current liabilities | 1,868,367 | 2,120,013 |
2.01.01 | Loans and financing | 400,594 | 545,138 |
2.01.02 | Debentures | 15,066 | 0 |
2.01.03 | Suppliers | 988,972 | 1,037,133 |
2.01.04 | Taxes, charges and contributions | 70,132 | 70,795 |
2.01.04.01 | Taxes on sales | 759 | 395 |
2.01.04.02 | Tax installments | 47,931 | 47,129 |
2.01.04.03 | Provision for income tax | 21,442 | 23,271 |
2.01.05 | Dividends payable | 0 | 62,053 |
2.01.06 | Provisions | 53,237 | 51,984 |
2.01.06.01 | Provision for net capital deficiency | 53,237 | 51,984 |
2.01.07 | Payables to related companies | 5,093 | 31,451 |
2.01.07.01 | Related parties checking account | 5,093 | 31,451 |
2.01.08 | Other liabilities | 335,273 | 321,459 |
2.01.08.01 | Salaries and related contributions | 135,348 | 114,033 |
2.01.08.02 | Public services | 5,011 | 4,745 |
2.01.08.03 | Rents | 23,205 | 23,602 |
2.01.08.04 | Advertising | 5,600 | 2,463 |
2.01.08.05 | Insurance | 1,891 | 2,285 |
2.01.08.06 | Purchase of assets | 60,568 | 54,062 |
2.01.08.07 | Other accounts payable | 103,650 | 120,269 |
2.02 | Noncurrent liabilities | 2,074,553 | 2,105,423 |
2.02.01 | Loans and financing | 301,765 | 364,874 |
2.02.02 | Debentures | 401,490 | 401,490 |
2.02.03 | Provisions | 0 | 0 |
2.02.04 | Payables to related companies | 0 | 0 |
2.02.05 | Other liabilities | 1,371,298 | 1,339,059 |
2.02.05.01 | Provision for contingencies | 1,083,892 | 1,044,609 |
2.02.05.02 | Tax installments | 287,406 | 294,450 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 4,360,756 | 4,312,543 |
2.05.01 | Paid-up capital | 3,954,629 | 3,680,240 |
2.05.02 | Capital reserves | 0 | 0 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiary/associated companies | 0 | 0 |
2.05.04 | Revenue reserves | 406,127 | 632,303 |
2.05.04.01 | Legal | 118,797 | 118,797 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retention of profits | 119,788 | 273,046 |
2.05.04.06 | Special for undistributed dividends | 0 | 0 |
2.05.04.07 | Other | 167,542 | 240,460 |
2.05.04.07.01 | Reserve for expansion | 167,542 | 240,460 |
2.05.05 | Retained earnings/accumulated deficit | 0 | 0 |
5
03.01 - STATEMENT OF INCOME FOR THE QUARTER (Thousands of reais)
1 CODE | 2 DESCRIPTION | 3 4/1/2006 to 6/30/2006 | 4 1/1/2006 to 6/30/2006 | 5 4/1/2005 to 6/30/2005 | 6 1/1/2005 to 6/30/2005 |
3.01 | Gross sales and/or services | 2,861,920 | 5,656,470 | 2,666,917 | 5,455,386 |
3.02 | Deductions | (487,269) | (948,626) | (465,122) | (962,427) |
3.03 | Net sales and/or services | 2,374,651 | 4,707,844 | 2,201,795 | 4,492,959 |
3.04 | Cost of sales and/or services rendered | (1,667,935) | (3,299,818) | (1,539,896) | (3,183,835) |
3.05 | Gross profit | 706,716 | 1,408,026 | 661,899 | 1,309,124 |
3.06 | Operating (expenses) income | (649,405) | (1,275,208) | (572,010) | (1,142,236) |
3.06.01 | Selling | (420,897) | (836,239) | (364,325) | (728,176) |
3.06.02 | General and administrative | (74,597) | (146,060) | (71,400) | (146,627) |
3.06.03 | Financial | (39,571) | (87,316) | (36,184) | (75,996) |
3.06.03.01 | Financial income | 62,170 | 128,038 | 95,440 | 176,471 |
3.06.03.02 | Financial expenses | (101,741) | (215,354) | (131,624) | (252,467) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | (110,281) | (205,917) | (105,499) | (204,219) |
3.06.05.01 | Other taxes and charges | (11,496) | (21,716) | (9,296) | (17,783) |
3.06.05.02 | Depreciation and amortization | (97,534) | (185,980) | (95,843) | (187,519) |
3.06.05.03 | Gain (loss) on investment in subsidiary company | (1,251) | 1,779 | (360) | 1,083 |
3.06.06 | Equity in the results of subsidiary and associated companies | (4,059) | 324 | 5,398 | 12,782 |
3.07 | Operating profit | 57,311 | 132,818 | 89,889 | 166,888 |
3.08 | Nonoperating results | 824 | 8,110 | 4,829 | 2,671 |
3.08.01 | Revenue | 7,796 | 21,137 | 4,829 | 4,829 |
3.08.02 | Expenses | (6,972) | (13,027) | 0 | (2,158) |
3.09 | Income before taxation and profit sharing | 58,135 | 140,928 | 94,718 | 169,559 |
3.10 | Provision for income tax and social contribution | (19,903) | (43,174) | (34,593) | (53,561) |
3.11 | Deferred income tax | 5,769 | 9,418 | 7,537 | 9,402 |
3.12 | Statutory profit sharing and contributions | (3,000) | (6,000) | (3,500) | (3,500) |
3.12.01 | Profit sharing | (3,000) | (6,000) | (3,500) | (3,500) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on shareholders' equity | 0 | 0 | 0 | 0 |
3.15 | Net income/Loss for the period | 41,001 | 101,172 | 64,162 | 121,900 |
Number of shares, ex-treasury (in thousands) | 113,771,379 | 113,771,379 | 113,522,239 | 113,522,239 | |
Net income per share | 0.00036 | 0.00089 | 0.00057 | 0.00107 | |
Loss per share | 0 | 0 | 0 | 0 |
6
04.01 - Notes to the Quarterly Financial Information
(All amounts in thousands of reais, except when indicated)
1. Operations
Companhia Brasileira de Distribuição ("Company" or CBD) operates primarily as a retailer of food, clothing, home appliances and other products through its chain of hypermarkets, supermarkets, specialized and department stores principally under the trade names "Pão de Açúcar", "Extra", "ABC-Barateiro", "Comprebem", "Extra Eletro" and Sendas. At June 30, 2006, the Company had 536 stores in operation (554 stores at March 31, 2006), of which 381 are operated by the Parent Company, and the remaining by its subsidiaries, 6 of them being operated by the subsidiary Novasoc Comercial Ltda., ("Novasoc"), 46 by Sé Supermercados Ltda., ("Sé") and 103 stores by Sendas Distribuidora S.A. ("Sendas Distribuidora").
a) Sendas Distribuidora
Sendas Distribuidora operations began on February 1, 2004 through the Investment and Partnership Agreement, entered into in December 2003 with Sendas S.A. ("Sendas"). This subsidiary concentrates retailing activities of the Company and of Sendas in the entire state of Rio de Janeiro. The Company is performing a restructuring process, in order to increasing profitability through efficiency gains. Several measures were taken already in the fourth quarter of 2005 to reduce operating and corporate expenses, as well as a review of processes and systems. Decrease in operating expenses is a result of the review of processes that seek simplification and rationalization. Therefore, corporate expense decrease was based on scale gains supported by service centralization and sharing.
b) Partnership with Itaú
On July 27, 2004, a Memorandum of Understanding was signed between Banco Itaú Holding Financeira S.A. ("Itaú") and the Company with the objective of setting up Financeira Itaú CBD S.A. ("FIC"). FIC structures and trades financial products, services and related items to CBD customers and has effectively assumed the financing operations to the Companys clients and its subsidiaries since the third quarter of 2005, on an exclusive basis (see Note 9 (d)). The Company has 50% shareholding of the FIC capital through its subsidiary Miravalles Empreendimentos e ParticipaÇÕes S.A. ("Miravalles").
c) Casino joint venture agreement
On May 3, 2005, the Diniz Group and the Casino Group (headquartered in France) incorporated Vieri ParticipaÇÕes S.A. (Vieri), which became a parent company of CBD, whose control is shared by both group of shareholders.
7
1. Operations (Continued)
c) Casino joint venture agreement (Continued)
On June 22, 2005, the Groups entered into Shareholders Agreements of the Parent Company (Vieri) and CBD, which established that CBD control is exclusively exercised by Vieri.
2. Basis of Preparation and Presentation of the Quarterly Information
The quarterly information is a responsibility of the Companys management and was prepared in accordance with the accounting practices adopted in Brazil and with the procedures issued by the Brazilian Securities Commission (CVM) and by the Brazilian Institute of Independent Accountants (IBRACON).
As per Official Memorandum CVM/SNC/SEP 01/2006, the Company reclassified the balances under the caption Redeemable PAFIDC quotas of interest to Loans and financing group of accounts, and additionally, the amounts derived from commercial agreements in the financial statements at December 31, 2005 were reclassified from Other Receivables to Accounts Receivable.
The quarterly information includes the following supplementary information that management considers significant to the market (See Note 22):
Attachment I Statement of Cash Flows prepared based on the indirect method, as from accounting records, in accordance with IBRACON standards.
Attachment II Statement of Added Value prepared in accordance with the Brazilian Accounting Standards, supplemented by CVM guidance and recommendations.
Significant accounting practices and consolidation criteria adopted by the Company are shown below:
a) Accounting estimates
Certain assets, liabilities, revenues and expenses are determined on the basis of estimates when preparing the quarterly information. Accordingly, the quarterly information of the Company and the consolidated quarterly information include various estimates, among which are those relating to calculation of allowance for doubtful accounts, depreciation and amortization, asset valuation allowance, realization of deferred taxes, contingencies and other estimates. Actual results may differ from those estimated.
b) Revenues and expenses
Sales are recognized as customers receive the goods. Financial income arising from credit sales is accrued over the credit term. Expenses and costs are recognized on the accruals basis. Volume bonuses and discounts received from suppliers in the form of product are recorded as zero-cost additions to inventories and the benefit recognized as the product is sold. Cost of sales includes warehousing and handling costs.
8
2. Basis of Preparation and Presentation of the Quarterly Information (Continued)
c) Accounts receivable
Accounts receivable are stated at estimated realizable values. An allowance for doubtful accounts is provided in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts.
Customer credit financing is generally for a term of up to 24 months. Interest is recorded and allocated as financial income during the financing period.
The Company securitizes its accounts receivable with a partially owned special purpose entity, the PAFIDC.
d) Inventories
Inventories are carried at the lower of cost or market value. The cost of inventories purchased directly by the stores is based on the last purchase price, which approximates the First In, First Out (FIFO) method. The cost of inventories purchased through the warehouse is recorded at average cost, including warehousing and handling costs.
e) Other current and noncurrent assets
Other assets and receivables are stated at cost, including, when applicable, contractual indexation accruals, net of allowances to reflect realizable amounts, if necessary.
f) Investments
Investments in subsidiaries are accounted for by the equity method, and provision for capital deficiency is recorded, when applicable. Other investments are recorded at acquisition cost.
g) Property and equipment
These assets are shown at acquisition or construction cost, monetarily restated until December 31, 1995, less the related accumulated depreciation, calculated on a straight-line basis at the rates mentioned in Note 10, which take into account the economic useful lives of the assets or the leasing term, whichever is shorter.
Beginning 2005, the Company, following the NBC T 19.5 recommendations, started to account for the amortization of leasehold improvements based on the respective lease contract time limits.
Interest and financial charges on loans and financing obtained from third parties directly or indirectly attributable to the process of purchase, construction and operating expansion, are capitalized during the construction and refurbishment of the Companys stores in conformity with CVM Deliberation 193. The capitalized interest and financial charges are appropriated to results over the depreciation periods of the corresponding assets.
9
2. Basis of Preparation and Presentation of the Quarterly Information (Continued)
g) Property and equipment (Continued)
Expenditures for repairs and maintenance that do not significantly extend the useful lives of related asset are charged to expense as incurred. Expenditures that significantly extend the useful lives of existing facilities and equipment are capitalized.
h) Deferred charges
Deferred charges include goodwill paid on the acquisition of investments already added and pre-operating expenses. Goodwill is supported by reports issued by independent experts, based on the expectation of future profitability, and is amortized in accordance with estimated profitability of the acquired businesses over a maximum period of ten years.
Pre-operating expenses are amortized in accordance with the terms described in Note 11 (b).
i) Other current and noncurrent liabilities
These liabilities are stated at known or estimated amounts including, when applicable, accrued charges and interest or foreign exchange variations.
j) Derivative financial instruments
The Company uses derivative financial instruments to reduce its exposure to market risk resulting from fluctuations in interest and foreign currency exchange rates. In the case of asset instruments, these are accounted for at the lower of cost or market value, whichever is the shorter.
k) Income and social contribution taxes
Deferred income and social contribution taxes (subsidiaries) are calculated on tax losses, negative basis of social contribution and timely differences to taxable income. Management expects the realization of deferred tax credit assets over the next 10 years.
l) Provision for contingencies
Provision for contingencies is set up based on legal counsel opinions, in amounts considered sufficient to cover losses and risks considered probable.
As per CVM Ruling 489/05, the Company adopted the concepts established in NPC 22 on Provisions, Liabilities, Gains and Losses on Contingencies when setting up provisions and disclosures on matters regarding litigation and contingencies as per Note 14..
10
2. Basis of Preparation and Presentation of the Quarterly Information (Continued)
m) Earnings per share
The calculation was made based on the number of outstanding shares at the balance sheet date and as if net income of the period were distributed in its entirety. Earnings may be distributed or used for capital increase purposes, consequently there is no guarantee that they will be paid as dividends.
n) Consolidated quarterly information
The consolidated quarterly information was prepared in conformity with the consolidation principles prescribed by the Brazilian corporate law and CVM Ruling 247, and include the financial statements of the Company and its subsidiaries Novasoc, Sé, Sendas Distribuidora, PAFIDC, Versalhes Comércio de Produtos Eletrônicos Ltda. (Versalhes), Auto Posto Sigua Ltda. ("Sigua") and Auto Posto MFP Ltda. ("MFP").
Although the Companys interest in Novasoc is represented by 10% of Novasocs quotas of interest, Novasoc is included in the consolidated financial statements as the Company effectively has control over a 99.98% beneficial interest in Novasoc. The other members have no effective veto or other participating or protective rights. Under the bylaws of Novasoc, the appropriation of its net income need not be proportional to the quotas of interest held in the company. At the shareholders meeting on December 29, 2000 it was agreed that the Company would participate in 99.98% of Novasocs results.
The subsidiary Sendas Distribuidora was fully consolidated, in accordance with the shareholders agreement, which establishes the operating and administrative management by the Company, in addition to its right to appoint and remove executive officers. At June 30, 2006, equity results consider a shareholding of 42.57% of total capital.
Under CVM Ruling 247/96, the financial information of the subsidiaries Nova Saper ParticipaÇÕes Ltda. ("Nova Saper") and P.A. Publicidade Ltda. ("P.A. Publicidade") was not consolidated into the Companys financial statements, since it does not represent any significant change to the consolidated economic unit.
The proportional investment of the Parent Company in the income of the investee and the balances payable and receivable, revenues and expenses and the unrealized profit originated in transactions between the consolidated companies were eliminated in the consolidated financial statements.
3. Marketable Securities
The marketable securities at June 30, 2006 and March 31, 2006 earn interest mainly at the Interbank Deposit Certificate (CDI) rate.
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4. Trade Accounts Receivable
a) Breakdown
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Current | ||||||||
Resulting from sales through: |
||||||||
Credit card | 96,118 | 111,062 | 133,266 | 145,661 | ||||
Customer credit financing | 448 | 1,663 | 508 | 1,867 | ||||
Sales vouchers and others | 9,533 | 81 | 15,952 | 7,832 | ||||
Credit sales with post-dated checks | 5,325 | 11,468 | 8,885 | 16,691 | ||||
Accounts receivable - subisidiaries | 94,664 | 90,161 | - | - | ||||
Allowance for doubtful accounts | (4,862) | (1,672) | (5,696) | (2,223) | ||||
Resulting from Commercial Agreements | 173,035 | 147,016 | 204,345 | 171,598 | ||||
374,261 | 359,779 | 357,260 | 341,426 | |||||
Accounts receivable - Securitization Fund | - | - | 722,034 | 757,396 | ||||
Allowance for doubtful accounts | - | - | (11) | (94) | ||||
- | - | 722,023 | 757,302 | |||||
374,261 | 359,779 | 1,079,283 | 1,098,728 | |||||
Noncurrent | ||||||||
Resulting from sales through: | ||||||||
Customer credit financings and others | 16,298 | 24,119 | 16,298 | 24,119 | ||||
Accounts receivable - Paes Mendonça | - | - | 309,842 | 299,359 | ||||
16,298 | 24,119 | 326,140 | 323,478 | |||||
Customer credit financing accrues monthly fixed interest from 3.99% to 4.49% per month (from 3.99% up to 4.49% per month at March 31, 2006), and with payment terms of up to 24 months. Credit card sales related to sales settled by customers with third party credit cards and are normally receivable from the credit card companies in the same number of installments as the customer pays the credit card company, not to exceed 12 months. Sales settled with post-dated checks accrue interest of up to 6.5% per month (6.5% per month at March 31, 2006) for settlement in up to 60 days. Credit sales are recorded net of unearned interest income.
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4. Trade Accounts Receivable (Continued)
a) Breakdown (Continued)
Since 2004, the Company has been transferring credit rights to PAFIDC represented by customer credit financing, credit sales with post-dated check and credit card company receivables totaling R$ 1,789,527 at June 30, 2006 (R$ 1,910,558 at March 31, 2006), in which it retained servicing responsibilities and subordinated interests. For the quarter ended June 30, 2006, securitization costs of such receivables amounted to R$ 28,336 (R$ 30,259 at March 31, 2006), recognized as financial expenses. Servicing responsibilities, which are not remunerated, include the assistance by the Companys collection department to the funds administrator in the collection of delinquent credits.
The outstanding balance of these receivables at June 30, 2006 was R$ 722,023 (R$ 757,302 at March 31, 2006), net of allowance for doubtful accounts.
Accounts receivable from subsidiaries (Novasoc, Sé, Sendas Distribuidora, Versalhes, Sigua and MFP) relate to sales of merchandise by the Company, to supply the subsidiaries stores. Sales of merchandise by the Companys warehouses to subsidiaries were substantially carried out at cost.
b) Accounts receivable Paes Mendonça
In May 1999, the Company leased 25 stores from Paes Mendonça S.A. ("Paes Mendonça"), a retail chain, through its subsidiary, Novasoc. At June 30, 2006, 16 stores were leased pursuant to this agreement and subsequent contract amendments. The operating lease annual rental payments amounted to R$ 2,276 in the quarter (R$ 2,354 at March 31, 2006), including an additional contingent rent based on 0.5% to 2.5% of store revenues.
Accounts receivable - Paes Mendonça - relate to accounts receivable for the payment of liabilities by the subsidiary Novasoc. Pursuant to contractual provisions, these accounts receivable are monetarily restated and guaranteed by Commercial Rights of certain stores currently operated by CBD. Maturity of accounts receivable is linked to lease agreements, mentioned in Note 9 (b) (i).
c) Accounts receivable under commercial agreements
Accounts receivable under commercial agreements result from current sales transactions carried out between the Company and its suppliers.
13
4. Trade Accounts Receivable (Continued)
d) Allowance for doubtful accounts
The allowance for doubtful accounts is based on average actual losses in previous periods complemented by management's estimate of probable future losses on outstanding receivables:
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Resulting from: | ||||||||
Customer credit financing | (153) | (480) | (175) | (517) | ||||
Installments sales with post-dated checks | (130) | (101) | (161) | (148) | ||||
Sales to corporate entities | (4,002) | (527) | (4,783) | (994) | ||||
Multicheck | (577) | (564) | (577) | (564) | ||||
(4,862) | (1,672) | (5,696) | (2,223) | |||||
Accounts receivable PAFIDC | - | - | (11) | (94) | ||||
(4,862) | (1,672) | (5,707) | (2,317) | |||||
The basic policies for establishing this allowance are as follows:
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5. Inventories
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Stores | 518,215 | 546,710 | 721,347 | 783,950 | ||||
Warehouses | 347,429 | 287,683 | 408,184 | 349,404 | ||||
865,644 | 834,393 | 1,129,531 | 1,133,354 | |||||
6. Recoverable Taxes
The balances of taxes recoverable at June 30, 2006 and March 31, 2006 refer basically to credits from IRRF (Withholding Income Tax), PIS and COFINS (Social Contribution Taxes on Gross Revenue) and ICMS (State Value-Added Tax) recoverable:
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Income tax and tax on sales | 331,232 | 338,439 | 460,021 | 464,532 | ||||
Other | 954 | 8,288 | 954 | 8,288 | ||||
332,186 | 346,727 | 460,975 | 472,820 | |||||
7. Receivables Securitization Fund - PAFIDC
The Company subscribed R$ 100,000 in October 2003 and R$ 29,960 in July 2004, in subordinated quotas of Pão de Açúcar Fundo de Investimentos em Direitos Creditórios ("PAFIDC"), a special purpose receivables securitization fund.
PAFIDC is a receivables securitization fund formed in compliance with CVM Rulings 356 and 393 for the purpose of acquiring trade receivables of the Company and its subsidiaries, arising from sales of products and services to their customers through use of credit cards, post-dated checks, sales vouchers and installment purchase booklets.
PAFIDC has a predetermined duration of five years renewable for one additional five-year period, beginning in October 2003. The capital structure of the fund is composed of 80.6% senior quotas held by third parties and 19.4% subordinated quotas held by the Company.
15
7. Receivables Securitization Fund - PAFIDC (Continued)
The net assets of PAFIDC at June 30, 2006 and March 31, 2006 are summarized as follows:
6.30.2006 | 3.31.2006 | |||
Assets | ||||
Available funds | 138,373 | 206,485 | ||
Accounts receivable | 722,034 | 757,396 | ||
Allowance for doubtful accounts | (11) | (94) | ||
Total assets | 860,396 | 963,787 | ||
Liabilities and shareholders´equity | ||||
Accounts payable | 2,932 | 241 | ||
Shareholders´ equity (*) | 857,464 | 963,546 | ||
Total liabilities and shareholders´equity | 860,396 | 963,787 | ||
(*) includes mandatory redeemable quotas of interest in the amount of R$ 686,030 (R$ 769,478 at March 31, 2006).
As estimated in the fund regulations, the series B senior quotaholders amortized, at June 23, 2006, R$ 111,628. At June 23, 2007, the principal amount of R$ 71,700 will be amortized, restated by reference yield and the quotaholders may redeem the remaining balance at the end of the funds term. The series A quotaholders will redeem their quotas only at the end of the funds term.
Subordinated quotas allotted to the Company are recorded in noncurrent assets in Receivables securitization fund, which balance, at June 30, 2006, was R$ 150,348 and R$ 171,434 in the Consolidated (R$ 194,068 at March 31, 2006). The retained interest in subordinated quotas represents the maximum exposure to loss under the securitization transactions. At June 23, 2006, the amounts of R$ 28,242 was amortized by CBD and R$ 32,507 in the Consolidated. These amounts, in compliance with the fund regulations, are related to the yield exceeding the benchmark defined, attributable to the subordinated quotas.
Subordinated quotas were issued in a single series, are non-transferable and registered. The Company will redeem the remaining subordinated quotas only after the redemption of senior quotas or at the end of the funds term. Once the senior quotas have been remunerated, the subordinated quotas receive the balance of the funds net assets after absorbing any default on the credit rights transferred to the fund and any losses attributed to the fund. Their redemption value is subject to credit, prepayment, and interest rate risks on the transferred financial assets.
16
7. Receivables Securitization Fund - PAFIDC (Continued)
The holders of senior quotas have no recourse against the other assets of the Company in the event customers default on the amounts due. As defined in the agreement between the Company and PAFIDC, the transfer of credit rights is irrevocable, non-retroactive and the transfer is definitive and not enforceable against the Company.
The assignors will assign and transfer receivables to the PAFIDC over a period of five years, renewable for a further period of five years.
The Fund financial statements for the quarters ended June 30, 2006 and March 31, 2006 were audited by other independent auditors, who issued an unqualified report on the special review and are consolidated into the Companys financial statements. At June 30, 2006, total assets and net income of said investee represented 8.3% and 9.8%, respectively, in relation to the Companys consolidated financial statements (9.0% and 13.3%, respectively at March, 31, 2006).
8. Balances and Transactions with Related Parties
Balances | ||||||||
Accounts receivable (payable) | Trade commissions | Intercompany | Proposed dividends |
|||||
Company | receivable (payable) | receivable (payable) | ||||||
Pão de Açúcar Industria e Comércio S.A. | (354) | - | - | - | ||||
Sendas S.A. | - | - | 17,183 | - | ||||
Novasoc | 19,794 | (5,093) | - | - | ||||
Sé | 34,740 | 525,684 | - | - | ||||
Sendas Distribuidora | 32,716 | (327,162) | 463,619 | - | ||||
Versalhes | (102,171) | 9,554 | - | - | ||||
Sigua | 367 | |||||||
MFP | 838 | |||||||
FIC | (10,817) | - | - | - | ||||
Others | - | 6,408 | - | - | ||||
Balances at 6.30.2006 | (26,092) | 210,596 | 480,802 | - | ||||
Balances at 3.31.2006 | 10,984 | 244,026 | 462,819 | (32,615) | ||||
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Transactions during the quarter ended June 30, 2006 | ||||||||
Services rendered and | Net financial | |||||||
Company | rents | Net sales (purchases) | income | Dividend paid | ||||
Pão de Açúcar Industria e Comércio S.A. | (2,160) | - | - | - | ||||
Casino Guichard Perrachon ("Casino") | (3,274) | - | - | 8,572 | ||||
Península ParticipaÇÕes Ltda. ("Península") | - | - | - | 1,458 | ||||
Vieri | - | - | - | 16,902 | ||||
Onix 2006 ParticipaÇÕes Ltda. ("ONIX") | - | - | - | 3,561 | ||||
Rio Plate Empreendimentos e ParticipaÇÕes Ltda. ("Rio Plate") | - | - | - | 1,272 | ||||
Fundo de Invest.Imob.Península | (53,986) | - | - | - | ||||
Novasoc | 3,535 | 87,674 | - | - | ||||
Sé | 7,834 | 202,367 | - | - | ||||
CIPAL | 576 | 21,598 | - | - | ||||
Sendas Distribuidora | 55,552 | 109,572 | 19,531 | - | ||||
Versalhes | - | (207,216) | - | - | ||||
Others | (7,842) | - | - | 850 | ||||
Balance at 6.30.2006 | 235 | 213,995 | 19,531 | 32,615 | ||||
Balance at 3.31.2006 | 439 | 622,671 | 10,355 | - | ||||
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8. Balances and Transactions with Related Parties (Continued)
Accounts receivable and sale of goods relate to the supply of stores, mainly of Novasoc, Sé and Sendas Distribuidora, by the Company's warehouse and were made substantially at cost; the remaining transactions with related parties are carried out at usual market prices and conditions. The trade commission contracts with related parties are subject to an administration fee.
In addition to the transactions shown in the above table, during the quarter ended June 30, 2006, the following related-party transactions were carried out:
(i) Leases
CBD leases 21 properties from the Diniz family. For the quarter ended June 30, 2006, payments under such leases totaled R$ 3,807 (R$ 3,867 at March 31, 2006).
Sendas Distribuidora leases 57 properties from the Sendas family and 7 properties from CBD. For the quarter ended June 30, 2006, the total lease payments amounted to R$ 7,248 and R$ 1,223, respectively (R$ 8,176 and R$ 1,330, respectively, at March 31, 2006). In September 2005, R$10,509 was advanced to Sendas S.A. regarding the lease of 7 stores, which has been paid in 37 installments. At June 30, 2006 the balance receivable corresponded to R$ 8,496 (R$ 9,225 at March 31, 2006).
The leases were taken out under terms similar to those that would have been established had they been taken out with non-related parties.
(ii) Fundo de Investimento Imobiliário Península leases
On October 3, 2005, final agreements were entered into referring to sale of 60 Company and subsidiary properties to a real estate fund named Fundo de Investimento Imobiliário Península. The properties sold were leased back to the Company for a twenty-year term, renewable for two further consecutive periods of ten years each. CBD was granted a long-term lease agreement for all properties that were part of this operation, in addition to periodic reviews of the minimum rent amounts. In addition, CBD has the right to exit individual stores before termination of the lease term, should it no longer be interested in maintaining such leases.
The total amount paid under these leases for the quarter ended June 30, 2006 was R$ 28,195 (R$ 27,490 at March 31, 2006), of which R$ 27,339 was paid by CBD (R$ 26.647 at March 31, 2006), R$ 742 (R$ 732 at March 31, 2006) paid by Novasoc and R$ 114 (R$ 111 at March 31, 2006) paid by Sé.
(iii) Right of use of the Goodlight brand
The Company paid the amount of R$ 57 for the quarter ended June 30, 2006 (R$ 57 at March 31, 2006) for the right of use of the Goodlight brand, owned by Diniz family.
(iv) Apportionment of corporate expenses
Central corporate costs are passed on to subsidiaries and affiliated companies by the amount effectively incurred with such services.
19
8. Balances and Transactions with Related Parties (Continued)
(v) Technical Assistance Agreement with Casino
In CBD Board of Directors meeting held on July 21, 2005, a Technical Assistance Agreement was signed with Casino, whereby, through the annual payment of US$ 2,727, Casino shall provide services to CBD related to technical assistance in the human resources, own brands, marketing and communication, global campaign and administrative assistance areas, among others. This agreement is effective for 7 years, with automatic renewal for an indeterminate term. This agreement was approved in the Extraordinary General Meeting held on August 16, 2005. For the quarter ended June 30, 2006, CBD paid R$ 1,641 (R$ 1,634 at March 31, 2006) in connection with the services provided for under such agreement.
9. Investments
a) Information on investments at June 30 and March 31, 2006
June 30, 2006 | ||||||||||
Holding (direct or indirect) - % |
Shareholders' equity (capital deficiency) | |||||||||
Shares/ quotas | Paid-in | Net income (loss) | ||||||||
of interest held | capital | for the half year | ||||||||
Novasoc | 1.000 | 10,00 | 10 | (51.534) | 3.058 | |||||
Sé | 1.133.990.699 | 91,92 | 1.233.671 | 1.195.636 | 181 | |||||
Sendas Distribuidora | 450.001.000 | 42,57 | 835.677 | 574.643 | (74.020) | |||||
Nova Saper | 36.362 | 99,99 | 0,4 | 100 | - | |||||
Versalhes | 10.000 | 90,00 | 10 | (1.892) | (1.421) | |||||
MFP | 14.999 | 99,99 | 15 | 86 | 71 | |||||
Sigua | 29.999 | 99,99 | 30 | (53) | (83) | |||||
Pa Publicidade | 9.999 | 99,99 | 10 | - | - |
20
9. Investments (Continued)
a) Information on investments at June 30, 2006 and March 31, 2006 (Continued)
March 31, 2006 | ||||||||||
Holding (direct or indirect) - % | Shareholders' equity (capital deficiency) | |||||||||
Shares/ quotas | Paid-in | Net income (loss) | ||||||||
of interest held | capital | for the quarter | ||||||||
Novasoc | 1,000 | 10.00 | 10 | (50,446) | 4,146 | |||||
Sé | 1,133,990,699 | 91.92 | 1,233,671 | 1,200,223 | 4,768 | |||||
Sendas Distribuidora | 450,001,000 | 42.57 | 835,677 | 620,827 | (27,836) | |||||
Nova Saper | 36,362 | 99.99 | 0.4 | 100 | - | |||||
Versalhes | 10,000 | 90.00 | 10 | (1,711) | (1,240) | |||||
Auto Posto MFP | 14,999 | 99.99 | 15 | 15 | - | |||||
Auto Posto Sigua | 29,999 | 99.99 | 30 | 30 | - |
21
9. Investments (Continued)
b) Change in investments
Parent Company | Consolidated | |||||||||||||||
Novasoc | Sé | Versalhes | Cipal | Nova Saper |
Other | Total | Total | |||||||||
Balances at December 31, 2005 | - | 1,258,464 | - | - | 2,044 | 2,605 | 1,263,113 | 227,632 | ||||||||
Additions | - | - | - | - | - | - | - | 8,500 | ||||||||
Equity results | 4,146 | 4,383 | (1,116) | - | - | - | 7,413 | (14,782) | ||||||||
Goodwill amortization | - | (3,149) | - | - | (26) | (174) | (3,349) | (3,399) | ||||||||
Transfer to provision | ||||||||||||||||
for capital deficiency | (4,146) | - | 1,116 | - | - | - | (3,030) | - | ||||||||
Balances at March 31, 2006 | - | 1,259,698 | - | - | 2,018 | 2,431 | 1,264,147 | 217,951 | ||||||||
Additions | - | - | - | - | - | 100 | 100 | 100 | ||||||||
Equity results | (1,088) | (4,217) | (163) | 170 | - | (12) | (5,310) | (12,150) | ||||||||
Goodwill amortization | - | (3,787) | - | - | (27) | (209) | (4,023) | (4,069) | ||||||||
Mergers and Acquisitions | - | - | - | 6,138 | - | 100 | 6,238 | (1,229) | ||||||||
Transfer to net assets | (5,079) | (5,079) | ||||||||||||||
Transfer to deferred charges | - | - | - | (1,229) | - | - | (1,229) | - | ||||||||
Transfer to provision | ||||||||||||||||
for capital deficiency | 1,088 | - | 163 | - | - | - | 1,251 | - | ||||||||
Balances at June 30, 2006 | - | 1,251,694 | - | - | 1,991 | 2,410 | 1,256,095 | 200,603 | ||||||||
(i) | Novasoc: Novasoc has, currently, 16 lease agreements with Paes Mendonça which mature in five years, and which may be extended twice for similar periods through notification to the leaseholder, with final maturity in 2014. During the term of the contract, the shareholders of Paes Mendonça cannot sell their shares without prior and express consent of Novasoc. Paes Mendonça is by contract fully and solely responsible for all and any tax, labor, social security, commercial and other liabilities. |
Under the articles of incorporation of Novasoc, the distribution of its net income need not be proportional to the holding of each shareholder in the capital of the company. As per members decision, the Company holds 99.98% of Novasocs results as from 2000. |
|
At June 30, 2006, the subsidiaries Novasoc and Versalhes recorded capital deficiency. However, because their operating continuity and future economic feasibility are assured by the parent company, the Company recorded R$ 53,237 (R$ 51,984 at March 31, 2006), under Provision for capital deficiency to recognize obligations to the creditors. |
|
(ii) | Sé Supermercados Sé holds a direct interest in Miravalles, corresponding to 50% of total capital. Investment at Miravalles indirectly represents investment at FIC (Note 9 (e)). The investment is recognized by the equity results method. |
22
9. Investments (Continued)
b) Change in investments (Continued)
Goodwill recorded in the acquisition of investments is supported by on appraisal reports of independent experts and is based principally on their expected future profitability and the appreciation of property and equipment, and is amortized based on the projected profitability of the stores acquired over a period of up to ten years. Upon acquisition of the companies, the portion related to expected future profitability was transferred to deferred charges (Note 11).
c) Merge investment
The Extraordinary General Meeting held on April 27, 2006 approved the merger of the subsidiary Companhia Pernambucana de Alimentação CIPAL, net assets of which on the date of the merger are summarized below:
Assets | Liabilities | |||||
Current Assets | 7.104 | Current Liabilities | 8.730 | |||
Noncurrent Assets | 6.379 | Noncurrent Liabilities | 7.315 | |||
Property and Equipment | 7.541 | Shareholders' Equity | 5.079 | |||
Investments | 100 | |||||
Total | 21.124 | Total | 21.124 | |||
d) Investment agreement CBD and Sendas
In February 2004, based on the Investment and Association Agreement, the companies CBD and Sendas S.A. constituted, by means of transfer of assets, rights and liabilities, a new company known as Sendas Distribuidora S.A., with the objective of operating in the retailing market in general, through the association of operating activities of both networks in the State of Rio de Janeiro. The indirect interest of CBD in Sendas Distribuidora at June 30, 2006 corresponded to 42.57% of total capital. It is incumbent upon CBD´s Board of Executive Officers to conduct the operating and administrative management of Sendas Distribuidora, in addition to its prevailing decision when electing or removing executive officers.
Pursuant to a shareholder agreement, Sendas S.A. may at any time after February 1, 2007 exercise the right to barter its paid-in shares or a portion thereof, for preferred shares of CBD. At June 30, 2006, Sendas S.A. held 42.57% shareholding in the total capital of Sendas Distribuidora, 23.65% of which already paid in and 18.92% not paid in yet.
Should Sendas S.A. exercise such right to barter, CBD will comply with the obligation, through one of the following:
i) Conduct the share barter trade for the Value of Transfer (*);
ii) Purchase the shares on which the barter rights have been exercised in cash, for the Value of Transfer (*);
23
iii) Adopt any corporate procedure (CBD capital increase, absorption of shares per article 252 of the Corporation Law, or any other);
(*) Value of Transfer will be the value of the paid-in shares (23.7% at June 30, 2006), which must the higher among the options below, limited to the CBD market value:
CBD Preferred shares owned by Sendas S.A., after exchange, may only be sold according to the following dates:
On September 16, 2005 the 2nd Amendment and Consolidation to the Sendas Distribuidora Shareholders Agreement was signed between Sendas S.A. and CBD and subsidiaries, by which the following was decided:
(i) CADE (Administrative Council for Economic Defense)
On March 5, 2004, Sendas Distribuidora shareholders entered into an Operation Reversibility Agreement related to the association between CBD and Sendas S.A. in the State of Rio de Janeiro, which establishes conditions to be observed until the final decision on the association process, such as the continuance, totally or partially, of the stores under Sendas Distribuidora responsibility, maintenance of the work posts in accordance with the average gross revenue by employee of the five largest supermarket chains, non-reduction of the term of current lease agreements, among others.
Shareholders are waiting for the conclusion of the process, however, based on the opinion of their legal advisors and on the normal procedural steps of the process, they believe that the association will be approved by the CADE.
24
9. Investments (Continued)
(i) CADE (Administrative Council for Economic Defense)(continued)
(ii) Capital subscription by the AIG Group
In order to reducing net indebtedness and strengthening the capital structure of the subsidiary Sendas Distribuidora, on November 30, 2004, its shareholders and investment funds of the AIG Group ("AIG") entered into an agreement through which AIG invested the amount of R$ 135,675 (equivalent to US$ 50 million) in Sendas Distribuidora, by means of subscription and payment of 157,082,802 Class B preferred shares, issued by Sendas Distribuidora, representing 14.86% of its capital. AIG has waived its rights to receive dividends, until November 30, 2008.
After this operation, the Company, through its subsidiary Sé, now holds 42.57% of the Sendas Distribuidora total capital.
According to the above mentioned agreement, CBD and AIG mutually granted reciprocal call and put options of the shares purchased by AIG in Sendas Distribuidora, which may be exercised within approximately 4 years.
Upon exercising the referred options, the shares issued by Sendas Distribuidora to AIG will represent a put against CBD which may be used to subscribe up to three billion preferred shares to be issued by CBD in a future capital increase.
The price of the future issuance of CBD preferred shares will be set based on market value at the time of issuance, and the amount of issued shares will enable the payment by AIG in the maximum quantity referred to above. If the AIG value of Sendas Distribuidora shares results in more than the value of three billion shares of CBD, CBD will pay the difference in cash.
The exit of AIG from Sendas Distribuidora is defined based on the Exit Price, the calculation base of which is the EBITDA, EBITDA multiple and the Net Financial Indebtedness of Sendas Distribuidora. This Exit Price will give AIG the right to purchase CBD preferred shares according the criteria below:
25
9. Investments (Continued)
c) Investment agreement CBD and Sendas (Continued)
(ii) Capital subscription by the AIG Group (Continued)
At June 30, 2006, total AIG shareholding represented a credit of R$ 141,403 (R$ 137,827 at March 31, 2006), which, converted to the average quotation of the last week of June 2006 of CBD shares in the São Paulo Stock Exchange (BOVESPA), would be equivalent to a total of 2,029,293,000 shares (1,494,970,000 shares at March 31, 2006) of the Company (2% of its capital).
d) Investment agreement CBD and Itaú
Miravalles Empreendimentos e Participações S.A. ("Miravalles"), a company set up in July 2004 and owner of exploitation rights of the Company´s financial activities, received funds from Itaú related to capital subscription, with the results that Itaú holds the equivalent to 50% of such company. Subsequently, with capital of R$ 150,000, Miravalles set up Financeira Itaú CBD S.A. FIC, a company which operates in structuring and commercialization of financial products and services exclusively to CBD customers.
The subscription made by Itaú in Miravalles resulted in gain from shareholding dilution of R$ 380,444 in 2004. This gain was reduced by the disposal of certain assets related to the operation, by provisions for start up costs and, particularly, by agreement to make certain amounts subject to performance goals during a maximum period of five years, as from the startup of FIC operations, which occurred in the first quarter of 2005. The net gain was recorded (after the aforementioned reductions) under Non-operating results for the year ended December 31, 2004.
On December 22, 2005, an amendment to the partnership agreement between CBD, Itaú and FIC was signed, and the clauses referring to meeting of performance goals, initially established, were changed. By such amendment, the meeting of goals and the guarantee account are not longer tied, and fines for noncompliance of goals were established. At June 30, 2006 the Company recognized the net amount of R$ 7,782 in the quarter (R$ 13,302 at March 31, 2006) under non-operating results, due to meeting of certain performance goals during the quarter, maintaining a net provision amounting to R$ 49,483 (R$ 44,849 at March 31, 2006) for payment of fines should the remaining goals not be met.
This partnership, which is effective for 20 years (and may be extended), resulted in operating synergies, enabling expansion and improvement of the current offer of services and products to CBD customers, including, among others, Private Label Credit Cards (Own label: restricted to use within CBD stores), credit card company cards with widespread acceptance, direct credit to consumers and personal loans. The operational management of FIC is under the responsibility of Itaú.
The Miravalles financial information for the quarters ended June 30 and March 31, 2006 were reviewed by other independent auditors, who issued an unqualified report on the special review. At June 30, 2006, total assets and net result of operations of said investee represented 0.4% and (12.0)%, (0.5% and 15.4% at March 31, 2006) respectively, in relation to the Companys consolidated quarterly information.
26
10. Property and Equipment
Parent Company | ||||||||||||
Annual depreciation rates % | 6.30.2006 | 3.31.2006 | ||||||||||
Weighted | Accumulated | |||||||||||
Nominal | average | Cost | depreciation | Net | Net | |||||||
Land | - | - | 512.054 | - | 512.054 | 443.623 | ||||||
Buildings | 3,33 | 3,33 | 1.901.965 | (359.484) | 1.542.481 | 1.528.658 | ||||||
Leasehold improvements | (*) | 6,9 | 1.075.387 | (415.020) | 660.367 | 676.987 | ||||||
Equipment | 10.0 to 33.0 | 18,0 | 1.076.390 | (737.068) | 339.322 | 339.643 | ||||||
Installations | 20.0 to 25.0 | 20,0 | 372.019 | (294.865) | 77.154 | 80.609 | ||||||
Furnitures and fixtures | 10,0 | 10,0 | 188.298 | (89.047) | 99.251 | 100.202 | ||||||
Vehicles | 20,0 | 20,0 | 21.088 | (16.743) | 4.345 | 2.089 | ||||||
Construction in progress | - | - | 12.018 | - | 12.018 | 6.123 | ||||||
Other | 10,0 | 10,0 | 14.489 | (11.627) | 2.862 | 3.058 | ||||||
TOTAL | 5.173.708 | (1.923.854) | 3.249.854 | 3.180.992 | ||||||||
Average quarterly / annual depreciation rate | 2,77 | 1,37 | ||||||||||
Consolidated | ||||||||||||
Annual depreciation rates % | 6.30.2006 | 3.31.2006 | ||||||||||
Weighted | Accumulated | |||||||||||
Nominal | average | Cost | depreciation | Net | Net | |||||||
Land | - | - | 553.602 | - | 553.602 | 485.194 | ||||||
Buildings | 3,33 | 3,33 | 1.982.783 | (372.183) | 1.610.600 | 1.600.850 | ||||||
Leasehold improvements | (*) | 6,9 | 1.591.422 | (576.689) | 1.014.733 | 1.054.876 | ||||||
Equipment | 10.0 to 33.0 | 18,0 | 1.277.142 | (825.653) | 451.489 | 459.468 | ||||||
Installations | 20.0 to 25.0 | 20,0 | 483.935 | (355.118) | 128.817 | 137.428 | ||||||
Furniture and fixtures | 10,0 | 10,0 | 272.267 | (112.550) | 159.717 | 162.831 | ||||||
Vehicles | 20,0 | 20,0 | 24.274 | (19.713) | 4.561 | 2.208 | ||||||
Construction in progress | - | - | 13.075 | - | 13.075 | 7.113 | ||||||
Other | 10,0 | 10,0 | 14.506 | (11.644) | 2.862 | 3.058 | ||||||
TOTAL | 6.213.006 | (2.273.550) | 3.939.456 | 3.913.026 | ||||||||
Average quarterly / annual depreciation rate | 3,07 | 1,51 | ||||||||||
(*) Leasehold improvements are depreciated based on the lower of the estimated useful life of the asset or the lease term of agreements, whichever is shorter.
a) Additions to property and equipment
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Additions (i) | 134,954 | 127,760 | 141,981 | 140,991 | ||||
Capitalized interest (ii) | 7,195 | 2,672 | 7,698 | 2,889 | ||||
142,149 | 130,432 | 149,679 | 143,880 | |||||
(i) Additions made by the Company relate to purchases of operating assets, acquisition of land and buildings to expand activities, construction of new stores, modernization of existing warehouses, improvements of various stores and investment in information technology.
27
10. Property and Equipment (continued)
(ii) Interest and financial charges on loans and financing obtained from third parties directly or indirectly attributable to the process of purchase, construction and operating expansion, are capitalized during the construction and refurbishment of the Companys stores in conformity with CVM Ruling 193/96. The capitalized interest and financial charges are appropriated to results over the depreciation periods of the corresponding assets.
11. Deferred Charges
Balances at |
Transferred from |
Balances at |
||||||||||
3.31.2006 |
Additions |
Investment |
Write-offs | Amortization |
6.30.2006 |
|||||||
Parent Company | ||||||||||||
Goodwill | 357,560 | - | 1,229 | (1,546) | (18,465) | 338,778 | ||||||
Pre-operating expenses | 62,015 | 6,796 | - | - | (3,334) | 65,477 | ||||||
Subtotal | 419,575 | 6,796 | 1,229 | (1,546) | (21,799) | 404,255 | ||||||
Subsidiaries | ||||||||||||
Goodwill | 534,622 | - | - | - | (11,160) | 523,462 | ||||||
Pre-operating expenses | 481 | - | - | - | (12) | 469 | ||||||
Subtotal | 535,103 | - | - | (11,172) | 523,931 | |||||||
Total | 954,678 | 6,796 | 1,229 | (1,546) | (32,971) | 928,186 | ||||||
a) Goodwill
Upon the acquisition of subsidiaries, the amounts originally recorded under investments as goodwill based mainly on expected future profitability, were transferred to Deferred charges, and will continue to be amortized over periods consistent with the earnings projections on which they were originally based, limited to 10 years.
The goodwill transferred from investment is a consequence of the merger of the subsidiary Cipal in the quarter (see Note 9 (c)).
b) Pre-operating expenses and other
Expenses incurred in 2005 concerning the property sales project, related basically to long-term contract initial fee, will be amortized according to their maturity. The project also includes expenses with professional fees, to be amortized over 5 years.
This also includes expenses with specialized consulting fees, incurred during the development and implementation of strategic projects that began in the fourth quarter of 2005 and are still in place in 2006, and whose final objective is to obtain efficiency and productivity gains already in 2006. The major projects involve commercial strategy and a new category management process, including the permanent admittance of imported products into the country, pricing management, and review of the product line. Each project has a defined process and cost, with technical feasibility supported by future benefits to be provided by them. As soon as the projects are
28
concluded, expenses will be amortized on a straight-line basis, over a period proportional to the benefit generated, not exceeding five years.
12. Loans and Financing
Annual financial charges | 6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | ||||||
Current | ||||||||||
In local currency | ||||||||||
BNDES (ii) | TJLP + 1.0% to 4.1% | 119.875 | 126.278 | 119.875 | 126.278 | |||||
Working capital (i) | TJLP + 1.7% to 7% of the CDI | 3.494 | 304 | 3.494 | 304 | |||||
Weighted average rate of 104.0% | ||||||||||
of CDI (104.0% at March 31, 2006) | 4.283 | 2.190 | 14.116 | 5.621 | ||||||
In foreign currency | with swap for reais | |||||||||
BNDES (ii) | Exchange variation + 3.5 % to 4.1% | 19.235 | 19.397 | 19.235 | 19.397 | |||||
Working capital (i) | Weighted average rate of 104.4% | |||||||||
of CDI (103.8% at March 31, 2006) | 245.783 | 387.664 | 267.300 | 432.424 | ||||||
Imports | US dollar exchange variation | 7.924 | 9.305 | 9.922 | 12.642 | |||||
400.594 | 545.138 | 433.942 | 596.666 | |||||||
Noncurrent | ||||||||||
In local currency | ||||||||||
BNDES (ii) | TJLP + 1.0% to 4.1% | 145.721 | 170.159 | 145.721 | 170.159 | |||||
Working capital (i) | TJLP + 1.7% to 7% | 4.176 | - | 4.176 | - | |||||
PAFIDC Quotas (iii) | Senior A - 105% of CDI | - | - | 462.300 | 445.527 | |||||
Senior B - 101% of CDI | - | - | 223.730 | 323.951 | ||||||
In foreign currency | with swap for reais | |||||||||
BNDES (ii) | Exchange variation + 3.5% to 4.1% | 26.330 | 30.722 | 26.330 | 30.722 | |||||
Working capital (i) | Weighted average rate of 103.6% | |||||||||
of CDI (103.7% at March 31, 2006 ) | 125.538 | 163.993 | 841.078 | 855.001 | ||||||
301.765 | 364.874 | 1.703.335 | 1.825.360 | |||||||
The Company uses swaps operations to modify obligations from fixed interest U.S. dollar denominated to Brazilian real denominated linked to the CDI (floating) interest rate. The Company entered, contemporaneously with the same counterparty, into cross-currency interest rate swaps and has treated the instruments on a combined basis as though the loans were originally denominated in reais and accrued interest at floating rates.
29
12. Loans and Financing (Continued)
The annualized CDI benchmark rate at June 30, 2006 was 15.2% (16.5% at March 31, 2006).
(i) Working capital financing
Obtained from local banks and is used primarily to fund customer credit. Working capital financing is mostly secured by promissory notes.
(ii) BNDES credit line
The line of credit agreements, denominated in reais, with the Brazilian National Bank for Economic and Social Development (BNDES), are either subject to the indexation based on TJLP rate or are denominated based on a basket of foreign currencies to reflect the BNDES funding portfolio, plus an annual interest rates, in both cases.
The Company cannot offer any assets as collateral for loans to other parties without the prior authorization of BNDES and is required to comply with certain debt covenants, measured in accordance with Brazilian GAAP, including: (i) maintenance of a capitalization ratio (shareholders' equity/total assets) equal to or in excess of 0.40 and (ii) maintenance of a current ratio (current assets/current liabilities) equal to or in excess of 1.05. Management effectively controls and monitors covenants, which were fully performed. The parent company offered pledges as a joint and several liable party for settlement of the agreements presented below:
Grace | Number of | |||||||||||
period in | monthly | |||||||||||
Contract date | Annual financial charge | months | installments | Maturity | 6.30.2006 | 3.31.2006 | ||||||
Janaury 13, 2000 | TJLP + 3.5% | 12 | 72 | janeiro 2007 | 6.157 | 8.753 | ||||||
November 10, 2000 | TJLP + 1.0% to 3.5% | 20 | 60 | maio 2007 | 41.212 | 52.212 | ||||||
November 10, 2000 | Foreign currencies + 3.5% | 20 | 60 | julho 2007 | 7.976 | 9.741 | ||||||
November 14, 2000 | TJLP + 2.0% | 20 | 60 | junho 2007 | 2.700 | 3.359 | ||||||
April 16, 2001 | TJLP + 3.5% | - | 60 | abril 2006 | - | 470 | ||||||
April 16, 2001 | Foreign currencies + 3.5% | - | 60 | abril 2006 | - | 112 | ||||||
March 12, 2002 | Foreign currencies + 3.5% | 12 | 48 | março 2007 | 501 | 663 | ||||||
April 25, 2002 | TJLP + 3.5% | 6 | 60 | outubro 2007 | 13.556 | 16.019 | ||||||
April 25, 2002 | Foreign currencies + 3.5% | 6 | 60 | outubro 2007 | 1.947 | 2.295 | ||||||
November 11, 2003 | Foreign currencies + 4.125% | 14 | 60 | janeiro 2010 | 35.141 | 37.307 | ||||||
November 11, 2003 | TJLP + 4.125% | 12 | 60 | novembro 2009 | 190.468 | 203.338 | ||||||
November 11, 2003 | TLJP+ 1.0% | 12 | 60 | novembro 2009 | 11.503 | 12.287 | ||||||
311.161 | 346.556 | |||||||||||
In the event the TJLP exceeds 6% per annum, the excess is added to the principal. For the quarters ended June 30, 2006 and March 31, 2006, R$ 1,491 and R$ 1,902, respectively, were added to the principal.
30
12. Loans and Financing (Continued)
(iii) Redeemable PAFIDC quotas of interest
As per Official Memorandum CVM/SNC/SEP 01/2006, the Company reclassified the amounts under the caption Redeemable PAFIDC quotas of interest, due to their characteristics, to the Loans and financing group of accounts (Note 7).
Characteristics of the PAFIDC quotas of interest:
Types of quotas | Number | Yield | Redemption date |
Senior A | 5,826 | 105 % of CDI | 7.4.2008 |
Senior B | 4,300 | 101 % of CDI | 7.4.2008 |
Maturities
Parent Company | Consolidated | |||
6.30.2006 | 6.30.2006 | |||
2007 | 201,039 | 373,769 | ||
2008 | 70,489 | 1,099,223 | ||
2009 | 30,237 | 30,675 | ||
2010 | - | 199,668 | ||
301,765 | 1,703,335 | |||
13. Debentures
a) Breakdown of outstanding debentures:
Annual | ||||||||||
financial | ||||||||||
Type | Outstanding | charges | 6.30.2006 | 3.31.2006 | ||||||
5th issue - 1st series | Floating | 40,149 | CDI + 0.95% | 416,556 | 401,490 | |||||
Parent Company/Consolidated Current and noncurrent | 416,556 | 401,490 | ||||||||
Noncurrent liabilities | (401,490) | (401,490) | ||||||||
Current liabilities | 15,066 | - | ||||||||
The noncurrent portion of these debentures (5th issue 1st series) matures in 2007.
31
13. Debentures (Continued)
b) Debenture activity
Number of | ||||
debentures | Amount | |||
At December 31, 2005 | 40,149 | 419,469 | ||
Interest, net of payments | (17,979) | |||
At March 31, 2006 | 40,149 | 401,490 | ||
Interest, net of payments | - | 15,066 | ||
At June 30, 2006 | 40,149 | 416,556 | ||
c) Additional information
Fifth issue - On October 4, 2002, shareholders approved the issue and public placement limited to R$ 600,000 of 60,000 non-convertible debentures. The Company received proceeds of R$ 411,959, for 40,149 non-convertible debentures issued from the first series. The debentures are indexed to the average rate of Interbank Deposits (DI) and accrue annual spread of 1.45% payable every six months. The first series was renegotiated on September 9, 2004, to accrue interest of CDI plus an annual spread of 0.95% as from October 1, 2004 which is payable semi-annually, beginning on April 1, 2005 and ending on October 1, 2007. The debentures will not be subject to renegotiation until maturity on October 1, 2007. The Company is required to comply with certain debt covenants measured in accordance with Brazilian GAAP: (i) Net Debt (debt less cash and cash equivalents and accounts receivable) no higher than the balance of shareholders equity; (ii) maintenance of a ratio between Net Debt and EBITDA (earnings before income and social contribution taxes, depreciation and amortization), less than or equal to 4. The Company is in full performance related to all debt covenants.
32
14. Provision for Contingencies
Provision for contingencies is estimated by management, supported by its legal counsel. Such provision was set up in an amount considered sufficient to cover losses considered probable by the Companys legal counsel, as shown below:
Parent Company | Consolidated | |||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
COFINS and PIS (i) | 932,280 | 899,355 | 975,892 | 949,240 | ||||
Labor claims (ii) | 45,206 | 44,210 | 47,791 | 46,603 | ||||
Cívil and other (iii) | 106,406 | 101,044 | 122,979 | 116,981 | ||||
1,083,892 | 1,044,609 | 1,146,662 | 1,112,824 | |||||
a) Taxes
Tax-related contingencies are indexed to the SELIC (Central Bank Overnight Rate), of 15.18% at June 30, 2006 (16.7% at March 31, 2006) and, in some cases, are subject to fines. In all cases, when applicable, both interest charges and fines have been computed with respect to unpaid amounts and are fully accrued.
i) COFINS and PIS
The rate for COFINS (Social Contribution Tax on Gross Revenue for Social Security Financing) increased from 2% to 3% in 1999 and the tax base of both COFINS and PIS (Social Contribution Tax on Gross Revenue for Social Integration Program) was extended in 1999 to encompass other types of income, including financial income. The Company is challenging the increase in contributions to the COFINS and PIS taxes. Provision for COFINS and PIS includes unpaid amounts, monetarily restated, resulting from the suit filed by the Company and its subsidiaries, claiming the right to not apply Law 9718/98, permitting it to determine the payment of COFINS under the terms of Complementary Law 70/91 (2% of revenue) and of PIS under Law 9715/98 (0.65% of revenue) as from February 1, 1999. The lawsuits are in progress at the Regional Federal Court, and up to this moment, the company has not been required to make judicial deposits.
After the enactment of Law 10,637, dated December 31, 2002, which established new rules for PIS assessment, with effects as from December 1st 2002 on, and Law 10,833/03, dated December 29, 2003, with effects as from February 1st 2004 on, the Company and its subsidiaries started to pay these contributions as provided for by prevailing laws.
33
14. Provision for Contingencies (Continued)
b) Labor claims
The Company is party to numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business. At June 30, 2006, the Company recorded a provision of R$ 47,791 (R$ 46,603 at March 31, 2006) for contingencies related to labor claims, which are in progress mostly at lower courts (nearly 80%). Management, based on advice from legal counsel, evaluates these contingencies and provides for losses where probable and reasonably estimable, bearing in mind previous experiences in relation to the amounts sought. Labor claims are indexed to the TR (Referential Interest Rate), of 1% at June 30, 2006 (0.5% at March 31, 2006), plus 1% monthly interest.
c) Civil and other
The Company is a defendant, at several judicial levels, in lawsuits of civil natures, among others. The Company sets up provisions for losses in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal counsel consider losses to be probable.
Among these lawsuits, we point out the following:
d) Possible losses
The Company has other contingencies which have been analyzed by the legal counsel, losses of which were evaluated as possible but not probable, and therefore have not been accrued, at June 30, 2006, as follows:
34
35
14. Provision for Contingencies (Continued)
e) Restricted escrow deposits
The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court escrow deposits (restricted deposits) of equivalent amounts pending final legal decisions, in addition to collateral deposits related to provisions for judicial suits.
f) Tax audits
In accordance with current legislation in Brazil, federal, state and municipal taxes and payroll charges are subject to audit by the related authorities, for periods that vary between 5 and 30 years.
15. Taxes Payable in Installments
Due to judicial precedent formed in decisions which were unfavorable for other taxpayers in similar lawsuits, the Company decided to withdraw certain claims and legal actions, opting to join the Special Tax Payment Installments Program (PAES), pursuant to Law 10,680/2003. These installment payments are subject to the Long-Term Interest Rate TJLP and may be payable in up to 120 months.
The amounts payable in installments were as follows:
Parent Company | Consolidated |
|||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Current | ||||||||
I.N.S.S. | 34,669 | 34,101 | 34,797 | 34,228 | ||||
C.P.M.F. | 13,262 | 13,028 | 15,192 | 14,925 | ||||
47,931 | 47,129 | 49,989 | 49,153 | |||||
Noncurrent | ||||||||
I.N.S.S. | 208,014 | 213,134 | 208,781 | 213,921 | ||||
C.P.M.F. | 79,392 | 81,316 | 90,973 | 93,177 | ||||
287,406 | 294,450 | 299,754 | 307,098 | |||||
36
16. Income and Social Contribution Taxes
a) Income and social contribution tax reconciliation in the quarters ended :
Parent Company | Consolidated |
|||||||
6.30.2006 | 6.30.2005 | 6.30.2006 | 6.30.2005 | |||||
Income before income taxes | 140,928 | 169,559 | 86,942 | 132,212 | ||||
Income tax at nominal rate | (35,232) | (42,390) | (21,736) | (33,053) | ||||
Income tax incentive | 1,954 | 1,194 | 2,420 | 1,234 | ||||
Equity results and provision for capital | ||||||||
deficiency of subsidiary | (988) | 3,466 | (9,145) | (1,957) | ||||
Other permanent adjustments and | ||||||||
social contribution rates, net | 510 | (6,429) | 6,182 | (977) | ||||
Effective income tax | (33,756) | (44,159) | (22,279) | (34,753) | ||||
Income tax for the year | ||||||||
Current | (43,174) | (53,561) | (58,938) | (65,585) | ||||
Deferred | 9,418 | 9,402 | 36,659 | 30,832 | ||||
Income and social contribution taxes expenses | (33,756) | (44,159) | (22,279) | (34,753) | ||||
Effective rate | (24.0) | (26.0) | (25.6) | (26.3) |
37
16. Income and Social Contribution Taxes (Continued)
b) Deferred income and social contribution taxes
The major components of the deferred income and social contribution taxes accounts in the balance sheet are as follows:
Parent Company | Consolidated |
|||||||
6.30.2006 | 3.31.2006 | 6.30.2006 | 3.31.2006 | |||||
Deferred income and social contribution tax assets | ||||||||
Tax losses and negative basis | - | - | 268,247 | 254,896 | ||||
Provision for contingencies | 41,953 | 38,735 | 57,576 | 53,809 | ||||
Provision for hedge and exchange variation | ||||||||
accounted on a cash basis | 21,223 | 20,357 | 61,594 | 54,535 | ||||
Allowance for doubtful accounts | 7,705 | 5,093 | 7,989 | 5,280 | ||||
Goodwill amortization | 18,535 | 17,529 | 81,414 | 85,214 | ||||
Deferred gains from shareholding dilution, net | 11,155 | 13,487 | 11,155 | 13,487 | ||||
Other | 12,253 | 11,558 | 17,013 | 16,861 | ||||
Total deferred income tax asset | 112,824 | 106,759 | 504,988 | 484,082 | ||||
Current assets | 77,728 | 69,171 | 109,300 | 89,260 | ||||
Noncurrent assets | 35,096 | 37,588 | 395,688 | 394,822 | ||||
At June 30, 2006, in compliance with CVM Ruling 371, the Company and its subsidiaries recorded deferred income and social contribution taxes tax credits arising from tax loss carryforward, negative basis of social contribution and temporary differences in the amount of R$ 112,824 (R$ 106,759 at March 31, 2006) in the Parent Company and R$ 504,988 (R$ 484,082 at March 31, 2006) in Consolidated.
Recognition of deferred income and social contribution tax assets refer basically to tax loss, negative basis of social contribution and temporary differences carryforward, acquired from Sé Supermercados, and those generated by the subsidiary Sendas Distribuidora, realization of which, following restructuring measures, was considered probable.
The Company prepares annual studies of scenarios and generation of future taxable income, which are approved by management, indicating the capacity of benefiting from the tax credit set up.
Based on such studies, the Company estimates that the recovery of tax credits will occur in up to ten years, as follows:
38
16. Income and Social Contribution Taxes (Continued)
c) Breakdown of deferred income and social contribution taxes
June 30, 2006 |
||||
Parent Company | Consolidated | |||
2006 | 75,620 | 100,992 | ||
2007 | 6,023 | 24,633 | ||
2008 | 5,202 | 34,244 | ||
2009 | 4,744 | 42,307 | ||
2010 to 2014 | 21,235 | 302,812 | ||
112,824 | 504,988 | |||
17. Shareholders Equity
a) Capital
Authorized capital comprises 200,000,000,000 shares approved at the Extraordinary General Meeting held on June 22, 2005. Fully subscribed and paid-up capital is comprised of 113,771,378,433 registered shares with no par value, of which 49,839,925,688 are common with voting rights and 63,931,452,745 are preferred shares.
Breakdown of capital stock and share volume:
Number of shares - in thousands |
||||||
Common | ||||||
Capital |
Preferred shares |
shares | ||||
At December 31, 2005 | 3.680.240 | 63.827.990 | 49.839.926 | |||
Stock option (i) | ||||||
Series VI | 7.120 | 101.400 | - | |||
Series VII | 92 | 2.063 | ||||
Capitalization of reserves (ii) | ||||||
Capitalization of income | 267.177 | - | - | |||
At June 30, 2006 | 3.954.629 | 63.931.453 | 49.839.926 | |||
39
Meeting | Series | Volume (thousands) |
Unit value ( thousand shares) |
Total |
4.7.2006 | VI | 101,400 | 70.22 | 7,120 |
6.9.2006 | VII | 2,063 | 44.24 | 92 |
(ii) At April 27, 2006, the Extraordinary General Meeting approved the capital stock increase with capitalization of the expansion (R$ 240,460) and retention reserves (R$ 26,717).
b) Share rights
The preferred shares are non-voting and have preference with respect to the distribution of capital in the event of liquidation. Each shareholder has the right pursuant to the Company's bylaws to receive a proportional amount, based on their respective holdings to total common and preferred shares outstanding, of a total dividend of at least 25% of annual net income determined on the basis of financial statements prepared in accordance with Brazilian GAAP, to the extent profits are distributable, and after transfers to reserves as required by Brazilian Corporation Law, and a proportional amount of any additional dividends declared. Beginning in 2003, the preferred shares are entitled to receive a dividend 10% greater than that paid to common shares.
The Companys bylaws provide that, to the extent funds are available, minimum non-cumulative preferred dividend to the preferred shares in the amount of R$ 0.15 per thousand preferred shares and dividends to the preferred shares shall be 10% higher than the dividends to common shares up to or, if determined by the shareholders, in excess of the mandatory distribution.
Management is required by the Brazilian Corporation Law to propose dividends at year-end to conform with the mandatory minimum dividend regulations, which can include the interest attributed to equity, net of tax.
c) Revenue reserve
(i) Legal reserve the legal reserve may be transferred to capital or used to absorb losses, but is not, generally, available for distribution as cash dividends.
The legal reserve is formed based on appropriations from retained earnings of 5% of annual net income as stated in the Companys financial statements prepared in accordance with Brazilian GAAP before any appropriations, and limited to 20% of the capital.
(ii) Expansion reserve: was approved by the shareholders to reserve funds to finance additional capital investments and working capital through the appropriation of up to 100% of the net income remaining after the legal appropriations.
d) Preferred stock option plan
The Company offers a stock option plan for the purchase of preferred shares to management and employees. The exercise of options guarantees the beneficiaries the same rights granted to the Company's other shareholders. The management of this plan was attributed to a committee designated by the Board of Directors.
40
The option price for each lot of shares is, at least, 60% of the weighted average price of the preferred shares traded in the week the option is granted. The percentage may vary for each beneficiary or series.
The right to exercise the options is acquired in the following manner and terms: (i) 50% in the last month of the third year following the option date (1st tranche) and (ii) 50% in the last month of the fifth year following the option date (2nd tranche), with the condition that a certain number of shares will be restricted as to sale until the date the beneficiary retires.
The price of option from the date of concession to the date of exercise thereof by the employee is updated by reference to the General Market Price Index - IGP-M variation, less dividends attributed for the period.
Information on the stock option plans is summarized below:
Number of | Price on | |||||
shares | the date of | Price at | ||||
(per thousand) | granting | 6.30.2006 | ||||
Options in force | ||||||
Series VI March 15, 2002 | 412,600 | 47.00 | 70.12 | |||
Series VII May 16, 2003 | 499,840 | 40.00 | 44.26 | |||
Series VIII April 30, 2004 | 431,110 | 52.00 | 55.75 | |||
Series IX April 15, 2005 | 494,545 | 52.00 | 50.93 | |||
1,838,095 | ||||||
Options exercised in 2005 | (145,677) | |||||
Options exercised in 2006 | (103,463) | |||||
Options cancelled | (448,234) | |||||
Balance of options in force | 1,140,721 | |||||
Options not granted | 2,259,279 | |||||
Current balance of the option plan | 3,400,000 | |||||
At June 30, 2006, the Companys preferred shares quotation on the São Paulo Stock Exchange amounted to R$ 66.98 per thousand shares.
18. Financial Instruments
a) General considerations
Management considers that risk of concentration in financial institutions is low, as operations are limited to traditional, highly-rated banks and within approved limits.
41
18. Financial Instruments (Continued)
b) Concentration of credit risk
The Companys sales are direct to customers. Credit risk is minimized due to the large customer base and current control procedures that monitor the creditworthiness of customers. Advances to suppliers are made only to selected suppliers. The financial condition of suppliers is analyzed on an ongoing basis to limit credit risk.
In order to minimize credit risk from investments, the Company adopts policies restricting cash and/or marketable securities that may be allocated to a single financial institution, and which take into consideration monetary limits and financial institution credit ratings.
c) Market value of financial instruments
Estimated market value of financial instruments at June 30, 2006 approximates market value, reflecting maturities or frequent price adjustments of these instruments, as shown below:
At June 30, 2006 | ||||||||
Parent Company |
Consolidated |
|||||||
Book |
Market |
Book |
Market |
|||||
Assets | ||||||||
Cash and cash equivalents | 43,393 | 43,393 | 74,783 | 74,783 | ||||
Current marketable securities | 490,510 | 490,510 | 1,305,637 | 1,305,637 | ||||
Receivables securitization fund | 150,348 | 150,348 | - | - | ||||
684,251 | 684,251 | 1,380,420 | 1,380,420 | |||||
Liabilities | ||||||||
Current and noncurrent | ||||||||
loans and financings | 702,359 | 696,720 | 2,137,277 | 2,149,400 | ||||
Current and noncurrent | ||||||||
debentures | 416,556 | 415,442 | 416,556 | 415,442 | ||||
1,118,915 | 1,112,162 | 2,553,833 | 2,564,842 | |||||
Market value of financial assets and of current and noncurrent financing, when applicable, was determined using current interest rates available for operations carried out under similar conditions and remaining maturities.
In order to exchanging the financial charges and exchange variation of loans denominated in foreign currency into local currency, the Company contracted swap operations, indexing these charges to the CDI variation, which reflects market value.
42
18. Financial Instruments (Continued)
d) Currency and interest rate risk management
The utilization of derivative instruments and operations involving interest rates aims at protecting the results of assets and liabilities operations of the Company, conducted by the finance operations area, in accordance with the strategy previously approved by management.
The cross-currency interest rate swaps permit the Company to exchange fixed rate interest in U.S. dollars on short-term and long-term debt (Note 12) for floating rate interest in Brazilian reais. As of June 30, 2006, the U.S. dollar-denominated short-term and long-term debt balances of R$ 1,118,299 equivalent to US$ 516,703, (R$ 1,300,067 equivalent to US$ 598,447 at March 31, 2006), include financing of R$ 1,108,377 equivalent to US$ 512,118 (R$ 1,287,425 equivalent to US$ 592,628 at March 31, 2006), at weighted average interest rates of 5.7% per annum (5.4% p.a. at March 31, 2006) which are covered by floating rate swaps, linked to a percentage of the CDI in Brazilian reais, calculated at weighted average rate of 103.3% of CDI (103.7% of CDI at March 31, 2006).
19. Insurance Coverage (Not Reviewed)
Coverage at June 30, 2006 is considered sufficient by management to meet possible losses and is summarized as follows:
Insured assets | Risks covered | Amount insured | ||
Property, equipment and inventories | Named risks | R$ 5,818,682 | ||
Profit | Loss of profit | R$ 2,900,000 | ||
Cash | Theft | R$ 43,473 |
The Company also holds a specific policy covering civil liability risks in the amount of R$ 40,340.
43
20. Non-operating Income (Expenses)
Non-operating income, net, mainly results from partial recognition of gains due to dilution related to the partnership with Itaú, in the amount of R$ 7,782 (R$ 13,302 at March 31, 2006), and from non-operating items write-off due to closing of stores during the quarter in the amount of R$ (6,972) in the Parent Company and R$ (25,205) in the Consolidated.
21. Encumbrance, Collaterals and Contingent and Eventual Liabilities
The company has granted collaterals to some lawsuits of civil, labor and tax nature, as shown below:
Properties | Equipment | Letter of guarantee | Total | |||
13.893 | - | 7.224 | 21.117 | |||
6.596 | 1.539 | 11.665 | 19.800 | |||
1.491 | - | 6.885 | 8.376 | |||
21.980 | 1.539 | 25.774 | 49.293 |
22. Supplemental Information
The supplemental information presents the statement of cash flows prepared in accordance with the IBRACON - Institute of Independent Auditors of Brazil Accounting Standards and Procedures (NPC-20) considering significant transactions that influenced the available cash and marketable securities of the Company. The statement is divided into operating, investing and financing activities.
The Company is also presenting the statement of added value, prepared according to CVM Rulings 15/87 and 24/92, and CVM Official Memorandum 01/00. The template adopted was proposed by NBCT 3.7 from the Federal Accounting Council (CFC), and presents the results for the period from the point of view of the generation and distribution of wealth, the main beneficiaries of which are the employees, the government, lenders and shareholders.
44
22. Supplemental Information (Continued)
a) Statement of cash flows
Parent Company | Consolidated | |||||||
Period ended | ||||||||
6.30.2006 | 6.30.2005 | 6.30.2006 | 6.30.2005 | |||||
Cash flow from operating activities | ||||||||
Net income for the period | 101,172 | 121,900 | 101,172 | 121,900 | ||||
Adjusted net income | ||||||||
Deferred income tax | (9,418) | (9,402) | (36,659) | (30,832) | ||||
Net book value of permanent assets disposals | 6,972 | 4,643 | 25,205 | 7,603 | ||||
Net gains from shareholding dilution | (16,218) | - | (16,218) | - | ||||
Depreciation and amortization | 185,980 | 187,519 | 252,333 | 251,210 | ||||
Interes and monetary variations, net of | ||||||||
payment | 74,107 | 49,905 | 93,774 | 34,722 | ||||
Equity results | (2,103) | (13,865) | 26,932 | 5,745 | ||||
Provisions for contingencies | 28,658 | 21,678 | 23,464 | 23,444 | ||||
Minority interest | - | - | (42,509) | (27,941) | ||||
369,150 | 362,378 | 427,494 | 385,851 | |||||
(Increase) decrease in assets | ||||||||
Trade accounts receivables | 314,367 | 73,899 | 346,532 | 154,036 | ||||
Advance to suppliers and employees | (3,933) | (12,639) | (6,052) | (13,704) | ||||
Inventories | (25,537) | 97,493 | (14,245) | 105,788 | ||||
Taxes recoverable | 37,969 | 39,753 | 20,794 | 38,070 | ||||
Others assets | (25,277) | 33,506 | (38,708) | 10,698 | ||||
Related parties | 70,519 | (190,594) | (20,021) | (1,295) | ||||
Judicial deposits | (10,332) | (2,662) | (14,582) | (9,737) | ||||
357,776 | 38,756 | 273,718 | 283,856 | |||||
Increase (decrease in liabilities) | ||||||||
Suppliers | (351,964) | (452,794) | (403,612) | (513,023) | ||||
Salaries and payroll charges | 5,732 | 4,939 | 8,188 | 9,763 | ||||
Taxes and social contributions payable | (43,843) | (2,043) | (41,764) | 2,454 | ||||
Other accounts payable | 1,759 | (2,998) | 16,074 | 17,868 | ||||
(388,316) | (452,896) | (421,114) | (482,938) | |||||
Net cash flow generated by operating | ||||||||
activities | 338,160 | (51,762) | 280,098 | 186,769 | ||||
45
22. Supplemental Information (Continued)
a) Statement of cash flows (Continued)
Parent Company | Consolidated | |||||||
Period ended | ||||||||
6.30.2006 | 6.30.2005 | 6.30.2006 | 6.30.2005 | |||||
Cash flow from investing activities | ||||||||
Net cash in subsidiaries merger | 1,090 | - | - | - | ||||
Receipt of amortization of PAFIDC quotas | 28,509 | - | ||||||
Acquisition of companies | (100) | (10) | (8,600) | (2,000) | ||||
Acquisiton of property and equipment | (237,003) | (238,162) | (257,980) | (348,897) | ||||
Increase in deferred assets | (11,078) | (1,172) | (11,078) | (1,872) | ||||
Sale of property and equipment | - | 7,500 | - | 7,500 | ||||
Net cash flow generated (used) in | ||||||||
investing activities | (218,582) | (231,844) | (277,658) | (345,269) | ||||
Cash flow from financing activities | ||||||||
Capital increase | 7,212 | - | 7,212 | - | ||||
Financings | ||||||||
Funding and refinancing | 49,007 | 166,924 | 88,819 | 706,871 | ||||
Payments | (310,473) | (340,326) | (366,835) | (901,781) | ||||
Payment of dividends | (62,053) | (84,154) | (62,053) | (84,154) | ||||
Net cash flow generated (used) | ||||||||
in financing activities | (316,307) | (257,556) | (332,857) | (279,064) | ||||
Net increase (decrease) in cash and cash equivalents | (196,729) | (541,162) | (330,417) | (437,564) | ||||
Cash and cash equivalents at end of the period | 533,903 | 218,416 | 1,380,420 | 741,906 | ||||
Cash and cash equivalents at the beginning of the period | 730,632 | 759,578 | 1,710,837 | 1,179,470 | ||||
Change in cash and cash equivalents | (196,729) | (541,162) | (330,417) | (437,564) | ||||
Cash flow supplemental information | ||||||||
Interest paid on loans and financings | 60,523 | 163,356 | 173,492 | 292,261 |
46
22. Supplemental Information (Continued)
b) Statement of added value
Parent Company |
Consolidated |
|||||||||||||||
Period ended | ||||||||||||||||
6.30.2006 | % | 6.30.2005 | % | 6.30.2006 | % | 6.30.2005 | % | |||||||||
Revenues | ||||||||||||||||
Sales of goods | 5,656,470 | 5,455,386 | 7,902,029 | 7,734,912 | ||||||||||||
Credit write-offs | (14,178) | (14,757) | (14,999) | (19,969) | ||||||||||||
Non-operating | 8,110 | 2,671 | (10,138) | (7,544) | ||||||||||||
5,650,402 | 5,443,300 | 7,876,892 | 7,707,399 | |||||||||||||
Material acquired from | ||||||||||||||||
third parties | ||||||||||||||||
Cost of sales | (3,896,503) | (3,775,899) | (5,604,265) | (5,351,917) | ||||||||||||
Materials, energy, outsourced | ||||||||||||||||
services and others | (389,583) | (367,751) | (576,356) | (576,083) | ||||||||||||
(4,286,086) | (4,143,650) | (6,180,621) | (5,928,000) | |||||||||||||
Gross added value | 1,364,316 | 1,299,650 | 1,696,271 | 1,779,399 | ||||||||||||
Retentions | ||||||||||||||||
Depreciation and amortization | (190,070) | (188,908) | (257,816) | (253,089) | ||||||||||||
Net added value produced | ||||||||||||||||
by the Company | 1,174,246 | 1,110,742 | 1,438,455 | 1,526,310 | ||||||||||||
Transfers received | ||||||||||||||||
Equity results | 2,103 | 13,865 | (26,932) | (5,745) | ||||||||||||
Minority interest | - | - | 42,509 | 27,941 | ||||||||||||
Financial income | 128,038 | 176,471 | 195,431 | 217,709 | ||||||||||||
130,141 | 190,336 | 211,008 | 239,905 | |||||||||||||
Total added value to be | ||||||||||||||||
distributed | 1,304,387 | 100.0 | 1,301,078 | 100.0 | 1,649,463 | 100.0 | 1,766,215 | 100.0 | ||||||||
Distribution of added value | ||||||||||||||||
Personnel and related charges | 486,517 | 37.3 | 418,872 | 32.1 | 663,664 | 40.3 | 589,535 | 33.4 | ||||||||
Taxes rates and contributions | 372,829 | 28.6 | 436,596 | 33.6 | 366,832 | 22.2 | 573,046 | 32.4 | ||||||||
Interest and rents | 343,869 | 26.4 | 323,710 | 24.9 | 517,795 | 31.4 | 481,734 | 27.3 | ||||||||
Retention of profits | 101,172 | 7.7 | 121,900 | 9.4 | 101,172 | 6.1 | 121,900 | 6.9 | ||||||||
47
05.01 COMMENTS ON COMPANY PERFORMANCE DURING THE QUARTER
See ITR 08.01 Comments on Consolidated Performance
48
06.01 CONSOLIDATED BALANCE SHEET - ASSETS (Thousands of reais)
1 CODE | 2 Description | 3 6/30/2006 | 4 - 3/31/2006 |
1 | Total assets | 10,369,978 | 10,724,151 |
1.01 | Current assets | 4,296,293 | 4,648,031 |
1.01.01 | Cash and cash equivalent | 1,380,420 | 1,701,607 |
1.01.01.01 | Cash and banks | 74,783 | 73,066 |
1.01.01.02 | Financial investments | 1,305,637 | 1,628,541 |
1.01.02 | Receivables | 1,734,354 | 1,738,186 |
1.01.02.01 | Trade accounts receivable | 1,079,283 | 1,098,728 |
1.01.02.02 | Advances to suppliers and employees | 41,864 | 40,415 |
1.01.02.03 | Taxes recoverable | 460,975 | 472,820 |
1.01.02.04 | Deferred income tax | 109,300 | 89,260 |
1.01.02.05 | Other receivables | 42,932 | 36,963 |
1.01.03 | Inventories | 1,129,531 | 1,133,354 |
1.01.04 | Other | 51,988 | 74,884 |
1.01.04.01 | Prepaid expenses | 51,988 | 74,884 |
1.02 | Noncurrent receivables | 1,005,440 | 990,465 |
1.02.01 | Sundry receivables | 980,900 | 967,973 |
1.02.01.03 | Deferred income tax | 395,688 | 394,822 |
1.02.01.04 | Judicial deposits | 248,704 | 241,874 |
1.02.01.05 | Trade accounts receivable | 326,140 | 323,478 |
1.02.01.06 | Prepaid expenses | 1,872 | 2,145 |
1.02.01.07 | Other receivables | 8,496 | 5,654 |
1.02.02 | Receivables from related companies | 24,540 | 22,492 |
1.02.02.01 | Associated companies | 0 | 0 |
1.02.02.02 | Subsidiary companies | 24,540 | 22,492 |
1.02.02.02.01 | Related parties checking account | 24,540 | 22,492 |
1.02.02.03 | Other related companies | 0 | 0 |
1.02.03 | Other | 0 | 0 |
1.03 | Permanent assets | 5,068,245 | 5,085,655 |
1.03.01 | Investments | 200,603 | 217,951 |
1.03.01.01 | Associated companies | 0 | 0 |
1.03.01.02 | Subsidiary companies | 200,603 | 217,951 |
1.03.01.03 | Other | 0 | 0 |
1.03.02 | Property and equipment | 3,939,456 | 3,913,026 |
1.03.03 | Deferred charges | 928,186 | 954,678 |
49
06.02 CONSOLIDATED BALANCE SHEET - LIABILITIES (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2006 | 4 3/31/2006 |
2 | Total liabilities | 10,369,978 | 10,724,151 |
2.01 | Current liabilities | 2,213,103 | 2,493,435 |
2.01.01 | Loans and financing | 433,942 | 596,666 |
2.01.02 | Debentures | 15,066 | 0 |
2.01.03 | Suppliers | 1,250,622 | 1,327,874 |
2.01.04 | Taxes, charges and contributions | 81,351 | 84,605 |
2.01.04.01 | Taxes on sales | 4,790 | 2,266 |
2.01.04.02 | Tax installments | 49,989 | 49,153 |
2.01.04.03 | Provision for income tax | 26,572 | 33,186 |
2.01.05 | Dividends payable | 0 | 62,053 |
2.01.06 | Provisions | 0 | 0 |
2.01.07 | Payables to related companies | 0 | 0 |
2.01.08 | Other liabilities | 432,122 | 422,237 |
2.01.08.01 | Salaries and related contributions | 165,827 | 141,788 |
2.01.08.02 | Public services | 7,139 | 6,800 |
2.01.08.03 | Rents | 34,252 | 34,608 |
2.01.08.04 | Advertising | 6,378 | 2,945 |
2.01.08.05 | Insurance | 2,033 | 2,496 |
2.01.08.06 | Purchase of assets | 60,567 | 56,762 |
2.01.08.07 | Other accounts payable | 155,926 | 176,838 |
2.02 | Noncurrent liabilities | 3,551,241 | 3,646,772 |
2.02.01 | Loans and financing | 1,703,335 | 1,825,360 |
2.02.02 | Debentures | 401,490 | 401,490 |
2.02.03 | Provisions | 0 | 0 |
2.02.04 | Payables to related companies | 0 | 0 |
2.02.05 | Other liabilities | 1,446,416 | 1,419,922 |
2.02.05.01 | Provision for contingencies | 1,146,662 | 1,112,824 |
2.02.05.02 | Tax installments | 299,754 | 307,098 |
2.03 | Deferred income | 0 | 0 |
2.04 | Minority interest | 244,878 | 271,401 |
2.05 | Shareholders' equity | 4,360,756 | 4,312,543 |
2.05.01 | Paid-up capital | 3,954,629 | 3,680,240 |
2.05.02 | Capital reserves | 0 | 0 |
2.05.03 | Revaluation reserves | 0 | 0 |
2.05.03.01 | Own assets | 0 | 0 |
2.05.03.02 | Subsidiary/associated companies | 0 | 0 |
2.05.04 | Revenue reserves | 406,127 | 632,303 |
2.05.04.01 | Legal | 118,797 | 118,797 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 0 | 0 |
2.05.04.05 | Retention of profits | 119,788 | 273,046 |
2.05.04.06 | Special for undistributed dividends | 0 | 0 |
2.05.04.07 | Other | 167,542 | 240,460 |
2.05.04.07.01 | Reserve for expansion | 167,542 | 240,460 |
2.05.05 | Retained earnings/accumulated deficit | 0 | 0 |
50
07.01 - CONSOLIDATED STATEMENT OF INCOME (Thousands of reais)
1 CODE | 2 DESCRIPTION | 3 4/01/2006 to 6/30/2006 | 4 1/01/2006 to 6/30/2006 | 5 4/01/2005 to 6/30/2005 | 6 1/01/2005 to 6/30/2005 |
3.01 | Gross sales and/or services | 3,977,301 | 7,902,029 | 3,791,650 | 7,734,912 |
3.02 | Deductions | (644,006) | (1,263,767) | (634,503) | (1,311,679) |
3.03 | Net sales and/or services | 3,333,295 | 6,638,262 | 3,157,147 | 6,423,233 |
3.04 | Cost of sales and/or services rendered | (2,362,233) | (4,684,328) | (2,193,127) | (4,515,994) |
3.05 | Gross profit | 971,062 | 1,953,934 | 964,020 | 1,907,239 |
3.06 | Operating (expenses) income | (931,315) | (1,856,854) | (889,086) | (1,767,483) |
3.06.01 | Selling | (591,646) | (1,179,550) | (557,934) | (1,109,457) |
3.06.02 | General and administrative | (118,286) | (235,405) | (114,611) | (234,013) |
3.06.03 | Financial | (57,291) | (124,489) | (63,290) | (131,584) |
3.06.03.01 | Financial income | 94,817 | 196,790 | 115,635 | 217,709 |
3.06.03.02 | Financial expenses | (152,108) | (321,279) | (178,925) | (349,293) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | (151,942) | (290,478) | (147,881) | (286,684) |
3.06.05.01 | Taxes and charges | (19,758) | (38,145) | (18,409) | (35,474) |
3.06.05.02 | Depreciation and amortization | (132,184) | (252,333) | (129,472) | (251,210) |
3.06.06 | Equity in the results of subsidiary and associated companies | (12,150) | (26,932) | (5,370) | (5,745) |
3.07 | Operating profit | 39,747 | 97,080 | 74,934 | 139,756 |
3.08 | Nonoperating results | (17,424) | (10,138) | (718) | (7,544) |
3.08.01 | Revenue | 7,796 | 21,137 | 4,829 | 4,829 |
3.08.02 | Expenses | (25,220) | (31,275) | (5,547) | (12,373) |
3.09 | Income before taxation and profit sharing | 22,323 | 86,942 | 74,216 | 132,212 |
3.10 | Provision for income tax and social contribution | (25,751) | (58,938) | (41,391) | (65,585) |
3.11 | Deferred income tax | 20,906 | 36,659 | 19,634 | 30,832 |
3.12 | Statutory profit sharing and contributions | (3,000) | (6,000) | (3,500) | (3,500) |
3.12.01 | Profit sharing | (3,000) | (6,000) | (3,500) | (3,500) |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on shareholders' equity | 0 | 0 | 0 | 0 |
3.14 | Minority Interests | 26,523 | 42,509 | 15,203 | 27,941 |
3.15 | Net income for the period | 41,001 | 101,172 | 64,162 | 121,900 |
Number of shares, ex-treasury (in thousands) | 113,771,379 | 113,771,379 | 113,522,239 | 113,522,239 | |
Net income per share | 0.00036 | 0.00089 | 0.00057 | 0.00107 | |
Loss per share |
51
8.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE DURING THE QUARTER
The Companys operating and financial information, unless otherwise indicated, is presented on a consolidated basis and denominated in Reais, in accordance with the Brazilian Corporate Law. Comparisons in this document relate to 2005 and the first quarter of 2006 results.
Highlights
Financial | Operating |
Net sales totaled R$ 3,333.3 million in the 2Q06, a 5.6% increase year-over-year; | CBD carried out an ample price revision in all of its Business Units: over 2,500 prices were revised, representing approximately 90% of the Companys sales; | |
Gross margin reached 29.1% in the quarter, due to the Easter promotional period and the strategy adopted by the Company of investing in price competitiveness; | ||
The performance of the Extra/Extra-Eletro Business Unit was one of the highlights of the period, due to the higher presence of non-food products in the sales mix; | ||
EBITDA amounted to R$ 261.5 million in the quarter, with a 7.8% margin. In the 1H06, EBITDA amounted to R$ 539.3 million, with an 8.1% margin; | ||
CBD adopted a more aggressive price reduction strategy in Rio de Janeiro so that the Sendas flag could face the stiff competition in this region; | ||
Recorded net income totaled R$41.0 million in the 2Q06 with a net margin of 1.2%. In the 1H06, it amounted to R$ 101.2 million, with a net margin of 1.5%. | ||
FIC (Financeira Itaú CBD) revenues increased 34% in the second quarter as compared to the first quarter as a result of the sales of products offered in 323 stores of CBD. | ||
Companhia Brasileira de Distribuição (CBD) is the largest Brazilian retailer, with 536 stores in 15 Brazilian states. It operates under three formats: supermarkets (Pão de Açúcar, CompreBem and Sendas), hypermarkets (Extra) and consumer electronics/home appliance stores (Extra-Eletro).
52
Sales PerformanceSame Store Sales grew 2.5% in the period. |
CBDs gross sales totaled R$ 3,977.3 million in the 2Q06, a 4.9% increase year-over-year. Net sales amounted to R$ 3,333.3 million, a 5.6% growth as compared to 2005.
Sales based on the same store concept increased 2.5% in the quarter due to the strong influence of the performance of non-food products, which continue to present fairly high growth rates (18.6%), whereas the performance of food products (-2.4%) was still influenced by price deflation in items such as meat and poultry and fresh products. The Extra/Extra-Eletro Division was one of the highlights of the period, as a result of the increase in the presence of non-food products in its sales mix.
The consumption environment is still highly retracted for the food sector, and the continued price deflation in some product categories affected the Companys sales performance. However, at the end of the quarter, CBD put into practice its price reduction strategy to increase its competitiveness, pursuing higher assets turnover and market share gains.
Note: Same-store sales figures refer to only those stores that have been operational for at least 12 months.
53
Operating Performance Focus on price competitiveness and expense reductions. |
The following comments on operating performance refer to CBD's consolidated numbers, which fully include the operating results of Sendas Distribuidora (a partnership of CBD with the Sendas chain, in the state of Rio de Janeiro).
The focus of CBDs initiatives in the first half was the reduction of expenses aimed at implementing a sustainable price competitiveness strategy, which will lead to market share gains. Part of the efficiency gains obtained to date was transferred to product prices. Coupled with that, the Company also attempted to enhance the relationship with its suppliers, based on the development of partnerships focused on growth and profitability.
These strategic initiatives are expected to be developed during the second half of 2006 and the first half of 2007, when the same store concept should reach a higher sales level.
CBD is at the beginning of the learning curve of the strategy it adopted, which is aimed at improving price competitiveness. Its consolidation will depend upon the reaction of consumers and the elasticity of sales in relation to prices. The Company believes that one decisive factor for this plan to succeed will be to consistently establish among consumers the perception of competitive prices in all its flags.
Gross margin reached 29.1% in the quarter More competitive prices have an impact on gross margin. |
Gross income amounted to R$ 971.1 million in the 2Q06, and gross margin was 29.1%, lower than the 30.5% gross margin recorded in the same period of the previous year. This performance is a result of a period in which more promotions were carried out and of a more competitive pricing policy adopted by the Company.
54
Introduced in the beginning of the year, the Dinâmica Comercial project changed the Commercial area organizational model (now Purchasing and Category Management are managed by a single executive board) and continues to present substantial advances. Its implementation was fundamental for initiating the strategy of higher competitiveness at the end of the 2Q06. CBD carried out a comprehensive price revision, which involved all Divisions, aimed at reducing discrepancies vis-à-vis the competition. As a result, over 2,500 prices were revised, representing approximately 90% of the Companys sales.
Operating Expenses Operating Expenses reached lower levels than those of 2005, net of nonrecurring expenses and additional leasing expenses. |
Selling expenses as a percentage of net sales expenses was 17.8% in the 2Q06, virtually the same level when compared to the same period in the previous year (17.7%) . Additional leasing expenses related to the leasing of 60 stores from the Diniz family, amounting to R$ 28.2 million, were not reflected in the previous year and contributed to this result. Net of this item, selling expenses would represent 16.9% in the period.
Administrative expenses fell slightly in relation to the previous year, from 3.6% to 3.5% as a percentage of net sales expenses. In absolute terms, this item increased only 3.2%, less than the sales growth in the period (5.6%) and the salary raise (5%) granted by the Company as from September 2005.
Nonrecurring expenses in turn amounted to R$ 5 million in the quarter (R$ 4 million of selling expenses and R$ 1 million of general and administrative expenses), as a result of restructuring expenses. Net of the effect of the above-mentioned leasing and nonrecurring expenses, the item operating expenses as a percentage of net sales expenses would have been 20.3% in the 2Q06 (versus 21.3% in the previous year).
Another relevant point was that sales performance was still very unfavorable to expenses dilution in the quarter.
55
7.8% EBTIDA Margin EBTIDA pressured by more competitive prices, leasing expenses and nonrecurring expenses |
In the quarter, EBITDA decreased 10.3% in comparison to the previous year and EBITDA margin was 7.8% . This performance was due to the following reasons: (i) higher amount of promotions in the quarter and the price competitiveness strategy, (ii) weak dilution of expenses due to still retracted sales, (iii) increase of leasing and nonrecurring expenses, and (iv) performance of Sendas Distribuidora.
Net of nonrecurring expenses and the leasing of the 60 stores (which were not reflected in the previous year), EBITDA would have grown 1.1%, with an EBITDA margin of 8.8% (as compared to 9.2% in the 2Q05).
Financial Income Average interest rates and debt with banks were smaller in the period. |
Financial expenses in the quarter amounted to R$ 152.1 million, corresponding to a 15.0% drop in relation to the previous year. Two events contributed to this result: the average interest rate was smaller than in the previous year and the smaller debt with banks.
Financial revenues totaled R$ 94.5 million, 18.3% lower than the revenues posted in the 2Q05, as a result of the higher amount of promotions in the quarter, primarily for selling consumer electronics (due to the World Cup), with a higher volume of installment sales by credit card, not bearing interest.
As a result, net financial expenses amounted to R$ 57.7 million, 8.9% lower than the same quarter of the previous year.
56
Equity Income FIC products amounted to R$762.4 million in receivables. Equity income is still negative, but as within expectations. |
FIC (Financeira Itaú CBD), a company that offers financial products and services for CBD customers, with a portfolio of over 4 million clients, substantially contributed to the Companys sales in the quarter.
During the period, FIC generated a negative result amounting to R$ 12.2 million for CBD, in line with expectations. Second-quarter revenues increased 34% as compared to the first quarter, consistent with the payoff curve of financing products and services. Provisions for losses were adjusted and included the client portfolio increases in the last quarters.
FIC keeps aiming at growth and increase of its active clients base, and reached 13.7% share in the Companys sales in the quarter.
As a result of the selling of financial products offered in 323 of the Companys stores, FICs receivables amounted to R$ 762.4 million in the end of the period.
It is expected that the negative results will be reduced in the second half and FIC will reach break-even in 2007. FICs current shareholders equity is an estimated R$ 86.7 million.
Non-Operating Income Closing of stores affects the results. |
Non-operating income for the quarter was a negative R$ 17.4 million, influenced by the write-off of assets related to the closing of 18 stores (R$ 25.2 million). However, this was partially offset by revenue of R$ 7.8 million related to the fulfillment of the performance goals set forth in the partnership with Itaú.
As part of the strategy adopted by the Company, which includes the pursuit of higher profitability, 18 stores were closed in the period. In addition to not being very representative in terms of sales, they had operating and financial indicators lower than the Companys average.
57
Minority Interest: Sendas Distribuidora More aggressive prices to face competition in Rio de Janeiro. |
In the 2Q06, CBD adopted a more aggressive strategy of price reduction in Rio de Janeiro to face the stiff competition in that state. This positioning had an impact on the gross margin of the Sendas flag, which was substantially lower than the Company's consolidated gross margin. In addition, the calendar effect and the lower dilution on expenses resulted in an EBITDA margin of only 2.6% in the period, lower than the 5.8% posted in the 2Q05.
The performance of Sendas Distribuidora was also strongly impacted by the high financial income (a negative R$ 38.2 million) and the non-operating result (a negative R$ 11.9 million), due to the closing of stores. As a result, net income for the quarter was a negative R$ 46.2 million, generating a minority interest income for CBD amounting to R$ 26.5 million (R$ 15.2 million in the 2Q05).
Among the Companys main efforts for the next quarters are the recovery of profitability, through productivity increase and reduction of expenses, and the consolidation of Sendas positioning in the Rio de Janeiro market.
Net Income Income is affected by the closing of stores and restructuring. |
CBD posted a R$ 41.0 million net income in the quarter, a 36.1% decrease in relation to the R$ 64.2 million net income obtained in the same period of 2005. This reduction occurred primarily due to non-operating income as a result of the closing of stores and non-recurring expenses related to restructuring expenses.
58
Investments The amount allocated in the quarter totaled R$ 142.0 million. |
In the 2Q06, CBD invested R$ 142.0 million (as compared to R$ 195.2 million in the 2Q05), primarily allocated to the construction of new stores (which will open in the second half), the renovation of stores, and the advanced acquisition of strategic land to ensure future investment plans.
In the first half, investments amounted to R$ 283.0 million as compared to R$ 334.1 million in the same period of the previous year.
Quarterly highlights were:
- Beginning of the construction of two Extra hypermarkets, one CompreBem store and two Pão de Açúcar stores, expected to be opened in the second half of 2006;
- Conversion of two Pão de Açúcar stores to the CompreBem;
- Opening of five gas stations in São Paulo and six drugstores five in São Paulo and one in Pernambuco;
- Construction of gas stations and drugstores;
- Renovation of stores;
- Acquisition of land that will be used to build new stores;
- Investments in IT and logistics.
The information contained in the tables below has not been reviewed by external auditors.
59
Gross Sales per Format (R$ thousand) |
1st Quarter | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar* | 900,529 | 22.9% | 1,012,458 | 25.7% | -11.1% | |||||
Extra | 1,956,708 | 49.9% | 1,902,936 | 48.3% | 2.8% | |||||
CompreBem | 657,501 | 16.8% | 650,157 | 16.5% | 1.1% | |||||
Extra Eletro | 76,644 | 1.9% | 68,325 | 1.7% | 12.2% | |||||
Sendas** | 333,346 | 8.5% | 309,386 | 7.8% | 7.7% | |||||
CBD | 3,924,728 | 100.0% | 3,943,262 | 100.0% | -0.5% | |||||
2th Quarter | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar* | 911,005 | 22.9% | 978,611 | 25.8% | -6.9% | |||||
Extra | 2,022,318 | 50.9% | 1,822,881 | 48.1% | 10.9% | |||||
CompreBem | 632,943 | 15.9% | 605,921 | 16.0% | 4.5% | |||||
Extra Eletro | 87,551 | 2.2% | 67,889 | 1.8% | 29.0% | |||||
Sendas** | 323,484 | 8.1% | 316,348 | 8.3% | 2.3% | |||||
CBD | 3,977,301 | 100.0% | 3,791,650 | 100.0% | 4.9% | |||||
1st Half | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar* | 1,811,534 | 22.9% | 1,991,069 | 25.7% | -9.0% | |||||
Extra | 3,979,026 | 50.4% | 3,725,817 | 48.2% | 6.8% | |||||
CompreBem | 1,290,444 | 16.3% | 1,256,078 | 16.2% | 2.7% | |||||
Extra Eletro | 164,195 | 2.1% | 136,214 | 1.8% | 20.5% | |||||
Sendas** | 656,830 | 8.3% | 625,734 | 8.1% | 5.0% | |||||
CBD | 7,902,029 | 100.0% | 7,734,912 | 100.0% | 2.2% | |||||
60
Net Sales per Format (R$ thousand) |
1st Quarter | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar | 751,948 | 22.7% | 835,688 | 25.6% | -10.0% | |||||
Extra | 1,642,121 | 49.7% | 1,567,277 | 48.0% | 4.8% | |||||
CompreBem | 558,544 | 16.9% | 543,638 | 16.6% | 2.7% | |||||
Extra Eletro | 59,626 | 1.8% | 51,314 | 1.6% | 16.2% | |||||
Sendas* | 292,728 | 8.9% | 268,169 | 8.2% | 9.2% | |||||
CBD | 3,304,967 | 100.0% | 3,266,086 | 100.0% | 1.2% | |||||
2th Quarter | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar | 755,975 | 22.7% | 808,033 | 25.6% | -6.4% | |||||
Extra | 1,690,149 | 50.8% | 1,512,706 | 48.0% | 11.7% | |||||
CompreBem | 534,129 | 16.0% | 509,211 | 16.1% | 4.9% | |||||
Extra Eletro | 68,298 | 2.0% | 51,481 | 1.6% | 32.7% | |||||
Sendas* | 284,743 | 8.5% | 275,716 | 8.7% | 3.3% | |||||
CBD | 3,333,295 | 100.0% | 3,157,147 | 100.0% | 5.6% | |||||
1st Half | 2006 | % | 2005 | % | Var.(%) | |||||
Pão de Açúcar | 1,507,923 | 22.7% | 1,643,721 | 25.6% | -8.3% | |||||
Extra | 3,332,270 | 50.2% | 3,079,983 | 48.0% | 8.2% | |||||
CompreBem | 1,092,673 | 16.5% | 1,052,849 | 16.3% | 3.8% | |||||
Extra Eletro | 127,924 | 1.9% | 102,795 | 1.6% | 24.4% | |||||
Sendas* | 577,471 | 8.7% | 543,885 | 8.5% | 6.2% | |||||
CBD | 6,638,262 | 100.0% | 6,423,233 | 100.0% | 3.3% | |||||
61
Sales Breakdown (% of Net Sales) |
2006 | 2005 | |||||||||||
1st Q | 2nd Q | 1st H | 1st Q | 2nd Q | 1st H | |||||||
Cash | 50.0% | 48.8% | 49.4% | 51.8% | 50.5% | 51.2% | ||||||
Credit Card | 38.1% | 39.2% | 38.6% | 36.5% | 36.7% | 36.5% | ||||||
Food Voucher | 7.9% | 7.7% | 7.8% | 7.3% | 7.4% | 7.4% | ||||||
Credit | 4.0% | 4.3% | 4.2% | 4.4% | 5.4% | 4.9% | ||||||
Post-dated Checks | 2.2% | 2.1% | 2.2% | 3.0% | 3.2% | 3.1% | ||||||
Installment Sales | 1.8% | 2.2% | 2.0% | 1.4% | 2.2% | 1.8% |
Stores by Format |
Pão de | Extra- | Sales | Number of | |||||||||||||
Açúcar | Extra | Eletro | CompreBem | Sendas | CBD | Area (m2) | Employees | |||||||||
12/31/2005 | 185 | 79 | 50 | 176 | 66 | 556 | 1,206,254 | 62,803 | ||||||||
Opened | 1 | 1 | ||||||||||||||
Closed | (2) | (1) | (3) | |||||||||||||
Converted | - | |||||||||||||||
03/31/2006 | 183 | 80 | 50 | 175 | 66 | 554 | 1,206,632 | 61,344 | ||||||||
Opened | - | |||||||||||||||
Closed | (13) | (2) | (3) | (18) | ||||||||||||
Converted | (2) | 2 | - | |||||||||||||
06/30/2006 | 168 | 80 | 50 | 175 | 63 | 536 | 1,181,516 | 60,618 | ||||||||
62
09.01 INVESTMENT IN SUBSIDIARY AND/OR ASSOCIATED COMPANIES
1 ITEM | 2 NAME OF COMPANY | 3 BRAZILIAN REVENUE SERVICE REGISTRY OF LEGAL ENTITIES - CNPJ | 4 CLASSIFICATION | 5 - % PARTICIPATION IN THE CAPITAL OF THE INVESTEE | 6 - % OF NET EQUITY OF THE INVESTOR |
7 TYPE OF COMPANY | 8 NUMBER OF SHARES IN THE CURRENT QUARTER (Thousand) |
9 NUMBER OF SHARES IN THE PRIOR QUARTER (Thousand) |
01 | NOVASOC COMERCIAL LTDA. | 03.139.761/0001-17 | PRIVATELY-HELD ASSOCIATED | 10.00 | -1.18 |
COMMERCIAL, INDUSTRIAL AND OTHER | 1 | 1 |
02 | SÉ SUPERMERCADOS LTDA. | 01.545.828/0001-98 | PRIVATELY-HELD SUBSIDIARY | 91.92 | 27.42 |
COMMERCIAL, INDUSTRIAL AND OTHER | 1,133,990 | 1,133,990 |
03 | SENDAS DISTRIBUIDORA S.A. | 06.057.223/0001-71 | PRIVATELY-HELD SUBSIDIARY | 42.47 | 13.18 |
COMMERCIAL, INDUSTRIAL AND OTHER | 450,001 | 450,001 |
04 | VERSALHES COM. PROD. ELETRÔNICOS LTDA. |
07.145.984/0001-48 | PRIVATELY-HELD SUBSIDIARY | 90.00 | -0.04 |
COMMERCIAL, INDUSTRIAL AND OTHER | 10 | 10 |
63
10.01 - CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUE
1 Item | 01 |
2 - Issue order number | 5th |
3 Registration number with CVM | SRE/DEB/2002/038 |
4 Date of registration with CVM | 11/13/2002 |
5 Issued series | 1 |
6 Type | Simple |
7 Nature | Public |
8 - Issue date | 10/1/2002 |
9 - Due date | 10/1/2007 |
10 Type of debenture | Without preference |
11 Remuneration conditions prevailing | DI + 0.95% p.a. |
12 Premium/discount | |
13 Nominal value (reais) | 10,375.25 |
14 Issued amount (Thousands of reais) | 416,556 |
15 Number of debentures issued (unit) | 40,149 |
16 Outstanding debentures (unit) | 40,149 |
17 Treasury debentures (unit) | 0 |
18 Redeemed debentures (unit) | 0 |
19 Converted debentures (unit) | 0 |
20 Debentures to be placed (unit) | 0 |
21 - Date of last renegotiation | 9/9/2004 |
22 - Date of next event | 10/1/2006 |
64
16.01 - OTHER SIGNIFICANT INFORMATION
SHAREHOLDING STATUS ON JUNE 30, 2006
Companhia Brasileira de Distribuição
SHAREHOLDERS | COMMON | % ON COMMON CAPITAL |
PREFERRED | % ON PREFERRED CAPITAL |
TOTAL | % TOTAL |
VIERI EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. | 32,700,000,000 | 65.610050% | 0 | 0.000000% | 32,700,000,000 | 28.741851% |
PENINSULA PARTICIPAÇÕES LTDA. | 1,392,087,129 | 2.793116% | 1,298,759,628 | 2.031488% | 2,690,846,757 | 2.365135% |
MASMANIDIS PARTICIPAÇÕES LTDA. | 14,309,588,419 | 28.711095% | 0 | 0.000000% | 14,309,588,419 | 12.577494% |
SEGISOR | 1,000 | 0.000002% | 2,067,946,860 | 3.234631% | 2,067,947,860 | 1.817635% |
ABILIO DOS SANTOS DINIZ | 15 | 0.000000% | 0 | 0.000000% | 15 | 0.000000% |
JOÃO PAULO S. DINIZ | 10 | 0.000000% | 8,900,000 | 0.013921% | 8,900,010 | 0.007823% |
ANA MARIA S. DINIZ DÀVILA | 10 | 0.000000% | 40,500,000 | 0.063349% | 40,500,010 | 0.035598% |
PEDRO PAULO S. DINIZ | 0 | 0.000000% | 360,850 | 0.000564% | 360,850 | 0.000317% |
RIO SOE | 1,407,912,871 | 2.824870% | 0 | 0.000000% | 1,407,912,871 | 1.237493% |
APART NEW | 0 | 0.000000% | 5,474,058 | 0.008562% | 5,474,058 | 0.004811% |
FLYLIGHT | 0 | 0.000000% | 160,314,807 | 0.250760% | 160,314,807 | 0.140910% |
ONYX 2006 PARTICIPAÇÕES LTDA. | 0 | 0.000000% | 6,253,190,000 | 9.781085% | 6,253,190,000 | 5.496277% |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. | 0 | 0.000000% | 4,263,896,304 | 6.669481% | 4,263,896,304 | 3.747776% |
SPLENDOUR | 0 | 0.000000% | 4,000,000,000 | 6.256701% | 4,000,000,000 | 3.515823% |
ADMINIST. | 95 | 0.000000% | 60,370,010 | 0.094429% | 60,370,105 | 0.053063% |
OTHER | 30,336,139 | 0.060867% | 45,771,740,228 | 71.595026% | 45,802,076,367 | 40.257995% |
TOTAL | 49,839,925,688 | 100.00% | 63,931,452,745 | 100.00% | 113,771,378,433 | 100.00% |
SHAREHOLDING STATUS ON JUNE 30,.2006
Parent Companies Board of Directors - Supervisory Board
(spouses, companions and dependants)
SHAREHOLDERS | COMMON SHARES | PREFERRED SHARES | TOTAL | |||
AMOUNT | % | AMOUNT | % | AMOUNT | % | |
PARENT COMPANY | 49,809,589,454 | 99.94% | 18,099,342,507 | 28.31% | 67,908,931,961 | 59.69% |
BOARD OF DIRECTORS | 95 | 0.00% | 1,690,010 | 0.00% | 1,690,105 | 0.00% |
EXECUTIVE BOARD | 0 | 0.00% | 58,680,000 | 0.09% | 58,680,000 | 0.05% |
OTHER | 30,336,139 | 0.06% | 45,771,740,228 | 71.60% | 45,802,076,367 | 40.26% |
TOTAL | 49,839,925,688 | 100.00% | 63,931,452,745 | 100.00% | 113,771,378,433 | 100.00% |
OUTSTANDING SHARES | 30,336,139 | 0.06% | 45,771,740,228 | 71.60% | 45,802,076,367 | 40.26% |
65
16.01 - OTHER SIGNIFICANT INFORMATION (Continued)
SHAREHOLDING STATUS ON JUNE.30,.2005
Parent Companies Board of Directors - Supervisory Board
(spouses, companions and dependants)
SHAREHOLDERS | COMMON | PREFERRED | TOTAL | |||
AMOUNT | % | AMOUNT | % | AMOUNT | % | |
PARENT COMPANY | 49,809,589,449 | 99.94 | 13,845,946,203 | 21.74 | 63,655,535,652 | 56.07 |
BOARD OF DIRECTORS | 80 | 0.00 | 16,650,850 | 0.03 | 16,650,930 | 0.01 |
EXECUTIVE BOARD | - | 0.00 | 151,930,000 | 0.24 | 151,930,000 | 0.13 |
OTHER | 30,336,159 | 0.06 | 49,667,786,692 | 77.99 | 49,698,122,851 | 43.78 |
TOTAL | 49,839,925,688 | 100.00 | 63,682,313,745 | 100.00 | 113,522,239,433 | 100.00 |
OUTSTANDING SHARES | 30,336,239 | 0.06 | 49,836,367,542 | 78.26 | 49,866,703,781 | 43.93 |
VIERI EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
Members | Common units of interest | Preferred units of interest | Total | |||
Amount | % | Amount | % | Amount | % | |
MASMANIDIS PARTICIPAÇÕES LTDA | 10,187,500,000 | 50.00 | 10,125,000,000 | 82.15 | 20,312,500,000 | 62.12 |
PENÍNSULA PARTICIPAÇÕES LTDA | 10,187,500,000 | 50.00 | 0 | 0 | 10,187,500,000 | 31.15 |
SEGISOR | 0 | 0 | 2,200,000,000 | 17.85 | 2,200,000,000 | 6.73 |
Total | 20,375,000,000 | 100.00 | 12,325,000,000 | 100.00 | 32,700,000,000 | 100.00 |
MASMANIDIS PARTICIPAÇÕES LTDA.
MEMBERS | Units of Interest | % |
SEGISOR | 3,302,551,043 | 100.00 |
FRANCIS MAUGER | 1 | |
TOTAL | 3,302,551,044 | 100.00 |
66
16.01 - OTHER SIGNIFICANT INFORMATION (Continued)
AD Península Empreendimentos e ParticipaÇÕes Ltda.
Members | Units of interest | % |
ABILIO DOS SANTOS DINIZ | 458,496,346 | 99.98 |
ANA MARIA F. DOS SANTOS DINIZ D`ÁVILA |
1 | 0.02 |
TOTAL | 458,496,347 | 100.00 |
Península ParticipaÇÕes Ltda.
Members | Common units of interest | Preferred units of interest | Total | |||
Amount | % | Amount | % | Amount | % | |
ABILIO DOS SAN TOS DINIZ | 200,000 | 0.16 | 1 | 20.00 | 200,001 | 0.16 |
JOÃO PAULO F. DOS SANTOS DINIZ | 30,171,223 | 24.96 | 1 | 20.00 | 30,171,224 | 24.96 |
ANA MARIA F. DOS SANTOS DINIZ D`ÁVILA | 30,171,223 | 24.96 | 1 | 20.00 | 30,171,224 | 24.96 |
PEDRO PAULO F. DOS SANTOS DINIZ | 30,171,223 | 24.96 | 1 | 20.00 | 30,171,224 | 24.96 |
ADRIANA F. DOS SANTOS DINIZ | 30,171,223 | 24.96 | 1 | 20.00 | 30,171,224 | 24.96 |
TOTAL | 120,884,892 | 100.00 | 5 | 100.00 | 120,884,897 | 100.00 |
ONYX 2006 PARTICIPAÇÕES LTDA.
Members | Units of interest | % |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA | 519,760,367 | 99.98 |
ABILIO DOS SANTOS DINIZ | 10,001 | 0.02 |
Total | 519,770,368 | 100.00 |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
Members | Units of interest | % |
ABILIO DOS SANTOS DINIZ | 37,540,774 | 6.97 |
AD PENÍNSULA EMPREENDIMENTOS E PARTICIPAÇÕES LTDA | 232,825,331 | 43.19 |
PENÍNSULA PARTICIPAÇÕES LTDA | 268,679,490 | 49.84 |
Total | 539,045,595 | 100.00 |
67
16.01 - OTHER SIGNIFICANT INFORMATION (Continued)
SEGISOR
Shareholders | % |
Casino Guichard Perrachon (*) | 99.99 |
Other | 0.01 |
Total | 100.00 |
17.01 - UNQUALIFIED REPORT ON THE SPECIAL REVIEW
A free translation from Portuguese into English of Special Review Report of Independent Auditors on quarterly financial information prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil and specific norms issued by IBRACON (Institute of Independent Auditors of Brazil), CFC (Federal Board of Accountancy) and CVM (Brazilian Securities Exchange Commission) |
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
Companhia Brasileira de Distribuição
1. |
We have performed a special review of the accompanying Quarterly Financial Information (ITR) of Companhia Brasileira de Distribuição (the Company) and of Companhia Brasileira de Distribuição and
subsidiaries for the quarter and six-month period ended June 30, 2006, including the balance sheets, statements of income, report on the Companys performance and other significant information prepared by Company management, in accordance with
accounting practices adopted in Brazil. The quarterly financial information of investees Pão de Açúcar Fundo de Investimento em Direitos Creditórios and Miravalles Empreendimentos e ParticipaÇÕes S.A. for
the quarter ended June 30, 2006 were reviewed by other independent auditors. Our special review report, insofar as it relates to the amounts of assets, liabilities and results of those investees, is based solely on the limited reviews of those
independent auditors. |
2. |
Our review was conducted in accordance with the specific procedures determined by the Institute of Independent Auditors of Brazil (IBRACON) and the Federal Board of Accountancy (CFC), and included principally: (a) inquiries
of and discussions with the management responsible for the Companys accounting, financial and operating areas regarding the criteria adopted for the preparation of the quarterly information and (b) review of information and subsequent events
which have or might have significant effects on the Companys operations and financial position. |
3. |
Based on our special review and on the limited review reports issued by other independent auditors, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with
accounting practices adopted in Brazil and with Brazilian Securities and Exchange Commission (CVM) regulations specifically applicable to the preparation of Quarterly Financial Information. |
69
4. |
Our review was carried out to enable us to issue a report on the special review of the Quarterly Financial Information, referred to in the first paragraph, taken as a whole. The statements of cash flows and of added value of Companhia Brasileira de
Distribuição and of Companhia Brasileira de Distribuição and subsidiaries for the six-month periods ended June 30, 2006 and 2005, prepared in accordance with the accounting practices adopted in Brazil, which are presented
to provide supplementary information about the Company and its subsidiaries, are not required as an integral part of the Quarterly Financial Information. These statements were submitted to the review procedures described in the second paragraph and,
based on our review and on the quarterly information reviewed by other independent auditors, we are not aware of any material modification that should be made to these supplementary statements for them to be fairly disclosed, in all material
respects, with regard to the Quarterly Financial Information for the quarter and six-month period ended June 30, 2006, taken as a whole. |
São Paulo, August 4, 2006
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6
Sergio Ricardo Romani
Partner CRC -1RJ072321/S-0
70
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY
Associated/Affiliated Company: NOVASOC COMERCIAL LTDA.
See ITR 08.01 Comments on Consolidated Performance
71
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY (Continued)
Associated/Affiliated Company: SÉ SUPERMERCADOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
72
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY (Continued)
Associated/Affiliated Company: SENDAS DISTRIBUIDORA S.A.
See ITR 08.01 Comments on Consolidated Performance
73
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY (Continued)
Associated/Affiliated Company: VERSALHES COM. PROD. ELETRÔNICOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
74
Contents
75
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: August 9, 2006 | By: /s/ Enéas César Pestana Neto Name: Enéas César Pestana Neto Title: Administrative Director | |
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.