cbditr1q15_6ka1.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of November, 2016

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  


 

 

 

(FreeTranslation into English from the Original Previously Issued in Portuguese)

 

Companhia Brasileira de Distribuição

Individual and Consolidated Interim Financial Information for the Quarter Ended March 31, 2015 and Report on Review of Interim Financial Information

Deloitte Touche Tohmatsu Auditores Independentes

 

 

 

 


 

 

 


(Convenience Translation into English from the Original Previously Issued in Portuguese)

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Directors and Officers of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2015, which comprises the balance sheet as of March 31, 2015 and the related statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.

Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express an opinion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

 


 
 
 

Emphasis of matter

On May 7, 2015, we issued an unqualified review report on the Company’s individual and consolidated interim financial information for the quarter ended March 31, 2015, which is being restated. We draw attention to note 1.1 to the interim financial information, which describes that this interim financial information was amended and is being restated to reflect the adjustments identified after the completion of the investigation on indirect subsidiary Cnova Comércio Eletrônico S.A. Our conclusion remains unqualified, since the interim financial information were adjusted retrospectively.

Other matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added (“DVA”) for the three-month period ended March 31, 2015, prepared under Management’s responsibility, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information under International Financial Reporting Standards - IFRSs, which do not require the presentation of a DVA. These statements, which were amended and are being restated to reflect the adjustments described in note 1.1 to the interim financial information, were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, consistently with the interim financial information taken as a whole.

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, October 27, 2016

DELOITTE TOUCHE TOHMATSU

Eduardo Franco Tenório

Auditores Independentes

Engagement Partner

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.


(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Company Information

 

Capital Composition

2

Cash Dividends

3

Individual Interim Financial Information

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities

5

Statement of Income

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 3/31/2015

9

1/1/2014 to 3/31/2014

10

Statement of Value Added

11

Consolidated Interim Financial Information

 

Balance Sheet – Assets

12

Balance Sheet – Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 3/31/2015

17

1/1/2014 to 3/31/2014

18

Statement of Value Added

19

Notes to the Interim Financial Information

20

Other information deemed as relevant by the Company

90

 

 

 

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Number of Shares

(thousand)

Current Quarter

03/31/2015

Share Capital

 

Common

99,680

Preferred

165,635

Total

265,315

Treasury Shares

 

Common

-

Preferred

233

Total

233

 

2

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Class of Share

Amount per share (Reais/ share)

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Commom

-

0.68899

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Preferred

-

0.75789

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Commom

-

0.13636

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Preferred

-

0.15000

 

 

 

3

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in millions)

   

Code

Description

Current Quarter
03.31.2015

Previous Year
12.31.2014

1

Total Assets

22,478,000

23,123,000

1.01

Current Assets

5,286,000

6,118,000

1.01.01

Cash and Cash Equivalents

1,985,000

2,923,000

1.01.03

Accounts Receivable

302,000

380,000

1.01.03.01

Trade Receivables

239,000

305,000

1.01.03.02

Other Receivables

63,000

75,000

1.01.04

Inventories

2,564,000

2,487,000

1.01.06

Recoverable Taxes

125,000

105,000

1.01.07

Prepaid Expenses

125,000

41,000

1.01.08

Other Current Assets

185,000

182,000

1.02

Noncurrent Assets

17,192,000

17,005,000

1.02.01

Long-term Assets

1,375,000

1,373,000

1.02.01.03

Accounts Receivable

80,000

82,000

1.02.01.03.02

Other Receivables

80,000

82,000

1.02.01.06

Deferred Taxes

39,000

56,000

1.02.01.07

Prepaid Expenses

23,000

25,000

1.02.01.08

Receivables from Related Parties

355,000

398,000

1.02.01.09

Other Noncurrent Assets

878,000

812,000

1.02.01.09.04

Recoverable Taxes

448,000

392,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

430,000

420,000

1.02.02

Investments

8,454,000

8,312,000

1.02.02.01

Investments in Associates and Subsidiaries

8,430,000

8,288,000

1.02.02.01.01

Investments in Associates

6,000

-

1.02.02.01.02

Investments in Subsidiaries

8,424,000

8,288,000

1.02.02.02

Investment properties

24,000

24,000

1.02.03

Property and Equipment, Net

6,168,000

6,125,000

1.02.04

Intangible Assets

1,195,000

1,195,000

 

 

4

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in millions)

   

Code

Description

Current Quarter
03.31.2015

Previous Year
12.31.2014

2

Total Liabilities

22,478,000

23,123,000

2.01

Current Liabilities

7,961,000

8,825,000

2.01.01

Payroll and Related Taxes

367,000

335,000

2.01.02

Trade Payables

2,422,000

3,180,000

2.01.03

Taxes and Contributions Payable

123,000

183,000

2.01.04

Borrowings and Financing

2,772,000

2,895,000

2.01.05

Other Liabilities

2,277,000

2,231,000

2.01.05.01

Payables to Related Parties

1,855,000

1,751,000

2.01.05.02

Other

422,000

480,000

2.01.05.02.01

Dividends and Interest on Capital Payable

194,000

194,000

2.01.05.02.04

Utilities

2,000

2,000

2.01.05.02.05

Rent Payable

48,000

52,000

2.01.05.02.06

Advertisement Payable

25,000

39,000

2.01.05.02.07

Pass-through to Third Parties

8,000

8,000

2.01.05.02.08

Financing Related to Acquisition of Assets

31,000

80,000

2.01.05.02.09

Deferred Revenue

26,000

4,000

2.01.05.02.11

Other Payables

52,000

66,000

2.01.05.02.12

Loyalty Program

36,000

35,000

2.01.06

Provisions

-

1,000

2.02

Noncurrent Liabilities

3,854,000

3,821,000

2.02.01

Borrowings and Financing

2,710,000

2,631,000

2.02.02

Other Liabilities

629,000

642,000

2.02.02.02

Other

629,000

642,000

2.02.02.02.03

Taxes Payable in Installments

609,000

617,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.07

Other Accounts Payable

16,000

17,000

2.02.04

Provision for risks

484,000

483,000

2.02.06

Deferred Revenue

31,000

65,000

2.03

Shareholders’ Equity

10,663,000

10,477,000

2.03.01

Share Capital

6,793,000

6,792,000

2.03.02

Capital Reserves

286,000

282,000

2.03.02.04

Options Granted

279,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,397,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

258,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with non-controlling interests

102,000

107,000

2.03.05

Retained Earnings/ Accumulated Losses

192,000

-

2.03.07

Cumulative Translation Adjustment

(4,000)

-

2.03.08

Other Comprehensive Income

(1,000)

1,000

 

 

 

 

5

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Income

         

R$ (in millions)

     

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

3.01

Net Sales of Goods and/or Services

5,514,000

5,400,000

3.02

Cost of Goods Sold and/or Services Sold

(4,072,000)

(3,973,000)

3.03

Gross Profit

1,442,000

1,427,000

3.04

Operating Income/Expenses

(1,066,000)

(1,055,000)

3.04.01

Selling Expenses

(943,000)

(852,000)

3.04.02

General and Administrative Expenses

(129,000)

(136,000)

3.04.05

Other Operating Expenses

(143,000)

(137,000)

3.04.05.01

Depreciation/Amortization

(117,000)

(106,000)

3.04.05.03

Other Operating Expenses

(26,000)

(31,000)

3.04.06

Share of Profit of Subsidiaries and Associates

149,000

70,000

3.05

Profit before Financial Income (Expenses) and Taxes

376,000

372,000

3.06

Financial Income (Expenses)

(168,000)

(135,000)

3.07

Profit Before Income Tax and Social Contribution

208,000

237,000

3.08

Income Tax and Social Contribution

(16,000)

(46,000)

3.08.01

Current

-

(44,000)

3.08.02

Deferred

(16,000)

(2,000)

3.09

Net Income from Continued Operations

192,000

191,000

3.11

Net Income for the Period

192,000

191,000

3.99

Earnings per Share – (Reais/Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common

0.68161

0.67813

3.99.01.02

Preferred

0.74978

0.74595

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common

0.68106

0.67813

3.99.02.02

Preferred

0.74796

0.74418

 

 

6

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

 

Individual Interim Financial Information / Statement of Comprehensive Income

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

4.01

Net income for the Period

192,000

191,000

4.02

Other Comprehensive Income

(6,000)

-

4.02.01

Accumulative Translation Adjustment for the Period

(6,000)

-

4.03

Total Comprehensive Income for the Period

186,000

191,000

 
 

7

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Cash Flows - Indirect Method

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

6.01

Net Cash Provided by Operating Activities

(502,000)

(725,000)

6.01.01

Cash Provided by the Operations

381,000

411,000

6.01.01.01

Net Income for the Period

192,000

191,000

6.01.01.02

Deferred Income and Social Contribution Taxes

16,000

2,000

6.01.01.03

Gain on Disposal of Fixed Assets

3,000

1,000

6.01.01.04

Depreciation/Amortization

128,000

116,000

6.01.01.05

Interest and Inflation Adjustments

189,000

150,000

6.01.01.06

Adjustment to Present Value

(2,000)

-

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates (note 13)

(149,000)

(70,000)

6.01.01.08

Provision for Risks (note 23)

(10,000)

11,000

6.01.01.10

Share-based Payment

4,000

18,000

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

(2,000)

(5,000)

6.01.01.14

Deferred Revenue (note 23)

(12,000)

(3,000)

6.01.01.16

Other Operating Expenses

24,000

-

6.01.02

Changes in Assets and Liabilities

(883,000)

(1,136,000)

6.01.02.01

Accounts Receivable

66,000

69,000

6.01.02.02

Inventories

(75,000)

(323,000)

6.01.02.03

Recoverable Taxes

(74,000)

45,000

6.01.02.04

Other Assets

(71,000)

(78,000)

6.01.02.05

Related Parties

127,000

(123,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(9,000)

4,000

6.01.02.07

Trade Payables

(758,000)

(510,000)

6.01.02.08

Payroll and Related Taxes

29,000

(72,000)

6.01.02.09

Taxes and Social Contributions Payable

(78,000)

(154,000)

6.01.02.10

Legal claims

(5,000)

(9,000)

6.01.02.11

Other Payables

(35,000)

15,000

6.02

Net Cash Provided by (Used in) Investing Activities

(230,000)

(112,000)

6.02.02

Acquisition of Property and Equipment (note 15)

(211,000)

(95,000)

6.02.03

Increase in Intangible Assets (note 16)

(27,000)

(19,000)

6.02.04

Sales of Property and Equipment

8,000

2,000

6.03

Net Cash Provided by (Used in) Financing Activities

(206,000)

(680,000)

6.03.01

Capital Increase/Decrease

1,000

16,000

6.03.02

Borrowings

215,000

330,000

6.03.03

Payments (note 18)

(418,000)

(1,022,000)

6.03.06

Acquisition of Subsidiary

-

(4,000)

6.03.08

Transactions with Non-controlling Interest

(4,000)

-

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(938,000)

(1,517,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,923,000

2,851,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,985,000

1,334,000

 
 

8

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 03/31/2015

               

R$ (in millions)

           

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other compreehensive income

Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.04

Capital Transactions with Shareholders

1,000

4,000

-

-

-

5,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

5.04.09

Options Granted recognized in subsidiaries

-

1,000

-

-

-

1,000

5.05

Total Comprehensive Income

-

-

-

192,000

(6,000)

186,000

5.05.01

Net Income for the Period

-

-

-

192,000

-

192,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

5.06.05

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,793,000

286,000

3,397,000

192,000

(5,000)

10,663,000

 
 

9

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 03/31/2014

               

R$ (in millions)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other compreehensive Income

Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

5.04

Capital Transactions with Shareholders

16,000

17,000

-

-

-

33,000

5.04.01

Capital Increases

16,000

-

-

-

-

16,000

5.04.03

Options Granted

-

17,000

-

-

-

17,000

5.05

Total Comprehensive Income

-

-

-

191,000

-

191,000

5.05.01

Net Income for the Period

-

-

-

191,000

-

191,000

5.07

Closing Balance

6,780,000

250,000

2,402,000

191,000

-

9,623,000

 
 

10

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

7.01

Revenues

5,976,000

5,873,000

7.01.01

Sales of Goods, Products and Services

5,969,000

5,847,000

7.01.02

Other Revenues

7,000

26,000

7.02

Products Acquired from Third Parties

(4,681,000)

(4,627,000)

7.02.01

Costs of Products, Goods and Services Sold

(4,160,000)

(4,222,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(521,000)

(405,000)

7.03

Gross Value Added

1,295,000

1,246,000

7.04

Retention

(128,000)

(116,000)

7.04.01

Depreciation and Amortization

(128,000)

(116,000)

7.05

Net Value Added Produced

1,167,000

1,130,000

7.06

Value Added Received in Transfer

221,000

131,000

7.06.01

Share of Profit of Subsidiaries and Associates

149,000

70,000

7.06.02

Financial Revenue

72,000

61,000

7.07

Total Value Added to Distribute

1,388,000

1,261,000

7.08

Distribution of Value Added

1,388,000

1,261,000

7.08.01

Personnel

618,000

532,000

7.08.01.01

Direct Compensation

434,000

377,000

7.08.01.02

Benefits

133,000

116,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

36,000

37,000

7.08.01.04

Other

15,000

2,000

7.08.02

Taxes, Fees and Contributions

212,000

223,000

7.08.02.01

Federal

133,000

165,000

7.08.02.02

State

48,000

32,000

7.08.02.03

Municipal

31,000

26,000

7.08.03

Value Distributed to Providers of Capital

366,000

315,000

7.08.03.01

Interest

240,000

196,000

7.08.03.02

Rentals

126,000

119,000

7.08.04

Value Distributed to Shareholders

192,000

191,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

192,000

191,000

 
 

11

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in millions)

     

Code

Description

Current Quarter
03.31.2015

Previous Year
12.31.2014

1

Total Assets

42,968,000

45,345,000

1.01

Current Assets

21,197,000

24,021,000

1.01.01

Cash and Cash Equivalents

6,145,000

11,149,000

1.01.03

Accounts Receivable

4,818,000

3,434,000

1.01.03.01

Trade Receivables

4,552,000

3,176,000

1.01.03.02

Other Receivables

266,000

258,000

1.01.04

Inventories

8,902,000

8,364,000

1.01.06

Recoverable Taxes

863,000

807,000

1.01.07

Prepaid Expenses

257,000

130,000

1.01.08

Other Current Assets

212,000

137,000

1.02

Noncurrent Assets

21,771,000

21,324,000

1.02.01

Long-term Assets

5,003,000

4,751,000

1.02.01.03

Accounts Receivable

722,000

741,000

1.02.01.03.01

Trade Receivables

86,000

105,000

1.02.01.03.02

Other Receivables

636,000

636,000

1.02.01.04

Inventories

172,000

172,000

1.02.01.06

Deferred Taxes

505,000

491,000

1.02.01.07

Prepaid Expenses

37,000

37,000

1.02.01.08

Receivables from Related Parties

333,000

313,000

1.02.01.09

Other Noncurrent Assets

3,234,000

2,997,000

1.02.01.09.04

Recoverable Taxes

2,354,000

2,140,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

880,000

857,000

1.02.02

Investments

447,000

426,000

1.02.02.01

Investments in Associates

422,000

401,000

1.02.02.02

Investments Property

25,000

25,000

1.02.03

Property and Equipment, Net

9,832,000

9,699,000

1.02.04

Intangible Assets

6,489,000

6,448,000

 
 

12

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in millions)

   

Code

Description

Current Quarter
03.31.2015

Previous Year
12.31.2014

2

Total Liabilities

42,968,000

45,345,000

2.01

Current Liabilities

20,962,000

23,981,000

2.01.01

Payroll and Related Taxes

926,000

864,000

2.01.02

Trade Payables

11,083,000

13,393,000

2.01.03

Taxes and Contributions Payable

652,000

867,000

2.01.04

Borrowings and Financing

5,830,000

6,594,000

2.01.05

Other Liabilities

2,471,000

2,262,000

2.01.05.01

Payables to Related Parties

924,000

261,000

2.01.05.02

Other

1,547,000

2,001,000

2.01.05.02.01

Dividends and Interest on Capital Payable

321,000

321,000

2.01.05.02.04

Utilities

12,000

10,000

2.01.05.02.05

Rent Payable

104,000

115,000

2.01.05.02.06

Advertisement Payable

64,000

94,000

2.01.05.02.07

Pass-through to Third Parties

322,000

429,000

2.01.05.02.08

Financing Related to Acquisition of Assets

37,000

99,000

2.01.05.02.09

Deferred revenue

234,000

212,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

75,000

73,000

2.01.05.02.12

Other Payables

338,000

610,000

2.01.05.02.13

Loyalty Program

40,000

38,000

2.01.06

Provisions

-

1,000

2.02

Noncurrent Liabilities

7,577,000

7,170,000

2.02.01

Borrowings and Financing

3,532,000

3,134,000

2.02.02

Other Liabilities

717,000

725,000

2.02.02.02

Other

717,000

725,000

2.02.02.02.03

Taxes Payable in Installments

609,000

617,000

2.02.02.02.04

Payables Related to Acquisition of Companies

61,000

57,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.06

Pension Plan

8,000

7,000

2.02.02.02.07

Other Payables

35,000

36,000

2.02.03

Deferred Taxes

1,181,000

1,133,000

2.02.04

Provision for risks

1,370,000

1,344,000

2.02.06

Deferred revenue

777,000

834,000

2.03

Consolidated Shareholders’ Equity

14,429,000

14,194,000

2.03.01

Share Capital

6,793,000

6,792,000

2.03.02

Capital Reserves

286,000

282,000

2.03.02.04

Options Granted

279,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,397,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

258,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with Non-Controlling interests

102,000

107,000

2.03.05

Retained Earnings/ Accumulated Losses

192,000

-

2.03.07

Cumulative Translation Adjustment

(4,000)

-

2.03.08

Other Comprehensive Income

(1,000)

1,000

2.03.09

Non-controlling Interests

3,766,000

3,717,000

 
 

13

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Income

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

3.01

Net Sales from Goods and/or Services

17,214,000

14,953,000

3.02

Cost of Goods Sold and/or Services Sold

(13,076,000)

(11,266,000)

3.03

Gross Profit

4,138,000

3,687,000

3.04

Operating Income/Expenses

(3,451,000)

(2,929,000)

3.04.01

Selling Expenses

(2,721,000)

(2,384,000)

3.04.02

General and Administrative Expenses

(461,000)

(348,000)

3.04.05

Other Operating Expenses

(297,000)

(219,000)

3.04.05.01

Depreciation/Amortization

(229,000)

(191,000)

3.04.05.03

Other Operating Expenses

(68,000)

(28,000)

3.04.06

Share of Profit of Subsidiaries and Associates

28,000

22,000

3.05

Profit before Financial Income (Expenses) and Taxes

687,000

758,000

3.06

Financial Income (Expenses), Net

(282,000)

(339,000)

3.07

Profit Before Income Tax and Social Contribution

405,000

419,000

3.08

Income tax and Social Contribution

(153,000)

(155,000)

3.08.01

Current

(96,000)

(121,000)

3.08.02

Deferred

(57,000)

(34,000)

3.09

Net Income from Continuing Operations

252,000

264,000

3.11

Consolidated Net Income for the Period

252,000

264,000

3.11.01

Attributable to Owners of the Company

192,000

191,000

3.11.02

Attributable to Non-controlling Interests

60,000

73,000

3.99

Earnings per Share - (Reais/Share)

   

3.99.01

Basic Earnings per Share

   

3.99.01.01

Common

0.68161

0.67813

3.99.01.02

Preferred

0.74978

0.74595

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common

0.68106

0.67813

3.99.02.02

Preferred

0.74796

0.74418

 
 

14

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

4.01

Net Income for the Period

252,000

264,000

4.02

Other Comprehensive Income

(16,000)

-

4.02.01

Cumulative Translation adjustment

(16,000)

-

4.03

Total Comprehensive Income for the Period

236,000

264,000

4.03.01

Attributable to Owners of the Company

186,000

191,000

4.03.02

Attributable to Non-Controlling Interests

50,000

73,000

 
 

15

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Cash Flows - Indirect Method

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

6.01

Net Cash Provided by Operating Activities

(4,646,000)

(1,818,000)

6.01.01

Cash from Operations

1,020,000

982,000

6.01.01.01

Net Income for the Period

252,000

264,000

6.01.01.02

Deferred Income Tax and Social Contribution (note 21)

57,000

34,000

6.01.01.03

Gain on Disposal of Fixed Assets

15,000

1,000

6.01.01.04

Depreciation/Amortization

262,000

217,000

6.01.01.05

Interest and Inflation Adjustments

328,000

286,000

6.01.01.06

Adjustment to Present Value

(1,000)

-

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates (note 13)

(28,000)

(22,000)

6.01.01.08

Provision for Risks (note 23)

52,000

43,000

6.01.01.10

Share-based Payment

5,000

18,000

6.01.01.11

Allowance for Doubtful Accounts (note 8)

100,000

100,000

6.01.01.13

Provision for Obsolescence/breakage (nota 10)

(7,000)

(4,000)

6.01.01.14

Deferred revenue (note 25)

(17,000)

45,000

6.01.01.15

Other Operating Expenses

2,000

-

6.01.02

Changes in Assets and Liabilities

(5,666,000)

(2,800,000)

6.01.02.01

Accounts Receivable

(1,419,000)

25,000

6.01.02.02

Inventories

(467,000)

(778,000)

6.01.02.03

Recoverable Taxes

(261,000)

43,000

6.01.02.04

Other Assets

(209,000)

(254,000)

6.01.02.05

Related Parties

(179,000)

(2,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(15,000)

(23,000)

6.01.02.07

Trade Payables

(2,434,000)

(1,521,000)

6.01.02.08

Payroll and Related Taxes

59,000

(15,000)

6.01.02.09

Taxes and Social Contributions Payable

(245,000)

(287,000)

6.01.02.10

Legal Claims

(66,000)

(22,000)

6.01.02.11

Other Payables

(411,000)

34,000

6.01.02.12

Deferred revenue

(19,000)

-

6.02

Net Cash Provided by (Used in) Investing Activities

(472,000)

(261,000)

6.02.02

Acquisition of Property and Equipment

(413,000)

(235,000)

6.02.03

Increase in Intangible Assets (note 16)

(96,000)

(37,000)

6.02.04

Sales of Property and Equipment (note 15)

30,000

11,000

6.02.05

Net Cash From Sale of Subsidiary

7,000

-

6.03

Net Cash Provided by Financing Activities

110,000

(938,000)

6.03.01

Capital Increase/Decrease

1,000

16,000

6.03.02

Borrowings

1,571,000

1,536,000

6.03.03

Payments (note 18)

(2,209,000)

(2,486,000)

6.03.05

Transactions with non-controlling interests

(4,000)

-

6.03.06

Acquisition of Subsidiary (note 22)

-

(4,000)

6.03.08

Borrowings with Related Parties

751,000

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

4,000

-

6.05

Increase (Decrease) in Cash and Cash Equivalents

(5,004,000)

(3,017,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

11,149,000

8,367,000

6.05.02

Cash and Cash Equivalents at the End of the Period

6,145,000

5,350,000

 
 

16

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 03/31/2015

                   

R$ (in millions)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other compreehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.04

Capital Transactions with Shareholders

1,000

4,000

-

-

-

5,000

1,000

6,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

-

3,000

5.04.09

Options Granted Recognized in Subsidiaries

-

1,000

-

-

-

1,000

1,000

2,000

5.05

Total Comprehensive Income

-

-

-

192,000

(6,000)

186,000

50,000

236,000

5.05.01

Net Income for the Period

-

-

-

192,000

-

192,000

60,000

252,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.06.05

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,793,000

286,000

3,397,000

192,000

(5,000)

10,663,000

3,766,000

14,429,000

 

 

17

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 03/31/2014

                   

R$ (in millions)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other compreehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.04

Capital Transactions with Shareholders

16,000

17,000

-

-

-

33,000

-

33,000

5.04.01

Capital Increases

16,000

-

-

-

-

16,000

-

16,000

5.04.03

Options Granted

-

17,000

-

-

-

17,000

-

17,000

5.05

Total Comprehensive Income

-

-

-

191,000

-

191,000

73,000

264,000

5.05.01

Net Income for the Period

-

-

-

191,000

-

191,000

73,000

264,000

5.06

Internal Changes in Shareholders’ Equity

-

-

-

-

-

-

(4,000)

(4,000)

5.06.05

Transactions With Non-controlling interests

-

-

-

-

-

-

(4,000)

(4,000)

5.07

Closing Balance

6,780,000

250,000

2,402,000

191,000

-

9,623,000

3,271,000

12,894,000

 
 

18

 


 

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

ITR – Interim Financial Information – March 31, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in millions)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
03/31/2015

Year To Date Previous
Period
01/01/2014 to
03/31/2014

7.01

Revenues

19,081,000

16,508,000

7.01.01

Sales of Goods, Products and Services

19,173,000

16,572,000

7.01.02

Other Revenues

8,000

36,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(100,000)

(100,000)

7.02

Products Acquired from Third Parties

(14,791,000)

(12,512,000)

7.02.01

Costs of Products, Goods and Services Sold

(13,062,000)

(11,201,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,729,000)

(1,311,000)

7.03

Gross Value Added

4,290,000

3,996,000

7.04

Retention

(262,000)

(217,000)

7.04.01

Depreciation and Amortization

(262,000)

(217,000)

7.05

Net Value Added Produced

4,028,000

3,779,000

7.06

Value Added Received in Transfer

244,000

201,000

7.06.01

Share of Profit of Subsidiaries and Associates

28,000

22,000

7.06.02

Financial Income

216,000

179,000

7.07

Total Value Added to Distribute

4,272,000

3,980,000

7.08

Distribution of Value Added

4,272,000

3,980,000

7.08.01

Personnel

1,764,000

1,473,000

7.08.01.01

Direct Compensation

1,299,000

1,079,000

7.08.01.02

Benefits

286,000

254,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

99,000

106,000

7.08.01.04

Other

80,000

34,000

7.08.01.04.01

Interest

80,000

34,000

7.08.02

Taxes, Fees and Contributions

1,359,000

1,341,000

7.08.02.01

Federal

897,000

879,000

7.08.02.02

State

400,000

405,000

7.08.02.03

Municipal

62,000

57,000

7.08.03

Value Distributed to Providers of Capital

897,000

902,000

7.08.03.01

Interest

498,000

518,000

7.08.03.02

Rentals

399,000

384,000

7.08.04

Value Distributed to Shareholders

252,000

264,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

192,000

191,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

60,000

73,000

 

19

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.       Corporate information

Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) engages in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores principally under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Minimercado Extra”, “Assai”, “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Cdiscount.com” and the neighborhood shopping mall brand “Conviva”. Its headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”. Subsidiaries that are public companies are Via Varejo S.A (“Via Varejo”) which has its shares listed on BM&FBovespa, under ticker symbols “VVAR11” and “VVAR3” and Cnova N.V (“Cnova Holanda”) which has its shares listed in Nasdaq Global Select Market under ticker symbol “CNV” and in Euronext Paris under ticker symbol “CNV”.

The Company is controlled by Wilkes Participações S.A. ("Wilkes"), which is controlled by Casino Guichard Perrachon (“Casino”).

1.1    Cnova’s Investigation and restatement of interim financial information previously issued.

As disclosed to the market on December 18, 2015, by the subsidiary Cnova NV (“Cnova”), an investigation was conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company.

During the investigation other issues have been added to investigation related to accounting matters in the accounts of “trade payables” and “other accounts receivable”, which were analyzed and announced to the market January 12, 2016.

Subsequently, the scope of investigation was expanded to include an evaluation over the discrepancies related to accounts payables, accounts receivables/products in transit with freight companies, freight provisions and other expenses and improper capitalization of expenses relating to software development.

As a result, Cnova identified several erros in the financial statements and, consequently, as it is controlled by the Company and consolidated for the presentation of the financial statements, such effects resulted in the same errors in the previously issued financial statements of the Company.

There is no deferred income tax impact over the adjustments, once the Company evaluated and concluded that the deferred income tax would not be recoverable.

 

20

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued  – continued.

The adjustments identified on Cnova were substantially related to:

a)     Identification of damaged and/or returned products sold at discount, requiring additional provision for loss in damaged goods;

b)    Identification of improper transactions and accounts reconciliations differences related to trade accounts payable , accounts receivables, pending orders , ICMS, freight payable and others.

c)     Identification of overstated amount in net sales not reversed when the merchandise originally ordered was returned by costumer;

d)    Improper capitalization of expenses regarding internal software development;

e)     Change of the accounting practice of allocation of warehouse and shipping costs to the inventory, which are no longer capitalized.

 

21

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.       Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Below the breakdown of the investigation adjustments per period:

March 31, 2015

     

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust

             

 

 

 

 

 

 

 

Net sales of goods and services

-

(37)

-

14

-

(23)

Cost of goods sold and services sold

8

35

-

-

(14)

29

Gross profit

8

(2)

-

14

(14)

6

Selling expenses

-

5

(6)

(3)

(1)

(5)

General and administrative expenses

-

-

(2)

-

-

(2)

Depreciation and amortization

-

-

2

-

-

2

Profit before financial income (expenses)

8

3

(6)

11

(15)

1

Financial income (expenses)

-

-

-

-

(1)

(1)

Profit before income tax and social contribution

8

3

(6)

11

(16)

-

Net income (loss)

8

3

(6)

11

(16)

-

 

 

March 31, 2014

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

Net adjust

           

 

 

 

 

 

 

Net sales of goods and services

-

(38)

-

(18)

(56)

Cost of goods sold and services sold

(25)

22

(2)

-

(5)

Gross profit

(25)

(16)

(2)

(18)

(61)

Selling expenses

-

(4)

(2)

(6)

(12)

General and administrative expenses

-

-

(1)

-

(1)

Depreciation and amortization

-

-

-

-

-

Profit before financial income (expenses)

(25)

(20)

(5)

(24)

(74)

Profit before income tax and social contribution

(25)

(20)

(5)

(24)

(74)

Net income (loss)

(25)

(20)

(5)

(24)

(74)

 

22

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Parent company:

March 31, 2015:

Assets

Presented as of 3.31.2015

Total adjust

Restated as of 3.31.2015

   

 

Investiments

8,527

(103)

8,424

Total assets

22,581

(103)

22,478

   

 

Liabilities

Presented as of 3.31.2015

Total adjust

Restated as of 3.31.2015

     
   

 

Shareholders´ equity

10,766

(103)

10,663

Total liabilities and Shareholders´ equity

22,581

(103)

22,478

   

 

Presented as of 3.31.2015

Total adjust

Restated as of 3.31.2015

     

Share of profit of subsidiaries and associates

149

-

149

Net income (loss)

192

-

192

 

 

December 31, 2014:

 

Assets

Presented as of 12.31.2014

Total adjust

Restated as of 12.31.2014

       

Investiments

8,391

(103)

8,288

Total assets

23,226

(103)

23,123

       

Liabilities

Presented as of 12.31.2014

Total adjust

Restated as of 12.31.2014

       

Shareholders´ equity

10,580

(103)

10,477

Total liabilitites and shareholders´ equity

23,226

(103)

23,123

       

Presented as of 3.31.2014

Total adjust

Restated as of 3.31.2014

       

Share of profit of subsidiaries and associates

123

(53)

70

Net income (loss)

244

(53)

191

 

 

23

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Consolidated:

March 31, 2015:

 

Accounts

Presented as of 3.31.2015

Total Investigation adjust

Restated as of 3.31.2015

       

Current assets

     

Accounts receivables

4,582

(30)

4,552

Others accounts receivables

300

(34)

266

Inventories

8,396

(34)

8,902

Recoverable taxes

865

(2)

863

Total current assets

21,297

(100)

21,197

     

Recoverable taxes

2,350

4

2,354

Intangible assets

6,552

(63)

6,489

Noncurrent assets

21,830

(59)

21,771

Total assets

43,127

(159)

42,968

     

Current Liabilities

     

Trade payables

10,999

84

11,083

Deferred revenue

236

(2)

234

Others accounts payables

331

47

378

Current liabilities

20,833

129

20,962

     

Profit reserve

3,500

(103)

3,397

Controlling shareholders´ equity

10,766

(103)

10,663

Noncontrolling shareholders´ equity

3,951

(185)

3,766

Total shareholders´ equity

14,717

(288)

14,429

     

Liabilities and shareholders´ equity

43,127

(159)

42,968

 

 

24

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Consolidated:

December 31, 2014:

Accounts

Presented as of 12.31.2014

Total Investigation adjust

IAS 2 – change of accounting practice

Restated as of 12.31.2014

Assets

       

Current assets

       

Accounts receivables

3,210

(34)

-

3,176

Others accounts receivables

295

(37)

-

258

Inventories

8,405

(28)

(12)

8,364

Recoverable taxes

808

(1)

-

807

Total current assets

24,133

(100)

(12)

24,021

         

Intangible assets

6,495

(47)

-

6,448

Total Noncurrent assets

21,367

(43)

-

21,324

Total assets

45,500

(143)

(12)

45,345

         

Liabilities

 

 

 

 

Current Liabilities

 

 

 

 

Trade payables

13,322

71

-

13,393

Deferred revenue

214

(2)

-

212

Others accounts payables

652

63

-

715

Total Current liabilities

23,848

133

-

23,981

         

Profit reserve

3,505

(91)

(12)

3,402

Controlling shareholders´ equity

10,580

(91)

(12)

10,477

Noncontrolling shareholders´ equity

3,902

(185)

-

3,717

Total shareholders´ equity

14,482

(276)

(12)

14,194

         

Total Liabilities and shareholders´ equity

45,500

(143)

(12)

45,345

 

 

 

25

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Consolidated:

March 31, 2015:

 

Presented as of 3.31.2015

Total Investigation adjust

Restated as of 3.31.2015

       

Net sales of goods and services

17,237

(23)

17,214

Cost of goods sold and services sold

(13,105)

29

(13,076)

Gross profit

4,132

6

4,138

Operating income (expenses)

     

Selling expenses

(2,716)

(5)

(2,721)

General and administrative expenses

(459)

(2)

(461)

Depreciation and amortization

(231)

2

(229)

Profit before financial income (expenses)

(686)

(1)

(687)

Financial income (expenses)

(281)

(1)

(282)

Profit before income tax and social contribution

405

-

405

 

 

 

 

Net income (loss)

252

-

252

Atributtable to:

     

Controlling shareholders

192

 

192

Noncontrolling shareholders

60

 

60

       

Earnings per share

     

Common

0.68141

 

0.68161

Preferred

0.94955

 

0.74978

 

Statement of Value Added:

 

Total adjust 3.31.2015

 

Revenue

(31)

Products acquired from third parties

26)

Gross value added

(5)

Retention

2

   

Total value added to distribute

(3)

 

 

26

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

 

Statement of Cash Flows:

 

Presented as of 3.31.2015

Total adjust

Restated as of 3.31.2015

     

Net cash provided by operating activities

(4,639)

(7)

(4,646)

Net cash provided by investing activities

(479)

7

(472)

 

March 31, 2014:

 

 

Presented as of 3.31.2014

Total Investigation adjust

Restated as of 3.31.2014

       

Net sales of goods and services

15,009

(56)

14,953

Cost of goods sold and services sold

(11,261)

(5)

(11,266)

Gross profit

3,748

(61)

3,687

Operating income (expenses)

     

Selling expenses

(2,372)

(12)

(2,384)

General and administrative expenses

(347)

(1)

(348)

Depreciation and amortization

(191)

-

(191)

Profit before financial income (expenses)

832

(74)

758

Financial income (expenses)

(339)

-

(339)

Profit before income tax and social contribution

493

(74)

419

       

Net income (loss)

338

(74)

264

Atributtable to:

     

Controlling shareholders

244

(53)

191

Noncontrolling shareholders

94

(21)

73

       

Earnings per share

     

Common

0.86759

 

0.67813

Preferred

0.95435

 

0.74595

 

The announced balances column includes Malls reclassifications (see note 1.2).

 

27

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.       Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued – continued.

Statement of Value Added:

 

Total adjust

3.31.2015

   

Revenue

(65)

Products acquired from third parties

(18)

Gross value added

(83)

   

Total value added to distribute

(83)

 

 

Statement of Cash Flows:

 

Presented as of 3.31.2014

Total adjust

Restated as of 3.31.2014

     

Net cash provided by operating activities

(1,814)

(4)

(1,818)

Net cash provided by investing activities

(265)

4

(261)

 

1.2    Reclassification of Malls revenue

The Company has reclassified certain amounts in the statements of income and value added for the three-month period ended March 31, 2014, presented for comparison purposes, to conform them to the reporting criteria adopted in the current period. The following reclassifications were made:

 

 

Parent Company

Balance at 3.31.2014

Presented balance

Malls galleries –

cost

Malls

galleries - revenue

Reclassified balance

Net sales of goods and/or services

5,372

-

28

5,400

Cost of sales and/or services

(3,965)

(8)

-

(3,973)

Gross profit

1,407

(8)

28

1,427

Operating income (expenses)

(982)

8

(28)

(1,002)

Selling expenses

(832)

8

(28)

(852)

 

 

Consolidated

Balance at 3.31.2014

Presented balance

Malls galleries – cost

Malls galleries –

revenue

Reclassified balance

Net sales of goods and/or services

14,973

-

36

15,009

Cost of goods sold and/or services

(11,250)

(11)

-

(11,261)

Gross profit

3,723

(11)

36

3,748

Operating income (expenses)

(2,891)

11

(36)

(2,916)

Selling expenses

(2,347)

11

(36)

(2,372)

 
 

28

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.2       Reclassification of Malls revenue

1.2.1      Statement of income: Revenues and costs with commercial galleries rental, which were previously recorded as recovery of selling expenses, were reclassified to "net sales of goods and/or services" and "cost of goods sold and/or services sold" respectively due to an increase in the share of this activity in the Multivarejo segment and considering the expectations of new launches of the ventures "Conviva" and the expected increase in future operations, better presenting this activity in the Group’s financial statements. The Company’s management considers an appropriate procedure to adopt the current classification in order to allow comparability and a final classification of these revenues and costs.

1.2.2      Statement of value added: According to the changes mentioned above, the line items that were changed in the statement of value added refer to sales of goods of R$31 and R$40, other revenues and expenses of R$28 and R$36, cost of goods sold and materials, energy, outsourced services and others in the amounts of R$8 and R$11, and taxes and contributions of R$3 and R$4, parent company and consolidated, respectively.

2.      Basis of preparation

The individual and consolidated interim financial information (“Interim Financial Information”) has been prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”) and CPC 21(R1) - Interim Financial Reporting issued by Comitê de Pronunciamentos Contábeis (“CPC”) and presented consistently with the standards approved and issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of interim financial information – ITR.

The individual and consolidated interim financial information is being presented in million of Brazilian Reais (“R$”). The reporting currency of the Company is the Real and the functional currency of subsidiaries is the local currency.

Significant accounting policies adopted in the preparation of the individual and consolidated interim  financial information are consistent with those adopted and disclosed in note 2 to the annual financial statements for the year ended December 31, 2014 dated February 12, 2015 and, therefore, should be read in conjunction with those annual financial statements.

The interim financial information for the three-month period ended March 31, 2015 was approved by the Board of Directors on October 25, 2015.

 

 

29

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.      Basis of consolidation

The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2014, in note 3.

3.1.      Interest in subsidiaries and associates:

 

Direct and indirect equity interests - %

 

3.31.2015

 

12.31.2014

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Subsidiaries

             

Novasoc Comercial Ltda.

10.00

 

-

 

10.00

 

-

Sé Supermercado Ltda.

100.00

 

-

 

100.00

 

-

Sendas Distribuidora S.A.

100.00

 

-

 

100.00

 

-

Bellamar Empreend. e Participações Ltda.

100.00

 

-

 

100.00

 

-

GPA Malls

100.00

 

-

 

100.00

 

-

CBD Holland B.V.

100.00

 

-

 

100.00

 

-

CBD Panamá Trading Corp.

-

 

100.00

 

-

 

100.00

Barcelona Comércio Varejista e Atacadista S.A.

68.86

 

31.14

 

68.86

 

31.14

Xantocarpa Participações Ltda.

-

 

100.00

 

-

 

100.00

GPA 2 Empreed. e Participações Ltda.

99.99

 

0.01

 

99.99

 

0.01

GPA 6 Empreend. e Participações Ltda ( GPA Logística e Transporte Ltda )

100.00

 

-

 

100.00

 

-

Posto Ciara Ltda

100.00

 

-

 

100.00

 

-

Auto Posto Império Ltda

100.00

 

-

 

100.00

 

-

Auto Posto Duque Salim Maluf Ltda

100.00

 

-

 

100.00

 

-

Auto Posto Duque Santo André

100.00

 

-

 

100.00

 

-

Auto Posto Duque Lapa Ltda

100.00

 

-

 

100.00

 

-

Nova Holding ( Nova Pontocom) (*)

52.34

 

19.05

 

52.34

 

19.05

Luxco – Marneylectro S.A.R.L (formerly Jaipur Financial Markets S.A.R.L)

2.65

 

68.88

 

2.65

 

68.88

Dutchco - Marneylectro B.V (formerly Jaipur Financial Markets B.V)

-

 

71.53

 

-

 

71.53

Cnova N.V (Cnova Holanda)

-

 

35.73

 

-

 

35.73

CNova Comércio Eletrônico S/A (Bruxellas Empreend. e Participações S.A.)

-

 

35.73

 

-

 

35.73

E-Hub Consult. Particip. e Com. S.A.

-

 

35.73

 

-

 

35.73

Nova Experiência PontoCom

-

 

35.73

 

-

 

35.73

Cdiscount S.A

-

 

35.73

 

-

 

35.73

Cnova Finança B.V

-

 

35.73

 

-

 

35.73

Financière MSR S.A.S

-

 

35.67

 

-

 

35.67

E-Trend SAS France

-

 

35.67

 

-

 

35.67

Cdiscount AS France

-

 

35.52

 

-

 

35.52

Cdiscount Afrique S.A.S

-

 

35.67

 

-

 

35.67

CD Africa SAS

-

 

30.32

 

-

 

30.32

Cdiscount International BV The Netherlands

-

 

35.67

 

-

 

35.67

C-Distribution Asia Pte. Ltd. Singapore

-

 

21.40

 

-

 

21.40

CLatam AS Uruguay

-

 

24.97

 

-

 

24.97

Cdiscount Colombia S.A.S

-

 

18.20

 

-

 

18.20

C Distribution Thailand Ltd.

-

 

14.98

 

-

 

14.98

E-Cavi Ltd Hong Kong

-

 

17.12

 

-

 

17.12

Cdiscount Vietnam Co Ltd.

-

 

17.12

 

-

 

17.12

Cnova France SAS

-

 

35.73

 

-

 

35.73

Cdiscount Côte d'Ivoire SAS Ivory Coast (**)

-

 

30.32

 

-

 

-

Cdiscount Sénégal SAS (**)

-

 

30.32

 

-

 

-

Cdiscount Panama S.A (**)

-

 

24.97

 

-

 

-

Cdiscount Cameroun SAS (**)

-

 

30.32

 

-

 

-

Cdiscount Ecuador (**)

-

 

24.96

 

-

 

-

Cdiscount Moncorner (**)

-

 

35.52

 

-

 

-

Via Varejo S/A

43.35

 

-

 

43.35

 

-

Indústria de Móveis Bartira Ltda.

-

 

43.35

 

-

 

43.35

VVLOG Logistica (PontoCred Negócio de Varejo Ltda.)

-

 

43.35

 

-

 

43.35

Globex Adm e Serviços Ltda.

-

 

43.35

 

-

 

43.35

Lake Niassa Empreend. e Participações Ltda.

-

 

43.35

 

-

 

43.35

Globex Adm. Consórcio Ltda.

-

 

43.35

 

-

 

43.35

(*) Excluding treasury shares

(**) Companies consolidated into subsidiary Cdiscount, with no effects on the financial statements.

 

 

30

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.       Basis of consolidation Continued

3.1.      Interest in subsidiaries and associates – Continued

 

Direct and indirect equity interests - %

 

3.31.2015

 

12.31.2014

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Associates

 

 

 

 

 

 

 

Financeira Itaú CBD – FIC

-

 

41.93

 

-

 

41.93

Banco Investcred Unibanco S.A. (“BINV”)

-

 

21.67

 

-

 

21.67

FIC Promotora de Vendas Ltda.

-

 

41.93

 

-

 

41.93

In the individual interim financial information, equity interests are calculated considering the percentage held by GPA or its subsidiaries. In the consolidated Interim financial information, the Company fully consolidates all its subsidiaries, keeping noncontrolling interests in a specific line item in shareholders’ equity.

3.2.      Associates – BINV and FIC

Investments are accounted under the equity method because these associates are entities over which the Company exercises significant influence, but not control, since (a) it is a party to the shareholders’ agreement, appointing certain officers and having veto rights in   certain relevant decisions, (b) the power over the operating and financial decisions of BINV and FIC is held by Banco Itaú Unibanco S.A (“Itaú Unibanco”).

FIC’s summarized interim financial information is as follows:

 

FIC

 

3.31.2015

12.31.2014

 

 

Current assets

3,712

3,815

Noncurrent assets

35

35

Total assets

3,747

3,850

 

 

Current liabilities

2,806

2,963

Noncurrent liabilities

12

15

Shareholders’ equity

929

872

Total liabilities and shareholders’ equity

3,747

3,850

 

 

Statement of income:

3.31.2015

3.31.2014

Revenues

258

241

Operating income

99

76

Net income for the period

57

41

 

 

For the purposes of measurement of the investment in this associate, the special goodwill reserve recorded by FIC should be deducted from its shareholders’ equity, since it is Itaú Unibanco’s (controlling shareholder) exclusive right.

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

4.      Significant accounting policies

Except for the item mentioned below, the significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in Note 4 to the financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements.

4.1.   Present value adjustment of assets and liabilities

Until 2014, Company recorded the adjustment to presente value (“AVP”) over the credit card receivables instalments without interest, after the sale of these amounts to the credit card companies, even considering that receivables were not long term (in average received in 4 months) and the impacts not significant on the short term. The reversal of the adjustment recorded was made in the net sales, once the financing to clients is part of the Company´s business. In 2015, the accounting practice of recording AVP over the sales using credit card was discontinued. Company aims to reduce the average term of receipt, and interest on installment sales in a higher portion of sales. Theses balances on December 31, 2014, were R$6.

The long term assets and liabilities continue to be adjusted, considering the contractual cash flows and respective interest rate.

5.      Adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective

With the exception of the item mentioned below, the adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2014 dated February 12, 2015, there are no significant effect to the Company.

Except for standards “IFRS 15 – Revenue from contracts with customers” and “IFRS 16 – Leases” which impacts are under analisys by Company. In relation to IFRS 16 there are expected relevant impacts in the financial statements.

 

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

The preparation of the Company’s individual and consolidated interim financial information requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period; however, uncertainties about these assumptions and estimates may result in outcomes that require adjustments to the carrying amount of the affected asset or liability in future periods.

 

The significant assumptions and estimates for interim financial information for the three-month period ended March 31, 2015 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements, except for the impairment test, which is conducted annually, observing indicators during the year as described in notes 15 and 16.

 

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

7.      Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2014, in note 7.

 

 

Parent Company

 

Consolidated

 

Rate

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

 

 

 

 

 

 

Cash and banks - Brazil

 

72

131

 

215

403

Cash and banks - Abroad

 

-

-

 

223

349

Financial investments

(*)

1,913

2,792

 

5,185

9,761

Financial investments

11.40%

-

-

 

522

636

   

1,985

2,923

 

6,145

11,149

 

(*) Financial investments as at March 31, 2015 refer basically to repurchase agreements, yielding a weighted average rate equivalent to 100.73% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days.

 

8.      Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2014, in note 8.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

 

 

 

Restated

Restated

Credit card companies (note 8.1)

46

57

 

1,740

191

Sales vouchers

54

75

 

228

169

Consumer finance - CDCI (note 8.2)

-

-

 

2,154

2,268

Trade receivables from cash and carry customers

-

-

 

267

316

Private label credit card

16

20

 

16

20

Receivables from related parties (note 12.2)

88

115

 

45

28

Estimated loss on doubtful accounts (note 8.3)

-

-

 

(336)

(344)

Receivables from suppliers

34

36

 

227

256

Extended warranty

-

-

 

193

237

Other trade receivables

1

2

 

18

35

Current

239

305

 

4,552

3,176

           

Consumer finance – CDCI (note 8.2)

-

-

 

94

115

Estimated losses on doubtful accounts (note 8.3)

-

-

 

(8)

(10)

Noncurrent

-

-

 

86

105

           
 

239

305

 

4,638

3,281

8.1.   Credit card companies

The Company and its subsidiaries sell credit card receivables to banks or credit card companies in order to strengthen their working capital, without right of subrogation or related obligation.

 

In 2015 the subsidiary Via Varejo, as part of cash management strategy of the Group, did not sell receivables to credit card companies or banks. The receiving average maturity is 4 months.

 

 

 

33

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

8.      Trade receivables – Continued

8.2.   Consumer finance– CDCI – Via Varejo

Refers to direct consumer credit through an intervening party (CDCI), which can be paid in up to 24 installments, however, the most frequent term is less than 12 months.

Via Varejo maintains agreements with financial institutions where it is designated as the intervening party of these operations (see note 18).

8.3.   Estimated losses on doubtful accounts

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

 

 

 

Restated 

Restated 

At the beginning of the period

-

(3)

 

(354)

(239)

Loss/reversal in the period

-

-

 

(100)

(100)

Write-off of receivables

-

2

 

111

102

Exchange rate changes

-

-

 

(1)

-

At the end of the period

-

(1)

 

(344)

(237)

           

Current

-

-

 

(336)

(228)

Noncurrent

-

-

 

(8)

(9)

Below is the aging list of consolidated gross receivables:

 

 

 

Past-due receivables – Consolidated

 

Total

Falling due

<30 days

30-60 days

61-90 days

>90 days

 

 

 

 

 

 

3.31.2015

4,982

4,492

168

88

53

181

12.31.2014

3,635

3,199

141

60

39

196

 

 

34

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

9.      Other receivables

The detailed information on other receivables was presented in the annual financial statements for  2014, in note 9.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

       

Restated

Restated

Receivables from sale of property and equipment

15

11

 

48

45

Supplier receivables

-

-

 

35

30

Advances to suppliers

-

-

 

12

11

Rental advances

13

14

 

13

14

Receivables from Audax

7

7

 

13

13

Amounts to be reimbursed

12

29

 

133

108

Rental receivable

35

38

 

52

51

Receivables from Paes Mendonça

-

-

 

532

532

Receivables from sale of companies

55

54

 

55

54

Others

6

4

 

9

36

 

143

157

 

902

894

           

Current

63

75

 

266

258

Noncurrent

80

82

 

636

636

 

10.    Inventories

The detailed information on inventories was presented in the annual financial statements for 2014, in note 10.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

 

 

 

Restated 

Restated

Stores

1,607

1,510

 

4,147

4,089

Distribution centers

965

987

 

4,840

4,366

Real estate inventories under construction

-

-

 

172

172

Estimed losses on obsolescence and breakage (note 10.1)

(8)

(10)

 

(85)

(91)

 

2,564

2,487

 

9,074

8,536

         

Current

2,564

2,487

 

8,902

8,364

Noncurrent

-

-

 

172

172

10.1.Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

       

Restated

Restated

At the beginning of the period

(10)

(12)

 

(91)

(51)

Additions

(2)

(1)

 

(18)

(6)

Write-offs / reversal

4

6

 

25

9

Exchange rate changes

-

-

 

(1)

-

At the end of the period

(8)

(7)

 

(85)

(48)

 

35

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

11.    Recoverable taxes

The detailed information on recoverable taxes was presented in the annual financial statements for 2014, in note 11.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

Current

 

 

 

Restated

Restated

State value-added tax on sales and services – ICMS (note 11.1)

101

90

 

601

590

Social Integration Program/ Tax for Social Security Financing-PIS/COFINS

8

9

 

52

54

Income Tax on Financial investments

6

3

 

13

20

Income Tax and Social Contribution

10

3

 

33

12

Social Security Contribution - INSS

-

-

 

21

-

Value-Added Tax - France

-

-

 

97

85

Others

-

-

 

46

46

Total current

125

105

 

863

807

           

Noncurrent

         

ICMS (note 11.1)

352

319

 

1,882

1,685

PIS/COFINS

3

-

 

327

308

INSS

93

73

 

145

147

Total noncurrent

448

392

 

2,354

2,140

           

Total

573

497

 

3,217

2,947

11.1.   ICMS is expected to be realized as follows:

In

Parent Company

Consolidated

 

 

Restated

Up to one year

101

601

2017

87

521

2018

88

606

2019

83

506

2020

75

207

2021

19

42

 

453

2,483

 

Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2014 including changes occurred in the three-month period ended March 31, 2015. There were no events os circumstances incating the need for modifying the expected future realization of ICMS balances.

 

 

36

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties

12.1.   Management and Audit Comitee compensation

The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support comittees) Fiscal Council and Audit Committee remuneration recorded in the Company’s statement of income for the periods ended March 31, were as follows:

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Board of directors (*)

1

1

 

-

-

 

-

-

 

1

1

Executive officers

8

25

 

5

5

 

1

1

 

14

31

 

9

26

 

5

5

 

1

1

 

15

32

 (*) The compensation of the Board of Directors advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance) is included in this line.

 

 

 

 

37

 

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.2.   Balances and transactions with related parties.

                The detailed information on related parties was presented in the annual financial statements for 2014, in note 12.

 

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholders

                                       

Casino

-

-

 

-

-

 

4

2

 

25

19

 

-

-

 

-

-

 

(14)

(6)

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(1)

(1)

Euris

-

-

 

-

-

 

-

-

 

2

1

 

-

-

 

-

-

 

-

-

Subsidiaries

                                       

Novasoc Comercial

-

-

 

-

-

 

-

-

 

4

-

 

-

84

 

-

1

 

-

2

Sé Supermecados

48

52

 

-

-

 

5

3

 

1,484

1,417

 

122

23

 

2

-

 

5

1

Sendas Distribuidora

39

60

 

98

182

 

25

39

 

-

-

 

89

86

 

67

73

 

26

11

Barcelona

-

2

 

39

17

 

3

9

 

-

-

 

-

-

 

-

-

 

-

-

Via Varejo

1

-

 

-

-

 

1

2

 

337

299

 

-

-

 

-

-

 

(36)

(6)

VVLOG Logística Ltda

-

-

 

-

-

 

-

-

 

1

1

 

-

-

 

-

-

 

-

-

Nova Pontocom

-

-

 

133

123

 

-

-

 

-

2

 

-

-

 

-

-

 

6

-

Xantocarpa

-

-

 

2

1

 

-

1

 

-

-

 

-

-

 

-

-

 

-

-

GPA M&P

-

-

 

3

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

GPA Logistica

-

-

 

24

23

 

17

20

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Salim Maluf

-

-

 

4

4

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Santo André

-

-

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Império

-

-

 

3

3

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Lapa

-

-

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Ciara

-

-

 

2

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Others

-

1

 

2

-

 

-

-

 

2

1

 

-

-

 

-

-

 

-

-

Subtotal

88

115

 

312

358

 

55

76

 

1,855

1,740

 

211

193

 

69

74

 

(14)

1

 
 

38

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.1.   Balances and transactions with related parties – Continued

 

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Associates

                                       

FIC

-

-

 

2

-

 

4

7

 

-

11

 

-

-

 

-

-

 

10

6

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management Nova Pontocom

-

-

 

39

39

 

-

-

 

-

-

 

-

-

 

-

-

 

1

1

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(2)

(2)

Others

-

-

 

2

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Subtotal

-

-

 

43

40

 

4

7

 

-

11

 

-

-

 

-

-

 

9

5

Total

88

115

 

355

398

 

59

83

 

1,855

1,751

 

211

193

 

69

74

 

(5)

6

 

 

 

39

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.1.   Balances and transactions with related parties – Continued

 

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholder

                                       

Casino

25

-

 

-

-

 

115

2

 

72

104

 

-

-

 

-

-

 

(15)

(6)

Wilkes Participações

-

-

 

-

-

 

-

-

 

1

-

 

-

-

 

-

-

 

(1)

(1)

Euris

-

-

 

-

-

 

-

-

 

1

1

 

-

-

 

-

-

 

-

-

Casino’s subsidiaries (note 12.3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casino France - Cash Pool

-

-

 

-

-

 

-

-

 

-

50

 

-

-

 

-

-

 

-

-

Polca Emprestimos (i)

-

-

 

-

-

 

-

-

 

829

12

 

-

-

 

-

-

 

-

-

Others

12

-

 

-

-

 

5

-

 

10

9

 

-

-

 

-

-

 

23

-

C´est chez vous

2

-

 

-

-

 

19

26

 

-

26

 

-

-

 

-

-

 

(11)

-

EMC

-

-

 

-

-

 

23

-

 

-

15

 

-

-

 

-

-

 

(38)

-

Exito

3

28

 

-

-

 

58

-

 

-

4

 

-

-

 

-

-

 

(22)

-

Easydis

-

-

 

-

-

 

62

55

 

-

-

 

-

-

 

-

-

 

(39)

-

Big C

2

         

1

   

11

               

(2)

-

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIC

-

-

 

13

8

 

5

9

 

-

14

 

-

-

 

-

-

 

13

2

 

 

 

40

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.1.   Balances and transactions with related parties - Continued

 

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Other related parties

                                       

Casas Bahia Comercial Ltda

-

-

 

278

263

 

-

-

 

-

26

 

-

-

 

-

-

 

(66)

(61)

Management Nova Pontocom

-

-

 

39

38

 

-

-

 

-

-

 

-

-

 

-

-

 

1

1

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(2)

(2)

Others

1

-

 

3

4

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Total

45

28

 

333

313

 

288

92

 

924

261

 

-

-

 

-

-

 

(159)

(67)

 

 

41

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties – Continued

12.3.   Balances with Casino Group companies:

(i)      Polca: Casino Group entity that has a cash centralization agreement with Cdiscount Group entities. This balance yields EONIA (Euro Overnight Index Average), plus 0.5% per annum on the outstanding cash balance in favor of Polca or Cdiscount. The balance payable as at March 31, 2015 was R$829;

42

 

 


 

(FREE  TRANSLATION  INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

13.    Investments

 

The detailed information on investments was presented in the annual financial statements for 2014, in note 13.

13.1.Breakdown of investments

 

 

Parent Company

Sendas

Novasoc

Via Varejo

Nova Pontocom

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

Others

Total

Balances at 12.31.2014 - restated

2,806

1,709

144

1,862

83

507

6

690

286

178

17

8,288

Share of profit (loss) of subsidiaries and associates - restated

4

46

(3)

104

(31)

(3)

(1)

8

21

-

4

149

Share-based payment

-

-

-

1

-

-

-

-

-

-

-

1

Other movements (**)- restated

-

-

-

(3)

(5)

-

-

-

-

-

-

(8)

Balances at 3.31.2015- restated

2,810

1,755

141

1,964

47

504

5

698

307

178

21

8,430

 

 

 

Parent Company

Sendas

Novasoc

Via Varejo

Nova Pontocom

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

API

SPE

Others

Total

Balances at 12.31.2013 - restated

2,785

1,551

127

1,534

(27)

475

-

741

233

154

16

101

7,690

Share of profit (loss) of subsidiaries and associates - restated

-

35

4

64

(47)

(5)

-

10

15

(1)

-

(5)

70

Other movements (**)- restated

-

-

-

4

-

-

-

-

-

-

-

-

4

Balances at 3.31.2014 - restated

2,785

1,586

131

1,602

(74)

470

-

751

248

153

16

96

7,764

 

(*)    In the case of NCB, the investment amount refers to the effects of the fair value measurements of the business combination. For Via Varejo, the fair value effects were considered together with the accounting investment held in this subsidiary.

 

(**) Includes the effects of the exchange rate changes on translation of the foreign subsidiaries’ financial information.

 

43

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

13.    Investments – Continued

13.1.   Breakdown of investments – Continued

 

Consolidated

 

FIC

BINV

Others

Total

Balances at 12.31.2014

373

21

7

401

Share of profit (loss) of associates

30

(2)

-

28

Write-offs

-

-

(6)

(6)

Exchange rate changes

-

-

(1)

(1)

Balances at 3.31.2015

403

19

-

422

 

 

Consolidated

 

FIC

BINV

Others

Total

Balances at 12.31.2013

290

19

1

310

Share of profit (loss) of associates

21

-

-

21

Dividends receivable

-

-

-

-

Balances at 3.31.2014

311

19

1

331

 

14.    Business combination

The detailed information on business combination was presented in the annual financial statements for 2014, in note 14.There were no business combination for the three-month period ended March 31, 2015.

44

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment

 

 

Parent Company

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Balance at 3.31.2015

Land

1,213

-

-

(7)

5

1,211

Buildings

1,853

1

(15)

-

-

1,839

Leasehold improvements

1,635

2

(32)

(1)

56

1,660

Machinery and equipment

806

66

(36)

(2)

(1)

833

Facilities

161

3

(4)

-

1

161

Furniture and fixtures

312

25

(11)

(1)

-

325

Vehicles

17

2

(1)

-

-

18

Construction in progress

65

55

-

-

(62)

58

Others

38

9

(4)

-

(4)

39

Total

6,100

163

(103)

(11)

(5)

6,144

             

Finance lease

           

IT equipment

7

-

(1)

-

-

6

Buildings

18

-

-

-

-

18

 

25

-

(1)

-

-

24

Total

6,125

163

(104)

(11)

(5)

6,168

 

45

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

 

Parent Company

 

Balance at 12.31.2013

Additions

Depreciation

Write-offs

Transfers

Balance at 3.31.2014

Land

1,198

-

-

-

-

1,198

Buildings

1,929

1

(14)

-

-

1,916

Leasehold improvements

1,514

-

(27)

-

90

1,577

Machinery and equipment

766

40

(34)

(2)

1

771

Facilities

156

3

(4)

-

6

161

Furniture and fixtures

293

13

(10)

(1)

-

296

Vehicles

18

1

(1)

-

-

17

Construction in progress

131

35

-

-

(96)

70

Others

38

3

(3)

-

(1)

37

Total

6,043

96

(93)

(3)

-

6,043

             

Finance lease

           

IT equipment

13

-

(2)

-

-

11

Buildings

19

-

-

-

-

19

 

32

-

(2)

-

-

30

Total

6,075

96

(95)

(3)

-

6,073

 

46

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

 

Parent Company

 

Balance at 3.31.2015

   

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

   

Cost

Accumulated depreciation

Net

Land

1,211

-

1,211

   

1,213

-

1,213

Buildings

2,755

(916)

1,839

   

2,754

(901)

1,853

Leasehold improvements

2,929

(1,269)

1,660

   

2,873

(1,238)

1,635

Machinery and equipment

1,896

(1,063)

833

   

1,842

(1,036)

806

Facilities

388

(227)

161

   

384

(223)

161

Furniture and fixtures

743

(418)

325

   

721

(409)

312

Vehicles

29

(11)

18

   

27

(10)

17

Construction in progress

58

-

58

   

65

-

65

Others

109

(70)

39

   

105

(67)

38

 

10,118

(3,974)

6,144

   

9,984

(3,884)

6,100

                 

Finance lease

               

IT equipment

32

(26)

6

   

32

(25)

7

Buildings

34

(16)

18

   

34

(16)

18

 

66

(42)

24

   

66

(41)

25

Total

10,184

(4,016)

6,168

   

10,050

(3,925)

6,125

 

 

47

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

 

 

Consolidated

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Exchange rate changes

Balance at 3.31.2015

Land

1,449

-

-

(7)

6

-

1,448

Buildings

2,047

11

(16)

-

-

-

2,042

Leasehold improvements

3,182

60

(56)

(2)

103

-

3,287

Machinery and equipment

1,605

119

(74)

(12)

9

-

1,647

Facilities

381

14

(11)

-

7

1

392

Furniture and fixtures

601

45

(22)

(3)

2

1

624

Vehicles

121

3

(3)

(1)

-

-

120

Construction in progress

166

84

-

-

(127)

-

123

Other

73

19

(7)

-

(4)

-

81

Total

9,625

355

(189)

(25)

(4)

2

9,764

               

Finance lease

             

Equipment

16

-

(1)

-

(1)

-

14

IT equipment

26

-

(5)

-

1

-

22

Facilities

1

-

-

-

-

-

1

Furniture and fixtures

7

-

-

-

-

-

7

Vehicles

1

-

-

-

-

-

1

Buildings

23

-

-

-

-

-

23

 

74

-

(6)

-

-

-

68

Total

9,699

355

(195)

(25)

(4)

2

9,832

 

 

48

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

 

Consolidated

 

Balance at 12.31.2013

Additions

Depreciation

Write-offs

Transfers

Balance at 3.31.2014

Land

1,412

-

-

-

(1)

1,411

Buildings

2,017

9

(16)

-

65

2,075

Leasehold improvements

2,787

45

(48)

1

62

2,847

Machinery and equipment

1,446

63

(67)

(3)

5

1,444

Facilities

326

11

(9)

-

11

339

Furniture and fixtures

526

25

(17)

-

8

542

Vehicles

166

2

(5)

(9)

-

154

Construction in progress

209

77

-

-

(148)

138

Other

67

5

(6)

-

-

66

Total

8,956

237

(168)

(11)

2

9,016

             

Finance lease

           

Equipment

20

-

(1)

-

-

19

IT equipment

43

-

(5)

-

-

38

Facilities

1

-

-

-

-

1

Furniture and fixtures

8

-

-

-

-

8

Vehicles

1

-

-

-

-

1

Buildings

24

-

-

-

-

24

 

97

-

(6)

-

-

91

Total

9,053

237

(174)

(11)

2

9,107

 

 

Consolidated

 

Balance at 3.31.2015

   

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

   

Cost

Accumulated depreciation

Net

Land

1,448

-

1,448

   

1,449

-

1,449

Buildings

3,025

(983)

2,042

   

3,013

(966)

2,047

Leasehold improvements

5,091

(1,804)

3,287

   

4,929

(1,747)

3,182

Machinery and equipment

3,299

(1,652)

1,647

   

3,191

(1,586)

1,605

Facilities

745

(353)

392

   

722

(341)

381

Furniture and fixtures

1,214

(590)

624

   

1,171

(570)

601

Vehicles

179

(59)

120

   

179

(58)

121

Construction in progress

123

-

123

   

166

-

166

Others

203

(122)

81

   

188

(115)

73

 

15,327

(5,563)

9,764

   

15,008

(5,383)

9,625

                 

Finance lease

               

Equipment

35

(21)

14

   

36

(20)

16

Hardware

174

(152)

22

   

174

(148)

26

Facilities

2

(1)

1

   

2

(1)

1

Furniture and fixtures

16

(9)

7

   

15

(8)

7

Vehicles

2

(1)

1

   

2

(1)

1

Buildings

44

(21)

23

   

44

(21)

23

 

273

(205)

68

   

273

(199)

74

Total

15,600

(5,768)

9,832

   

15,281

(5,582)

9,699

 
 

49

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

15.    Property and equipment – Continued

15.1.   Capitalized borrowing costs

The consolidated borrowing costs for the three-month period ended March 31, 2015 were R$4 (R$3 for the three-month period ended March 31, 2014). The rate used to determine the borrowing costs eligible for capitalization was 104.63% of the CDI (105.17% of the CDI for the period ended March 31,2014), corresponding to the effective interest rate on the Company’s borrowings.

15.2.   Additions to property and equipment

 

Parent Company

Consolidated

 

3.31.2015

3.31.2014

3.31.2015

3.31.2014

       

Additions

163

96

355

237

Capitalized interest

(2)

(2)

(4)

(3)

Fixed assets financing - Additions

(142)

-

(168)

-

Fixed assets financing - Payments

192

-

230

-

Total

211

94

413

234

15.3.   Other information

As at March 31, 2015, the Company and its subsidiaries recorded in cost of sales and services the amount of R$12 (R$10 as at March 31, 2014) in parent company and R$32 (R$26 as at March 31, 2014) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

The Company did not identify evidence of impairment of its property and equipment items that would require a new impairment test as at March 31, 2015.

 

50

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

16.    Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2014, in note 16.

 

Parent company

 

Balance at 12.31.2014

Additions

Amortization

Balance at 3.31.2015

Goodwill - home appliances

179

-

-

 

179

Goodwill - retail

394

-

-

 

394

Commercial rigths - retail (note 16.5)

43

-

-

 

43

Software and implementation

579

24

(24)

 

579

Total

1,195

24

(24)

 

1,195

                                                                               

 

 

Parent company

 

Balance at 12.31.2013

Additions

Amortization

Balance at 3.31.2014

Goodwill - home appliances

179

-

-

 

179

Goodwill - retail

355

-

-

 

355

Commercial rigths - retail (note 16.5)

42

-

-

 

42

Software and implementation

551

19

(21)

 

549

Total

1,127

19

(21)

 

1,125

 

 

 

Balance at 3.31.2015

   

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

   

Cost

Accumulated
amortization

Net

               

Goodwill - home appliances

179

-

179

   

179

-

179

Goodwill - retail

1,113

(719)

394

   

1,113

(719)

394

Commercial rights - retail

43

-

43

   

43

-

43

Software and implementation

968

(389)

579

   

943

(364)

579

 

2,303

(1,108)

1,195

   

2,278

(1,083)

1,195

 

 

Consolidated

 

Balance at 12.31.2014

Additions

Amorti-

zation

Write-offs

Transfers

Exchange rate changes

Balance at 3.31.2015

 

Restated

Restated

Restated

 

 

 

Restated

Goodwill - cash and carry

362

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

747

Goodwill - e-commerce

254

-

-

-

-

22

276

Brand - cash and carry

39

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

2,061

Brand - e-commerce

30

-

-

-

-

3

33

Commercial rights - home appliances

574

-

(1)

-

-

-

573

Commercial rights - retail

46

-

-

-

-

-

46

Commercial rights - cash and carry

34

-

-

-

-

-

34

Costumer relationship - home appliances

2

-

-

-

-

-

2

Lease agreement under advantageous condition - NCB

97

-

(6)

-

-

-

91

Contractual rights

179

-

(8)

-

-

-

171

Software

965

55

(49)

(17)

20

14

988

Software CL

91

-

(3)

-

-

-

88

Others

47

27

-

(1)

(19)

4

58

Total

6,448

82

(67)

(18)

1

43

6,489

 
 

51

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

16.    Intangible assets – Continued

 

 

Balance at 12.31.2013

Additions

Amortization

Write-off

Transfers

Balance at 03.31.2014

Goodwill - cash and carry

362

-

-

-

-

362

Goodwill - home appliances

896

-

-

-

-

896

Goodwill - retail

747

-

-

-

-

747

Goodwill - e-commerce

-

-

-

-

-

-

Brand - cash and carry

39

-

-

-

-

39

Brand - home appliances

2.061

-

-

-

-

2.061

Brand - e-commerce

-

-

-

-

-

-

Commercial rights - home appliances

576

-

(2)

-

-

574

Commercial rights - retail

43

-

-

-

1

44

Commercial rights - cash and carry

29

-

-

-

-

29

Costumer relationship - home appliances

6

-

(2)

-

-

4

Lease agreement – under advantageous condition - NCB

138

-

(11)

-

-

127

Contractual Rights

-

-

-

-

-

-

Software

693

37

(28)

-

-

702

Software CL

77

-

(3)

-

-

74

Other

-

-

-

-

-

-

Total

5.667

37

(46)

-

1

5.659

 

 

 

Consolidated

 

Balance at 3.31.2015

   

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

   

Cost

Accumulated
amortization

Net

   

Restated

       

Restated

 

Goodwill - cash and carry (note 16.1)

371

(9)

362

   

371

(9)

362

Goodwill - home appliances (note 16.1)

920

-

920

   

920

-

920

Goodwill - retail (note 16.1)

1,848

(1,101)

747

   

1,848

(1,101)

747

Goodwill - e-commerce (note 16.1)

276

-

276

   

254

-

254

Brand - cash and carry

39

-

39

   

39

-

39

Brand - home appliances

2,061

-

2,061

   

2,061

-

2,061

Brand - e-commerce

33

-

33

   

30

-

30

Commercial rights - home appliances

637

(64)

573

   

637

(63)

574

Commercial rights - retail

46

-

46

   

46

-

46

Commercial rights - cash and carry

34

-

34

   

34

-

34

Costumer relationship - home appliances

34

(32)

2

   

34

(32)

2

Lease agreement under advantageous condition - NCB

292

(201)

91

   

292

(195)

97

Contractual rights

186

(15)

171

   

186

(7)

179

Software

1,596

(608)

988

   

1,567

(602)

965

Software CL

112

(24)

88

   

112

(21)

91

Others

70

(12)

58

   

58

(11)

47

 

8,555

(2,066)

6,489

   

8,489

(2,041)

6,448

 
 

52

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

16.    Intangible assets – Continued

 

16.1.Impairment testing of goodwill and intangible assets

 

Goodwill and intangible assets were tested for impairment as at December 31, 2014 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2014 released on February 12, 2015.

 

As a result of the impairment test conducted in 2014 and because there is no evidence of impairment as at March 31, 2015, the Company concluded that it is not necessary to conduct a new impairment test of these assets. For the year ending December 31, 2015, the Company’s management will conduct a new impairment test for all goodwill and intangible assets recognized until this date.

16.2.Additions to intangible assets

 

Parent Company

Consolidated

 

3.31.2015

3.31.2014

3.31.2015

3.31.2014

         

 

 

 

Restated

Restated

Additions

24

19

82

37

Other account payable (i)

-

-

11

-

Intangible assets financing - Additions

(3)

-

(3)

-

Intangible assets financing - Payments

6

-

6

-

Total

27

19

96

37

 

16.     

53

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

17.    Trade payables

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

       

Restated

Restated

Product suppliers

2,616

3,606

 

10,774

13,476

Service suppliers

126

114

 

784

807

Rebates (note 17.1)

(320)

(540)

 

(475)

(890)

 

2,422

3,180

 

11,083

13,393

 

17.1 Accounts receivable from vendors

Include bonuses obtained from suppliers, recorded as a reduction of trade payables, as agreed between the parties.

18.    Borrowings and financing

The detailed information on borrowings and financing was presented in the annual financial statements for  2014, in note 18.

18.1.Debt breakdown

 

 

Parent Company

Consolidated

 

Average rate

3.31.2015

12.31.2014

3.31.2015

12.31.2014

 

         

Current

         

Debentures

         

Debentures, net (note 18.4)

 

2,090

2,052

2,498

2,672

           

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.55 per year

82

82

86

89

BNDES (note 18.5)

3.68% per year

9

8

15

14

IBM

CDI(**) - 0.71% per year

-

-

35

34

Working capital

104.75% of CDI

188

481

243

753

Working capital

13.60% per year

219

213

2,745

2,953

Working capital

TR(***) + 9.98% per year

-

-

2

-

Finance lease (note 24)

 

26

25

34

34

Swap contracts (note 18.6)

102.00% of CDI

(13)

(12)

(13)

(12)

Borrowing cost

 

(2)

(2)

(2)

(3)

   

509

795

3,145

3,862

Foreign currency

         

Working capital

USD + 1.38% per year

227

43

245

56

Swap contracts (note 18.6)

103.15% of CDI

(54)

5

(58)

4

 

 

173

48

187

60

Total current

 

2,772

2,895

5,830

6,594

 

 

 

54

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

18.    Borrowings and financing – Continued

18.1.Debt breakdown – Continued

 

 

Parent Company

Consolidated

Noncurrent

Weighted average rate

3.31.2015

12.31.2014

3.31.2015

12.31.2014

         

Debentures

         

Debentures, net (note 18.4)

 

896

896

896

896

         

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.60 per year

62

82

61

82

BNDES (note 18.5)

3.01% per year

14

14

64

57

IBM

CDI(**) - 0.71% per year

-

-

64

74

Working capital

13.74% per year

-

-

113

136

Working capital

107.08% of CDI

889

874

1,025

1,006

Working capital

TR(***) + 9.88 per year

-

-

75

21

Finance lease

(note 24)

125

131

222

229

Borrowing cost

 

(4)

(5)

(7)

(6)

   

1,086

1,096

1,617

1,599

Foreign currency

         

Working capital (i)

USD + 1.79% per year

897

669

1,208

669

Swap contracts (note 18.6)

102.26% of CDI

(169)

(30)

(189)

(30)

   

728

639

1,019

639

Total noncurrent

 

2,710

2,631

3,532

3,134

 

(*) Long-term interest rate - TJLP

(**) Interbank deposit certificate - CDI

(***) Benchmark reference rate - TR

18.2.Changes in borrowings

Parent Company

 

Consolidated

At December 31, 2014

5,526

 

9,728

Additions

215

 

1,571

Accrued interest

136

 

245

Accrued swap

(178)

 

(211)

Mark-to-market

1

 

1

Monetary and exchange rate changes

199

 

236

Borrowing cost

1

 

1

Interest paid

(103)

 

(235)

Payments

(296)

 

(1,955)

Swap paid

(19)

 

(19)

At March 31, 2015

5,482

 

9,362

 

 

 

 

55

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                      

 

18.    Borrowings and financing – Continued

18.3.Maturity schedule of borrowings and financing recorded in noncurrent liabilities

Year

Parent Company

 

Consolidated

2016

525

 

952

2017

1,014

 

1,194

2018

204

 

247

After 2019

974

 

1,150

Subtotal

2,717

 

3,543

     

Borrowing costs

(7)

 

(11)

Total

2,710

 

3,532

 
 

56

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

18.    Borrowings and financing – Continued

18.4.Debentures

 

 

 

 

 

Date

 

 

Parent Company

Consolidated

 

Type

Issue amount

Outstanding debentures

Issue

Maturity

Annual financial charges

Unit price

3.31.2015

12.31.2014

3.31.2015

12.31.2014

Parent Company

           

 

 

 

 

 

10th Issue – 1st series - GPA

No preference

800,000

80,000

12/29/11

6/29/15

108.5% of CDI

10,315

825

801

825

801

11th Issue – GPA

No preference

1,200,000

120,000

5/2/12

11/2/15

CDI + 1%

10,504

1,260

1,223

1,260

1,223

12th Issue – GPA

No preference

900,000

900,000

9/12/14

9/12/19

107.00% of CDI

1,007

906

930

906

930

                       

Subsidiaries

                     

3rd Issue – 1st Series – Via Varejo

No preference

400,000

40,000

1/30/12

7/30/15

CDI + 1%

10,200

-

-

408

420

1st Issue – 2nd Series – Via Varejo

No preference

200,000

-

6/29/12

1/29/15

CDI + 0.72%

-

-

-

-

200

                     

Borrowing cost

             

(5)

(6)

(5)

(6)

Parent company/Consolidated – current and noncurrent

             

2,986

2,948

3,394

3,568

Current liabilities

             

2,090

2,052

2,498

2,672

Noncurrent liabilities

             

896

896

896

896

 

 

57

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

18.    Borrowings and financing – Continued

18.5 Guarantees

The Company signed promissory notes and letters of guarantee as collateral for borrowings and financing with BNDES.

18.6 Swap contracts

The Company uses swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal. The weighted average annual rate of CDI in 2015 was 11.26% (8.90% in 2014).

18.7 Credit facilities

The Company and subsidiaries entered into credit facility agreements in the amount of R$1,350. These agreements were entered into under market conditions and are effective for 2016 and 2017.

 

58

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments

The detailed information on financial instruments was presented in the annual financial statements for 2014, in note 19.

 

The main financial instruments and their carrying amounts in the interim financial information, by category, are as follows:

 

 

Parent Company

Consolidated

 

Carrying amount

Carrying amount

 

3.31.2015

12.31.2014

3.31.2015

12.31.2014

 

 

 

Restated

Restated

Financial assets:

 

 

   

Loans and receivables (including cash)

       

Cash and cash equivalents

1,985

2,923

6,145

11,149

Trade receivables and other receivables

382

462

5,540

4,175

Related parties - assets (*)

355

398

333

313

Financial liabilities:

       

Other financial liabilities - amortized cost

       

Related parties - liabilities (*)

(1,855)

(1,751)

(924)

(261)

Trade payables

(2,422)

(3,180)

(11,083)

(13,393)

Financing for purchase of assets

(35)

(88)

(41)

(107)

Acquisition of noncontrolling interest

-

-

(136)

(130)

Debentures

(2,986)

(2,948)

(3,394)

(3,568)

Borrowings and financing

(1,389)

(1,691)

(4,479)

(5,241)

Fair value through profit or loss

       

Borrowings and financing, including derivatives

(1,107)

(887)

(1,489)

(919)

Net exposure

(7,072)

(6,762)

(9,528)

(7,982)

 

(*)Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties.

 

The fair value of other financial instruments detailed in table above approximates the carrying amount based on the existing terms and conditions. The financial instruments measured at amortized cost, the related fair values of which differ from the carrying amounts, are disclosed in note 19.3.

 

59

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

 

19.1.   Considerations on risk factors that may affect the business of the Company and its subsidiaries

 

(i)  Capital risk management

The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.

There were no changes as to objectives, policies or processes during the three-months period ended March 3, 2015.

   

Parent Company

 

Consolidated

   

03.31.2015

12.31.2014

 

3.31.2015

12.31.2014

Cash and cash equivalents

 

1,985

2,923

 

6,145

11,149

Borrowings and financing

 

(5,482)

(5,526)

 

(9,362)

(9,728)

Other liabilities from relataded parties (note 12.2) (*)

 

-

-

 

(829)

(12)

 

(*) Represent loans of Cdiscount with Casino Finance International S.A. (Polca).

 

(ii)      Liquidity risk management

The Company manages liquidity risk through the daily follow-up of cash flows, control of maturitites of financial assets and liabilities, and a close relationship with the main financial institutions.

The table below summarizes the aging profile of the Company’s financial liabilities as at March 31, 2015 and December 31, 2014.

19.1.1.     Parent Company

 

Parent Company

 

Up to 1 Year

 

1 – 5 years

 

More than 5 years

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Borrowings and financing

772

867

 

2,183

2,006

 

9

8

 

2,964

2,881

Debentures

2,329

2,313

 

1,269

1,315

 

-

-

 

3,598

3,628

Derivatives

26

50

 

(94)

(38)

 

-

-

 

(68)

12

Finance lease

30

29

 

98

100

 

38

42

 

166

171

Trade payables

2,422

3,180

 

-

-

 

-

-

 

2,422

3,180

Total

5,579

6,439

 

3,456

3,383

 

47

50

 

9,082

9,872

 

60

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

19.1.     Considerations on risk factors that may affect the business of the Company and its subsidiaries – Continued

 

 (ii)   Liquidity management risk – Continued

19.1.2.     Consolidated - restated

 

Consolidated

 

Up to 1 Year

 

1 – 5 years

 

More than 5 years

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Borrowings and financing

3,536

4,076

 

2,991

2,465

 

101

46

 

6,628

6,587

Debentures

2,755

2,964

 

1,269

1,315

 

-

-

 

4,024

4,279

Derivatives

57

50

 

(90)

(36)

 

7

1

 

(26)

15

Finance lease

48

48

 

173

174

 

92

101

 

313

323

Trade payables

11,083

13,393

 

-

-

 

-

-

 

11,083

13,393

Acquisition of noncontrolling interest

70

73

 

73

71

 

-

-

 

143

144

Total

17,549

20,604

 

4,416

3,989

 

200

148

 

22,165

24,741

 

(iii)     Derivative financial instruments

 

 

 

Consolidated

   

Notional value

 

Fair value

   

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

1,396

842

 

1,747

959

             

Long position (buy)

   

-

   

-

Prefixed rate

11.58% per year

205

151

 

294

234

US$ + fixed

1.79% per year

1,191

691

 

1,458

732

   

1,396

842

 

1,752

966

Short position (sell)

           
 

102.44% per year

(1,396)

(842)

 

(1,491)

(928)

Net hedge position

 

-

-

 

261

38

 

Realized and unrealized gains and losses on these contracts during the three-month period ended March 31, 2015 are recorded in financial income (expenses), net. and the balance payable at fair value is R$261 (R$38 as at December 31, 2014), recorded in line item  “Borrowings and financing”.

The effects of the fair value hedge recorded in the statement of income for the period ended March 31, 2015 were a gain of R$208 (loss of R$25 as at March 31, 2014).

 

61

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

19.2.Sensitivity analysis of financial instruments

 

The Company discloses the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial instruments in the sensitivity analysis table below, for each of the scenarios mentioned.

For the probable scenario, the weighted average exchange rate was R$3.76 on the due date, and the weighted interest rate was 13.39% per year. The sources used are the same as those of the annual financial statements for 2014.

 

(i)       Fair value hedge (fixed rate)

 

 

 

 

 

 

Market projection

Transactions

 

Risk

 

Balance at 3.31.2015

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

             

Debt at fixed rate

 

 

 

(294)

 

(460)

 

(460)

 

(460)

Swap (long position at fixed rate)

 

 

 

294

 

460

 

460

 

460

 

 

 Net effect

 

-

 

-

 

-

 

-

 

 

 

 

             

Swap (short position in CDI)

 

CDI increase

 

(281)

 

(542)

 

(676)

 

(858)

 

 

 

 

             

Total net effect (loss)

 

 

 

   

(261)

 

(395)

 

(577)

 

(ii)      Fair value hedge (exchange rate)

 

 

 

 

 

 

Market projection

Transactions

 

Risk

 

Balance at 3.31.2015

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

 

 

 

Debt - US$

 

US$ increase

 

(1,453)

 

(1,799)

 

(2,249)

 

(2,698)

Swap (long position in US$)

 

 

 

1,458

 

1,809

 

2,261

 

2,713

 

 

Net effect

 

5

 

10

 

12

 

15

 

 

 

 

             

Swap (short position in CDI)

 

CDI increase

 

(1,211)

 

(1,554)

 

(1,633)

 

(1,713)

 

 

 

 

             

Estimated financial liabilities

 

 

 

(1,206)

 

(1,544)

 

(1,621)

 

(1,698)

 

 

 

 

             

Total net effect (loss)

 

 

 

   

(338)

 

(415)

 

(492)

 

 

62

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

19.2.Sensitivity analysis of financial instruments - Continued

(iii)     Other financial instruments

     

Market projection

Transactions

Risk (CDI increase)

Balance at 3.31.2015

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Debentures

CDI + 1%

(1,260)

(1,444)

 

(1,486)

 

(1,529)

Debentures

107.83% of CDI

(1,731)

(1,981)

 

(2,044)

 

(2,106)

Debentures - Via Varejo

CDI + 1%

(408)

(467)

 

(481)

 

(495)

Bank loans - CBD

106.7% of CDI

(1,078)

(1,232)

 

(1,270)

 

(1,309)

Leases

100.09% of CDI

(202)

(230)

 

(236)

 

(243)

Leases

95% of CDI

(24)

(27)

 

(27)

 

(28)

Bank loans- Via Varejo

CDI - 0.71%

(102)

(115)

 

(118)

 

(121)

Bank loans - Barcelona

106.92 % of CDI

(191)

(219)

 

(226)

 

(232)

Total borrowings and financing exposure

 

(4,996)

(5,715)

 

(5,888)

 

(6,063)

 

           

Cash and cash equivalents (*)

100.73% of CDI (*)

5,185

5,886

 

6,059

 

6,234

Net exposure

 

189

171

 

171

 

171

Total net effect – gain (loss)

   

(18)

 

(18)

 

(18)

(*) weighted average

             

19.3.Fair value measurements

The Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which differ from the carrying amount, in accordance with CPC 46 (“IFRS13”), which refer to the concepts of measurement and disclosure requirements.

The fair values of cash and cash equivalents, trade receivables, short-term debt and trade payables are equivalent to their carrying amounts.

The table below presents the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost, the fair value of which is disclosed in the financial statements:

 

Carrying amount at 3.31.2015

Fair value at 3.31.2014

Fair value measurement at the end of the reporting period using other significant observable assumptions

Financial instruments at fair value through profit (loss)

     

Cross-currency interest rate swaps

276

276

(Level 2)

Interest rate swaps

13

13

(Level 2)

Borrowings and financing (fair value)

(1,778)

(1,778)

(Level 2)

 

 

 

 

Financial instruments at amortized cost, in which the fair value is disclosed

 

 

 

Borrowings and financing (amortized cost)

(7,873)

(7,910)

(Level 2)

Total

(9,362)

(9,399)

 

There were no changes between the fair value measurements levels in the three-month period ended March 31, 2015.

63

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

·         Cross-currency and interest rate swaps and borrowings and financing are classified in level 2 since the fair value of such financial instruments was determined based on readily observable market inputs, such as expected interest rate and current and future foreign exchange rate.

64

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments – Continued

19.4.Consolidated position of derivative transactions

The consolidated position of outstanding derivative transactions is presented in the table below:

Outstanding

       

Amount payable or receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

3.31.2015

12.31.2014

3.31.2015

12.31.2014

Exchange swaps

               

registered with Cetip(*)

               

(US$ x CDI)

               
 

Banco Tokyo

US$ 75

1/14/2014

1/10/2017

58

16

54

11

 

Banco JP Morgan

US$ 50

3/19/2014

3/21/2016

42

14

40

11

 

Citibank

US$ 16

10/14/2014

10/14/2015

12

3

12

2

 

Mizuho

US$ 50

10/31/2014

10/31/2017

36

8

32

4

 

Citibank

US$ 85

11/21/2014

11/21/2016

50

3

44

(4)

 

Citibank

US$ 5

10/14/2014

10/14/2015

4

1

4

1

 

Banco Tokyo

US$ 75

1/2/2015

12/29/2016

42

-

39

-

 

Citibank

US$ 5

1/28/2015

1/28/2016

3

-

3

-

 

HSBC

US$ 100

2/25/2015

11/25/2016

31

-

20

-

Interest rate swap

               

registered with CETIP

               

(fixed rate x CDI)

               
 

Banco do Brasil

R$ 130

6/28/2010

6/2/2015

13

13

13

12

 

Itaú BBA

R$ 21

11/11/2014

11/5/2026

-

1

-

1

         

291

59

261

38

(*) Clearinghouse for the Custody and Financial Settlement of Securities

65

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

20.     Taxes and contributions payable and taxes payable in installments

The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2014, in note 20.

20.1.Taxes and contributions payable and taxes payable in installments

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

           

PIS and COFINS

10

31

 

316

360

Provision for income tax and social contribution

20

48

 

49

161

ICMS

14

23

 

102

153

Others

3

6

 

109

118

 

47

108

 

576

792

   

 

 

 

 

           

Taxes payable in installments - Law 11,941/09

675

680

 

675

680

INSS

-

-

 

-

-

Others

10

12

 

10

12

 

685

692

 

685

692

           

Current

123

183

 

652

867

Noncurrent

609

617

 

609

617

 

20.2.     Maturity schedule of taxes payable in installments in noncurrent liabilities:

In

Parent Company

Consolidated

 

 

2016

56

56

2017

75

75

2018

72

72

2019

72

72

After 2020

334

334

 

609

609

 
 

66

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.    Income tax and social contribution

The detailed information on income tax and social contribution was presented in the annual financial statements for 2014, in note 21.

21.1.        Income and social contribution tax expense reconciliation

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

 

Restated

 

Restated

Profit before income tax and social contribution

208

290

 

405

493

Income tax and social contribution at the nominal rate

(52)

(59)

 

(118)

(123)

of 25% for the Company and 34% for its subsidiaries

Reversal of provision for non-realization of deferred income tax

-

-

 

(27)

(26)

Tax penalties

(2)

(1)

 

(2)

(1)

Share of profit of subsidiaries and associates

37

17

 

8

6

Other permanent differences (nondeductible)

1

(3)

 

(14)

(12)

Effective income tax and social contribution

(16)

(46)

 

(153)

(155)

           

Income tax and social contribution for the period:

         

Current

-

(44)

 

(96)

(121)

Deferred

(16)

(2)

 

(57)

(34)

Deferred income tax and social contribution expense

(16)

(46)

 

(153)

(155)

Effective rate

7.69%

19.41%

 

37.78%

36.99%

CBD does not pay social contribution based on a final and unappealable court decision in the past; therefore its nominal rate is 25%.

21.2.        Breakdown of deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

 

 

 

 

 

Tax losses

39

-

 

418

354

Provision for risks

167

156

 

358

346

Provision for derivative transactions taxed on a cash basis

(54)

(5)

 

(58)

(10)

Estimated loss on doubtful accounts

3

1

 

92

94

Provision for current expenses

3

3

 

42

63

Goodwill tax amortization

4

16

 

(487)

(469)

Present value adjustment

1

1

 

(5)

(6)

Lease adjustment

8

8

 

(103)

(95)

Mark-to-market adjustment

(1)

(2)

 

(2)

(2)

Fair value of assets acquired in business combination

-

-

 

(800)

(790)

Technological innovatiuon - future realization

(20)

(21)

 

(20)

(21)

Depreciation of fixed assets as per tax rates

(121)

(114)

 

(132)

(124)

Other

10

13

 

21

18

Deferred income tax and social contribution

39

56

 

(676)

(642)

         

Noncurrent assets

39

56

 

505

491

Noncurrent liabilities

-

-

 

(1,181)

(1,133)

Deferred income tax and social contribution

39

56

 

(676)

(642)

 
 

67

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.    Income tax and social contribution – Continued

21.2.Breakdown of deferred income tax and social contribution – Continued

The Company estimates to recover these deferred tax assets as follows:

Year

Parent Company

Consolidated

 

 

2017

6

409

2018

17

183

2019

16

126

2020

-

(7)

2021

-

(206)

 

39

505

 

 

21.3.Changes in deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

At the beginning of the period

56

121

 

(642)

(110)

Expense for the period

(16)

(68)

 

(57)

(222)

Corporate restructuring

-

-

 

-

41

Exchange rate changes

-

-

 

11

4

Payment of installments and other tax obligations

-

-

 

-

(379)

Others

(1)

3

 

12

24

At the end of the period

39

56

 

(676)

(642)

 

22.    Acquisition of companies

The detailed information on acquisition of companies was presented in the annual financial statements for 2014, in note 22.

 

 

Consolidated

 

3.31.2015

12.31.2014

 

 

Acquisition of interest in Assaí

6

6

Acquisition of interest in Sendas

130

124

 

136

130

 

 

Current liabilities

75

73

Noncurrent liabilities

61

57

 

 

 
 

68

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks

The provision for risks is estimated by the Company’s management, supported by its legal counsel. The provision was recognized in an amount considered sufficient to cover probable losses.

23.1.Parent Company

 

PIS/COFINS

Tax and others

Social security and labor

Civil

Total

Balance at December 31, 2014

40

190

168

85

483

           

Additions

-

1

5

7

13

Payments

-

-

(4)

(1)

(5)

Reversals

-

(10)

-

(13)

(23)

Inflation adjustment

1

6

4

5

16

           

Balance at March 31, 2015

41

187

173

83

484

23.2.Consolidated

 

PIS/COFINS

Tax and others

Social security and labor

Civil

Total

Balance at December 31, 2014

79

510

521

234

1,344

 

         

Additions

3

4

52

66

125

Payments

-

-

(39)

(27)

(66)

Reversals

-

(11)

(7)

(55)

(73)

Inflation adjustment

2

8

14

14

38

Exchange rates changes

-

2

-

-

2

Balance at March 31, 2015

84

513

541

232

1,370

 

69

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks – Continued

23.3.Tax

As per prevailing legislation, tax claims are subject to monetary indexation, which refers to an  adjustment to the provision for tax risks according to the indexation rates used by each tax jurisdiction. In all cases, both the interest charges and fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.

The main provisioned tax claims are as follows:

COFINS and PIS

Since the noncumulative regime to calculate PIS and COFINS has been used, the Company and its subsidiaries have challenged the right to deduct ICMS from the base of these two contributions. The amount accrued as at March 31, 2015 is R$ 77 (R$ 72 as at December 31, 2014).

Tax and others

Tax

The Company and its subsidiaries have other tax claims, which after analysis by its legal counsel, were considered as probable losses and accrued by the Company. These refer to: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (iii) challenge on the Poverty Fighthing Fund established by the Rio de Janeiro State Government; (iv) challenges on purchases from suppliers considered not qualified in the State Finance Department registry, error in application of rate and accessory  obligations by State tax authorities; and (v) other less relevant issues.

The amount accrued for these matters as at March 31, 2015 is R$111 (R$108 as at December 31, 2014).

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$ 143 as at March 31, 2015 (R$147 as at December 31, 2014) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at March 31, 2015 is R$51 (R$48 as at December 31, 2014).

The Company also recorded a provision for contingent tax liabilities related to the equity interest of Cdiscount S.A., as required by CPC 15 (IFRS 3). As at March 31, 2015, the contingent tax liabilities amount to R$21 (R$20 as at December 31, 2014).

 

70

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks – Continued

23.3.Tax – Continued

Others

Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15 (IFRS 3). As at March 31, 2015, the recorded amount related to contingent tax liabilities is R$88 (R$87 as at December 31, 2014). .

These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.

Contingency Bartira

In line with the business combination of Bartira in 2013 (details are provided in note 15 to the 2013 financial statements), contingent tax liabilities were assessed at fair value, as required by CPC 15 (IFRS 3R), the assessment of which differs from CPC 25 (IAS 37), the standard used for the assessment of other contingencies. The main matter refers to possible failure in supporting documentation of transactions, totaling R$106 in income tax, social contribution, PIS, COFINS and ICMS, and total contingent liabilities amount to R$118 (tax R$106 and labor R$12).

REFIS (tax debt refinancing program)

Law 12,996/2014 amended by Provisional Act - MP 651, introduced interest and penalties reduction benefits for cash payments and payments in installments of federal debts. The Company considered an appropriate procedure to enroll in the REFIS program to settle part of its debts, utilizing also part of the tax losses for payment of the debt balance.

23.4.Labor

The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At March 31, 2015, the Company recorded a provision amount of R$541 (R$521 as at December 31, 2014) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed. Labor lawsuits are indexed to the benchmark interest rate (“TR”), 0.23% as at March 31, 2015 (0.86% as at December 31, 2014) plus monthly interest of 1%.

23.5.Civil and others

The Company and its subsidiaries are parties to civil lawsuits at several court levels (indemnities and collections, among others) and at different courts. The Company’s management records provisions in amounts considered sufficient to cover unfavorable court decisions, when its legal counsel considers the loss as probable.

 

71

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks – Continued

23.5.Civil and others – Continued

Among these lawsuits, we point out the following:

·      The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at March 31, 2015, the amount accrued for these lawsuits is R$45 (R$55 as at December 31, 2014), for which there are no escrow deposits.

 

·The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits totals R$88 as at March 31, 2015 (R$86 as at December 31, 2014).

 

Total civil lawsuits and others as at March 31, 2015 amount to R$232 (R$234 as at December 31, 2014).

23.6.Other non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsel and considered as possible, not probable, loss, and which therefore have not been accrued, amounting to R$9,485 as at March 31, 2015 (R$8,552 as at December 31, 2014), related mainly to:

·       INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$389 as at March 31, 2015 (R$318 as at December 31, 2014). The lawsuits are under administrative and court discussions.

·       IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income, ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. The lawsuits await administrative and court ruling. The amount involved is R$ 1,404 as at March 31, 2015 (R$1,368 as at December 31, 2014).

Among those claims, there are some related to challenges of differences in the payment of income tax, supposedly due under the allegation that there was undue deduction of goodwill amortization resulting from transactions between shareholders Casino and Abilio Diniz in relation to years 2007-2011. The amount involved (and included in the paragraph above) is R$ 711 as at March 31, 2015 (R$ 692 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.

72

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks – Continued

23.6.Other non-accrued contingent liabilities – Continued

·       COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and unappealable decision, other requests for offset, collection of taxes on soybean export operations, tax payment divergences and overpayments; fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$1,439 as at March 31, 2015 (R$921 as at December 31, 2014).

·       ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Departmetn registry; (iii) refund of tax replacement without proper compliance with accessory obligations introduced by CAT Administrative Rule 17 of the State of São Paulo; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (viii) among other matters. The total amount of these assessments is R$5,343 as at March 31, 2015 (R$5,087 as at December 31, 2014), which await a final decision at the administrative and court levels.

·          Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Fees, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations and sundry taxes, in the amount of R$383 as at March 31, 2015 (R$353 as at December 31, 2014), which await decision at the administrative and court levels.

·          Other litigationsthese refer to administrative proceedings and lawsuits in which the Company pleads the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency  - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, amounting to R$527 as at March 31, 2015 (R$505 as at December 31, 2014).

The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at March 31, 2015 the estimated amount, in case of success in all lawsuits, is approximately R$142 (R$122 as at December 31,2014).

 

73

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks – Continued

23.7.Restricted deposits for legal proceedings

The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court restricted deposits in the corresponding amounts, as well as escrow  deposits related to the provision for legal proceedings.

The Company has recorded restricted deposits in assets.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

 

         

Tax

66

61

 

171

163

Labor

335

332

 

630

618

Civil and others

29

27

 

79

76

Total

430

420

 

880

857

 

23.8.Guarantees given to support lawsuits

Lawsuits

Real estate

Equipment

 

Letter of guarantee

Total

       

Tax

846

-

6,509

7,355

Labor

7

3

54

64

Civil and others

-

1

1,203

1,204

Total

853

4

7,766

8,623

 

The cost of guarantees is approximately 0.81% per year of the amount of the lawsuits and is recorded as expense.

 

 

74

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions

24.1.     Operating lease

(i)        Non-cancelable minimum payments

 

Consolidated

 

3.31.2015

 

Minimum rental payment:

 

Up to 1 year

20

1 to 5 years

80

Over 5 years

62

 

162

Refer to non-cancellable rental agreements through the due dates. The operating leasing agreements vary from 5 to 20 years and the table above presents the non-cancelable agreements. There are other operating lease agreements that GPA management considers as cancelable, recording the related expenses in the statement of income. The total expense recorded as “noncontingent payments” related to operating lease agreements is presented in item (iii) below.

(ii)       Minimum rental payments on the agreement termination date

The Company analized and concluded that the rental agreements are cancelable over their duration. In case of termination, minimum payments will be due as a termination fee, which can vary from 1 to 12 months of rental or a fixed percentage of the contractual balance.

 

Parent Company

 

Consolidated

 

3.31.2015

 

3.31.2015

Minimum rental payments

     

Minimum payments on the termination date

248

 

713

 Total

248

 

713

(iii)       Contingent payments

Management considers the payment of additional rents as contingent payments, which vary between 0.5% and 2.5% of sales.

 

Parent Company

 

Consolidated

Expenses (income) for the period:

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

Contingent payments

89

91

 

164

143

Noncontingent payments

43

35

 

254

231

Subleases (*)

(28)

(37)

 

(37)

(48)

(*) Refers to lease agreements receivable from commercial shopping malls.

(iv)      Clauses with renewal or adjustment option

The lease term varies between 5 and 25 years and the agreements may be renewed according to the Rental Law 12,122/10. The agreements are periodically adjusted based on inflation indices.

75

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions – Continued

24.2.  Finance lease

Finance lease agreements amounted to R$313 as at March 31, 2015 (R$323 as at December 31, 2014), as shown Iin the table below:

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

Finance lease liability –minimum rental payments:

         

Up to 1 year

26

25

 

34

34

1 - 5 years

82

87

 

130

133

Over 5 years

43

44

 

92

96

Present value of finance lease agreements

151

156

 

256

263

           

Future finance charges

15

15

 

57

60

Gross amount of finance lease agreements

166

171

 

313

323

 

25.    Deferred revenue

The Company and its subsidiary Via Varejo received in advance amounts from business partners on exclusivity in the intermediation of additional or extended warranties services, and the subsidiary Barcelona received in advance amounts for the rental of back lights for exhibition of products from its suppliers.

 

Parent Company

 

Consolidated

 

3.31.2015

12.31.2014

 

3.31.2015

12.31.2014

       

Restated

Restated

Additional or extended warranties

31

48

 

820

859

Bradesco agreement

-

-

 

23

25

Barter agreement

-

-

 

82

70

Investment in media

26

21

 

51

48

Back lights

-

-

 

20

28

Spread BCA - Customers base exclusivity (5 years)

-

-

 

9

10

Tax credit research

-

-

 

2

2

Others

-

-

 

4

4

 

57

69

 

1,011

1,046

           

Current

26

4

 

234

212

Noncurrent

31

65

 

777

834

             

 

 

76

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Shareholders’ equity

 

The detailed information on shareholders’ equity was presented in the annual financial statements for  2014, in note 26.

26.1.Capital stock

The subscribed and paid-up capital as at March 31, 2015 is represented by 265,315 (265,283 as at December 31, 2014) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at March 31,2015 (99,680 as at December 31, 2014) and 165,635 in thousands of preferred shares as at March 31, 2015 (165,603 as at December 31, 2014).

The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of any amendment to the Company’s Bylaws, upon resolution of the Board of Directors, which will establish the issue conditions.

At the Board of Directors’ Meetings held on February 12, 2015 and March 20, 2015, the capital was increased by R$1 through  the issue of 32(in thousands of shares) preferred shares.

26.2.Stock option plan for preferred shares

Information on the stock option plans is summarized below:

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at December 31, 2014

 

 

 

 

 

 

Series A4 - Gold

5/24/2010

5/31/2013

5/31/2014

0.01

0.01

514

(512)

(2)

-

Series A4 - Silver

5/24/2010

5/31/2013

5/31/2014

46.49

46.49

182

(181)

(1)

-

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(282)

(14)

3

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(282)

(14)

3

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(329)

(32)

165

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(329)

(32)

165

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(137)

(27)

194

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(137)

(27)

194

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(5)

(32)

202

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(6)

(31)

202

 

 

 

 

 

 

3,540

(2,200)

(212)

1,128

 

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise 

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at March 31, 2015

 

 

 

 

 

 

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(282)

(14)

3

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(282)

(14)

3

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(336)

(33)

157

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(336)

(33)

157

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(144)

(29)

185

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(144)

(29)

185

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(7)

(40)

192

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(8)

(40)

191

 

 

 

 

 

 

2,844

(1,539)

(232)

1,073

 

77

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Shareholders’ equity - Continued

 

26.1. 

26.2.Stock option plan for preferred shares - Continued

Below is the maximum percentage of dilution to which current shareholders will be subject in case stock options granted are exercised up to 2015:

 

3.31.2015

12.31.2014

 

 

Number of shares

265,315

265,283

Balance of effective stock options granted

1,073

1,128

Maximum percentage of dilution

0.40%

0.43%

The fair value of each option granted is estimated at the granting date using the “Black&Scholes” pricing model, taking into account the following assumptions for series B1 and C1: (a) expected dividends of 0.96%, (b) expected volatility of approximately 22.09% and (c) the risk-free weighted average interest rate of 11.70%. The expected remaining average life of the series outstanding as at March 31, 2015 was 1.28 year (1.52 year as at December 31, 2014).

The weighted average fair value of options granted as at March 31, 2015 was R$69.67 (R$69.71 as at December 31, 2014).

 

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

Intrinsic value added

       

At December 31, 2014

       

Granted during the year

477

41.61

 

 

Canceled during the year

(99)

39.92

 

 

Exercised during the year

(830)

32.76

 

 

Outstanding at the end of the year

1,128

38.16

1.52

66,905

Total to be exercised at December 31, 2014

1,128

38.16

1.52

66,905

       

At March 31, 2015

       

Granted during the period

 

41.61

   

Canceled during the period

(23)

40.31

   

Exercised during the period

(32)

37.25

   

Outstanding at the end of the period

1,073

38.15

1.29

61,141

Total to be exercised at March 31, 2015

1,073

38.15

1.29

61,141

As at March 31, 2015 there were options to be exercised in Series A5.

The amounts recorded in the statement of income, Parent Company and Consolidated, as at March 31, 2015 were R$4 (R$18 as at March 31, 2014).

26.3.Cumulative other comprehensive income

Refers to the cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) in Brazilian reais, corresponding to the investment of GPA in subsidiary CDiscount. The effect in the Parent Company was R$6 and R$10 for non-controlling interests.

78

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

27.    Net sales of goods and/or services      

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

Gross sales

     

Restated

Restated

Goods

6,010

5,910

 

18,860

16,355

Services rendered

63

31

 

534

373

Financial services

-

-

 

365

343

Sales returns and cancelations

(104)

(94)

 

(586)

(499)

 

5,969

5,847

 

19,173

16,572

Taxes

(455)

(447)

 

(1,959)

(1,619)

   

-

   

-

Net sales

5,514

5,400

 

17,214

14,953

28.    Expenses by nature

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

 

 

 

 

Restated

Restated

Cost of inventories

(3,881)

(3,826)

 

(12,618)

(10,694)

Personnel expenses

(645)

(636)

 

(1,702)

(1,670)

Outsourced services

(79)

(96)

 

(549)

(525)

Functional expenses

(321)

(294)

 

(698)

(604)

Selling expenses

(160)

(92)

 

(548)

(414)

Other expenses

(58)

(17)

 

(143)

(91)

 

(5,144)

(4,961)

 

(16,258)

(13,998)

 

         

Cost of goods and/or services sold

(4,072)

(3,973)

 

(13,076)

(11,266)

Selling expenses

(943)

(852)

 

(2,721)

(2,384)

General and administrative expenses

(129)

(136)

 

(461)

(348)

 

(5,144)

(4,961)

 

(16,258)

(13,998)

 

29.    Other operating income (expenses), net             

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

         

Loss (gain) on disposal of fixed assets

(3)

(1)

 

(15)

(1)

Integration/restructuring expenses

(9)

(25)

 

(24)

(25)

Indemnified amounts

(22)

(4)

 

(22)

(4)

Others

8

(1)

 

(7)

2

 

(26)

(31)

 

(68)

(28)

 

 

 

79

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

30.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

3.31.2015

3.31.2014

 

3.31.2015

3.31.2014

Financial expenses:

 

 

 

Restated

Cost of debt

(159)

(114)

 

(287)

(236)

Cost of sales of receivables

(15)

(25)

 

(91)

(183)

Monetary loss

(34)

(35)

 

(60)

(59)

Other financial expenses

(32)

(22)

 

(60)

(40)

Total financial expenses

(240)

(196)

 

(498)

(518)

 

         

Financial income:

         

Income from cash and cash equivalents

31

31

 

105

110

Monetary gain

40

29

 

87

67

Other financial income

1

1

 

24

2

Total financial income

72

61

 

216

179

 

         

Total

(168)

(135)

 

(282)

(339)

The hedge effects in the three-month periods ended March 31, 2015 and  2014 are disclosed in Note 19(a).

31.    Earnings per share

The information on earnings per share was presented in the annual financial statements for 2014, in note 31.

The table below presents the determination of net income available to holders of common and preferred shares and the weighted average number of common and preferred shares outstanding used to calculate basic and diluted earnings per share in each reporting period:

 

3.31.2015

 

3.31.2014

 

Preferred

Common

Total

 

Preferred

Common

Total

 

Restated

 

Restated

Basic numerator

             

Net income allocated

124

68

192

 

123

68

191

Net income allocated available to holders of common and preferred shares

124

68

192

 

123

68

191

               

Basic denominator (millions of shares)

             

Weighted average number of shares

165

100

265

 

165

100

265

               

Basic earnings per millions shares (R$)

0.74978

0.68161

   

0.74595

0.67813

 
               

Diluted numerator

             

Net income allocated available to holders of common and preferred shares

124

68

192

 

123

68

191

 

124

68

192

 

123

68

191

               

Diluted denominator

             

Weighted average number of shares (in millions).

165

100

265

 

165

100

265

Diluted weighted average number of shares (in millions)

165

100

265

 

165

100

265

Diluted earnings per millions shares (R$)

0.74796

0.68106

   

0.74418

0.67813

 

 

80

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

32.    Benefit plan

32.1.Pension plan

In France, an industry-specific agreement between employers and employees determines the payment of allowances to employees at the date of retirement depending on the years of service rendered and their salary at the age of retirement.

 

Main assumptions used in determining defined benefit obligations:

 

 

Cdiscount

 

2015

Discount rate

3.90%

Expected rate of future salary increase

3.00%

Retirement age

64

 

The discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.

 

Reconciliation of obligations in the balance sheet

 

Cdiscount

 

2015

At December 31, 2014

7

Cost for the period

1

At March 31, 2015

8

32.2.Defined contribution plan

In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the three-month period ended March 31, 2015 is R$1 (R$1 as at March 31, 2014), and employees contribution is R$1(R$1 as at December 31, 2014). The plan had 904 participants as at March 31, 2015 (1,013 as at March 31, 2014).

33.    Insurance coverage

The insurance coverage as at March 31, 2015 is summarized as follows:

 

 

 

Parent Company

Consolidated

Insured assets

Covered risks

Amount insured

Amount insured

 

 

 

Property and equipment and inventories

Assigning profit

8,603

22,080

Profit

Loss of profits

4,507

8,628

Cars and others (*)

Damages

409

620

 

 

 

The Company maintains specific policies for civil liability and directors and officers liability amounting to R$362.

(*)     The value reported above does not include coverage of the hooves, which are insured by the value of 100% of the Foundation Institute of Economic Research – FIPE table.

81

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.    Segment information

The information on segments was presented in the annual financial statements for 2014, in note 34.

Management considers the following segments:

·       Retail – includes the banners “Pão de Açúcar”, “Minuto Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Mini-mercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”.

·       Home appliances – includes the banners “Ponto Frio” and “Casas Bahia”.

·       Cash & Carry – includes the brand “ASSAÍ”.

·       E-commerce includes the “sites” www.pontofrio.com.br; www.extra.com.br; www.casasbahia.com.br; www.barateiro.com.br, www.partiuviagens.com.br and www.cdiscount.com.br.

Information on the Company’s segments as at March 31 is included in the table below:

 

82

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.    Segment information – Continued

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

Total (**)

 

Eliminations(*)

 

Total (**)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Net sales

6,605

6,428

 

2,312

1,831

 

5,388

5,448

 

2,926

1,252

 

17,231

14,959

 

(17)

(6)

 

17,214

14,953

Gross profit

1,786

1,725

 

314

243

 

1,778

1,677

 

260

44

 

4,138

3,689

 

-

(2)

 

4,138

3,687

Depreciation and amortization

(143)

(136)

 

(22)

(18)

 

(42)

(34)

 

(22)

(3)

 

(229)

(191)

 

-

-

 

(229)

(191)

Share of profit of subsidiaries and associates

21

15

 

-

-

 

7

7

 

-

-

 

28

22

 

-

-

 

28

22

Operating profit

284

334

 

46

34

 

491

450

 

(134)

(60)

 

687

758

 

-

-

 

687

758

Financial expenses

(253)

(217)

 

(24)

(17)

 

(154)

(241)

 

(75)

(53)

 

(506)

(528)

 

8

10

 

(498)

(518)

Financial income

103

97

 

3

5

 

66

81

 

52

6

 

224

189

 

(8)

(10)

 

216

179

Profit(loss) before income tax and social contribution

134

214

 

25

22

 

403

290

 

(157)

(107)

 

405

419

 

-

-

 

405

419

Income tax and social contribution

(32)

(57)

 

(9)

(8)

 

(134)

(101)

 

22

11

 

(153)

(155)

 

-

-

 

(153)

(155)

Net income for the period

102

157

 

16

14

 

269

189

 

(135)

(96)

 

252

264

 

-

-

 

252

264

                                       

Current assets

6,916

8,062

 

1,465

1,709

 

9,125

10,366

 

3,788

3,980

 

21,294

24,117

 

(97)

(96)

 

21,197

24,021

Noncurrent assets

13,894

13,691

 

1,553

1,492

 

5,402

5,283

 

1,568

1,463

 

22,417

21,929

 

(646)

(605)

 

21,771

21,324

Current liabilities

6,853

8,026

 

1,274

1,832

 

8,407

9,716

 

5,165

5,106

 

21,699

24,680

 

(737)

(699)

 

20,962

23,981

Noncurrent liabilities

5,409

5,314

 

594

235

 

1,524

1,571

 

56

52

 

7,583

7,172

 

(6)

(2)

 

7,577

7,170

Shareholders’ equity

8,548

8,413

 

1,150

1,134

 

4,596

4,362

 

135

285

 

14,429

14,194

 

-

-

 

14,429

14,194

 

 (*)   The eliminations consist of intercompany balances. (**) The balances for the e-commerce were restated for 3.31.2014 and 3.31.2015

 

83

 

 


 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

34.    Segment information – Continued

 

Brazil

 

International

                 

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

E-commerce

 

Total (**)

 

Eliminations (*)

 

Total (**)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

                             

 

               

Net sales

6,605

6,428

 

2,312

1,831

 

5,388

5,448

 

1,584

1,252

 

1,343

-

 

17,231

14,959

 

(18)

(6)

 

17,214

14,953

                             

 

               

Current assets

6,916

8,062

 

1,465

1,709

 

9,125

10,366

 

1,610

1,630

 

2,178

2,350

 

21,294

24,117

 

(97)

(96)

 

21,197

24,021

Noncurrent assets

13,894

13,691

 

1,553

1,492

 

5,402

5,283

 

836

808

 

732

655

 

22,417

21,929

 

(646)

(605)

 

21,771

21,324

Current liabilities

6,853

8,026

 

1,274

1,832

 

8,407

9,716

 

2,660

2,608

 

2,505

2,498

 

21,699

24,680

 

(737)

(699)

 

20,962

23,981

Noncurrent liabilities

5,409

5,314

 

594

235

 

1,524

1,571

 

18

17

 

38

35

 

7,583

7,172

 

(6)

(2)

 

7,577

7,170

Shareholders’ equity

8,548

8,413

 

1,150

1,134

 

4,596

4,362

 

(232)

(187)

 

367

472

 

14,429

14,194

 

-

-

 

14,429

14,194

 

(*)    The eliminations consist of intercompany balances. (**) The balances for the e-commerce were restated for 3.31.2014 and 3.31.2015

84

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

34.    Segment information – Continued

Company general information

The Company and its subsidiaries operate primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:

 

3.31.2015

3.31.2014

 

Restated

Food

52.0%

55.2%

Nonfood

48.0%

44.8%

Total sales

100.0%

100.0%

 

 

 

As at March 31, 2015, capital expenditures were as follows:

 

3.31.2015

3.31.2014

 

Restated

Food

368

200

Nonfood

141

72

Total capital expenditures

509

272

35.    Events after the reporting period

35.1.  Dividends of 2014

The Annual and Extraordinary Shareholders’ Meeting (AGOE) held at April 24, 2015, the shareholders approved the porposal os the Board of Directors’, which had proposed the dividends payment for the fiscal year ended in December 31, 2014, in the amount of R$302, which corresponds to R$ R$1,070505415 per common share and R$1,177555957 per preferred share.

Excetuadas as antecipações trimestrais já pagas durante 2014, a Companhia pagará em até 60 dias a partir de 25 de abril de 2015, data da realização da AGOE, o valor de R$194 que corresponde à parcela remanescente de dividendos referente ao ano de 2014. Este valor corresponde a R$0,6889912644 por ação ordinária e R$0,7578903909 por ação preferencial. Terão direito os detentores de ações em circulação na data-base de 24 de abril de 2014. A partir do dia 25 de abril de 2015, as ações passaram a ser negociadas sem direito aos dividendos (“ex- direito”) até a data do seu pagamento, a ser anunciado oportunamente.

35.2.  Anticipated dividends

The Board of Directors’ meeting held at May 7, 2015 approved the payment of anticipated dividends in the total amount of R$38, of which R$0.15 per preferred share and R$0.136365 per common share.

The dividends will be paid at May 28, 2015. All the shares shall be entitled to dividends on May 18, 2015 base date. As of May 19, 2015, the shares shall be negotiated “ex-rights” to the dividends payment date.

 

85

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.      Events after report period – Continued

35.3.  Capital stock

At the Board of Director’s meeting held at May 7, 2015 the capital was increased by R$ 12, by means of the issue of 347 thousands of preferred shares.

35.4.  Merger of subsidiaries

a)     

The Extraordinary Shareholders’ Meeting held on December 22, 2015 approved the incorporation of subsidiary Sé Supermercados Ltda (“Sé”) by the Company, in order to unify these companies’ activities and management. This merge will result in substantial administrative, economic and financial benefits.

Since it is a fully consolidated subsidiary merger there is no impact in the consolidated financial statements neither in individual statement of profit or loss.

b)      Nova Holding

The Extraordinary Shareholders’ Meeting held on December 22, 2015 approved the incorporation of Nova Holding subsidiary by the Company, in order to unify these companies’ activities and management. This merge will result in substantial administrative, economic and financial benefits and optimizing corporate group’s structure.

Since it is a fully consolidated subsidiary merger there is no impact in the consolidated financial statements neither in individual statement of profit or loss.

c)     Corporate restructuring Barcelona and Sendas

On April 27, 2016, was approved in Ordinary and Extraordinary Shareholders´ Meeting of CBD, the part of incorporation of the net assets of Sendas Distribuidora. The steps of this reorganization were preceded by the following corporate actions: (i) redemption Barcelona subsidiary shares held by subsidiary Novasoc; (ii) incorporation of the same date in Sendas Distribuidora of completeness net assets of the Barcelona subsidiary, which was consequently terminated; and (iii) spin-off of part of Sendas Distribuidora collection, also of the same date, with the consequent merger of the spun-off by CBD. As a result of this reorganization, there was no effect on the consolidated interim financial statements of the Company.

 

86

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.    Events after report period – Continued

35.5.  Arbitration Morzan

On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration - ICA, to indemnify Morzan Empreendimentos e Participações Ltda. (“Morzan”). Such decision was amended on January 27, 2016 with no significant changes.

The account payable in the amount of R$233, including legal fees, was fully settled in April 1, 2016.

On October 25, 2016 the Securities Registration Office (“SRE”) of the Brazilian Securities Commission (“CVM”) ordered the Company to “pay the additional value equivalent to 80% of the value effectively paid to Morzan(…) to the other shareholders of Globex Utilidades S.A. who adhered to the Share Purchase Agreement which culminated in the sale of the Company’s control or chose, in the context of its MTO, the mixed payment option, as defined” in the notice of the mandatory tender offer launched by the Company on January 4, 2010. On a preliminary analysis, the Notice’s order would imply the obligation to carry out a payment of approximately R$ 150. The Company in conjunction with its consultants analyzed the terms of the Notice and is convinced that the Arbitral Award does not have the effects attributed by SRE, and for this reason it will submit an appeal to CVM’s Board of Commissioners, with request of suspensive effect, with view to alter the order set forth in the Notice.

35.6.  Notices from CVM to GPA and subsidiary Via Varejo

On February 18, 2016, the subsidiary Via Varejo received a notice from CVM, the notice number 18/2016-CVM/SEP/GEA-5 showing the understanding of the Department of Relationship with Companies – SEP in relation to certain accounting entries related to corporate transactions at the level of Via Varejo in 2013. Due to the disclosed effects in its financial statementes the Company received the notice number 19/2016-CVM /SEP/GEA-5.

CVM notified its understanding which is different from the applied by Via Varejo in financial statements of that year, in relation to (a) revaluation of participation previously held in the sale of interest of Nova Pontocom to the Company (This tansaction has no effect in the consolidated financial statements); and (b) accounting treatment of the control acquisition of Movéis Bartira, by the acquisition of additional 75% interest. In the case of the Company, CVM noticed its understanding related to item (b) above mentioned.

Via Varejo presented an appeal to CVM collegiate requesting suspensive effect in the terms of Deliberation 463, however decided for a restatement of item (i) from CVM notice in its subsidiary Via Varejo, which has no effects in the Company’s consolidated financial statements or interim financial information.  Via Varejo and the Company awaits for a collegiate decision about the presented arguments for the item (ii), related to effects in acquisition of Indústria de Móveis Bartira. Until this date, there are no effects recorded in the financial statements neither in the interim financial information of the Company or its Subsidiaries related to the requested by CVM notice about acquisition of Bartira.

 

87

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

35.     Events after report period – Continued  

35.7.  Promissory note emission

The Board of Directors’ meeting held on December 17, approved the 1st issuance of promissory notes, for public distribution, in the total the amount of R$500. There were 10 promissory notes, amounting R$50 each unit.

The Board of Directors’ meeting held on July 14, approved the 2nd issuance of promissory notes, for public distribution, in the total the amount of R$500. There were 200 promissory notes, amounting R$2.5 each unit. The resources are used to strengthen Company’s working capital.

35.8.  Association Via Varejo and Cnova Brazil

On May 12th, 2016, the subsidiary Via Varejo signed a non-binding memo of understanding (“MoU”) with its subsidiary Cnova N.V., over the corporate reorganization involving Cnova Brasil and Via Varejo itself. The Board of directors of Via Varejo established a Special committee, composed of three members of the Board of directors, to overview the process and determine the terms and conditions of the proposal.

At the Shareholders´ Meeting held on September 12, 2016, Via Varejo’s non-controlling shareholders, holders of preferred and common shares, approved the reorganization proposal for the integration of the businesses of electronic commerce operated by Cnova Brasil into Via Varejo´s business, as recommended by the Special committee of Via Varejo´s board of directors.

After the approval by the parties, Cnova Brasil shall incorporate VV Dutchco. To eliminate the reciprocal interest resulting from the exchange of shares between Cnova Brasil and Cnova NV., Cnova Brasil will receive part of the its shares held by Cnova NV, through the return of capital. The remaining shares will be purchased by Cnova Brasil, resulting in Cnova Brasil to be whole subsidiary of Via Varejo. According to the loan terms and conditions between Cnova Brasil and Cnova NV (valued at approximately R$160 million at the end of September 2016), such event will result in prepayment obligation of such loans, which should be paid to Cnova N.V. by Via Varejo.

The reorganization was approved by the boards of CBD, Casino, Via Varejo and Cnova N.V and is awaiting legal procedures. With the conclusion of the transaction Cnova Brasil will be a whole subsidiary of Via Varejo, which will no longer have interest in Cnova N.V. Consequently, GPA will also no longer have majority voting on Cnova N.V., and will no longer consolidate subsidiaries which represents the e-commerce segment abroad.

 

88

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

36.     Events after report period – Continued  

35.9.  Class action Cnova

The subsidiary Cnova, certain of its current and former officers and directors, and the underwriters of Cnova’s initial public offering, or IPO, have been named as defendants in a securities class action lawsuit in the United States Federal District Court for the Southern District of New York asserting claims related to the subject matter of the internal review, concluded on July 22, 2016, conducted by the Company and its subsidiary Cnova and its advisors, as per note 1.1. As a result, Cnova may incur expenses, including, without limitation, substantial attorneys’ fees and other professional advisor fees and obligations to indemnify certain current and former officers or directors and the underwriters of Cnova’s initial public offering who are or may become parties to or involved in such matters. The Company and its subsidiary Cnova are still unable, at this time, to predict the extent of potential liability in these matters, including what, if any, parallel action the SEC might take as a result of facts or the findings of the internal review conducted by GPA, its subsidiary Cnova and their consultants hired by Cnova’s Board of Directors.

35.10.      Debentures issuance

The Board of Directors’ meeting held on October 5,2016 approved the 13th issuance of simple debentures, non convertible into shares, unsecured, in a sole series, in the total amount of R$ 750, which may be increased up to R$ 1,012 yelding 97.5% of CDI , with maturity date in 3 years. These debentures shall be subject to private placement to Ares Serviços Imobiliários Ltda, which will transfer the rights to Ápice securitizadora S.A, who intends to acquire the debentures related to the Agribusiness Credit Rights to then back up the Agribusiness Receivables Certificate (CRA), which will be subject to public placement. The proceeds arising from the Debentures shall be exclusively used to purchase agricultural products, such as fruits, vegetables, dairy products, poultry and other animal proteins in natura directly from rural producers and/or rural cooperatives.

 

89

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 3/31/2015
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

WILKES PARTICIPAÇÕES S.A.

65,400,000

65.61%

-

0.00%

65,400,000

24.65%

SUDACO PARTICIPAÇÕES LTDA.

28,619,178

28.71%

-

0.00%

28,619,178

10.79%

CASINO GUICHARD PERRACHON *

5,600,052

5.62%

-

0.00%

5,600,052

2.11%

JEAN CHARLES NAOURI

-

0.00%

1

0.00%

1

0.00%

SEGISOR *

-

0.00%

13,460

0.01%

13,460

0.01%

KING LLC *

-

0.00%

852,000

0.51%

852,000

0.32%

PINCHER LLC *

-

0.00%

115,235

0.07%

115,235

0.04%

COFIDOL SAS *

-

0.00%

8,907,123

5.38%

8,907,123

3.36%

TREASURY SHARES

-

0.00%

232,586

0.14%

232,586

0.09%

OTHER

60,621

0.06%

155,514,844

93.89%

155,575,465

58.64%

TOTAL

99,679,851

100.00%

165,635,249

100.00%

265,315,100

100.00%

(*) Foreign Company

           

 

COMPANY’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL

WILKES PARTICIPAÇÕES S.A

Shareholding at 3/31/2015
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares Class A

Preferred Shares Class B

Total

Number

%

Number

%

Number

%

Number

%

SUDACO PARTICIPAÇÕES LTDA.

24,466,566

60.04%

24,650,000

100.00%

10,073,824

100.00%

59,190,390

78.43%

SEGISOR*

5,078,294

12.46%

-

0.00%

-

0.00%

5,078,294

6.73%

BENGAL LLC*

1,550,000

3.80%

-

0.00%

-

0.00%

1,550,000

2.05%

OREGON LLC*

1,550,000

3.80%

-

0.00%

-

0.00%

1,550,000

2.05%

PINCHER LLC*

1,434,765

3.52%

-

0.00%

-

0.00%

1,434,765

1.90%

GEANT*

4,894,544

12.01%

-

0.00%

-

0.00%

4,894,544

6.49%

TREASURY SHARES

1,775,831

4.36%

-

0.00%

-

0.00%

1,775,831

2.35%

TOTAL

40,750,000

100.00%

24,650,000

100.00%

10,073,824

100.00%

75,473,824

100.00%

(*) Foreign Company

               
 

90

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

SUDACO PARTICIPAÇÕES LTDA

Shareholding at 3/31/2015
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

PUMPIDO PARTICIPAÇÕES LTDA

3,585,804,572

85.62%

3,585,804,572

85.62%

GEANT INTERNATIONAL B.V.*

602,288,697

14.38%

602,288,697

14.38%

SPICE INVESTMENT 2000 S.A

1

0.00%

1

0.00%

TOTAL

4,188,093,270

100.00%

4,188,093,270

100.00%

(*) Foreign Company

       
         

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

PUMPIDO PARTICIPAÇÕES LTDA

Shareholding at 12/31/2014
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

SEGISOR*

3,633,544,693

100.00%

3,633,544,693

100.00%

SPICE INVESTMENT 2000 S/A

1

0.00%

1

0.00%

TOTAL

3,633,544,694

100.00%

3,633,544,694

100.00%

(*) Foreign Company

       
         
         

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

SPICE INVESTMENT 2000 S/A

Shareholding at 03/31/2015
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

SEGISOR*

998

99.70%

998

99.70%

Board of Directors

3

0.30%

3

0.30%

TOTAL

1,001

100.00%

1,001

100.00%

(*) Foreign Company

       

 

 

 

 

 

SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL

SEGISOR

Shareholding at 03/31/2015
(In units)

Shareholder/Quotaholder

Quotas

Total

 

Number

%

Number

%

CASINO GUICHARD PERRACHON (*)

937,121,094

100.00%

937,121,094

100.00%

TOTAL

937,121,094

100.00%

937,121,094

100.00%

(*) Foreign Company

       
 
 

91

 

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2015

(In millions of Brazilian reais, except when otherwise stated)

 

Other information deemed as relevant by the Company.

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 3/31/2015

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

 

0.00%

99,619,230

37.55%

             

Management

           

Board of Directors

-

0.00%

2

0.00%

2

0.00%

Board of Executive Officers

-

0.00%

18,029

0.01%

18,029

0.01%

             

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

             

Other Shareholders

60,621

0.06%

165,384,632

99.85%

165,445,253

62.36%

             

Total

99,679,851

100.00%

165,635,249

100.00%

265,315,100

100.00%

             

Outstanding Shares

60,621

0.06%

165,384,632

99.85%

165,445,253

62.36%

             
             

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 3/31/2014

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

4,887,818

2.96%

104,507,048

39.45%

             

Management

           

Board of Directors

-

0.00%

10

0.00%

10

0.00%

Board of Executive Officers

-

0.00%

135,604

0.08%

135,604

0.05%

             

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

             

Other Shareholders

60,621

0.06%

159,987,554

96.82%

160,048,175

60.41%

             

Total

99,679,851

100.00%

165,243,572

100.00%

264,923,423

100.00%

             

Outstanding Shares

60,621

0.06%

159,987,554

96.82%

160,048,175

60.41%

 

92

 

 

 

SIGNATURES

        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:  November 8, 2016 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



    By:    /s/ Daniela Sabbag            
         Name:  Daniela Sabbag 
         Title:     Investor Relations Officer


FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.