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 2005
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
Companhia Brasileira de Distribuição
Report of Independent Accountants
on the Limited Review of the
Quarterly Information (ITR)
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 standards issued by IBRACON (Institute of Independent Auditors of Brazil), CFC (Federal Board of Accountancy) and CVM (Brazilian Security Exchange Commission) |
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS
To the1. |
We have conducted a special review of the quarterly information (ITR) of Companhia Brasileira de Distribuição (Company) and Companhia Brasileira de Distribuição and its subsidiaries, for the quarter and six-month period
ended June 30, 2005, which comprised the balance sheets, statements of income, report on the company´s performances and other relevant information, prepared by the company´s management in accordance with the accounting practices adopted
in Brazil. The financial information related to Pão de Açúcar Fundo de Investimento em Direitos Creditórios, the Company´s investment in which amounts to R$170,278 thousand as of June 30, 2005 (R$165,743 thousand as
of March 31, 2005) and the corresponding results of which amount to R$4,535 thousand for the quarter and R$11,836 thousand for the six-month period ended June 30, 2005 (R$25,948 thousand for the quarter and R$31,189 thousand for the six-month period
ended June 30, 2004) were reviewed by other independent auditors. At June 30, 2005, total assets and net income for the six-month period then ended, resulting from this investee, represent 8.1% and 9.7%, respectively, in relation to the
Company´s consolidated quarterly information (7.1% of net income for the quarter ended June 30, 2005, 36.2% for the six-month period ended June 30, 2004 and 44.6% for the quarter ended June 30, 2004). Likewise, the quarterly information of
Miravalles Empreendimentos e Participações S.A., the Company´s investment in which amounts to R$72,448 thousand as of June 30, 2005 (R$77,864 thousand as of March 31, 2005) and the losses of which, calculated through the equity
pick-up method, total R$5,416 thousand for the quarter and R$5,791 thousand for the six-month period ended June 30, 2005, were reviewed by other independent auditors. At June 30, 2005, total assets and net income for the six-month period then ended
of the referred to investee represent, respectively, 0.7% and 4.8% in relation to the Company´s consolidated quarterly information (0.7% of assets as of March 31, 2005 and 8.4% of net income for the quarter ended June 30, 2005). Our special
review report concerning assets, liabilities and result of operations of said investees is exclusively based on the special review report of such independent auditors. |
2. |
Our review was conducted in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Board of Accountancy (CFC), and consisted principally of: (a) inquiries of and
discussions with management responsible for the Companys accounting, financial and operational areas, in respect to the main criteria adopted for preparing the Quarterly Information; and (b) review of information and subsequent events which
have, or could have, relevant effects on the Companys financial position and operations. |
3. |
Based on our special review and on the limited review report of the other independent auditors, we are not aware of any material modification that should be made to the above mentioned Quarterly Information for it to comply with the accounting
practices adopted in Brazil and regulations established by the Brazilian Securities Commission (CVM) specifically concerning the disclosure of Quarterly Information. |
4. |
Our review was carried out to enable us to issue a report on the special review of the Quarterly Information ITR referred to in the first paragraph, taken as a whole. The statements of changes of cash flow and of added value of Companhia
Brasileira de Distribuição and Companhia Brasileira de Distribuição and its subsidiaries, for the six-month period ended June 30, 2005 and 2004, prepared in accordance with the accounting practices adopted in Brazil,
presented to provide supplementary information about the Company and its subsidiaries, are not a required component of the Quarterly Information. These statements were submitted to the review procedures described in the second paragraph and, based
on our review and based on the informations from the quarterly information reviewed by other independent auditors, we are not aware of any significant adjustment to be made to these supplementary statements for them to be fairly presented, in all
material respects, in relation to the Quarterly Information for the quarter ended June 30, 2005 and 2004 |
São Paulo, August 5, 2005
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6
Sergio Ricardo Romani
Accountant CRC 1RJ072321/S-0
2
FEDERAL GOVERNMENT SERVICE | Unaudited Corporation | |
BRAZILIAN SECURITIES COMMISSION (CVM) | Legislation June 30, 2005 | |
QUARTERLY FINANCIAL INFORMATION (ITR) | ||
COMMERCIAL, INDUSTRIAL AND OTHER |
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 |
8 TELEPHONE 3886-0533 |
9 TELEPHONE |
10 TELEX | |
11 AREA CODE 011 |
13 FAX 3884-7177 |
14 - FAX | ||
15 E-MAIL cbd .ri@paodeacucar.com.br |
01.03 INVESTOR RELATIONS OFFICER (Company Mail Address)
1 NAME Fernando Queiroz Tracanella |
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 |
1/1/2005 | 12/31/2005 | 2 | 4/1/2005 | 6/30/2005 | 1 | 1/1/2005 | 03/31/2005 |
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 06/30/2005 |
Prior quarter 03/31/2005 |
Same quarter in prior year 06/30/2004 |
Subscribed Capital | |||
1 Common | 49,839,926 | 63,470,811 | 63,470,811 |
2 Preferred | 63,682,313 | 50,051,428 | 50,051,428 |
3 Total | 113,522,239 | 113,522,239 | 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 119 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 PARTICIPAÇ;ÕES 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 |
01 | Board Meeting | 04.29.2005 | Dividends | 06.22.2005 | ON | 0.0007513800 |
02 | Board Meeting | 04.29.2005 | Dividends | 06.22.2005 | PN | 0.0008265200 |
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 ISSUE DATE (IN REAIS) |
01 | 04/29/2005 | 3,673,795 | 164,374 | Income Reserve | 0 | 0.0000000000 |
01.10 INVESTOR RELATIONS OFFICER
1 DATE 08/08/2005 |
2 SIGNATURE |
3
A free translation from Portuguese into English of quarterly financial information prepared in Brazilian currency in
accordance with the accounting practices adopted in Brazil and specific norms issued by IBRACON,
CFC and CVM |
FEDERAL GOVERNMENT SERVICE | Unaudited | |
BRAZILIAN SECURITIES COMMISSION (CVM) | Corporation | |
QUARTERLY FINANCIAL INFORMATION (ITR) | Legislation | |
COMMERCIAL, INDUSTRIAL AND OTHER | June 30, 2005 |
01.01 - Identification
1 - CVM CODE 01482-6 |
2 Name COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
3 Brazilian Revenue Service Registry of Legal Entities - CNPJ 47.508.411/0001-56 |
02.01 - Balance Sheet - Assets (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2005 | 4 - 3/31/2005 |
1 | Total assets | 8,506,535 | 8,833,952 |
1.01 | Current assets | 1,920,674 | 2,405,628 |
1.01.01 | Available funds | 218,416 | 573,014 |
1.01.01.01 | Cash and banks | 45,598 | 53,558 |
1.01.01.02 | Financial investments | 172,818 | 519,456 |
1.01.02 | Receivables | 955,614 | 1,020,657 |
1.01.02.01 | Trade accounts receivable | 370,463 | 405,203 |
1.01.02.02 | Advances to suppliers and employees | 42,763 | 31,002 |
1.01.02.03 | Taxes recoverable | 371,206 | 393,463 |
1.01.02.04 | Other receivables | 171,182 | 190,989 |
1.01.03 | Inventories | 712,751 | 771,586 |
1.01.04 | Other | 33,893 | 40,371 |
1.01.04.01 | Prepaid expenses | 33,893 | 40,371 |
1.02 | Long-term receivables | 1,297,428 | 1,177,040 |
1.02.01 | Sundry receivables | 483,274 | 436,896 |
1.02.01.01 | Receivables securitization fund | 170,278 | 165,743 |
1.02.01.02 | Deferred income tax | 82,904 | 75,367 |
1.02.01.03 | Judicial deposits | 179,088 | 172,662 |
1.02.01.04 | Other accounts receivable | 47,773 | 19,295 |
1.02.01.05 | Prepaid expenses | 3,231 | 3,829 |
1.02.02 | Receivables from related companies | 814,154 | 740,144 |
1.02.02.01 | Associated companies | 0 | 0 |
1.02.02.02 | Subsidiary companies | 814,154 | 740,144 |
1.02.02.02.01 | Subsidiary companies | 814,154 | 740,144 |
1.02.02.03 | Other related companies | 0 | 0 |
1.02.03 | Other | 0 | 0 |
1.03 | Permanent assets | 5,288,433 | 5,251,284 |
1.03.01 | Investments | 1,023,126 | 1,022,219 |
1.03.01.01 | Associated companies | 0 | 0 |
1.03.01.02 | Subsidiary companies | 1,023,126 | 1,022,160 |
1.03.01.03 | Other | 0 | 59 |
1.03.01.03.01 | Investments in Other Companies | 0 | 59 |
1.03.02 | Property and equipment | 3,814,333 | 3,750,055 |
1.03.02.01 | Land | 814,609 | 808,875 |
1.03.02.02 | Buildings | 1,841,885 | 1,834,967 |
1.03.02.03 | Building improvements | 640,039 | 610,712 |
1.03.02.04 | Equipment | 301,882 | 300,530 |
1.03.02.05 | Installations | 77,248 | 76,686 |
1.03.02.06 | Furniture and fixtures | 82,808 | 79,044 |
1.03.02.07 | Vehicles | 890 | 1,107 |
1.03.02.08 | Work in Progress | 51,329 | 34,295 |
1.03.02.09 | Other | 3,643 | 3,839 |
1.03.03 | Deferred charges | 450,974 | 479,010 |
4
02.02 - Balance Sheet - Liabilities and Shareholders' Equity (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2005 | 4 3/31/2005 |
2 | Total liabilities and shareholders' equity | 8,506,535 | 8,833,952 |
2.01 | Current liabilities | 2,063,552 | 2,147,687 |
2.01.01 | Loans and financing | 852,224 | 608,316 |
2.01.02 | Debentures | 65,028 | 44,580 |
2.01.03 | Suppliers | 786,322 | 1,059,945 |
2.01.04 | Taxes, charges and contributions | 75,514 | 62,658 |
2.01.04.01 | Taxes on sales | 1,671 | 356 |
2.01.04.02 | Tax installments | 44,278 | 43,334 |
2.01.04.03 | Provision for income tax | 29,565 | 18,968 |
2.01.05 | Dividends payable | 4,905 | 89,059 |
2.01.06 | Provisions | 51,134 | 50,783 |
2.01.06.01 | Provision for net capital deficiency | 51,134 | 50,783 |
2.01.07 | Payables to related companies | 27,627 | 36,252 |
2.01.07.01 | Payables to related companies | 27,627 | 36,252 |
2.01.08 | Other liabilities | 200,798 | 196,094 |
2.01.08.01 | Salaries and related contributions | 125,683 | 110,221 |
2.01.08.02 | Public services | 4,236 | 4,530 |
2.01.08.03 | Rents | 13,799 | 13,793 |
2.01.08.04 | Advertising | 2,821 | 2,731 |
2.01.08.05 | Insurance | 720 | 4,414 |
2.01.08.06 | Purchase of assets | 11,921 | 5,125 |
2.01.08.07 | Other accounts payable | 41,618 | 55,280 |
2.02 | Long-term liabilities | 2,270,093 | 2,577,537 |
2.02.01 | Loans and financing | 516,529 | 835,338 |
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 | 1,352,074 | 1,340,709 |
2.02.05.01 | Provision for contingencies | 934,934 | 909,013 |
2.02.05.02 | Tax installments | 309,946 | 314,175 |
2.02.05.03 | Purchase of assets | 3,193 | 3,146 |
2.02.05.04 | Others | 104,001 | 114,375 |
2.03 | Deferred income | 0 | 0 |
2.05 | Shareholders' equity | 4,172,890 | 4,108,728 |
2.05.01 | Paid-up capital | 3,673,795 | 3,509,421 |
2.05.02 | Capital reserves | 0 | 0 |
2.05.02.01 | Tax Incentives | 0 | 0 |
2.05.02.02 | Subscription bonus | 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 | 499,095 | 599,307 |
2.05.04.01 | Legal | 105,948 | 105,948 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For contingencies | 0 | 0 |
2.05.04.04 | Unrealized profits | 4,069 | 4,069 |
2.05.04.05 | Retention of profits | 148,618 | 341,353 |
2.05.04.06 | Special for undistributed dividends | 0 | 0 |
2.05.04.07 | Other | 240,460 | 147,937 |
2.05.04.07.01 | Reserve for expansion | 240,460 | 147,937 |
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 04/01/2005 to 06/30/2005 | 4 01/01/2005 to 06/30/2005 | 5 04/01/2004 to 06/30/2004 | 6 01/01/2004 to 06/30/2004 |
3.01 | Gross sales and/or services | 2,666,917 | 5,455,386 | 2,594,831 | 5,140,091 |
3.02 | Deductions | (465,122) | (962,427) | (499,488) | (964,441) |
3.03 | Net sales and/or services | 2,201,795 | 4,492,959 | 2,095,343 | 4,175,650 |
3.04 | Cost of sales and/or services rendered | (1,539,896) | (3,183,835) | (1,473,450) | (2,961,090) |
3.05 | Gross profit | 661,899 | 1,309,124 | 621,893 | 1,214,560 |
3.06 | Operating (expenses) income | (572,010) | (1,142,236) | (544,355) | (1,111,622) |
3.06.01 | Selling | (364,325) | (728,176) | (328,719) | (650,631) |
3.06.02 | General and administrative | (71,400) | (146,627) | (84,075) | (174,912) |
3.06.03 | Financial | (36,184) | (75,996) | (31,116) | (95,425) |
3.06.03.01 | Financial income | 95,440 | 176,471 | 81,413 | 148,774 |
3.06.03.02 | Financial expenses | (131,624) | (252,467) | (112,529) | (244,199) |
3.06.04 | Other operating income | 0 | 0 | 0 | 0 |
3.06.05 | Other operating expenses | (105,499) | (204,219) | (98,275) | (188,323) |
3.06.05.01 | Other taxes and charges | (9,296) | (17,783) | (8,087) | (16,519) |
3.06.05.02 | Depreciation and amortization | (95,843) | (187,519) | (90,616) | (176,588) |
3.06.05.03 | Gain (loss) on investment in subsidiary company | (360) | 1,083 | 428 | 4,784 |
3.06.06 | Equity in the results of subsidiary and associated companies | 5,398 | 12,782 | (2,170) | (2,331) |
3.07 | Operating profit | 89,889 | 166,888 | 77,538 | 102,938 |
3.08 | Nonoperating results | 4,829 | 2,671 | (323) | (194) |
3.08.01 | Revenue | 4,829 | 4,829 | 0 | 129 |
3.08.02 | Expenses | 0 | (2,158) | (323) | (323) |
3.09 | Income before taxation and profit sharing | 94,718 | 169,559 | 77,215 | 102,744 |
3.10 | Provision for income tax and social contribution | (34,593) | (53,561) | (19,644) | (24,072) |
3.11 | Deferred income tax | 7,537 | 9,402 | 648 | 7,452 |
3.12 | Statutory profit sharing and contributions | (3,500) | (3,500) | 0 | 0 |
3.12.01 | Profit sharing | (3,500) | (3,500) | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of interest on shareholders' equity | 0 | 0 | 0 | 0 |
3.15 | Net income for the quarter/six-month period | 64,162 | 121,900 | 58,219 | 86,124 |
Number of shares, ex-treasury (in thousands) | 113,522,239 | 113,522,239 | 113,522,239 | 113,522,239 | |
Net income per share | 0.00057 | 0.00107 | 0.00051 | 0.00076 | |
Loss per share |
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") operates primarily as a retailer of food, apparel, home appliances and other products through its chain of hypermarkets, supermarkets, specialized and department stores primarily under the trade names "Pão de Açúcar", "Extra", "Barateiro", "Comprebem", "ExtraEletro" and Sendas. At June 30, 2005, the Company had 553 stores in operation (546 stores in March 31, 2005), of which 372 are owned by the Company, 7 stores are operated by the subsidiary Novasoc Comercial Ltda., ("Novasoc"), 60 stores are operated by the subsidiary Sé Supermercados Ltda., ("Sé"), 8 stores are operated by the subsidiary Companhia Pernambucana de Alimentação ("CIPAL") and 106 stores are operated by Sendas Distribuidora S.A. ("Sendas Distribuidora").
On December 3, 2003, an Investment and Association Agreement was entered into with Sendas S.A. ("Sendas"). As a result of such agreement, on February 1, 2004, the subsidiary Sendas Distribuidora, which concentrates retailing activities of the Company and of Sendas in the State of Rio de Janeiro, began its operations.
According to the relevant fact disclosed on July 27, 2004, a Memorandum of Understanding was executed between Banco Itaú Holding Financeira S.A. ("Itaú") and the Company, for partnership formation with the creation of a new financial
institution in the market named Financeira Itaú CBD S.A. ("FIC"). This financial institution deals in structuring and trading of financial and related products and services for CBD customers, on an exclusiveness basis.
See Note 7 (d).
At April 29, 2005, the Company and the São Paulo Coffee and Citrus Grower Cooperative (COOPERCITRUS) entered into an agreement for leasing of commercial establishments, comprising 7 stores and 3 fuel stations located in the mid-west region of the State of São Paulo. The final format of the transaction with COOPERCITRUS is under analysis.
7
2. Significant Accounting Policies and Consolidation Criteria
The quarterly information is the responsibility of the Companys management and has been prepared in accordance with the provisions established by the Brazilian Corporation Law and specific norms issued by the Brazilian Securities Commission (CVM), based on the same accounting principles and practices used for preparing annual financial statements.
Investments corresponding to the equity in the results of investees, and intercompany transactions have been eliminated on consolidation of the financial information of the Company and its subsidiaries Novasoc, Sé, CIPAL, Sendas Distribuidora, Pão de Açúcar Fundo de Investimento em Direitos Creditórios ("Securitization Fund"), Otimix and Versalhes Comércio de Produtos Eletrônicos Ltda. (Versalhes).
In accordance with CVM Instruction No. 408/2004, the Company has included the Securitization Fund on consolidation of its quarterly information at June 30, 2005 and March 31, 2005. Accordingly, certain modifications have been made to the June 30, 2004 and March 31, 2004 consolidated statement of income, presented for comparative purposes, thereby including the Securitization Fund amounts as of that date. The Securitization Funds results of operation were consolidated in net financial income/expenses. See Note 3 (b).
In accordance with CVM Instruction No. 247/96, financial information of the subsidiary Nova Saper Participações Ltda. ("Nova Saper") has not been included in the consolidated financial reporting of the Company, given that it does not represent any significant change to the consolidated economic unit.
The subsidiary Sendas Distribuidora has been fully consolidated, based on the shareholders agreement whereby it is incumbent on the Company to conduct the operational and administrative management, as well as to have prevailing decision when electing or removing officers. Equity investment takes into consideration an equity interest of 42.57% of the capital.
8
2. Significant Accounting Policies and Consolidation Criteria - Continued
In preparing financial information, the use of estimates for determining and recording certain assets, liabilities, and other transactions is required. These financial information, Parent company and Consolidated, include therefore various estimates, the main ones related to determination of useful lives of property and equipment items, provisions for contingencies, provisions for income tax and other similar items. The final results of these transactions and information, when the respective realization occurs in subsequent periods, could differ from these estimates.
9
3. Trade Accounts Receivable
a) Composition
Parent Company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
Current | ||||||||
Credit card | 143,949 | 144,795 | 192,100 | 216,215 | ||||
Customer credit financing | 144,612 | 115,120 | 156,999 | 124,146 | ||||
Sales vouchers and others | 6,719 | 43,927 | 13,744 | 51,295 | ||||
Installment sales | 12,080 | 16,861 | 23,743 | 31,251 | ||||
Accounts receivable - parent and | ||||||||
subsidiaries | 77,902 | 93,122 | - | - | ||||
Allowance for doubtful accounts | (14,799) | (8,622) | (17,526) | (10,431) | ||||
370,463 | 405,203 | 369,060 | 412,476 | |||||
Accounts receivable Securitizaton Fund | - | - | 633,358 | 698,871 | ||||
Allowance for doubtful accounts | - | - | (5,564) | (10,497) | ||||
- | - | 627,794 | 688,374 | |||||
370,463 | 405,203 | 996,854 | 1,100,850 | |||||
Noncurrent | ||||||||
Customer credit financing and others | 47,773 | 19,295 | 49,014 | 20,120 | ||||
Accounts receivable - Paes Mendonça | - | - | 295,304 | 296,227 | ||||
47,773 | 19,295 | 344,318 | 316,347 | |||||
Credit card sales are paid in installments of up to 12 months.
10
3. Trade Accounts Receivable -- Continued
a) Composition -- Continued
Installment sale operations are subject to prefixed interest of up to 5.5% (03.31.2005 up to 5.5%) per month, with maturity of up to 24 months. Installment sales represent post-dated checks which, at quarter end, accrue fixed interest of up to 6.9% per month (6.5% in 03.31.2005) for settlement in up to 60 days.
Customer credit financing operations and installment sales are recorded by values net of the financial charges mentioned.
Accounts receivable from subsidiaries (Novasoc, Sé, CIPAL, Sendas Distribuidora and Versalhes) relate to sales of merchandise by the Company, to supply the subsidiaries´ stores. Sale of merchandise by the Company´s distribution center to subsidiaries were substantially carried out at cost.
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 goodwill of certain stores currently operating. Maturity of accounts receivable is linked to lease agreements, mentioned in Note 7 (b).
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:
11
3. Trade Accounts Receivable --Continued
a) Composition -- Continued
Parent Company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
Customer credit financing | (12,259) | (6,870) | (14,174) | (7,998) | ||||
Installment sales (post-dated checks) | (2,308) | (1,752) | (2,718) | (2,433) | ||||
Other trade accounts receivable | (232) | - | (634) | - | ||||
(14,799) | (8,622) | (17,526) | (10,431) | |||||
Accounts Receivable Securitizaton | ||||||||
Fund | - | - | (5,564) | (10,497) | ||||
(14,799) | (8,622) | (23,090) | (20,928) | |||||
The basic policies for establishing this allowance are as follows:
Retail
. Customer credit financing - based on historical loss indices over the past 12 months; the receivables overdue for more than 180 days are recorded against the allowance.
. Installment sales (post-dated checks) - based on the historical average indices of checks returned and recoveries over the past 12 months; bounced checks are recorded against the allowance after all legal procedures have been exhausted.
. Credit card and sales vouchers - an allowance for doubtful accounts is not required as credit risks are substantially assumed by third parties.
12
3. Trade Accounts Receivable -- Continued
a) Composition -- Continued
Securitization Fund
. The allowance is set up based on the credit portfolio assessment as well as on criteria defined by the Fund regulation (described below), and is considered sufficient to cover possible losses on realization of receivables overdue.
. For credit card and food purchase ticket receivables, beginning on the 4th (fourth) day after the maturity date inclusive, 100% of the amount receivable is recorded as loss. For check receivables, loss is recorded beginning on the 16th day after the maturity date.
. For direct consumer credit (DCC), 100% of the amount receivable is recorded as loss beginning on the 30th day after the maturity date.
b) Receivables securitization fund
The Pão de Açúcar Receivables Securitization Fund (Fund), set up on September 19, 2003, is managed by Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities ("Concórdia") and is a securitization fund of receivables of the Company and its subsidiaries. At June 30, 2005, the Company held 2,439 subordinate shares of the Securitization Fund, equivalent to R$ 170,278, with a unit value of R$ 69.81 (2,439 shares equivalent to R$ 165,743, with unit value of R$ 67.90 as of March 31, 2005), representing 20.2% of the total Securitization Fund shares, the remaining shares of which are held by third parties.
The risk classification attributed to the fund is AA(bra), carried out by Fitch Ratings (Not reviewed).
Characteristics of the fund shares:
13
3. Trade Accounts Receivable -- Continued
b) Receivables securitization fund -- Continued
Types of shares | Quantity | Earnings | Redemption date | |||
Senior A | 5,826 | 103 to 105% of CDI | 07/04/2008 | |||
Senior B | 4,300 | 101% of CDI | 07/04/2008 | |||
Subordinate (*) | 2,439 | (*) | ||||
Total | 12,565 | |||||
(*) | The effects of the default in any of the credit rights acquired by the fund and of any losses experienced by the fund will be attributed to subordinate shares until the limit equivalent to the total sum of such shares. Once said sum has been exceeded, the default will impact the senior shares. Subordinate shares may only be amortized or redeemed after amortization or redemption of the senior shares. |
The Fund financial statements for the quarter ended June 30, 2005 and March 31, 2005 were reviewed by other independent auditors, who issued an unqualified special review report and an unqualified opinion dated April 19, 2005 and July 29, 2005, respectively.
The summarized Fund balance sheet as of June 30, 2005 and March 31, 2005 is shown below:
14
3. Trade Accounts Receivable -- Continued
b) Receivables securitization fund -- Continued
06.30.2005 | 03.31.2005 | |||
Assets | ||||
Available funds | 216,767 | 121,384 | ||
Accounts receivable | 633,358 | 698,871 | ||
Allowance for doubtful Accounts | (5,564) | (10,497) | ||
Other | 1 | 9 | ||
Total of assets | 844,562 | 809,767 | ||
Liabilities | ||||
Accounts payable | 201 | 280 | ||
Equity | 844,361 | 809,487 | ||
Total of liabilities | 844,562 | 809,767 | ||
With the consolidation of the Fund, senior shares were recorded as "Redeemable securitization fund shares", in Noncurrent liabilities, in the amount of R$ 674,083 at June 30, 2005 (R$ 643,744 at March 31, 2005).
4. Inventories
Parent company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
Stores | 464,109 | 476,357 | 693,054 | 699,615 | ||||
Distribution centers | 248,642 | 295,229 | 290,806 | 349,862 | ||||
712,751 | 771,586 | 983,860 | 1,049,477 | |||||
15
5. Taxes Recoverable
The balances of taxes recoverable at June 30, 2005 and March 31, 2005 refer basically to credits from IRRF (Withholding Income Tax), PIS (Social Integration Program Tax), Cofins (Social Contribution on Revenues), ICMS (State Value-Added Tax) recoverable, among others.
6. Balances and Transactions with Related Parties
Balances | Transactions | |||||||||||||||
Trade | Interest | |||||||||||||||
Accounts | commissions | Services | of 4th | Net | Dividends | |||||||||||
Receivable | receivable | Proposed | rendered | Net | issue | Financial | Paid | |||||||||
Company | (Payables) | (payable) | dividends | and rents | Sales | debentures | Income | |||||||||
Pão de Açúcar | ||||||||||||||||
S.A. | ||||||||||||||||
Industria e | ||||||||||||||||
Comércio | (298) | - | (4,905) | - | - | - | - | (30,092) | ||||||||
Casino Guichard | ||||||||||||||||
Perrachon | ||||||||||||||||
("Casino") | - | - | - | - | - | 1,200 | - | (22,694) | ||||||||
Península | ||||||||||||||||
Participações | ||||||||||||||||
Ltda. | - | - | - | - | - | - | - | (4,859) | ||||||||
Novasoc | 16,180 | (24,069) | - | 3,706 | 89,572 | - | - | - | ||||||||
Sé | 31,655 | 562,653 | - | 8,098 | 206,616 | - | - | - | ||||||||
CIPAL | 3,464 | (3,558) | - | 967 | 124,902 | - | - | - | ||||||||
Sendas | ||||||||||||||||
Distribuidora | 24,703 | 248,777 | - | 53,150 | 21,358 | - | 15,790 | - | ||||||||
Versalhes | (22,257) | 537 | - | - | (17,490) | - | - | - | ||||||||
Others | - | 2,187 | - | 7,381 | - | - | - | (2,755) | ||||||||
Balance at | ||||||||||||||||
06.30.2005 | 53,447 | 786,527 | (4,905) | 73,302 | 424,958 | 1,200 | 15,790 | (60,400) | ||||||||
Balance at | ||||||||||||||||
03.31.2005 | 90,154 | 703,892 | (65,305) | 36,477 | 222,919 | 587 | 2,827 | - | ||||||||
16
6. Balances and Transactions with Related Parties -- Continued
Accounts receivable and sale of goods relate to the supply of stores, mainly of Novasoc, Sé, CIPAL and Sendas Distribuidora, by the Company's distribution center 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 financial charges equivalent to the administration fee on such trade commissions.
(i) Related-party financing
In November 2000, the Casino Group subscribed 41,962 convertible fourth issue debentures of the Company, of a total of 100 thousand convertible debentures. Expenses with accrued interest related to such debentures amounted to R$ 613 for the quarter ended in June 30, 2005 (R$ 587 at first quarter of 2005).
(ii) Leases
CBD leases 22 properties from the Diniz family. In the quarter ended in June 30, 2005, such leases totaled R$ 3,601 (R$ 3,780 in the first quarter of 2005).
Sendas Distribuidora leases 57 properties from the Sendas family and 7 properties from CBD. During the quarter ended in June 30, 2005, the total lease paid amounted to R$ 8,884 and R$ 1,200 (R$ 8,924 and R$ 1,290 in the first quarter of 2005), respectively.
The leases were taken out under terms similar to those that would have been established had they been taken out with non-related parties.
(iii)Right of use of the Goodlight brand
In the second quarter of 2005, the Company paid the amount of R$ 57 (R$ 57 in the first quarter of 2005) for the right of use of the Goodlight brand, owned by a shareholder of the Company.
17
6. Balances and Transactions with Related Parties -- Continued
(iv) Apportionment of corporate expenses
Apportioned costs will be passed on to subsidiaries and affiliated companies by the amount effectively incurred with such services.
7. Investments
a) Information on investments at June 30, 2005
Shareholders´ | Net income | |||||||||
equity | (loss) | |||||||||
Shares | (capital | for the | ||||||||
Held | Holding - % | Capital | deficiency) | year | ||||||
Novasoc | 1,000 | 10.00 | 10 | (51,124) | (340) | |||||
Sé | 996,806,689 | 89.99 | 996,826 | 915,243 | 6,701 | |||||
Sendas Distribuidora | 450,001,000 | 42.57 | 835,677 | 711,771 | (26,470) | |||||
Nova Saper | 36,362 | 99.99 | 0.4 | 100 | - | |||||
Versalhes | 10,000 | 100.00 | 10 | (10) | (20) |
b) Changes in investments
Equity | Transfer to | |||||||||||
Balances at | Accounting | Goodwill | Provision for | Balances at | ||||||||
03.31.2005 | Addition | Gain (loss) | Amortization | Capital deficiency | 06.30.2005 | |||||||
Novasoc | - | - | (340) | - | 340 | - | ||||||
Versalhes | - | 10 | (20) | - | 10 | - | ||||||
Sé | 996,018 | - | 6,029 | (4,465) | - | 997,582 | ||||||
Sendas | ||||||||||||
Distribuid. | 24,019 | - | (678) | - | - | 23,341 | ||||||
Nova Saper | 2,123 | - | - | (26) | - | 2,097 | ||||||
Others | 59 | - | 47 | - | - | 106 | ||||||
Parent | ||||||||||||
Company | 1,022,219 | 10 | 5,038 | (4,491) | 350 | 1,023,126 | ||||||
Consolidated | 259,901 | - | (5,370) | (4,542) | - | 249,989 | ||||||
18
7. Investments -- Continued
b) Changes in investments -- Continued
Goodwill on business acquisition and formation is supported by independent experts reports, based mainly on expected future profitability and surplus of property and equipment items, and will continue to be amortized over periods consistent with the earnings projections of the stores acquired and/or with the depreciation of the assets on which they were originally based, when applicable, limited to ten years. For Investments merged, the amounts referring to expected future profitability were transferred to Deferred charges (Note 9)
Novasoc: Novasoc has, currently, 18 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 the prior and express approval of Novasoc. Paes Mendonça continues to exist and 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 from the shareholders´ meeting, it was agreed that the Company would participate in 99.98% of Novasoc's results as from 2000.
On June 30, 2005, the subsidiary Novasoc had negative shareholders' equity (net capital deficiency). However, because its operating continuity and future economic feasibility are assured by the parent company, the Company recorded R$ 51,124 (R$ 50,783 - March 31, 2005), in Provision for net capital deficiency to recognize obligations to the creditors.
19
7. Investments -- Continued
c) Investment agreement CBD and Sendas
In february of 2004, based on the Investment and Association Agreement, the companies CBD and Sendas S.A. constitute, 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 shareholding of CBD in Sendas Distribuidora at June 30, 2005 corresponded to 42.57% of total capital. It is incumbent on CBD to conduct the operating and administrative management of the new company, through its Executive Board, in addition to its prevailing decision when electing or removing directors from their office. Based on the Shareholders Agreement, beginning February 1, 2007, Sendas S.A. may at its sole option exercise its right to barter its paid-in capital shares, in total or in part, for preferred shares of the capital stock of the Company.
(i) Capital subscription by the AIG Group
With a view to reducing net indebtedness and strengthening the capital structure of the subsidiary Sendas Distribuidora, on November 30, 2004, the parent Company CBD and investment funds of the AIG Group ("AIG") entered into an agreement through which AIG invested the amount of R$ 135,675 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.
As per the above agreement, CBD and AIG mutually grant reciprocal call and put options of shares acquired by AIG from Sendas Distribuidora, which may be exercised in approximately 4 years.
20
7. Investments -- Continued
b) Investment agreement CBD and Sendas Continued
(i) Capital subscription by the AIG Group -- Continued
Upon exercising the referred to options, the shares issued by Sendas Distribuidora will represent an AIG credit against CBD that may be used to subscribe up to 3,000,000,000 (three billion) preferred shares issued by CBD, which will be created in a future capital increase. The price of the future issuance of preferred shares issued by CBD will be set based on market value at the time of issuance, and the share amount issued will enable the subscription by AIG in the maximum amount referred to above and by other CBD shareholders.
The AIG share value is based on a formula that considers the Sendas Distribuidora EBITDA multiples, as defined in the Association Agreement. At June 30, 2005, total interest amounted to R$ 93,645, which, translated into the average quotation of CBD shares on the São Paulo Stock Exchange (Bovespa) in the last week of June 2005, would be equivalent to a total of 1,845,367,000 Company shares, less than the minimum of 2,000,000,000 shares to be exercised.
With the above transaction, CBD and its subsidiaries now hold 42.57% of the total Sendas Distribuidora capital.
ii) 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 takeover 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 billing by employee of the five largest supermarket networks, non-reduction of the term of current lease agreements, among others.
Shareholders, based on the opinion of their legal advisors and on the normal procedural steps of the process, believe that the association will be approved by the CADE.
21
7. Investments -- Continued
d) Investment agreement CBD and Itaú
Miravalles Empreendimentos e Participações S.A. ("Miravalles"), 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, and now holds the equivalent to 50% of such company. Subsequently, with capital in the amount of R$ 150,000, Miravalles set up Financeira Itaú CBD S.A. FIC, a company which will structure and trade financial products, services and related items exclusively to CBD customers.
The subscription made by Itaú in Miravalles resulted in a gain by dilution of shareholding, in the amount of R$ 380,444. Such gain was reduced by the disposal of certain assets related to the operation of provisions of implementation costs for start-up of operations and from the installment subject to performance goals during the next five years. In this quarter, the Company achieved 17% of the total performance goals, totaling the equivalent to 37% until June 30, 2005, with a remaining balance of R$ 104,001 in the account Other accounts payable.
On October 27, 2004, definitive operating agreements were signed, and Miravalles, by means of spin-off, transferred to Otimix Empreendimentos e Participações Ltda., wholly-owned subsidiary of Sé, which is controlled by the Company, funds totaling R$ 309,007.
The present association will result in operating synergies and will enable the expansion and improvement of the current offer of services and products to CBD customers, including, among others, Private Label Credit Cards (Own label: restricted use within CBD stores), credit card company cards with widespread acceptance, direct credit to consumers and personal loans. The operating management of FIC is under Itaú responsibility.
The partnership will last for a term of 20 years, which may be extended.
The financial statements of Miravalles for the periods ended June 30 and March 31, 2005 were reviewed by other independent auditors, who issued a limited review report with no changes, dated April 25 and July 22, 2005, respectively.
22
8. Property and Equipment
Additions to property and equipment:
Parent Company | Consolidated | |||||||
Quarter ended | ||||||||
06.30.2005 | 06.30.2004 | 06.30.2005 | 06.30.2004 | |||||
Additions (i) | 131,756 | 112,105 | 195,182 | 132,091 | ||||
Capitalized Interest (ii) | 5,843 | 6,695 | 10,357 | 6,695 | ||||
137,599 | 118,800 | 205,539 | 138,786 | |||||
(ii) In accordance with CVM Resolution No. 193/96, during construction or renovation of Company stores, interest and financial charges arising from underlying loans and financing obtained from third parties, directly or indirectly attributable to the acquisition, construction and operational expansion process, are capitalized. Interest and financial charges are allocated to income over periods consistent with the depreciation of the corresponding assets.
23
9. Deferred Charges
Balances at | Balances at | |||||||||
03.31.2005 | Additions | Disposals | Amortizations | 06.30.2005 | ||||||
Parent Company | ||||||||||
Goodwill | 459,863 | 760 | (5,419) | (17,412) | 437,792 | |||||
Pre-operating | ||||||||||
expenses and other | 19,147 | - | - | (5,965) | 13,182 | |||||
Total | 479,010 | 760 | (5,419) | (23,377) | 450,974 | |||||
Subsidiaries | ||||||||||
Goodwill | 547,933 | 700 | - | (7,778) | 540,855 | |||||
Pre-operating | ||||||||||
expenses and other | 9,915 | - | - | (5,142) | 4,773 | |||||
Total | 557,848 | 700 | - | (12,920) | 545,628 | |||||
Total Consolidated | 1,036,858 | 1,460 | (5,419) | (36,297) | 996,602 | |||||
a) Goodwill
Upon the merger 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.
b) Pre-operating expenses and other
Refer to pre-operating expenses (including employee salaries, training and rent) which were deferred until the stores in construction and/or refurbishment began operating normally, and are amortized over a period of up to five years.
24
10. Loans and Financings
Parent company | Consolidated | |||||||||
Annual financial charges | 06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | ||||||
Current | ||||||||||
Local currency | ||||||||||
BNDES (i) | Exchange variation + 3.5 to 4.1% | 20,335 | 23,645 | 20,335 | 23,645 | |||||
TJLP + 1 to 4.1% | 125,126 | 133,221 | 125,126 | 133,221 | ||||||
Working capital (ii) | TJLP + 3.5% to 7% of CDI | 508 | 713 | 508 | 1,407 | |||||
Weighted average rate of 102.7% of | ||||||||||
CDI | 142,996 | - | 142,996 | - | ||||||
Foreign currency with swap for reais | ||||||||||
Working capital (ii) | Weighted average rate of 103.1% | |||||||||
of CDI (102.5% of CDI in March | ||||||||||
31, 2005) | 561,651 | 445,860 | 600,265 | 493,878 | ||||||
Imports | Exchange variation | 1,608 | 4,877 | 2,354 | 8,476 | |||||
852,224 | 608,316 | 891,584 | 660,627 | |||||||
Noncurrent | ||||||||||
Local currency | ||||||||||
BNDES (i) | Exchange variation + 3.5 to 4.1% | 42,344 | 54,080 | 42,344 | 54,080 | |||||
TJLP + 1 to 4.1% | 187,913 | 212,290 | 187,913 | 212,290 | ||||||
Working capital (ii) | TJLP + 3.5% to 7% | 212 | 294 | 212 | 657 | |||||
Foreign currency with swap for reais | ||||||||||
Working capital (ii) | Weighted average rate of 103.9% | |||||||||
of CDI (103.4% of CDI in March | ||||||||||
31, 2005) | 286,060 | 568,674 | 845,627 | 1,018,222 | ||||||
516,529 | 835,338 | 1,076,096 | 1,285,249 | |||||||
25
10. Loans and Financing (Continued)
Noncurrent financings fall due as follows:
Parent company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
2006 | 61,161 | 389,225 | 61,161 | 424,237 | ||||
2007 | 366,383 | 355,101 | 512,010 | 494,100 | ||||
2008 | 45,671 | 46,618 | 334,589 | 322,518 | ||||
2009 | 42,589 | 43,564 | 42,589 | 43,564 | ||||
2010 onwards | 725 | 830 | 125,747 | 830 | ||||
516,529 | 835,338 | 1,076,096 | 1,285,249 | |||||
The agreements with BNDES require that the Company comply with certain consolidated ratios as follows: (i) capitalization ratio (shareholders' equity/total assets) equal or higher than 0.40 and (ii) liquidity ratio (current assets/current liabilities) equal or higher than 1.05, in addition to use of these funds in the Company's program of investments for construction and/or refurbishment of stores and purchase of equipment. An effective control of the follow-up of the restrictive clauses is maintained by Management, and clauses have been complied with. The Parent company has offered guarantee, being jointly responsible until the contracts are settled.
26
10. Loans and Financing -- Continued
(ii) The working capital loans are basically funds obtained with prefixed financial charges and are used to finance direct consumer credit transactions, mainly customer credit financing and post-dated checks, as well as for acquisitions, constructions and operating expansion.
In order to reduce the impacts of exchange rate fluctuations on loans in foreign currency, the Company contracts swap transactions linked to the CDI interest rate.
Working capital loans are guaranteed by promissory notes and shareholder sureties.
11. Debentures
Composition of outstanding debentures:
Annual | ||||||||||
Number | financial | |||||||||
Type | outstanding | charges | 06.30.2005 | 03.31.2005 | ||||||
4th issue sole series | Floating | 99,908 | TJLP + 3.5% | 46,041 | 44,580 | |||||
5th issue 1st series | Floating | 40,149 | CDI + 0.95% | 420,477 | 401,490 | |||||
Parent company current | ||||||||||
and noncurrent | 466,518 | 446,070 | ||||||||
Noncurrent liabilities | (401,490) | (401,490) | ||||||||
Current liabilities | 65,028 | 44,580 | ||||||||
Noncurrent debentures mature in 2007.
27
11. Debentures -- Continued
The Board of Directors, during meeting held on September 9, 2004, determined the renegotiation of debentures of the 5th issue, and the following remuneration conditions were established, which will be effective during the new remuneration term (as defined below):
(i) The new remuneration term of debentures will correspond to the period beginning on October 1, 2004 and ending on the debenture maturity date, that is, October 1, 2007;
(ii) Remuneration of debentures in the new remuneration term will bear interest on the unit nominal value, as from October 1, 2004, based on the average Interbank Deposit (DI) rates, plus 0.95% (ninety-five hundredths percent) spread per year;
(iii) The payment of the debenture remuneration will be carried out on a half-yearly basis, on April 1, 2005, October 1, 2005, April 1, 2006, October 1, 2006, April 1, 2007 and October 1, 2007;
(iv) Debentures will not be object of renegotiation until the maturity date.
The Company commits itself to maintain, during the term of 1st. series of the 5th issue debentures, and as long as there are outstanding debentures:
- Consolidated net debt no higher than shareholders' equity and,
- Maintenance of a ratio between
the consolidated net debt and consolidated EBITDA less than or equal to 4.
28
CBD and its subsidiaries are parties to tax, civil and labor proceedings both at administrative and judicial levels, some of which are supported by judicial deposits. The estimation process used to record the provision for contingencies is developed by the Companys management based on the opinion of its legal advisors. That provision is recorded when those legal advisors state the possibility of loss is probable. The provision for contingencies is broken down as follows:
Parent company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
Social Contribution on | ||||||||
Revenues (COFINS) and Social | ||||||||
Integration Program (PIS) (i) | 815,349 | 790,070 | 861,329 | 834,692 | ||||
Income tax (ii) | - | 10,854 | - | 10,854 | ||||
Labor claims (iii) | 54,880 | 50,735 | 60,329 | 55,835 | ||||
Civil suits and other | 64,705 | 57,354 | 70,871 | 64,475 | ||||
934,934 | 909,013 | 992,529 | 965,856 | |||||
(i) The provision for COFINS and PIS includes disputed amounts (not paid), which are restated by SELIC (Special System for Settlement and Custody). These amounts are related to the claims that the Company is disputing to have the right to not apply law 9.718/98, instead of permitting it to determine the payment of COFINS under the terms of Complementary Law 70/91 (2% of revenue) and of PIS under Law 9.715/98 (0.65% of revenue) as from February 1, 1999.
(ii) Provision for income tax contingencies, monetarily restated, related to the questioning of the Plano Verão was fully settled in June 2005.
29
12. Provision for Contingencies -- Continued
(iii) The Company records a provision for labor contingencies in amounts deemed sufficient to cover potential losses on ongoing disputes based, among others, on historical losses incurred by the Company in similar cases.
13. Taxes in Installments
Due to unfavorable rulings to other taxpayers on similar cases, the Company decided to withdraw certain proceedings, applying in 2003 to participate in the Special Tax Payment in Installments Program - PAES, introduced by Law No. 10684/2003, presented below:
Parent company | Consolidated | |||||||
06.30.2005 | 03.31.2005 | 06.30.2005 | 03.31.2005 | |||||
Current | ||||||||
Social Security | ||||||||
(INSS) | 32,115 | 31,435 | 32,234 | 31,552 | ||||
Provisional Financial | ||||||||
Transaction Tax | ||||||||
(CPMF) | 12,163 | 11,899 | 13,947 | 13,645 | ||||
44,278 | 43,334 | 46,181 | 45,197 | |||||
Noncurrent | ||||||||
Social Security | ||||||||
(INSS) | 224,808 | 227,909 | 225,639 | 228,753 | ||||
Provisional Financial | ||||||||
Transaction Tax | ||||||||
(CPMF) | 85,138 | 86,266 | 97,631 | 98,924 | ||||
309,946 | 314,175 | 323,270 | 327,677 | |||||
These installment payments are subject to the Long-Term Interest Rate - TJLP. These installment payments may be paid within a maximum term of 120 months.
30
14. Income and Social Contribution Taxes
a) Income and social contribution tax reconciliation
Period of 6 months ended 06.30.2005 |
Period of 6 months ended 06.30.2004 | |||||||
Parent | Parent | |||||||
Company | Consolidated | Company | Consolidated | |||||
Income before income and social | ||||||||
contribution taxes | 169,559 | 132,212 | 102,744 | 73,967 | ||||
Income and social contribution taxes | ||||||||
at basic rate | (42,390) | (33,053) | (25,686) | (18,492) | ||||
Income tax incentives | 1,194 | 1,234 | 1,042 | 1,093 | ||||
Equity in results and provision for | ||||||||
net capital deficiency of subsidiary | 3,466 | (1,957) | 1,485 | 1,557 | ||||
Other permanent differences, net | ||||||||
(additions / deductions) | (6,429) | (977) | 6,539 | 9,693 | ||||
Effective income tax | (44,159) | (34,753) | (16,620) | (6,149) | ||||
Income tax for the year | ||||||||
Current | (53,561) | (65,585) | (24,072) | (28,131) | ||||
Deferred | 9,402 | 30,832 | 7,452 | 21,982 | ||||
(44,159) | (34,753) | (16,620) | (6,149) | |||||
31
14. Income and Social Contribution Taxes - Continued
b) Deferred income and social contribution taxes
Pursuant to provisions of the Securities and Exchange Commission Resolution CVM No. 273/98 and Regulation No. 371/02, at June 30, 2005, the Company current and noncurrent assets records deferred tax credits resulting from tax losses and temporary differences in the amount of R$ 82,904 (R$ 75,637 at March 31, 2005); consolidated R$ 418,301 (R$ 398,667 at March 31, 2005).
The realization is based on projections of future taxable income, estimated for up to ten years, as follows:
Parent company | Consolidated | |||
2006 | 4,176 | 35,696 | ||
2007 | 7,190 | 48,310 | ||
2008 | 7,917 | 57,757 | ||
2009 | 11,221 | 65,365 | ||
2010 onwards | 52,400 | 211,173 | ||
82,904 | 418,301 | |||
15. Shareholders Equity
a) Capital and share rights
Authorized capital comprises 200,000,000,000 shares. Fully subscribed and paid-up capital is comprised of 113,522,239,433 in June 30, 2005 and March 31, 2005 nominative shares with no par value, of which 63,470,811,399 are common with voting rights and 50,051,428,034 are preferred, at March 31, 2005, and 49,839,925,688 common shares with voting rights and 63,682,313,745 preferred shares, at June 30, 2005.
32
15. Shareholders Equity -- Continued
a) Capital and share rights -- Continued
Preferred shares have no voting rights but have the same rights and benefits as the common shares, as well as priority assured in the by-laws in the event of a return of capital and priority to receive a minimum annual dividend of R$ 0.15 (15 cents) per thousand shares on a non-cumulative basis. According to the law, preferred shares are entitled to a dividend 10% higher than the common shares.
All shareholders are entitled each year to mandatory annual dividends and/or interest on own capital of not less than 25% of adjusted net income calculated in conformity with Brazilian corporate legislation.
b) Capital increase
See below roll-forward of capital and quantity of shares.
Number of shares thousand | ||||||
Capital | Preferred | Common | ||||
At March 31, 2005 | 3,509,421 | 50,051,428 | 63,470,811 | |||
(*)Transfers | - | 13,630,885 | (13,630,885) | |||
Capitalization of income reserves | 164,374 | - | - | |||
At June 30, 2005 | 3,673,795 | 63,682,313 | 49,839,926 | |||
33
15. Shareholders Equity -- Continued
c) | Income reserves | |
(i) |
Legal reserve: amount appropriated to reserve equivalent to 5% of net income for the year before any appropriations, and limited to 20% of capital. |
|
(ii) |
Expansion reserve: amounts 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. |
|
(iii) |
Unrealized earnings reserve: this reserve is being realized in proportion to the realization of the permanent assets which generated the balance. |
|
d) |
Preferred stock option plan |
The Annual / Extraordinary General Meeting, held on April 28, 1997, approved the preferred stock option plan for the Companys management and employees, first granted in 1996. |
|
The option price from the date of granting to the date when the option is exercised by the employee is restated based on the General Market Price Index (IGPM), less dividends distributed in the period. |
|
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 option exercise ensures the beneficiaries of the same rights granted to the other shareholders of the Company. The plan management was attributed to a committee appointed by the Board of Directors |
|
34
15. Shareholders Equity -- Continued
d) Preferred stock option plan -- Continued
Information on the stock option plans is summarized below:
Number | Price on the | |||||
of shares | date of | Price at | ||||
(in thousands) | granting | 06/30/2005 | ||||
Options in force | ||||||
V Series April 2, 2001 | 361,660 | 64.00 | 105.13 | |||
VI Series March 15, 2002 | 412,600 | 47.00 | 70.11 | |||
VII Series May 16, 2003 | 499,840 | 40.00 | 44.47 | |||
VIII Series April 30, 2004 | 431,110 | 52.00 | 55.85 | |||
XI Series April 15, 2005 | 494,545 | 52.00 | 51.06 | |||
2,199,755 | ||||||
Options cancelled | (289,125 ) | |||||
Balance of options in force | 1,910,630 | |||||
Options not granted | 1,489,370 | |||||
Current balance of the option plan | 3,400,000 | |||||
At June 30, 2005, the Companys preferred shares was quoted on the São Paulo Stock Exchange (Bovespa) was R$ 46.85 per thousand shares.
35
16. Financial Instruments
a) General considerations
Derivative instruments and operations involving interest rates are used to protect the assets and liabilities of the Company. Transactions are carried out by the financial operations area in accordance with the strategy previously approved by the Board of Directors.
Management considers that there is no concentration of counterparties, and operations are limited to traditional, highly-rated banks and within approved limits.
With the objective of exchanging the financial charges and exchange variation of loans in foreign currency to local currency, the Company contracted swap transactions linked to the CDI variation, which reflects the market value.
b)Market value of the financial instruments
Financial investments are represented by short-term investments, stated at cost plus income earned in the period based on underlying contracts, in amounts that approximate their market value.
Other financial instruments, assets and liabilities, at June 30, 2005 and March 31, 2005, recorded in the balance sheet accounts, are adjusted at amounts that reflect and/or approximate their respective market value.
c) Credit risk
The Company's financed sales are spread over a large number of customers. The Company manages the credit risk through a strict program of qualification and granting of credit.
36
On July 8, 2005, Companhia Brasileira de Distribuição ("CBD") and Casino Guichard Perrachon S.A. (Casino) signed all agreements for implementation of the Association operation between their controlling shareholders, Abilio dos Santos Diniz ("Abilio Diniz") and Casino, in the terms of the Significant Event Notices published on May 4, 2005 and July 9, 2005. Consequently, the Holding company, set up under the name of Vieri Participações S/A (Vieri), now holds 65.6% of CBD voting rights. Vieri voting capital is divided between Casino and Abilio Diniz, with 50% for each party, and, as such, Casino and Abilio Diniz now detain shared control over Vieri and, consequently, over CBD.
The meeting of the CBD Board of Directors, held on July 21, 2005, approved the Technical Assistance Agreement, signed between CBD and Casino, on July 8, 2005, in the total annual amount in reais corresponding to US$ 3 million, the scope of which includes the rendering of services by Casino to CBD related to technical assistance in the following areas, among others: human resources, own brands, marketing and communication, global campaigns and administrative assistance. The legal validity is of 7 years, with automatic renewal for an indefinite term. Said agreement will be approved in Extraordinary Shareholders´ Meeting, to be held on August 16, as published in the Notice of Meeting dated July 30, 2005.
In the referred to meeting, that will be held on August 16, 2005, the shareholders will elect a new member, Mr. Henri Philippe Reichstul, to be part of the CBD Board of Directors, an independent member indicated by Casino, as established in item 5.1.3.3 of the Vieri Shareholders´ Agreement, signed on June 22, 2005, and who shall also be elected to take part in the CBD Audit Committee.
37
Furthermore, as informed in the Significant Event Notice dated May 4, 2005, the sale of 5.5 billion preferred shares, issued by CBD, was carried out in the market following a previously-established schedule, thus enabling an increase in the number of outstanding shares (free float). As a result of said operation, CBD free float increased to 45.48%, and a seat in the Advisory Board will be granted to a representative of Dynamo Administradora de Recursos Ltda., who will be elected by shareholders in due course. In addition, we inform that the program to sale CBDs preferred shares on the market by former shareholders of Pão de Açucar S/A Indústria e Comércio (PAIC) will comply with the lock-up of 8.5 billion of preferred shares up to the 3º year (including the 1.5 billion of preferred shares remaining from the 1º tranche) and the other 8.5 billion of preferred shares up to 5º year.
18. Supplemental InformationThe 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 the main operations that influenced the available cash and financial investments of the Company. The statement is divided into operating, investing and financing activities accordingly to Official Circular Letter CVM No. 01/00.
38
A. Statement of Cash Flows
Parent Company | Consolidated | |||||||
Period ended | ||||||||
06.30.2005 | 06.30.2004 | 06.30.2005 | 06.30.2004 | |||||
Cash flow from operating activities | ||||||||
Net income for the year | 121,900 | 86,124 | 121,900 | 86,124 | ||||
Adjustment to reconcile net income to cash | ||||||||
generated by operating activities | ||||||||
Deferred income tax | (9,402) | (7,452) | (30,832) | (21,982) | ||||
Residual value of permanent asset disposals | 4,643 | 2,554 | 7,603 | 2,949 | ||||
Depreciation and amortization | 187,519 | 176,588 | 251,210 | 214,758 | ||||
Interest and monetary variations, net of | 49,905 | (167,247) | 34,722 | (81,889) | ||||
payments | ||||||||
Equity in the results of investees | (13,865) | (2,453) | 5,745 | 1,557 | ||||
Provision for contingencies | 21,678 | 42,222 | 23,444 | 49,480 | ||||
Minority interest | - | - | (27,941) | (18,306) | ||||
362,378 | 130,336 | 385,851 | 232,691 | |||||
(Increase) decrease in assets | ||||||||
Trade accounts receivable | 73,899 | 117,633 | 154,036 | 48,990 | ||||
Advances to suppliers and employees | (12,639) | 6,660 | (13,704) | (3,365) | ||||
Inventories | 97,493 | 154,639 | 105,788 | 130,793 | ||||
Taxes recoverable | 39,753 | (81,780) | 38,070 | (89,689) | ||||
Other assets | 33,506 | 11,903 | 10,698 | (703) | ||||
Related parties | (190,594) | 114,798 | (1,295) | (196) | ||||
Judicial Deposits | (2,662) | (10,751) | (9,737) | (11,785) | ||||
38,756 | 313,102 | 283,856 | 74,045 | |||||
Increase (decrease) in liabilities | ||||||||
Suppliers | (452,794) | (210,941) | (513,023) | (305,568) | ||||
Salaries and social security charges | 4,939 | 10,880 | 9,763 | 20,125 | ||||
Taxes and social contributions payable | (2,043) | (91,265) | 2,454 | (126,112) | ||||
Other accounts payable | (2,998) | (2,204) | 17,868 | 17,845 | ||||
(452,896) | (293,530) | (482,938) | (393,710) | |||||
Net cash flow generated by (used in) operating | (51,762) | 149,908 | 186,769 | (86,974) | ||||
activities | ||||||||
39
Parent Company | Consolidated | |||||||
Period ended | ||||||||
06.30.2005 | 06.30.2004 | 06.30.2005 | 06.30.2004 | |||||
Cash flow from investing activities | ||||||||
Acquisition of companies | (10) | (2,496) | (2,000) | (2,511) | ||||
Acquisition of property and equipment | (238,162) | (229,281) | (348,897) | (256,053) | ||||
Increase in deferred charges | (1,172) | - | (1,872) | - | ||||
Fixed asset disposals | 7,500 | 2,540 | 7,500 | 2,540 | ||||
Net cash flow used in investing activities | (231,844) | (229,237) | (345,269) | (256,024) | ||||
Cash flow from financing activities | ||||||||
Capital increase | - | 1,797 | - | 1,797 | ||||
Financings - current | ||||||||
Loans and financings obtained | 166,924 | 651,548 | 706,871 | 1,060,909 | ||||
Payments | (340,326) | (941,262) | (901,781) | (1,015,480) | ||||
Dividends Payments | (84,154) | (54,792) | (84,154) | (54,792) | ||||
Net cash flow used in financing Activities | (257,556) | (342,709) | (279,064) | (7,566) | ||||
Net decrease in cash and cash equivalents | (541,162) | (422,038) | (437,564) | (350,564) | ||||
Cash and cash equivalents at end of the period | 218,416 |
542,620 | 741,906 | 714,212 | ||||
Cash and cash equivalents at beginning of the | 759,578 |
964,658 | 1,179,470 | 1,064,776 | ||||
period | ||||||||
Change in cash and cash equivalents | (541,162) | (422,038) | (437,564) | (350,564) | ||||
Cash flow supplemental information | ||||||||
Interest paid on loans and financings | 163,356 | 291,050 | 292,261 | 298,867 |
40
B. Statement of Added Value
Parent company | Consolidated | |||||||||||||||
Period ended | ||||||||||||||||
06.30.2005 | % | 06.30.2004 | % | 06.30.2005 | % | 06.30.2004 | % | |||||||||
Income | ||||||||||||||||
Sale of goods | 5,455,386 | 5,140,091 | 7,734,912 | 7,161,542 | ||||||||||||
Write-off of credits | (14,757 ) | (1,937) | (19,969 ) | (3,476) | ||||||||||||
Nonoperating | 2,671 | (194) | (7,544 ) | (571) | ||||||||||||
5,443,300 | 5,137,960 | 7,707,399 | 7,157,495 | |||||||||||||
Input materials acquired | ||||||||||||||||
from third parties | ||||||||||||||||
Cost of sales | (3,775,899 ) | (3,343,967) | ( (5,351,917 ) | (4,686,754) | ||||||||||||
Materials, energy, third | ||||||||||||||||
party services and others | (367,751 ) | (322,142) | (576,083 ) | (548,976) | ||||||||||||
Gross added value | 1,299,650 | 1,471,851 | 1,779,399 | 1,921,765 | ||||||||||||
Retentions | ||||||||||||||||
Depreciation and amortization | (188,908 ) | (176,588) | (253,089 ) | (214,758) | ||||||||||||
Net added value produced | ||||||||||||||||
by the Company | 1,110,742 | 1,295,263 | 1,526,310 | 1,707,007 | ||||||||||||
Transfers received | ||||||||||||||||
Equity in results | 13,865 | 2,453 | (5,745 ) | (1,557) | ||||||||||||
Minority interest | - | - | 27,941 | 18,306 | ||||||||||||
Financial income | 176,471 | 148,774 | 217,709 | 166,904 | ||||||||||||
190,336 | 151,227 | 239,905 | 183,653 | |||||||||||||
Total value added to be | ||||||||||||||||
distributed | 1,301,078 | 100% | 1,446,490 | 100% | 1,766,215 | 100% | 1,890,660 | 100% | ||||||||
Distribution of value added | ||||||||||||||||
Personnel and related | ||||||||||||||||
charges | 418,872 | 32.1% | 413,336 | 28.6% | 589,535 | 33.4% | 543,052 | 28.7% | ||||||||
Taxes, rates and | ||||||||||||||||
contributions | 436,596 | 33.6% | 634,362 | 43.9% | 573,046 | 32.4% | 827,666 | 43.8% | ||||||||
Interest and rents | 323,710 | 24.9% | 312,668 | 21.6% | 481,734 | 27.3% | 433,818 | 22.9% | ||||||||
Retention of profits | 121,900 | 9.4% | 86,124 | 5.9% | 121,900 | 6.9% | 86,124 | 4.6% | ||||||||
41
05.01 COMMENTS ON COMPANY PERFORMANCE DURING THE QUARTER
See ITR 08.01 Comments on Consolidated Performance
42
06.01 CONSOLIDATED BALANCE SHEET - ASSETS (Thousands of reais)
1 CODE | 2 Description | 3 6/30/2005 | 4 - 3/31/2005 |
1 | Total assets | 10,449,996 | 10,719,631 |
1.01 | Current assets | 3,510,986 | 3,909,920 |
1.01.01 | Available funds | 741,906 | 926,787 |
1.01.01.01 | Cash and banks | 72,496 | 89,311 |
1.01.01.02 | Financial investments | 669,410 | 837,476 |
1.01.02 | Receivables | 1,725,031 | 1,856,899 |
1.01.02.01 | Trade accounts receivable | 369,060 | 412,476 |
1.01.02.02 | Receivables Securitization fund | 627,794 | 688,374 |
1.01.02.03 | Advances to suppliers and employees | 45,749 | 33,056 |
1.01.02.04 | Taxes recoverable | 484,887 | 506,363 |
1.01.02.05 | Other receivables | 197,541 | 216,630 |
1.01.03 | Inventories | 983,860 | 1,049,477 |
1.01.04 | Other | 60,189 | 76,757 |
1.01.04.01 | Prepaid expenses | 60,189 | 76,757 |
1.02 | Long-term receivables | 1,102,699 | 1,038,297 |
1.02.01 | Sundry receivables | 1,100,512 | 1,037,058 |
1.02.01.01 | Trade accounts receivable | 344,318 | 316,347 |
1.02.01.02 | Financial Investments | 132,106 | 126,340 |
1.02.01.03 | Deferred income tax | 418,301 | 398,667 |
1.02.01.04 | Judicial deposits | 201,999 | 191,242 |
1.02.01.05 | Prepaid expenses | 3,788 | 4,462 |
1.02.02 | Receivables from related companies | 2,187 | 1,239 |
1.02.02.01 | Associated companies | 0 | 0 |
1.02.02.02 | Subsidiary companies | 2,187 | 1,239 |
1.02.02.02.01 | Subsidiary companies | 2,187 | 1,239 |
1.02.02.03 | Other related companies | 0 | 0 |
1.02.03 | Other | 0 | 0 |
1.03 | Permanent assets | 5,836,311 | 5,771,414 |
1.03.01 | Investments | 249,989 | 259,901 |
1.03.01.01 | Associated companies | 0 | 0 |
1.03.01.02 | Subsidiary companies | 249,883 | 259,842 |
1.03.01.03 | Other | 106 | 59 |
1.03.01.03.01 | Investments in Other Companies | 106 | 59 |
1.03.02 | Property and equipment | 4,589,720 | 4,474,655 |
1.03.02.01 | Land | 863,025 | 857,291 |
1.03.02.02 | Buildings | 1,917,352 | 1,903,796 |
1.03.02.03 | Building improvements | 1,052,005 | 1,004,823 |
1.03.02.04 | Equipment | 414,368 | 398,636 |
1.03.02.05 | Installations | 134,474 | 129,983 |
1.03.02.06 | Furniture and fixtures | 146,494 | 135,259 |
1.03.02.07 | Vehicles | 989 | 1,289 |
1.03.02.08 | Work in Progress | 57,370 | 39,740 |
1.03.02.09 | Other | 3,643 | 3,838 |
1.03.03 | Deferred charges | 996,602 | 1,036,858 |
43
06.02 CONSOLIDATED BALANCE SHEET - LIABILITIES (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2005 | 4 3/31/2005 |
2 | Total liabilities and shareholders' equity | 10,449,996 | 10,719,631 |
2.01 | Current liabilities | 2,378,814 | 2,530,534 |
2.01.01 | Loans and financing | 891,584 | 660,627 |
2.01.02 | Debentures | 65,028 | 44,580 |
2.01.03 | Suppliers | 1,032,426 | 1,360,820 |
2.01.04 | Taxes, charges and contributions | 92,339 | 79,460 |
2.01.04.01 | Taxes on sales | 8,393 | 8,664 |
2.01.04.02 | Tax installments | 46,181 | 45,197 |
2.01.04.03 | Provision for income tax | 37,765 | 25,599 |
2.01.05 | Dividends payable | 4,905 | 89,059 |
2.01.06 | Provisions | - | - |
2.01.07 | Payables to related companies | - | - |
2.01.08 | Other liabilities | 292,532 | 295,988 |
2.01.08.01 | Salaries and related contributions | 160,020 | 146,223 |
2.01.08.02 | Public services | 5,680 | 5,999 |
2.01.08.03 | Rents | 24,671 | 24,444 |
2.01.08.04 | Advertising | 3,134 | 4,121 |
2.01.08.05 | Insurance | 758 | 6,348 |
2.01.08.06 | Purchase of assets | 12,181 | 5,775 |
2.01.08.07 | Other accounts payable | 86,088 | 103,078 |
2.02 | Long-term liabilities | 3,574,662 | 3,741,537 |
2.02.01 | Loans and financing | 1,076,096 | 1,285,249 |
2.02.02 | Debentures | 401,490 | 401,490 |
2.02.03 | Provisions | - | - |
2.02.04 | Payables to related companies | - | - |
2.02.05 | Other liabilities | 2,097,076 | 2,054,798 |
2.02.05.01 | Provision for contingencies | 992,529 | 965,856 |
2.02.05.02 | Tax installments | 323,270 | 327,677 |
2.02.05.03 | Purchase of assets | 3,193 | 3,146 |
2.02.05.04 | Others | 104,001 | 114,375 |
2.02.05.05 | Shares redeemable from the securitization fund | 674,083 | 643,744 |
2.03 | Deferred income | - | - |
2.04 | Minority interest | 323,630 | 338,832 |
2.05 | Shareholders' equity | 4,172,890 | 4,108,728 |
2.05.01 | Paid-up capital | 3,673,795 | 3,509,421 |
2.05.02 | Capital reserves | - | - |
2.05.02.01 | Tax incentives | - | - |
2.05.02.02 | Subscription bonus | - | - |
2.05.03 | Revaluation reserves | - | - |
2.05.03.01 | Own assets | - | - |
2.05.03.02 | Subsidiary/associated companies | - | - |
2.05.04 | Revenue reserves | 499,095 | 599,307 |
2.05.04.01 | Legal | 105,948 | 105,948 |
44
06.02 CONSOLIDATED BALANCE SHEET - LIABILITIES (Thousands of reais)
1 - CODE | 2 Description | 3 6/30/2005 | 4 3/31/2005 |
2.05.04.02 | Statutory | - | - |
2.05.04.03 | For contingencies | - | - |
2.05.04.04 | Unrealized profits | 4,069 | 4,069 |
2.05.04.05 | Retention of profits | 148,618 | 341,353 |
2.05.04.06 | Special for undistributed dividends | - | - |
2.05.04.07 | Other | 240,460 | 147,937 |
2.05.04.07.01 | Reserve for expansion | 240,460 | 147,937 |
2.05.05 | Retained earnings/accumulated deficit | - | - |
45
07.01 - CONSOLIDATED STATEMENT OF INCOME (Thousands of reais)
1 CODE | 2 DESCRIPTION | 3 04/01/2005 to 06/30/2005 | 4 01/01/2005 to 06/30/2005 | 5 04/01/2004 to 06/30/2004 | 6 01/01/2004 to 06/30/2004 |
3.01 | Gross sales and/or services | 3,791,650 | 7,734,912 | 3,747,235 | 7,161,542 |
3.02 | Deductions | (634,503) | (1,311,679) | (685,810) | (1,290,704) |
3.03 | Net sales and/or services | 3,157,147 | 6,423,233 | 3,061,425 | 5,870,838 |
3.04 | Cost of sales and/or services rendered | (2,193,127) | (4,515,994) | (2,154,606) | (4,156,426) |
3.05 | Gross profit | 964,020 | 1,907,239 | 906,819 | 1,714,412 |
3.06 | Operating (expenses) income | (889,086) | (1,767,483) | (846,572) | (1,639,874) |
3.06.01 | Selling | (557,934) | (1,109,457) | (529,717) | (1,007,866) |
3.06.02 | General and administrative | (114,611) | (234,013) | (122,972) | (236,257) |
3.06.03 | Financial | (63,290) | (131,584) | (66,326) | (149,928) |
3.06.03.01 | Financial income | 115,635 | 217,709 | 91,652 | 166,904 |
3.06.03.02 | Financial expenses | (178,925) | (349,293) | (157,978) | (316,832) |
3.06.04 | Other operating income | - | - | - | - |
3.06.05 | Other operating expenses | (147,881) | (286,684) | (126,740) | (244,266) |
3.06.05.01 | Other taxes and charges | (18,409) | (35,474) | (15,497) | (29,508) |
3.06.05.02 | Depreciation and amortization | (129,472) | (251,210) | (111,243) | (214,758) |
3.06.06 | Equity in the results of subsidiary and associated companies | (5,370) | (5,745) | (817) | (1,557) |
3.07 | Operating profit | 74,934 | 139,756 | 60,247 | 74,538 |
3.08 | Nonoperating results | (718) | (7,544) | (703) | (571) |
3.08.01 | Revenue | 4,829 | 4,829 | - | 132 |
3.08.02 | Expenses | (5,547) | (12,373) | (703) | (703) |
3.09 | Income before taxation and profit sharing | 74,216 | 132,212 | 59,544 | 73,967 |
3.10 | Provision for income tax and social contribution | (41,391) | (65,585) | (20,826) | (28,131) |
3.11 | Deferred income tax | 19,634 | 30,832 | 9,829 | 21,982 |
3.12 | Statutory profit sharing and contributions | (3,500) | (3,500) | - | - |
3.12.01 | Profit sharing | (3,500) | (3,500) | - | - |
3.12.02 | Contributions | - | - | - | - |
3.13 | Reversal of interest on shareholders' equity | - | - | - | - |
3.14 | Minority Interests | 15,203 | 27,941 | 9,672 | 18,306 |
3.15 | Net income for the quarter/six-month period | 64,162 | 121,900 | 58,219 | 86,124 |
Number of shares, ex-treasury (in thousands) | 113,522,239 | 113,522,239 | 113,522,239 | 113,522,239 | |
Net income per share | 0.00057 | 0.00107 | 0.00051 | 0.00076 | |
Loss per share |
46
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
Comments on Sales Performance |
CBDs consolidated gross sales in 2Q05 equaled R$ 3,791.7 million, representing a 1.2% growth over the same period of 2004. Net sales totaled R$ 3,157.1 million, corresponding to a 3.1% growth over 2Q04. Sendas Distribuidora registered gross sales totaling R$ 772.0 million, while net sales totaled R$ 665.0 million in 2Q05.
In 2Q05, same store sales registered a nominal growth of 0.7%, representing a real decrease of 6.6% (deflated by the IPCA index). This performance is primarily the result of an unfavorable calendar (strong comparison base), since last year Easter was in the 2nd quarter and this year it was in the 1st quarter. Besides, the performance in this quarter was strongly impacted by a less favorable consumption environment in the country, with a decrease in the level of consumer confidence and high interest rates.
In the first half of 2005, consolidated gross sales totaled R$ 7,734.9 million, with an 8% growth, while net sales reached R$ 6,423.2 million, with a 9.4% growth.
Same store sales grew by 5.8%, with a 16.5% growth of non-food products and a 3.3% growth of food products.
Same store sales in real terms, deflated by the IPCA index, registered a 1.6% drop in the first half of the year. If we consider food inflation, calculated by the FIPE-Alimentação index, which in our view better reflects CBDs reality, same store sales registered a real growth of 1.1% .
It is important to highlight that food products with high sales volume rice, soybeans, milk and meat, among others presented significant price deflation over the first half of 2005.
It is worth highlighting same store sales performance of CompreBem Business Unit, which registered real growth year-to-date, and, therefore, has outperformed the Companys average performance.
47
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
It is important to point out that the number of clients in same stores grew by 1% in the first half of the year. On the other hand, in face of the decrease in the level of consumer confidence, we observed a reduction in the average ticket in real terms, mainly due to a decrease in the consumption of non-food products and discretionary items.
Obs.: Same store sales figures include only stores whose operating period is longer than 12 months .
Operating Performance |
The following comments on operating performance refer to CBD consolidated results, and, therefore, fully account for Sendas Distribuidoras operating results (CBD joint venture with Sendas in the State of Rio de Janeiro).
Gross Income |
CBD registered a gross income of R$ 964.0 million in the second quarter of 2005, representing a 6.3% growth over the same period of 2004. In 2Q05, gross margin was 30.5%, almost 100 basis points over the margin reported in the second quarter last year. This margin growth, despite the lackluster sales period, reflected the following main factors: i) effective price management, reflecting the Companys advances in the Category Management process; ii) good negotiations
48
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
with suppliers and iii) calendar effect, since Easter, which represents a highly promotional event, was in the first quarter of this year (in 2004 it was in the 2nd quarter).
This improvement can also be observed in Sendas Distribuidora, which registered a 30.9% margin, versus 29.8% in the same quarter of 2004.
In the first half of 2005, CBD registered an R$1,907.2 million gross profit, up by 11.2% over the same period last year. The margin in the first half of 2005 was 29.7%, higher than the 29.2% registered in the first half of 2004
Operating Expenses |
Despite the Easter calendar effect and the slowdown observed in same store sales, CBD registered a 21.3% operating expenses/net sales ratio, the same level registered last year. It is worth pointing out the consistent reduction of general and administrative expenses as a percentage of net sales, which reached 3.6% versus 4.0% in the second quarter of 2004, reflecting gains of scale achieved in the period, as well as the current cost reduction program.
EBITDA |
As a result of increased gross margin and expense control, CBD registered an EBITDA margin of 9.2% in the quarter, higher than the 8.3% registered in the same quarter of 2004. EBITDA totaled R$291.5 million in the period, 14.7% growth over the second quarter of 2004.
In this quarter, Sendas Distribuidora also improved in terms of EBITDA margin, which reached 5.8%, versus 4.3% in the same quarter of the previous year. After several adjustments in expenses and productivity gains, the increase in Sendas Distribuidoras operating profitability will be conditioned to the increase in sales and consequent dilution of expenses. We believe this goal will be achieved as a natural result of the current competitive pricing policy, of our communication efforts and of the recent stores revitalization process.
In the first half of 2005, CBD registered a R$563.8 million EBITDA, up 19.9% over 2004. EBITDA margin in the period was 8.8%, higher than the 8.0% reported in the first half of 2004.
49
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
Financial Results |
Financial expenses in the quarter totaled R$ 178.9 million, up by 13.3% over the same period in 2004, reflecting the rise in interest rates in the period. Financial income totaled R$115.6 million in the quarter, a 26.2% growth over the second quarter of 2004, due to higher income generated by financial investments and a less promotional period for credit based sales of durable goods.
Net financial expense totaled R$63.3 million in the quarter, lower than the R$66.3 million figure reported in the previous year. In the first half of 2005, net financial expenses totaled R$131.6 million, versus R$ 149.9 million in the first half of 2004. It is important to bear in mind that the Companys financial result will have significant improvement as of the 3rd quarter of this year, due to the inflow of R$1.0 billion in funds, as a result of the conclusion of the transaction with Casino in the beginning of July (see the material facts published by the Company on 05/04/2005 and 07/08/2005).
Earnings Before Taxes |
Resulting from a higher EBITDA and improved gross income, CBD recorded an earnings before income tax and minority interest and employees participation of R$ 74.2 million, 24.7% higher than the R$ 59.5 million recorded in 2004.
Minority Interest |
Sendas Distribuidoras recorded a net loss of R$ 26.5 million. Despite the previously mentioned improvements in EBITDA, Sendas Distribuidora was negatively impacted by higher net financial expenses totaling R$ 35.6 million. Sendas Distribuidoras net loss generated a minority interest of R$ 15.2 million for CBD.
Net Income of R$ 64.2 million and 10% growth |
2Q05 net income totaled R$ 64.2 million, 10% higher than the same period of 2004. The result was impacted by an income tax provision of R$ 21.7 million. In the first half of the year, the
50
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
Companys net income grew by 41.6%, totaling R$121.9 million, versus R$86.1 million in the same period of the previous year.
Working Capital |
In the second quarter 2005, inventory turnover rate reached 42 days, higher than the 40 days recorded in the previous year. The average term with suppliers was recorded at 49 days, just one day less than the 50 days year-over-year.
Investments |
In 2Q05, investments equaled R$ 195.2 million versus R$ 132.1 million in 2Q04. The main highlights were:
The information in the following tables was not reviewed by our external auditors.
51
08.01 COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER
Gross Sales per Format (R$ thousand) | ||||||||||
1st Quarter | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 1,012,458 | 25.7% | 971,822 | 28.5% | 4.2% | |||||
Extra | 1,902,936 | 48.3% | 1,609,594 | 47.1% | 18.2% | |||||
CompreBem | 650,157 | 16.5% | 565,062 | 16.6% | 15.1% | |||||
Extra Eletro | 68,325 | 1.7% | 68,357 | 2.0% | 0.0% | |||||
Sendas* | 309,386 | 7.8% | 199,472 | 5.8% | 55.1% | |||||
CBD | 3,943,262 | 100.0% | 3,414,307 | 100.0% | 15.5% | |||||
2nd Quarter | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 978,611 | 25.8% | 1,004,488 | 26.8% | -2.6% | |||||
Extra | 1,822,881 | 48.1% | 1,776,755 | 47.4% | 2.6% | |||||
CompreBem | 605,921 | 16.0% | 576,555 | 15.4% | 5.1% | |||||
Extra Eletro | 67,889 | 1.8% | 69,032 | 1.8% | -1.7% | |||||
Sendas* | 316,348 | 8.3% | 320,405 | 8.6% | -1.3% | |||||
CBD | 3,791,650 | 100.0% | 3,747,235 | 100.0% | 1.2% | |||||
1st Half | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 1,991,069 | 25.7% | 1,976,310 | 27.6% | 0.7% | |||||
Extra | 3,725,817 | 48.2% | 3,386,349 | 47.3% | 10.0% | |||||
CompreBem | 1,256,078 | 16.2% | 1,141,617 | 15.9% | 10.0% | |||||
Extra Eletro | 136,214 | 1.8% | 137,389 | 1.9% | -0.9% | |||||
Sendas* | 625,734 | 8.1% | 519,877 | 7.3% | 20.4% | |||||
CBD | 7,734,912 | 100.0% | 7,161,542 | 100.0% | 8.0% | |||||
52
Net Sales per Format (R$ thousand) | ||||||||||
1st Quarter | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 835,688 | 25.6% | 798,097 | 28.4% | 4.7% | |||||
Extra | 1,567,277 | 48.0% | 1,316,227 | 46.9% | 19.1% | |||||
CompreBem | 543,638 | 16.6% | 470,875 | 16.8% | 15.5% | |||||
Extra Eletro | 51,314 | 1.6% | 52,497 | 1.8% | -2.3% | |||||
Sendas* | 268,169 | 8.2% | 171,717 | 6.1% | 56.2% | |||||
CBD | 3,266,086 | 100.0% | 2,809,413 | 100.0% | 16.3% | |||||
2nd Quarter | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 808,033 | 25.6% | 817,534 | 26.7% | -1.2% | |||||
Extra | 1,512,706 | 47.9% | 1,440,292 | 47.1% | 5.0% | |||||
CompreBem | 509,211 | 16.1% | 475,118 | 15.5% | 7.2% | |||||
Extra Eletro | 51,481 | 1.6% | 52,044 | 1.7% | -1.1% | |||||
Sendas* | 275,716 | 8.8% | 276,437 | 9.0% | -0.3% | |||||
CBD | 3,157,147 | 100.0% | 3,061,425 | 100.0% | 3.1% | |||||
1st Half | 2005 | % | 2004 | % | Var.(%) | |||||
Pão de Açúcar | 1,643,721 | 25.5% | 1,615,631 | 27.5% | 1.7% | |||||
Extra | 3,079,983 | 48.0% | 2,756,519 | 47.0% | 11.7% | |||||
CompreBem | 1,052,849 | 16.4% | 945,993 | 16.1% | 11.3% | |||||
Extra Eletro | 102,795 | 1.6% | 104,541 | 1.8% | -1.7% | |||||
Sendas* | 543,885 | 8.5% | 448,154 | 7.6% | 21.4% | |||||
CBD | 6,423,233 | 100.0% | 5,870,838 | 100.0% | 9.4% | |||||
* Sendas banner which is part of Sendas Distribuidora S/A
Sales Breakdown (% of Net Sales) | ||||||||||||
2004 | 2005 | |||||||||||
1st Q | 2nd Q | 1st Half | 1st Q | 2nd Q | 1st Half | |||||||
Cash | 53.2% | 52.1% | 52.6% | 51.8% | 50.5% | 51.2% | ||||||
Credit Card | 35.9% | 36.4% | 36.2% | 36.5% | 36.7% | 36.5% | ||||||
Food Voucher | 6.3% | 6.9% | 6.6% | 7.3% | 7.4% | 7.4% | ||||||
Credit | 4.6% | 4.6% | 4.6% | 4.4% | 5.4% | 4.9% | ||||||
Post-dated Checks | 3.4% | 3.4% | 3.4% | 3.0% | 3.2% | 3.1% | ||||||
Installment Sales | 1.2% | 1.2% | 1.2% | 1.4% | 2.2% | 1.8% | ||||||
53
Data per Format on June 30, 2005 | ||||||||
# | # | # | Sales | |||||
Checkouts | Employees | Stores | Area (m2) | |||||
Pão de Açúcar | 2,328 | 14,847 | 185 | 245,183 | ||||
Extra | 3,563 | 23,246 | 75 | 576,208 | ||||
CompreBem | 2,019 | 9,074 | 177 | 215,580 | ||||
Extra Eletro | 159 | 588 | 50 | 32,554 | ||||
Sendas | 1,007 | 6,031 | 66 | 122,637 | ||||
Total Stores | 9,076 | 53,786 | 553 | 1,192,162 | ||||
Administration | - | 2,417 | - | - | ||||
Loss Prevention | - | 3,554 | - | - | ||||
Distribution Centers | - | 3,786 | - | - | ||||
Total CBD | 9,076 | 63,543 | 553 | 1,192,162 | ||||
Stores by Format | |||||||||||||||||
Pão de | Extra- | Sales | Number of | ||||||||||||||
Açúcar | Extra | Eletro | CompreBem | Sendas | CBD | Area (m2) | Employees | ||||||||||
12/31/2004 | 196 | 72 | 55 | 165 | 63 | 551 | 1,144,749 | 63,484 | |||||||||
Opened | 1 | 1 | 2 | ||||||||||||||
Closed | (5) | (2) | (7) | ||||||||||||||
Converted | (3) | 3 | - | ||||||||||||||
3/31/2005 | 197 | 73 | 50 | 160 | 66 | 546 | 1,175,111 | 63,344 | |||||||||
Opened | 1 | 2 | 7 | 10 | |||||||||||||
Closed | (1) | (2) | (3) | ||||||||||||||
Converted | (12) | 12 | - | ||||||||||||||
6/30/2005 | 185 | 75 | 50 | 177 | 66 | 553 | 1,192,162 | 63,543 | |||||||||
54
Productivity Indexes (in nominal R$) | |||||||||||||||||
Gross Sales per m2/month | |||||||||||||||||
2ndQ/05 | 2ndQ/04 | Var.(%) | 1st Half/05 | 1st Half/04 | Var.(%) | ||||||||||||
Pão de Açúcar | 1,270 | 1,227 | 3.5% | 1,283 | 1,207 | 6.3% | |||||||||||
Extra | 1,062 | 1,120 | -5.2% | 1,095 | 1,093 | 0.2% | |||||||||||
CompreBem | 1,006 | 956 | 5.2% | 1,053 | 928 | 13.5% | |||||||||||
Sendas | 889 | 960 | -7.4% | 889 | 960 | -7.4% | |||||||||||
Extra Eletro | 679 | 638 | 6.4% | 663 | 636 | 4.2% | |||||||||||
CBD | 1,070 | 1,086 | -1.5% | 1,110 | 1,068 | 3.9% | |||||||||||
Gross sales per employee/month | |||||||||||||||||
2ndQ/05 | 2ndQ/04 | Var.(%) | 1st Half/05 | 1st Half/04 | Var.(%) | ||||||||||||
Pão de Açúcar | 21,712 | 21,868 | -0.7% | 21,878 | 21,439 | 2.0% | |||||||||||
Extra | 26,077 | 26,813 | -2.7% | 27,140 | 26,065 | 4.1% | |||||||||||
CompreBem | 22,892 | 21,410 | 6.9% | 24,057 | 21,114 | 13.9% | |||||||||||
Sendas | 17,203 | 15,246 | 12.8% | 17,203 | 15,246 | 12.8% | |||||||||||
Extra Eletro | 38,976 | 36,619 | 6.4% | 38,712 | 35,113 | 10.2% | |||||||||||
CBD | 23,505 | 23,114 | 1.7% | 24,640 | 23,120 | 6.6% | |||||||||||
Average ticket - Gross sales | |||||||||||||||||
2ndQ/05 | 2ndQ/04 | Var.(%) | 1st Half/05 | 1st Half/04 | Var.(%) | ||||||||||||
Pão de Açúcar | 24.6 | 23.0 | 7.0% | 24.6 | 22.9 | 7.4% | |||||||||||
Extra | 47.0 | 46.7 | 0.6% | 47.5 | 46.3 | 2.6% | |||||||||||
CompreBem | 18.4 | 17.5 | 5.1% | 18.7 | 17.3 | 8.1% | |||||||||||
Sendas | 20.5 | 21.1 | -2.8% | 20.5 | 21.1 | -2.8% | |||||||||||
Extra Eletro | 351.3 | 329.2 | 6.7% | 357.8 | 347.3 | 3.0% | |||||||||||
CBD | 29.9 | 28.8 | 3.9% | 30.7 | 28.9 | 6.2% | |||||||||||
Gross sales per checkout/month | |||||||||||||||||
2ndQ/05 | 2ndQ/04 | Var.(%) | 1st Half/05 | 1st Half/04 | Var.(%) | ||||||||||||
Pão de Açúcar | 133,787 | 127,326 | 5.1% | 134,749 | 125,155 | 7.7% | |||||||||||
Extra | 171,632 | 172,782 | -0.7% | 178,186 | 168,430 | 5.8% | |||||||||||
CompreBem | 108,226 | 103,954 | 4.1% | 113,391 | 101,180 | 12.1% | |||||||||||
Sendas | 108,472 | 120,352 | -9.9% | 108,472 | 120,352 | -9.9% | |||||||||||
Extra Eletro | 138,743 | 128,243 | 8.2% | 134,653 | 127,768 | 5.4% | |||||||||||
CBD | 141,010 | 139,167 | 1.3% | 146,936 | 136,586 | 7.6% | |||||||||||
55
09.01 INVESTMENTS 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 (thousands) |
9 - NUMBER OF SHARES IN THE PRIOR QUARTER (thousands) |
01 | NOVASOC COMERCIAL LTDA. | 03.139.761/0001-17 | PRIVATELY-HELD ASSOCIATED | 10.00 | -1.23 |
COMMERCIAL, INDUSTRIAL AND OTHER | 1 | 1 |
02 | SÉ SUPERMERCADOS LTDA. | 01.545.828/0001-98 | PRIVATELY-HELD SUBSIDIARY | 89.99 | 21.93 |
COMMERCIAL, INDUSTRIAL AND OTHER | 996,807 | 996,807 |
03 | SENDAS DISTRIBUIDORA S.A. | 06.057.223/0001-71 | PRIVATELY-HELD SUBSIDIARY | 42.57 | 17.06 |
COMMERCIAL, INDUSTRIAL AND OTHER | 450,001 | 450,001 |
04 | VERSALHES COM. PROD. ELETRÔNICOS LTDA. | 07.145.984/0001-48 | PRIVATELY-HELD SUBSIDIARY | 100.00 | 0,00 |
COMMERCIAL, INDUSTRIAL AND OTHER | 10 | 0 |
56
10.01 - CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUE
1 Item | 01 |
2 - Issue order number | 4th |
3 Registration number with CVM | |
4 Date of registration with CVM | |
5 Issued series | Unique |
6 Type | Convertible |
7 Nature | Particular |
8 - Issue date | 9/01/2000 |
9 - Due date | 8/31/2005 |
10 Type of debenture | Floating |
11 Remuneration conditions prevailing | TJLP + 3,5% p,a, |
12 Premium/discount | 22.55% |
13 Nominal value (reais) | 460,83 |
14 Issued amount (Thousands of reais) | 46,041 |
15 Number of debentures issued (unit) | 100,000 |
16 Outstanding debentures (unit) | 99,908 |
17 Treasury debentures (unit) | - |
18 Redeemed debentures (unit) | - |
19 Converted debentures (unit) | 92 |
20 Debentures to be placed (unit) | - |
21 - Date of last renegotiation | |
22 - Date of next event | 8/31/2005 |
57
10.01 - CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUE
1 Item | 02 |
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 | 1st |
6 Type | Simple |
7 Nature | Public |
8 - Issue date | 10/01/2002 |
9 - Due date | 10/01/2007 |
10 - Type of debenture | Without preference |
11 Remuneration conditions prevailing | DI + 0.95% p.a. |
12 Premium/discount | |
13 - Nominal value (reais) | 10,472.91 |
14 - Issued amount (Thousands of reais) | 420,477 |
15 - Number of debentures issued (unit) | 40,149 |
16 Outstanding debentures (unit) | 40,149 |
17 Treasury debentures (unit) | - |
18 Redeemed debentures (unit) | - |
19 Converted debentures (unit) | - |
20 Debentures to be placed (unit) | - |
21 - Date of last renegotiation | 09/09/2004 |
22 - Date of next event | 10/01/2005 |
58
16.01 - OTHER SIGNIFICANT INFORMATION
SHAREHOLDING STATUS ON JUNE 30, 2005
Companhia Brasileira de Distribuição
SHAREHOLDERS | COMMON | % ON COMMON CAPITAL |
PREFERRED | % ON PREFERRED CAPITAL |
TOTAL | % TOTAL |
VIERI EMPREENDIMENTOS E | 32,700,000,000 | 65.610050% | - | 0.000000% | 32,700,000,000 | 28.804929% |
PARTICIPAÇÕES LTDA | ||||||
PENINSULA PARTICIPAÇÕES | 1,392,087,129 | 2.793116% | 1,298,759,628 | 2.039435% | 2,690,846,757 | 2.370326% |
LTDA. | ||||||
SEGISOR | 14,309,589,419 | 28.711097% | 2,067,946,860 | 3.247286% | 16,377,536,279 | 14.426721% |
ABILIO DOS SANTOS DINIZ | 10 | 0.000000% | - | 0.000000% | 10 | 0.000000% |
JOÃO PAULO S.DINIZ | 10 | 0.000000% | 8,900,000 | 0.013976% | 8,900,010 | 0.007840% |
ANA MARIA S.DINIZ DÀVILA | 10 | 0.000000% | 40,500,000 | 0.063597% | 40,500,010 | 0.035676% |
PEDRO PAULO S.DINIZ | - | 0.000000% | 360,850 | 0.000567% | 360,850 | 0.000318% |
RIO SOE | 1,407,912,871 | 2.824870% | - | 0.000000% | 1,407,912,871 | 1.240209% |
APART NEW | - | 0.000000% | 5,474,058 | 0.008596% | 5,474,058 | 0.004822% |
CAPITÓLIO | - | 0.000000% | 160,314,807 | 0.251741% | 160,314,807 | 0.141219% |
ONYX 2006 | - | 0.000000% | 10,263,690,000 | 16.117018% | 10,263,690,000 | 9.041127% |
OTHER | 30,336,239 | 0.060867% | 49,836,367,542 | 78.257784% | 49,866,703,781 | 43.926815% |
TOTAL | 49,839,925,688 | 100.000000% | 63,682,313,745 | 100.000000% | 113.522.239.433 | 100.000000% |
SHAREHOLDING STATUS 6.30.2005
Parent Companies Board of Directors - Supervisory Board
(spouses, companions and dependants)
COMMON SHARES | PREFERRED SHARES | TOTAL | ||||
SHAREHOLDERS | 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 |
59
16.01 - OTHER SIGNIFICANT INFORMATION
SHAREHOLDING STATUS 6.30.2004
Parent Companies Board of Directors - Supervisory Board
(spouses, companions and dependants)
SHAREHOLDERS | COMMON | COMMON CAPITAL |
PREFERRED. | PREFERRED CAPITAL |
TOTAL | TOTAL |
PARENT COMPANY | 63,440,475,150 | 99.95% | 21,339,805,733 | 42.64% | 84,780,280,883 | 74.68% |
BOARD OF DIRECTORS | 114 | 0.00% | 205,150,000 | 0.41% | 205,150,114 | 0.18% |
EXECUTIVE BOARD | - | 0.00% | 57,330,000 | 0.11% | 57,330,000 | 0.05% |
OTHER | 30,336,135 | 0.05% | 28,449,142,301 | 56.84% | 28,479,478,436 | 25.09% |
TOTAL | 63,470,811,399 | 100% | 50,051,428,034 | 100% | 113,522,239,433 | 100% |
OUTSTANDING SHARES | 30,336,249 | 0.05% | 28,711,622,301 | 57.36% | 28,741,958,550 | 25.32% |
SHAREHOLDING STATUS ON JUNE 30, 2005
VIERI EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
Common units of interest | Preferred units of interest | Total | ||||||||||
Members |
Amount | % | Amount | % | Amount | % | ||||||
MASMANIDIS | 10,187,500,000 | 50.00 | 10,125,000,000 | 0 | 20,312,500,000 | 31.15 | ||||||
PARTICIPAÇÕES LTDA | ||||||||||||
PENÍNSULA | 10,187,500,000 | 50.00 | 82.15 | 10,187,500,000 | 62.12 | |||||||
PARTICIPAÇÕES LTDA | ||||||||||||
SEGISOR | - | - | 2,200,000,000 | 17.85 | 2,200,000,000 | 6.73 | ||||||
20,375,000,000 | 100.00 | 12,325,000,000 | 100.00 | 32,700,000,000 | 100.00 | |||||||
Total |
MASMANIDIS PARTICIPAÇÕES LTDA.
Members |
Units of interest | % |
SEGISOR | 2,105,267,781 | 100.00 |
2,105,267,781 | 100.00 | |
Total |
60
16.01 - OTHER SIGNIFICANT INFORMATION
Península Participações Ltda.
Common units of interest | Preferred units of interest | Total | |||||
Members |
Amount | % | Amount | % | Amount | % | |
ABILIO DOS SANTOS 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 | 519,760,367 | 99.98 | ||||
E PARTICIPAÇÕES LTDA | ||||||
ABILIO DINIZ | 1 | 0.02 | ||||
519,760,368 | 100.00 | |||||
Total |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
Members | Units of interest | % | ||||
AD PENÍNSULA | 232,825,331 | 46.42 | ||||
EMPREENDIMENTOS E | ||||||
PARTICIPAÇÕES LTDA | ||||||
PENÍNSULA PARTICIPAÇÕES | 268,679,490 | 53.48 | ||||
LTDA | ||||||
501,504,821 | 100.00 | |||||
Total |
SHAREHOLDING POSITION ON JUNE 30, 2005
AD PEN¥NSULA EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.
Members | Units of interest | % | ||||
ABILIO DOS SANTOS DINIZ | 458,496,346 | |||||
99.98 | ||||||
ANA MARIA. F. DOS S. DINIZ | 1 | 0.02 | ||||
DAVILA | ||||||
Total | 458,496,347 | 100.00 |
16.01 - OTHER SIGNIFICANT INFORMATION
61
SEGISOR
Shareholders | % | |
Casino Guichard Perrachon | 99.99 | |
(*) | ||
Other | 0.01 | |
Total | 100.00 |
62
17.01 - OTHER SIGNIFICANT INFORMATION
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 standards issued by IBRACON (Institute of Independent Auditors of Brazil), CFC (Federal Board of Accountancy) and CVM (Brazilian Security Exchange Commission) |
SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS
To the1. | We have conducted a special review of the quarterly information (ITR) of Companhia Brasileira de Distribuição (Company) and Companhia Brasileira de Distribuição and its subsidiaries, for the quarter and six-month period ended June 30, 2005, which comprised the balance sheets, statements of income, report on the company´s performances and other relevant information, prepared by the company´s management in accordance with the accounting practices adopted in Brazil. The financial information related to Pão de Açúcar Fundo de Investimento em Direitos Creditórios, the Company´s investment in which amounts to R$170,278 thousand as of June 30, 2005 (R$165,743 thousand as of March 31, 2005) and the corresponding results of which amount to R$4,535 thousand for the quarter and R$11,836 thousand for the six-month period ended June 30, 2005 (R$25,948 thousand for the quarter and R$31,189 thousand for the six-month period ended June 30, 2004) were reviewed by other independent auditors. At June 30, 2005, total assets and net income for the six-month period then ended, resulting from this investee, represent 8.1% and 9.7%, respectively, in relation to the Company´s consolidated quarterly information (7.1% of net income for the quarter ended June 30, 2005, 36.2% for the six-month period ended June 30, 2004 and 44.6% for the quarter ended June 30, 2004). Likewise, the quarterly information of Miravalles Empreendimentos e Participações S.A., the Company´s investment in which amounts to R$72,448 thousand as of June 30, 2005 (R$77,864 thousand as of March 31, 2005) and the losses of which, calculated through the equity pick-up method, total R$5,416 thousand for the quarter and R$5,791 thousand for the six-month period ended June 30, 2005, were reviewed by other independent auditors. At June 30, 2005, total assets and net income for the six-month period then ended of the referred to investee represent, respectively, 0.7% and 4.8% in relation to the Company´s consolidated quarterly information (0.7% of assets as of March 31, 2005 and 8.4% of net income for the quarter ended June 30, 2005). Our special review report concerning assets, liabilities and result of operations of said investees is exclusively based on the special review report of such independent auditors. |
63
17.01 | - OTHER SIGNIFICANT INFORMATION | |
2. | Our review was conducted in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Board of Accountancy (CFC), and consisted principally of: (a) inquiries of and discussions with management responsible for the Companys accounting, financial and operational areas, in respect to the main criteria adopted for preparing the Quarterly Information; and (b) review of information and subsequent events which have, or could have, relevant effects on the Companys financial position and operations. | |
3. | Based on our special review and on the limited review report of the other independent auditors, we are not aware of any material modification that should be made to the above mentioned Quarterly Information for it to comply with the accounting practices adopted in Brazil and regulations established by the Brazilian Securities Commission (CVM) specifically concerning the disclosure of Quarterly Information. | |
4. | Our review was carried out to enable us to issue a report on the special review of the Quarterly Information ITR referred to in the first paragraph, taken as a whole. The statements of changes of cash flow and of added value of Companhia Brasileira de Distribuição and Companhia Brasileira de Distribuição and its subsidiaries, for the six-month period ended June 30, 2005 and 2004, prepared in accordance with the accounting practices adopted in Brazil, presented to provide supplementary information about the Company and its subsidiaries, are not a required component of the Quarterly Information. These statements were submitted to the review procedures described in the second paragraph and, based on our review and based on the informations from the quarterly information reviewed by other independent auditors, we are not aware of any significant adjustment to be made to these supplementary statements for them to be fairly presented, in all material respects, in relation to the Quarterly Information for the quarter ended June 30, 2005 and 2004 | |
São Paulo, August 5, 2005
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6
Sergio Ricardo Romani
Accountant CRC 1RJ072321/S-0
64
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY
Associated/Affiliated Company: NOVASOC COMERCIAL LTDA.
See ITR 08.01 Comments on Consolidated Performance
65
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY
Associated/Affiliated Company: SÉ SUPERMERCADOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
66
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY
Associated/Affiliated Company: SENDAS DISTRIBUIDORA S.A.
See ITR 08.01 Comments on Consolidated Performance
67
18.02 COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY
Associated/Affiliated Company: VERSALHES COM. PROD. ELETRÔNICOS LTDA.
See ITR 08.01 Comments on Consolidated Performance
68
GROUP | ITR | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEAD OFFICE | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Company Mail Address) | 1 |
01 | 04 | GENERAL INFORMATION/INDEPENDENT ACCOUNTANT | 1 |
01 | 05 | CAPITAL COMPOSITION | 2 |
01 | 06 | CHARACTERISTICS OF THE COMPANY | 2 |
01 | 07 | COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER | 2 |
01 | 09 | SUBSCRIBED CAPITAL AND ALTERATIONS IN CURRENT YEAR | 3 |
01 | 10 | INVESTOR RELATIONS OFFICER | 3 |
02 | 01 | BALANCE SHEET ASSETS | 4 |
02 | 02 | BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY | 5 |
03 | 01 | STATEMENT OF INCOME | 6 |
04 | 01 | NOTES TO THE QUARTERLY INFORMATION | 7 |
05 | 01 | COMMENTS ON COMPANY PERFORMANCE DURING THE QUARTER | 41 |
06 | 01 | CONSOLIDATED BALANCE SHEET - ASSETS | 43 |
06 | 02 | CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY | 44 |
07 | 01 | CONSOLIDATED STATEMENT OF INCOME | 46 |
08 | 01 | COMMENTS ON CONSOLIDATED PERFORMANCE DURING THE QUARTER | 47 |
09 | 01 | INVESTMENTS IN SUBSIDIARY AND/OR ASSOCIATED COMPANIES | 56 |
10 | 01 | CHARACTERISTICS OF PUBLIC OR PRIVATE DEBENTURE ISSUE | 57 |
16 | 01 | OTHER SIGNIFICANT INFORMATION | 59 |
17 | 01 | UNQUALIFIED REPORT ON THE LIMITED REVIEW | 63 |
NOVASOC COMERCIAL LTDA. | |||
18 | 02 | COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY | 65 |
SÉ SUPERMERCADOS LTDA. | |||
18 | 02 | COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY | 66 |
SENDAS DISTRIBUIDORA S.A. | |||
18 | 02 | COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY | 67 |
VERSALHES COM. PROD. ELETRÔNICOS LTDA: | |||
18 | 02 | COMMENTS ON PERFORMANCE OF ASSOCIATED/AFFILIATED COMPANY | 68 |
69
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 11, 2005 | By: /s/ Augusto Marques da Cruz Filho Name: Augusto Marques da Cruz Filho Title: Chief Financial Officer | |
By: /s/ Fernando Queiroz Tracanella Name: Fernando Queiroz Tracanella Title: Investor Relations Officer |