cbditr2q14_6k.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K

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 July, 2014

           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  


 

 

Companhia Brasileira
de Distribuição

Individual and Consolidated Interim
Financial Information for the
Quarter Ended June 30, 2014 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, Board of Directors and Management of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), identified as Company and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the three-month period ended June 30, 2014, which comprises the balance sheet as of June 30, 2014 and the related statements of income and comprehensive income for the three and six-month periods then ended and of changes in equity and cash flows for the six-month period then ended, including the explanatory notes.

The Company’s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and the consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) and the 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 established by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

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

Conclusion on individual interim financial information

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

 

 


 

Deloitte Touche Tohmatsu

 

Conclusion on consolidated interim financial information

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

Other matters

Statements of value added

We have also reviewed the individual and consolidated statements of value added for the six-
-month period ended June 30, 2014, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.

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

São Paulo, July 22, 2014

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

 

 

© 2014 Deloitte Touche Tohmatsu. All rights reserved. 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Company Information

 

Capital Breakdown

2

Cash Dividends

3

Individual Quarterly Financial Information

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities

5

Income Statement

7

Comprehensive Income for the Period

8

Statement of Cash Flows

9

Statement of Changes in Shareholders’ Equity

 

1/1/2014 to 6/30/2014

10

1/1/2013 to 6/30/2013

11

Statement of Value Added

12

Consolidated Quarterly Financial Information

 

Balance Sheet - Assets

13

Balance Sheet - Liabilities

14

Income Statement

16

Comprehensive Income for the Period

17

Statement of Cash Flows

18

Statement of Changes in Shareholders’ Equity

 

1/1/2014 to 6/30/2014

19

1/1/2013 to 6/30/2013

20

Statement of Value Added

21

Comments on the Company`s Performance

22

Notes to the Quarterly Financial Information

42

Other Information Deemed Relevant by the Company

98

 

 

 

 

 

 

 

 

1

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

 

Company Information / Capital Breakdown

 

Number of Shares

(thousand)

Current Quarter

06/30/2014

 

Paid in Capital

 

 

Common

99,680

 

Preferred

165,458

 

Total

265,138

 

Treasury Shares

 

 

Common

-

 

Preferred

233

 

Total

233

 

 

 

 

 

 

 

 

2

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

 

 

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Class of Share

Amount per share (Reais/ share)

Board of Directors’ Meeting

04/24/2014

Dividend

05/15/2014

Common

-

0.12727

Board of Directors’ Meeting

04/24/2014

Dividend

05/15/2014

Preferred

-

0.14000

Extraordinary and Ordinary Shareholders’ Meeting

04/16/2014

Dividend

06/13/2014

Common

-

0.53539

Extraordinary and Ordinary Shareholders’ Meeting

04/16/2014

Dividend

06/13/2014

Preferred

-

0.58893

Board of Directors’ Meeting

07/16/2014

Dividend

08/13/2014

Common

-

0.12727

Board of Directors’ Meeting

07/16/2014

Dividend

08/13/2014

Preferred

-

0.14000

 

 

3

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

1

Total Assets

20,661,258

22,214,075

1.01

Current Assets

3,610,299

5,623,474

1.01.01

Cash and Cash Equivalents

867,761

2,851,220

1.01.03

Accounts Receivable

225,220

360,361

1.01.03.01

Trade Accounts Receivable

175,369

312,471

1.01.03.02

Other Accounts Receivable

49,851

47,890

1.01.04

Inventories

2,219,486

2,165,609

1.01.06

Recoverable Taxes

128,630

148,034

1.01.06.01

Current Recoverable Taxes

128,630

148,034

1.01.07

Prepaid Expenses

93,648

27,497

1.01.08

Other Current Assets

75,554

70,753

1.01.08.01

Noncurrent Assets Held for Sales

2,418

4,355

1.01.08.03

Other

73,136

66,398

1.02

Noncurrent Assets

17,050,959

16,590,601

1.02.01

Long-term Assets

1,832,157

1,614,381

1.02.01.03

Accounts Receivable

30,427

31,338

1.02.01.03.02

Other Accounts Receivable

30,427

31,338

1.02.01.06

Deferred Taxes

132,333

120,869

1.02.01.06.01

Deferred Income and Social Contribution Taxes

132,333

120,869

1.02.01.07

Prepaid Expenses

28,198

37,803

1.02.01.08

Receivables from Related Parties

879,963

646,478

1.02.01.08.02

Receivables from Subsidiaries

841,639

608,573

1.02.01.08.03

Receivables from Controlling Shareholders

641

2,738

1.02.01.08.04

Receivables from Other Related Parties

37,683

35,167

1.02.01.09

Other Noncurrent Assets

761,236

777,893

1.02.01.09.04

Recoverable Taxes

337,173

350,880

1.02.01.09.05

Restricted Deposits for Legal Proceeding

424,063

427,013

1.02.02

Investments

8,043,124

7,774,250

1.02.02.01

Investments in Associates

8,043,124

7,774,250

1.02.02.01.02

Investments in Subsidiaries

8,043,124

7,774,250

1.02.03

Property and Equipment, net

6,057,873

6,074,815

1.02.03.01

Property and Equipment in Use

5,953,527

5,911,544

1.02.03.02

Leased properties

28,731

32,210

1.02.03.03

In Progress

75,615

131,061

1.02.04

Intangible Assets

1,117,805

1,127,155

1.02.04.01

Intangible Assets

1,117,805

1,127,155

1.02.04.01.02

Intangible Assets

1,117,805

1,127,155

 

 

 

 

4

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

2

Total Liabilities

20,661,258

22,214,075

2.01

Current Liabilities

6,601,028

8,022,610

2.01.01

Payroll and Related Charges

305,661

368,584

2.01.01.01

Payroll Liabilities

46,984

67,385

2.01.01.02

Social Security Liabilities

258,677

301,199

2.01.02

Trade Accounts Payable

1,917,022

2,631,704

2.01.02.01

Local Trade Accounts Payable

1,872,913

2,529,066

2.01.02.02

Foreign Trade Accounts Payable

44,109

102,638

2.01.03

Taxes and Contributions Payable

281,165

365,382

2.01.03.01

Federal Tax Liabilities

269,091

335,395

2.01.03.01.01

Income and Social Contribution Tax Payable

88,649

132,077

2.01.03.01.02

Other (PIS, COFINS, IOF, INSS, Funrural)

40,309

67,524

2.01.03.01.03

Taxes Payable in Installments

140,133

135,794

2.01.03.02

State Tax Liabilities

12,074

29,987

2.01.04

Loans and Financing

1,696,416

1,973,889

2.01.04.01

Loans and Financing

716,996

917,290

2.01.04.01.01

In Local Currency

716,116

754,137

2.01.04.01.02

In Foreign Currency

880

163,153

2.01.04.02

Debentures

962,289

1,028,475

2.01.04.03

Financing by Leasing

17,131

28,124

2.01.05

Other Liabilities

2,396,336

2,661,800

2.01.05.01

Related Parties

2,157,229

2,224,015

2.01.05.01.01

Debts with Associated Companies

2,353

6,180

2.01.05.01.02

Debts with Subsidiaries

2,154,136

2,217,835

2.01.05.01.03

Debts with Controlling Shareholders

740

0

2.01.05.02

Other

239,107

437,785

2.01.05.02.01

Dividends and Interest on Equity Payable

917

151,480

2.01.05.02.04

Utilities

3,791

6,667

2.01.05.02.05

Rent Payable

45,508

53,027

2.01.05.02.06

Advertisement Payable

31,745

39,723

2.01.05.02.07

Pass-through to Third Parties

7,832

8,799

2.01.05.02.08

Financing Related to Acquisition of Real Estate

41,383

36,161

2.01.05.02.09

Deferred revenue

9,916

0

2.01.05.02.11

Other Accounts Payable

98,015

141,928

2.01.06

Provisions

4,428

21,251

2.01.06.02

Other Provisions

4,428

21,251

2.01.06.02.02

Provisions for Restructuring

4,428

21,251

 

 

 

 

5

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

2.02

Noncurrent Liabilities

4,064,855

4,708,275

2.02.01

Loans and Financing

2,575,079

3,142,472

2.02.01.01

Loans and Financing

1,252,698

1,018,920

2.02.01.01.01

In Local Currency

950,676

1,018,920

2.02.01.01.02

In Foreign Currency

302,022

0

2.02.01.02

Debentures

1,199,752

1,998,705

2.02.01.03

Financing by Leasing

122,629

124,847

2.02.02

Other Liabilities

915,983

1,039,851

2.02.02.02

Other

915,983

1,039,851

2.02.02.02.03

Taxes Payable by Installments

895,055

991,717

2.02.02.02.05

Financing related to acquisition of real estate

8,000

12,000

2.02.02.02.06

Other Accounts Payable

12,928

36,134

2.02.04

Provision for Contingencies

530,044

495,952

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

530,044

495,952

2.02.04.01.01

Tax Provisions

287,834

276,031

2.02.04.01.02

Social Security and Labor Provisions

159,238

149,196

2.02.04.01.04

Civil Provisions

82,972

70,725

2.02.06

Deferred revenue

43,749

30,000

2.02.06.02

Deferred revenue

43,749

30,000

2.03

Shareholders’ Equity

9,995,375

9,483,190

2.03.01

Paid-in Capital Stock

6,786,171

6,764,300

2.03.02

Capital Reserves

257,277

233,149

2.03.02.04

Granted Options

249,879

225,751

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

2,479,463

2,485,741

2.03.04.01

Legal Reserve

353,433

353,433

2.03.04.05

Retention of Profits Reserve

1,035,275

1,709,083

2.03.04.10

Expansion Reserve

1,134,627

460,557

2.03.04.12

Transactions with non-controlling interest

-43,872

-37,332

2.03.05

Retained Earnings/ Accumulated Losses

472,464

0

 

 

 

 

 

 

 

 

6

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Statement of Income

 
           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
04/01/2014 to
06/30/2014

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
04/01/2013 to
06/30/2013

Year To Date Previous
Period
01/01/2013 to
06/30/2013

3.01

Net Sales from Goods and/or Services

5,452,885

10,852,425

5,030,708

10,194,987

3.02

Cost of Goods Sold and/or Services Sold

(3,973,363)

(7,937,658)

(3,658,139)

(7,402,606)

3.03

Gross Profit

1,479,522

2,914,767

1,372,569

2,792,381

3.04

Operating Income/Expenses

(1,028,927)

(2,038,951)

(1,219,368)

(2,238,332)

3.04.01

Selling Costs

(904,253)

(1,764,820)

(790,968)

(1,598,721)

3.04.02

General and Administrative

(120,803)

(256,859)

(163,904)

(327,789)

3.04.04

Other Operating Expense

-

-

10,066

10,066

3.04.04.02

Other Operating Income

-

-

10,066

10,066

3.04.05

Other Operating Expenses

(147,119)

(283,829)

(332,099)

(453,688)

3.04.05.01

Depreciation/Amortization

(105,750)

(211,554)

(100,116)

(199,743)

3.04.05.02

Income Related to Fixed Assets

(8,693)

(9,859)

(2,064)

(4,226)

3.04.05.03

Other Operating Expenses

(32,676)

(62,416)

(229,919)

(249,719)

3.04.06

Equity Pickup

143,248

266,557

57,537

131,800

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

450,595

875,816

153,201

554,049

3.06

Net Financial Expenses

(143,119)

(278,436)

(135,628)

(242,540)

3.06.01

Financial Revenue

43,179

103,912

47,045

110,479

3.06.02

Financial Expenses

(186,298)

(382,348)

(182,673)

(353,019)

3.07

Earnings Before Income and Social Contribution Taxes

307,476

597,380

17,573

311,509

3.08

Income and Social Contribution Taxes

(43,178)

(89,124)

24,516

(32,844)

3.08.01

Current

(56,206)

(100,588)

5,524

(46,704)

3.08.02

Deferred

13,028

11,464

18,992

13,860

3.09

Net Income from Continued Operations

264,298

508,256

42,089

278,665

3.11

Net Income for the Period

264,298

508,256

42,089

278,665

3.99.01.01

Common

0.94029

1.80821

0.15029

0.99500

3.99.01.02

Preferred

1.03432

1.98903

0.16532

1.09450

3.99.02.01

Common

0.94029

1.80821

0.15029

0.99500

3.99.02.02

Preferred

1.03233

1.98521

0.16410

1.08644

 

 

 

 

 

 

7

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Comprehensive Income for the Period

           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
04/01/2014 to
06/30/2014

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
04/01/2013 to
06/30/2013

Year To Date Previous
Period
01/01/2013 to
06/30/2013

4.01

Net income for the Period

264,298  

508,256

42,089

278,665

4.03

Comprehensive Income for the Period

264,298  

508,256

42,089

278,665

 

 

 

 

 

 

 

 

8

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

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

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
01/01/2013 to
06/30/2013

6.01

Net Cash Flow Operating Activities

(470,251)

189,133

6.01.01

Cash Provided by the Operations

848,847

917,436

6.01.01.01

Net Income for the Period

508,256

278,665

6.01.01.02

Deferred Income and Social Contribution Taxes

(11,464)

(13,860)

6.01.01.03

Results from Disposal of Fixed Assets

9,859

4,226

6.01.01.04

Depreciation/Amortization

231,588

217,837

6.01.01.05

Net Finance Results

330,252

269,795

6.01.01.06

Adjustment to Present Value

-

126

6.01.01.07

Equity Pickup

(266,557)

(131,800)

6.01.01.08

Provision for Contingencies

24,923

185,060

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

(390)

2,705

6.01.01.10

Share-based Payment

24,128

23,653

6.01.01.11

Allowance for doubtful accounts

(2,195)

2,853

6.01.01.13

Provision for Obsolescence/breakage

6,782

(3,824)

6.01.01.14

Other Operating Expenses

-

82,000

6.01.01.15

Deferred Revenue

(6,335)

-

6.01.02

Changes in Assets and Liabilities

(1,319,098)

(728,303)

6.01.02.01

Accounts Receivable

137,336

186,136

6.01.02.02

Inventories

(60,659)

114,444

6.01.02.03

Recoverable Taxes

33,111

(79,205)

6.01.02.04

Other Assets

(62,020)

(43,092)

6.01.02.05

Related Parties

(293,572)

(179,412)

6.01.02.06

Restricted Deposits for Legal Proceeding

4,180

(66,650)

6.01.02.07

Trade Accounts Payable

(714,682)

(492,956)

6.01.02.08

Payroll Charges

(62,923)

(19,734)

6.01.02.09

Taxes and Social Contributions Payable

(208,306)

(122,599)

6.01.02.10

Other Accounts Payable

(108,284)

(13,874)

6.01.02.11

Contingencies

(13,279)

(11,361)

6.01.02.12

Deferred Revenue

30,000

-

6.02

Net Cash Flow Investment Activities

(202,865)

(392,753)

6.02.01

Capital Increase/Decrease on Subsidiaries

(241)

(58,750)

6.02.02

Acquisition of Property and Equipment

(176,974)

(319,686)

6.02.03

Increase Intangible Assets

(31,548)

(29,232)

6.02.04

Sales of Property and Equipment

5,898

14,915

6.03

Net Cash Flow Financing Activities

(1,310,343)

(1,393,624)

6.03.01

Capital Increase/Decrease

21,871

10,871

6.03.02

Loans Obtained

330,052

-

6.03.03

Payments

(994,683)

(1,048,119)

6.03.04

Interest Paid

(474,043)

(157,438)

6.03.05

Payment of Dividends

(186,356)

(198,938)

6.03.06

Acquisition of Subsidiary

(7,184)

-

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,983,459)

(1,597,244)

6.05.01

Cash and Cash Equivalents at the Beginning of Period

2,851,220

2,890,331

6.05.02

Cash and Cash Equivalents at the End of Period

867,761

1,293,087

 

9

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

 

Individual Quarterly Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 06/30/2014

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Paid-in
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Profit
Reserves

Accumulated
Profit / Loss

Other compreehensive income

Shareholders'
Equity

5.01

Opening Balance

6,764,300

233,149

2,485,741

-

-

9,483,190

5.03

Restated Opening Balance

6,764,300

233,149

2,485,741

-

-

9,483,190

5.04

Capital Transactions with Shareholders

21,871

24,128

-

(35,792)

-

10,207

5.04.01

Capital Increases

21,871

-

-

-

-

21,871

5.04.03

Granted Options

-

24,128

-

-

-

24,128

5.04.06

Dividends

-

-

-

(35,792)

-

(35,792)

5.05

Total Comprehensive Income

-

-

-

508,256

-

508,256

5.05.01

Net Income for the Period

-

-

-

508,256

-

508,256

5.06

Internal Changes of Shareholders’ Equity

-

-

(6,278)

-

-

(6,278)

5.06.04

Gain (Loss) in Equity Interest

-

-

262

-

-

262

5.06.05

Transactions With Non-controlling Interest

-

-

(6,540)

-

-

(6,540)

5.07

Closing Balance

6,786,171

257,277

2,479,463

472,464

-

9,995,375

 

 

 

 

 

 

 

10

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Individual Quarterly Financial Information / Statement of Changes in Shareholders' Equity 01/01/2013 to 06/30/2013

               

R$ (in thousands)

           

Code

Description

Paid-in
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Profit
Reserves

Accumulated
Profit / Loss

Other compreehensive income

Shareholders'
Equity

5.01

Opening Balance

6,710,035

228,459

1,556,231

-

-

8,494,725

5.03

Restated Opening Balance

6,710,035

228,459

1,556,231

-

-

8,494,725

5.04

Capital Transactions with Shareholders

48,896

(14,372)

-

(33,111)

-

1,413

5.04.01

Capital Increases

10,871

-

-

-

-

10,871

5.04.03

Granted Options

-

23,653

-

-

-

23,653

5.04.06

Dividends

-

-

-

(33,111)

-

(33,111)

5.04.08

Capitalization of reserve

38,025

(38,025)

-

-

0

-

5.05

Total Comprehensive Income

-

-

-

278,665

-

278,665

5.05.01

Net Income for the Period

-

-

-

278,665

-

278,665

5.06

Internal Changes of Shareholders’ Equity

-

-

(873)

-

-

(873)

5.06.04

Gain (Loss) in Equity Interest

-

-

(873)

-

-

(873)

5.07

Closing Balance

6,758,931

214,087

1,555,358

245,554

-

8,773,930

               

 

11

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

YTD Current
Period
01/01/2014 to
06/30/2014

YTD Current
Period
01/01/2013 to
06/30/2013

7.01

Revenues

11,804,852

11,191,154

7.01.01

Sales of Goods, Products and Services

11,778,062

11,138,238

7.01.02

Other Revenues

24,595

55,769

7.01.04

Allowance for/Reversal of Doubtful Accounts

2,195

(2,853)

7.02

Raw Materials Acquired from Third Parties

(9,184,980)

(8,859,906)

7.02.01

Costs of Products, Goods and Services Sold

(8,191,732)

(7,804,514)

7.02.02

Materials, Energy, Outsourced Services and Other

(993,248)

(1,055,392)

7.03

Gross Added Value

2,619,872

2,331,248

7.04

Retention

(231,588)

(217,837)

7.04.01

Depreciation and Amortization

(231,588)

(217,837)

7.05

Net Added Value Produced

2,388,284

2,113,411

7.06

Added Value Received in Transfer

370,469

242,279

7.06.01

Equity Pickup

266,557

131,800

7.06.02

Financial Revenue

103,912

110,479

7.07

Total Added Value to Distribute

2,758,753

2,355,690

7.08

Distribution of Added Value

2,758,753

2,355,690

7.08.01

Personnel

1,141,213

1,047,913

7.08.01.01

Direct Compensation

774,262

715,626

7.08.01.02

Benefits

240,577

245,793

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

71,706

62,300

7.08.01.04

Other

54,668

24,194

7.08.02

Taxes, Fees and Contributions

493,471

457,143

7.08.02.01

Federal

379,704

290,431

7.08.02.02

State

85,750

116,329

7.08.02.03

Municipal

28,017

50,383

7.08.03

Value Distributed to Providers of Capital

615,813

571,969

7.08.03.01

Interest

382,348

353,019

7.08.03.02

Rentals

233,465

218,950

7.08.04

Value Distributed to Shareholders

508,256

278,665

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

508,256

278,665

 

 

 

 

 

12

 


 

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ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

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Consolidated Quarterly Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

1

Total Assets

35,462,142

38,008,352

1.01

Current Assets

15,669,379

18,609,735

1.01.01

Cash and Cash Equivalents

5,355,930

8,367,176

1.01.02

Financial Investments

22,990

24,453

1.01.02.01

Financial Investments Measured Fair Value

22,990

24,453

1.01.02.01.02

Marketable Securities

22,990

24,453

1.01.03

Accounts Receivable

2,696,403

2,743,033

1.01.03.01

Trade Accounts Receivable

2,496,850

2,515,666

1.01.03.02

Other Accounts Receivable

199,553

227,367

1.01.04

Inventories

6,463,993

6,381,544

1.01.06

Recoverable Taxes

759,836

907,983

1.01.06.01

Current Recoverable Taxes

759,836

907,983

1.01.07

Prepaid Expenses

226,412

92,279

1.01.08

Other Current Assets

143,815

93,267

1.01.08.01

Noncurrent Assets Held for Sales

25,780

39,133

1.01.08.03

Other

118,035

54,134

1.02

Noncurrent Assets

19,792,763

19,398,617

1.02.01

Long-term Assets

4,548,575

4,334,832

1.02.01.03

Accounts Receivable

789,116

744,834

1.02.01.03.01

Trade Accounts Receivable

97,275

114,899

1.02.01.03.02

Other Accounts Receivable

691,841

629,935

1.02.01.04

Inventories

172,280

172,280

1.02.01.06

Deferred Taxes

870,413

950,757

1.02.01.06.01

Deferred Income and Social Contribution Taxes

870,413

950,757

1.02.01.07

Prepaid Expenses

46,575

49,914

1.02.01.08

Receivables from Related Parties

203,876

172,836

1.02.01.08.01

Receivables from Associated Parties

12,913

683

1.02.01.08.03

Receivables from Controlling Shareholders

641

3,404

1.02.01.08.04

Receivables from Other Related Parties

190,322

168,749

1.02.01.09

Other Noncurrent Assets

2,466,315

2,244,211

1.02.01.09.04

Recoverable Taxes

1,583,081

1,429,021

1.02.01.09.05

Restricted Deposits for Legal Proceeding

883,234

815,190

1.02.02

Investments

358,576

309,528

1.02.02.01

Investments in Associates

358,576

309,528

1.02.02.01.01

Investments in Associates

358,576

309,528

1.02.03

Property and Equipment, net

9,187,073

9,053,600

1.02.03.01

Property and Equipment in Use

8,945,763

8,747,479

1.02.03.02

Leased properties

85,334

97,161

1.02.03.03

In Progress

155,976

208,960

1.02.04

Intangible Assets

5,698,539

5,700,657

1.02.04.01

Intangible Assets

5,698,539

5,700,657

1.02.04.01.02

Intangible Assets

5,698,539

5,700,657

 

13

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

2

Total Liabilities

35,462,142

38,008,352

2.01

Current Liabilities

14,596,779

17,012,754

2.01.01

Payroll and Related Charges

850,138

796,188

2.01.01.01

Payroll Liabilities

138,331

166,087

2.01.01.02

Social Security Liabilities

711,807

630,101

2.01.02

Trade Accounts Payable

6,753,298

8,547,544

2.01.02.01

Local Trade Accounts Payable

6,695,822

8,406,225

2.01.02.02

Foreign Trade Accounts Payable

57,476

141,319

2.01.03

Taxes and Contributions Payable

769,163

968,462

2.01.03.01

Federal Tax Liabilities

638,736

737,422

2.01.03.01.01

Income and Social Contribution Tax Payable

118,437

166,535

2.01.03.01.02

Other (PIS, COFINS, IOF, INSS, Funrural)

371,822

426,589

2.01.03.01.03

Taxes Payable in Installments

148,477

144,298

2.01.03.02

State Tax Liabilities

121,521

226,644

2.01.03.03

Municipal Tax Liabilities

8,906

4,396

2.01.04

Loans and Financing

5,057,753

5,171,418

2.01.04.01

Loans and Financing

3,642,955

3,870,195

2.01.04.01.01

In Local Currency

3,642,075

3,665,660

2.01.04.01.02

In Foreign Currency

880

204,535

2.01.04.02

Debentures

1,380,066

1,244,893

2.01.04.03

Financing by Leasing

34,732

56,330

2.01.05

Other Liabilities

1,161,999

1,507,891

2.01.05.01

Related Parties

23,343

32,621

2.01.05.01.01

Debts with Associated Companies

2,261

9,012

2.01.05.01.03

Debts with Controlling Shareholders

740

-

2.01.05.01.04

Debts with Others Related Parties

20,342

23,609

2.01.05.02

Other

1,138,656

1,475,270

2.01.05.02.01

Dividends and Interest on Equity Payable

1,272

151,835

2.01.05.02.04

Utilities

17,184

22,314

2.01.05.02.05

Rent Payable

65,914

112,439

2.01.05.02.06

Advertisement Payable

71,269

89,050

2.01.05.02.07

Pass-through to Third Parties

177,042

226,008

2.01.05.02.08

Financing Related to Acquisition of Real Estate

46,383

36,161

2.01.05.02.09

Deferred revenue

141,321

114,749

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

71,512

69,014

2.01.05.02.12

Other Accounts Payable

546,759

653,700

2.01.06

Provisions

4,428

21,251

2.01.06.02

Other Provisions

4,428

21,251

2.01.06.02.02

Provisions for Restructuring

4,428

21,251

 

14

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
06.30.2014

Previous Year
12.31.2013

2.02

Noncurrent Liabilities

7,451,903

8,283,634

2.02.01

Loans and Financing

3,394,729

4,321,850

2.02.01.01

Loans and Financing

1,599,470

1,524,795

2.02.01.01.01

In Local Currency

1,297,448

1,524,795

2.02.01.01.02

In Foreign Currency

302,022

-

2.02.01.02

Debentures

1,599,731

2,598,544

2.02.01.03

Financing by Leasing

195,528

198,511

2.02.02

Other Liabilities

1,185,810

1,297,773

2.02.02.02

Other

1,185,810

1,297,773

2.02.02.02.03

Taxes Payable by Installments

974,460

1,072,849

2.02.02.02.04

Accounts Payable Related to Acquisition of Companies

118,071

107,790

2.02.02.02.05

Financing related to acquisition of real estate

8,000

12,000

2.02.02.02.06

Other Accounts Payable

85,279

105,134

2.02.03

Deferred taxes

1,041,905

1,060,852

2.02.03.01

Income and social taxes, deferred

1,041,905

1,060,852

2.02.04

Provision for Contingencies

1,346,384

1,147,522

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

1,346,384

1,147,522

2.02.04.01.01

Tax Provisions

702,522

674,898

2.02.04.01.02

Social Security and Labor Provisions

429,166

297,464

2.02.04.01.04

Civil Provisions

214,696

175,160

2.02.06

Deferred revenue

483,075

455,637

2.02.06.02

Deferred revenue

483,075

455,637

2.03

Shareholders’ Equity

13,413,460

12,711,964

2.03.01

Paid-in Capital Stock

6,786,171

6,764,300

2.03.02

Capital Reserves

257,277

233,149

2.03.02.04

Granted Options

249,879

225,751

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

2,479,463

2,485,741

2.03.04.01

Legal Reserve

353,433

353,433

2.03.04.05

Retention of Profits Reserve

1,035,275

1,709,083

2.03.04.10

Expansion Reserve

1,134,627

460,557

2.03.04.12

Transactions with non-controlling interest

(43,872)

(37,332)

2.03.05

Retained Earnings/ Accumulated Losses

472,464

-

2.03.09

Non-Controlling Interest

3,418,085

3,228,774

 

15

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Statement of Income

 
           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
04/01/2014 to
06/30/2014

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
04/01/2013 to
06/30/2013

Year To Date Previous
Period
01/01/2013 to
06/30/2013

3.01

Net Sales from Goods and/or Services

15,202,900

30,211,540

13,410,752

26,820,796

3.02

Cost of Goods Sold and/or Services Sold

(11,253,868)

(22,503,689)

(9,878,968)

(19,779,644)

3.03

Gross Profit

3,949,032

7,707,851

3,531,784

7,041,152

3.04

Operating Income/Expenses

(3,074,972)

(6,001,285)

(3,136,407)

(5,997,017)

3.04.01

Selling Costs

(2,522,496)

(4,906,106)

(2,235,325)

(4,493,599)

3.04.02

General and Administrative

(323,737)

(669,252)

(365,038)

(767,777)

3.04.04

Other Operating Income

464

627

(126)

10,787

3.04.04.02

Other Operating Income

464

627

(126)

10,787

3.04.05

Other Operating Expenses

(256,673)

(475,706)

(539,840)

(759,205)

3.04.05.01

Depreciation/Amortization

(191,295)

(382,581)

(195,125)

(390,035)

3.04.05.02

Income Related to Fixed Assets

(22,754)

(23,661)

(8,749)

(13,813)

3.04.05.03

Other Operating Expenses

(42,624)

(69,464)

(335,966)

(355,357)

3.04.06

Equity Pickup

27,470

49,152

3,922

12,777

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

874,060

1,706,566

395,377

1,044,136

3.06

Net Financial Expenses

(361,139)

(700,159)

(299,658)

(554,013)

3.06.01

Financial Revenue

154,066

332,951

128,048

270,674

3.06.02

Financial Expenses

(515,205)

(1,033,110)

(427,706)

(824,687)

3.07

Earnings Before Income and Social Contribution Taxes

512,921

1,006,407

95,719

490,123

3.08

Income and Social Contribution Taxes

(154,486)

(309,535)

(18,751)

(137,888)

3.08.01

Current

(125,212)

(246,140)

(54,106)

(142,692)

3.08.02

Deferred

(29,274)

(63,395)

35,355

4,804

3.09

Net Income from Continued Operations

358,435

696,872

76,968

352,235

3.11

Net Income for the Period

358,435

696,872

76,968

352,235

3.11.01

Attributed to Partners of Parent Company

264,298

508,256

42,089

278,665

3.11.02

Attributed to Noncontrolling Shareholders

94,137

188,616

34,879

73,570

3.99.01.01

Common

0.94029

1.80821

0.15029

0.99500

3.99.01.02

Preferred

1.03432

1.98903

0.16532

1.09450

3.99.02.01

Common

0.94029

1.80821

0.15029

0.99500

3.99.02.02

Preferred

1.03233

1.98521

0.16410

1.08644

           

 

16

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Comprehensive Income for the Period

           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
04/01/2014 to
06/30/2014

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
04/01/2013 to
06/30/2013

Year To Date Previous
Period
01/01/2013 to
06/30/2013

4.01

Net Income for the Period

358,435

696,872

76,968

352,235

4.03

Comprehensive Income for the Period

358,435

696,872

76,968

352,235

4.03.01

Attributed to Controlling Shareholders

264,298

508,256

42,089

278,665

4.03.02

Attributed to Non-Controlling Shareholders

94,137

188,616

34,879

73,570

           

 

 

 

 

17

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

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

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Previous
Period
01/01/2013 to
06/30/2013

6.01

Net Cash Flow Operating Activities

(721,016)

602,187

6.01.01

Cash Provided by the Operations

2,163,336

1,912,884

6.01.01.01

Net Income for the Period

696,872

352,235

6.01.01.02

Deferred Income and Social Contribution Taxes

63,395

(4,804)

6.01.01.03

Results from Disposal of Fixed Assets

23,661

13,813

6.01.01.04

Depreciation/Amortization

432,759

426,701

6.01.01.05

Net Finance Results

588,318

464,450

6.01.01.06

Adjustment to Present Value

35

1,724

6.01.01.07

Equity Pickup

(49,152)

(12,777)

6.01.01.08

Provision for Contingencies

180,963

287,614

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

2

2,773

6.01.01.10

Share-based Payment

24,128

23,653

6.01.01.11

Allowance for doubtful accounts

215,252

216,418

6.01.01.14

Provision for Obsolescence/breakage

(2,261)

(15,840)

6.01.01.15

Deferred revenue

(10,636)

(30,844)

6.01.01.16

Other operation expenses

-

187,768

6.01.02

Changes in Assets and Liabilities

(2,884,352)

(1,310,697)

6.01.02.01

Accounts Receivable

(179,816)

(77,194)

6.01.02.02

Inventories

(80,188)

(136,172)

6.01.02.03

Recoverable Taxes

(27,146)

(146,375)

6.01.02.05

Other Assets

(213,154)

(110,627)

6.01.02.06

Related Parties

(39,182)

(82,938)

6.01.02.07

Restricted Deposits for Legal Proceeding

(55,308)

(155,693)

6.01.02.08

Trade Accounts Payable

(1,794,246)

(370,827)

6.01.02.09

Payroll Charges

53,950

46,795

6.01.02.10

Taxes and Social Contributions Payable

(306,556)

(155,452)

6.01.02.11

Other Accounts Payable

(260,118)

(78,025)

6.01.02.12

Financial Investments

-

(22,977)

6.01.02.13

Contingencies

(47,234)

(21,212)

6.01.02.14

Deferred revenue

64,646

-

6.02

Net Cash Flow Investment Activities

(561,231)

(774,496)

6.02.01

Acquisition of Subsidiary

-

8,192

6.02.02

Capital Increase/Decrease on Subsidiaries

(152)

-

6.02.03

Acquisition of Property and Equipment

(503,384)

(768,278)

6.02.04

Increase Intangible Assets

(84,081)

(58,649)

6.02.05

Sales of Property and Equipment

26,386

44,239

6.03

Net Cash Flow Financing Activities

(1,728,999)

(1,876,691)

6.03.01

Capital Increase/Decrease

21,871

10,871

6.03.02

Loans Obtained

2,755,775

2,408,397

6.03.03

Payments

(3,633,441)

(3,782,204)

6.03.04

Interest Paid

(679,664)

(312,584)

6.03.05

Payment of Dividends

(186,356)

(201,171)

6.03.06

Acquisition of Subsidiary

(7,184)

-

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(3,011,246)

(2,049,000)

6.05.01

Cash and Cash Equivalents at the Beginning of Period

8,367,176

7,086,251

6.05.02

Cash and Cash Equivalents at the End of Period

5,355,930

5,037,251

 

18

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 06/30/2014

                   

R$ (in thousands)

               

Code

Description

Paid-in
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Profit
Reserves

Accumulated
Profit / Loss

Other compreehensive income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,764,300

233,149

2,485,741

-

-

9,483,190

3,228,774

12,711,964

5.03

Restated Opening Balance

6,764,300

233,149

2,485,741

-

-

9,483,190

3,228,774

12,711,964

5.04

Capital Transactions with Shareholders

21,871

24,128

-

(35,792)

-

10,207

-

10,207

5.04.01

Capital Increases

21,871

-

-

-

-

21,871

-

21,871

5.04.03

Granted Options

-

24,128

-

-

-

24,128

-

24,128

5.04.06

Dividends

-

-

-

(35,792)

-

(35,792)

-

(35,792)

5.05

Total Comprehensive Income

-

-

-

508,256

-

508,256

188,616

696,872

5.05.01

Net Income for the Period

-

-

-

508,256

-

508,256

188,616

696,872

5.06

Internal Changes of Shareholders’ Equity

-

-

(6,278)

-

-

(6,278)

695

(5,583)

5.06.04

Gain (Loss) in Equity Interest

-

-

262

-

-

262

482

744

5.06.05

Transactions With Non-controlling

-

-

(6,540)

-

-

(6,540)

213

(6,327)

5.07

Closing Balance

6,786,171

257,277

2,479,463

472,464

-

9,995,375

3,418,085

13,413,460

 

 

 

 

 

 

 

 

 

 

19

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Consolidated Quarterly Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 06/30/2014

                   

R$ (in thousands)

               

Code

Description

Paid-in
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Profit
Reserves

Accumulated
Profit / Loss

Other compreehensive income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,710,035

228,459

1,556,231

-

-

8,494,725

2,573,226

11,067,951

5.03

Restated Opening Balance

6,710,035

228,459

1,556,231

-

-

8,494,725

2,573,226

11,067,951

5.04

Capital Transactions with Shareholders

48,896

(14,372)

-

(33,111)

-

1,413

-

1,413

5.04.01

Capital Increases

10,871

-

-

-

-

10,871

-

10,871

5.04.03

Granted Options

-

23,653

-

-

-

23,653

-

23,653

5.04.06

Dividends

-

-

-

(33,111)

-

(33,111)

-

(33,111)

5.04.08

Capitalization of reserve

38,025

(38,025)

-

-

-

-

0

-

5.05

Total Comprehensive Income

-

-

-

278,665

-

278,665

73,570

352,235

5.05.01

Net Income for the Period

-

-

-

278,665

-

278,665

73,570

352,235

5.06

Internal Changes of Shareholders’ Equity

-

-

(873)

-

-

(873)

233

(640)

5.06.04

Gain (Loss) in Equity Interest

-

-

(873)

-

-

(873)

233

(640)

5.07

Closing Balance

6,758,931

214,087

1,555,358

245,554

-

8,773,930

2,647,029

11,420,959

 

 

 

 

20

 


 

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

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Consolidated Quarterly Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2014 to
06/30/2014

Year To Date Current
Period
01/01/2013 to
06/30/2013

7.01

Revenues

33,304,807

29,857,524

7.01.01

Sales of Goods, Products and Services

33,507,321

29,964,231

7.01.02

Other Revenues

12,776

109,711

7.01.04

Allowance for/Reversal of Doubtful Accounts

(215,290)

(216,418)

7.02

Raw Materials Acquired from Third Parties

(25,800,379)

(23,057,634)

7.02.01

Costs of Products, Goods and Services Sold

(23,024,904)

(20,190,341)

7.02.02

Materials, Energy, Outsourced Services and Other

(2,775,475)

(2,867,293)

7.03

Gross Added Value

7,504,428

6,799,890

7.04

Retention

(432,759)

(426,701)

7.04.01

Depreciation and Amortization

(432,759)

(426,701)

7.05

Net Added Value Produced

7,071,669

6,373,189

7.06

Added Value Received in Transfer

382,103

283,451

7.06.01

Equity Pickup

49,152

12,777

7.06.02

Financial Revenue

332,951

270,674

7.07

Total Added Value to Distribute

7,453,772

6,656,640

7.08

Distribution of Added Value

7,453,772

6,656,640

7.08.01

Personnel

3,057,584

2,785,890

7.08.01.01

Direct Compensation

2,201,611

2,021,319

7.08.01.02

Benefits

525,448

496,144

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

217,311

179,529

7.08.01.04

Other

113,214

88,898

7.08.01.04.01

Interest

113,214

88,898

7.08.02

Taxes, Fees and Contributions

1,907,538

2,033,429

7.08.02.01

Federal

1,207,872

1,225,086

7.08.02.02

State

605,559

698,832

7.08.02.03

Municipal

94,107

109,511

7.08.03

Value Distributed to Providers of Capital

1,791,778

1,485,086

7.08.03.01

Interest

1,033,111

824,687

7.08.03.02

Rentals

758,667

660,399

7.08.04

Value Distributed to Shareholders

696,872

352,235

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

508,256

278,665

7.08.04.04

Noncontrolling Interest in Retained Earnings

188,616

73,570

 

21

 


 

 

 

2Q14 Earnings Release

 

São Paulo, Brazil, July 23, 2014 – GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its results for the second quarter of 2014. The comments refer to the consolidated results of the Group or of its business units.



Consolidated 

Total net sales revenue increases 13.4%, or 9.5% on a same-store basis

Adjusted Net Income advances 26.3%, with net margin improving 30 basis points

 

 

 

Food Businesses (Multivarejo + Assaí)

Solid performance of Multivarejo and Assaí with net sales revenue growth of 14.5%, or 8.3% on a same-store basis
Adjusted net income advances 31.0%, with adjusted net margin expanding 40 basis points 

 

 

 
  • Gross margin impacted mainly by the higher contribution to sales by Assaí;
  • Total operating expenses as a ratio of net revenue decreased from 21.7% in 2Q13 to 18.2% in 2Q14;
  • Adjusted EBITDA increased 20.1% to R$615 million, with margin of 7.3%, compared to 7.0% in 2Q13.

 

 


Via Varejo and Nova Pontocom

Adjusted EBITDA growth of 22.3% with EBITDA margin expansion of 60 basis points

  • Net sales revenue growth of 12.0% to R$6.791 billion;
  • The increase in operating expenses lagged sales revenue growth in the period due to continued efficiency gains at Via Varejo;
  • Adjusted net income of R$183 million, up 20.9% from 2Q13.

 

    Consolidated Food Businesses Via Varejo + Nova Pontocom
(R$ million)(1) 2Q14 2Q13 Δ 1H14 1H13 Δ 2Q14 2Q13 Δ 2Q14 2Q13 Δ
 
Gross Revenue (2) 16,869 14,950 12.8% 33,506 29,964 11.8% 9,133 8,014 14.0% 7,736 6,936 11.5%
Net Revenue (2) 15,203 13,411 13.4% 30,212 26,821 12.6% 8,412 7,349 14.5% 6,791 6,062 12.0%
Gross Profit 3,949 3,532 11.8% 7,708 7,041 9.5% 2,073 1,840 12.7% 1,876 1,692 10.8%
Gross Margin 26.0% 26.3% -30 bps 25.5% 26.3% -80 bps 24.6% 25.0% -40 bps 27.6% 27.9% -30 bps
Total Operating Expenses (2) (2,884) (2,941) -2.0% (5,619) (5,607) 0.2% (1,528) (1,598) -4.4% (1,356) (1,344) 0.9%
% of Net Revenue 19.0% 21.9% -290 bps 18.6% 20.9% -230 bps 18.2% 21.7% -350 bps 20.0% 22.2% -220 bps
EBITDA (3) 1,090 609 79.1% 2,139 1,471 45.4% 558 253 121.0% 532 356 49.3%
EBITDA Margin 7.2% 4.5% 270 bps 7.1% 5.5% 160 bps 6.6% 3.4% 320 bps 7.8% 5.9% 190 bps
Adjusted EBITDA(4) 1,155 953 21.1% 2,232 1,829 22.0% 615 512 20.1% 540 441 22.3%
Adjusted EBITDA Margin 7.6% 7.1% 50 bps 7.4% 6.8% 60 bps 7.3% 7.0% 30 bps 7.9% 7.3% 60 bps
Net Financial Revenue (Expenses) (361) (300) 20.5% (700) (554) 26.4% (143) (129) 10.3% (219) (170) 28.3%
% of Net Revenue 2.4% 2.2% 20 bps 2.3% 2.1% 20 bps 1.7% 1.8% -10 bps 3.2% 2.8% 40 bps
Company's Net Profit 358 77 365.7% 697 352 97.8% 182 (18) - 176 95 84.7%
Net Margin 2.4% 0.6% 180 bps 2.3% 1.3% 100 bps 2.2% -0.3% 250 bps 2.6% 1.6% 100 bps
Adjusted Net Income (5) 407 323 26.3% 770 610 26.1% 224 171 31.0% 183 152 20.9%
Adjusted Net Margin 2.7% 2.4% 30 bps 2.5% 2.3% 20 bps 2.7% 2.3% 40 bps 2.7% 2.5% 20 bps
(1) Totals and percentage changes are rounded off and all margins were calculated as percentage of net revenue.
(2) In 2Q14 revenues from the leasing of commercial galleries, which were previously recorded in selling expenses, started to be recognized as revenues. Revenues from previous periods have been adjusted for comparability purpose.
(3) Earnings before interest, taxes, depreciation and amortization.
(4) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.
(5) Adjusted Net Income by excluding the Other Operating Revenue (Expenses), so it eliminates nonrecurring expenses, revenues and other nonrecurring items.

 

 

 

 

22

 


 

 

 

Sales Performance

 

    Gross Sales   Net Sales
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ 2Q14 2Q13 Δ 1H14 1H13 Δ
Consolidated (1) 16,869 14,950 12.8% 33,506 29,964 11.8% 15,203 13,411 13.4% 30,212 26,821 12.6%
Food Businesses (2) 9,133 8,014 14.0% 18,066 16,193 11.6% 8,412 7,349 14.5% 16,670 14,759 13.0%

Multivarejo (3)

7,034 6,456 9.0% 13,996 13,208 6.0% 6,465 5,915 9.3% 12,893 12,020 7.3%
Assaí 2,099 1,558 34.7% 4,070 2,985 36.4% 1,947 1,434 35.8% 3,778 2,738 38.0%
Nova Pontocom (4) 1,464 1,062 37.8% 2,930 2,014 45.5% 1,283 949 35.1% 2,591 1,806 43.4%
Via Varejo (5) 6,290 5,877 7.0% 12,534 11,765 6.5% 5,525 5,116 8.0% 10,974 10,263 6.9%

 

Gross 'Same-Store' Sales Net 'Same-Store' Sales
  2Q14 1H14     2Q14 1H14
Consolidated (1) 9.0% 7.7% Consolidated (1) 9.5% 8.5%
By category     By category    
Food(6) 9.1% 5.5% Food(6) 9.7% 6.9%
Non-Food(7) 9.0% 9.4% Non-Food(7) 9.3% 9.7%
By business     By business    
Multivarejo + Assaí 7.8% 5.2% Multivarejo + Assaí 8.3% 6.5%
Nova Pontocom (4) 37.8% 45.5% Nova Pontocom (4) 35.1% 43.4%
Via Varejo (5) 5.7% 4.7% Via Varejo (5) 6.8% 5.3%


 (1)  Excludes revenue from intercompany transactions; (2)  Multivarejo + Assaí, including revenue from the leasing of commercial centers as from 2Q14. Prior periods were reclassified for comparison purposes; (3) Extra and Pão de Açúcar banners, includes revenue from the leasing of commercial centers as from 2Q14. Prior periods were reclassified for comparison purposes; (4)  Includes revenue from the commissions of marketplace, not considering the volume of goods; (5) Includes revenue from intercompany transactions; (6) Includes the food categories of Multivarejo and Assaí and excludes the non-food categories of Multivarejo; (7)  Includes the non-food categories of Multivarejo, Nova Pontocom and Via Varejo.

 

 

Sales Performance - Consolidated

Net sales revenue amounted to R$15.2 billion, increasing 13.4% on the prior-year period, driven by the opening of 116 new stores in the last 12 months and by the 9.5% growth in same-store sales. The quarter's results also benefited from a positive calendar impact of 110 basis points.

A total of 25 stores were opened in the quarter, bringing the total number of new store openings in the first six months of the year to 46.

Performance by category:

ü Food: strong same-store sales growth of 9.7%; adjusted for the calendar effect, growth was still strong, at 7.8%. The best performing categories were grocery, beverages and seafood, all of which benefitted from the Easter holiday falling in the period this year.

ü Non-food: growth of 9.3%, led by technology products, especially TVs and smartphones.

 

 

 

 

23

 


 

 

Food Businesses (Multivarejo + Assaí)

ü Net sales revenue grew 14.5%, with 19 new stores opened in the period, of which 16 were neighborhood stores (including 15 Minimercados Extra and 1 Minuto Pão de Açúcar), 1 Pão de Açúcar, 1 Assaí and 1 drugstore. On a same-store basis, net sales revenue grew 8.3% and benefitted from the calendar effect. Adjusted for this effect, same-store sales grew 6.3% in the quarter.

ü At Multivarejo, the best-performing banners in the quarter were Pão de Açúcar and Minimercado Extra, which maintained the positive trend of prior periods. Private-label brands continued to register robust growth to account already for over 10% of the business unit's sales.

ü June marked the opening of the first Minuto Pão de Açúcar, a neighborhood store with approximately 300 m² and a unique assortment and services to meet the needs of higher income customers.

ü Assaí  posted yet another quarter of strong net sales growth (35.8%), driven by solid same-store growth and the significant contribution from new store openings. The format's strategy continues to focus on expanding into strategic regions, such as Brazil’s Northeast, which already has 12 stores (over 15% of total stores). In the last 12 months, 11 new stores were added, three of which were opened in the first six months of 2014. In the last six months of this year, Assaí plans to accelerate the number of store openings.

 

 

Nova Pontocom

ü  Business volume at Nova Pontocom, which includes direct sales and the volume of marketplace goods, grew approximately 41% in 2Q14 compared to 2Q13, driven by strong growth in site traffic, better conversion rates and the higher contribution to sales by the marketplace business, which in this quarter alone registered sales volume one and a half times higher than in the whole of last year.

 

 


Via Varejo  

ü Net sales revenue amounted to R$5.5 billion, with total-store sales growing 8.0% and same-store sales growing 6.8%.

ü In line with the trend observed in recent quarters, the top performing categories were smartphones and TVs. Six new stores were opened in the quarter, all under the Casas Bahia banner, bringing the total number of stores opened in the last 12 months to 45.

 

 

 

 

24

 


 

 

Operating Performance

 

    Consolidated
 
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ
Gross Revenue (1) 16,869 14,950 12.8% 33,506 29,964 11.8%
Net Revenue (1) 15,203 13,411 13.4% 30,212 26,821 12.6%
Gross Profit 3,949 3,532 11.8% 7,708 7,041 9.5%
Gross Margin 26.0% 26.3% -30 bps 25.5% 26.3% -80 bps
Selling Expenses (1) (2,522) (2,235) 12.8% (4,906) (4,494) 9.2%
General and Administrative Expenses (324) (365) -11.3% (669) (768) -12.8%
Equity Income 27 4 600.4% 49 13 284.7%
Other Operating Revenue (Expenses) (65) (345) -81.2% (92) (358) -74.2%
Total Operating Expenses (2,884) (2,941) -2.0% (5,619) (5,607) 0.2%
% of Net Revenue 19.0% 21.9% -290 bps 18.6% 20.9% -230 bps
Depreciation (Logistic) 24 18 -34.5% 50 37 -36.9%
EBITDA 1,090 609 79.1% 2,139 1,471 45.4%
EBITDA Margin 7.2% 4.5% 270 bps 7.1% 5.5% 160 bps
Adjusted EBITDA (2) 1,155 953 21.1% 2,232 1,829 22.0%
Adjusted EBITDA Margin 7.6% 7.1% 50 bps 7.4% 6.8% 60 bps
(1) In 2Q14 revenues from the leasing of commercial galleries, which were previously recorded in selling expenses, started to be recognized as revenues. Revenues from previous periods have been adjusted for comparability purpose.
(2) Adjusted EBITDA by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.

 

The higher share of Nova Pontocom and Assaí in the Company’s sales mix contributed to the 30 basis point contraction in consolidated gross margin.

 

Selling, general and administrative expenses as a ratio of net sales revenue continued the downward trend of recent quarters, decreasing from 19.4% in 2Q13 to 18.7% in 2Q14, which is explained by efficiency gains at Via Varejo, the continuation of the plan to adopt greater discipline in spending and the streamlining of processes at Multivarejo.

  

EBITDA amounted to R$1.090 billion, increasing 79.1% from 2Q13. Adjusted for the line Other Operating Income (Expenses), EBITDA amounted to R$1.155 billion, increasing 21.1% on the prior-year period to outpace revenue growth. Adjusted EBITDA margin was 7.6%, which is explained by the margin gains at Via Varejo and Multivarejo.

 

In the first six months of the year, which neutralizes the calendar effect, adjusted EBITDA grew by 22.0% to R$2.232 billion, with margin expanding from 6.8% in 1H13 to 7.4% in 1H14.

 

 

 

25

 


 

 

 

    Multivarejo
 
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ
Gross Revenue (1) 7,034 6,456 9.0% 13,996 13,208 6.0%
Net Revenue (1) 6,465 5,915 9.3% 12,893 12,020 7.3%
Gross Profit 1,803 1,639 10.0% 3,539 3,360 5.3%
Gross Margin 27.9% 27.7% 20 bps 27.5% 28.0% -50 bps
Selling Expenses (1) (1,142) (1,002) 14.0% (2,229) (2,042) 9.1%
General and Administrative Expenses (144) (186) -22.7% (303) (379) -20.1%
Equity Income 19 3 622.4% 35 10 252.9%
Other Operating Revenue (Expenses) (57) (261) -78.2% (92) (284) -67.7%
Total Operating Expenses (1,323) (1,446) -8.5% (2,589) (2,696) -3.9%
% of Net Revenue 20.5% 24.4% -390 bps 20.1% 22.4% -230 bps
Depreciation (Logistic) 12 11 -9.7% 23 21 -10.2%
EBITDA 492 204 141.5% 973 685 42.0%
EBITDA Margin 7.6% 3.4% 420 bps 7.5% 5.7% 180 bps
Adjusted EBITDA (2) 549 465 18.2% 1,065 969 9.9%
Adjusted EBITDA Margin 8.5% 7.9% 60 bps 8.3% 8.1% 20 bps
(1) In 2Q14 revenues from the leasing of commercial galleries, which were previously recorded in selling expenses, started to be recognized as revenues. Revenues from previous periods have been adjusted for comparability purpose.
(2) Adjusted EBITDA by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.

  

In 2Q14, Multivarejo maintained its efforts to increase price competitiveness with the aim of capturing market share. The gross margin expansion of 20 basis points mainly reflects the higher share of revenue from commercial centers, which were previously classified as selling expenses and, as of this quarter, are now classified as revenue. Moreover, note that since the strategy to increase sales competitiveness was begun in 2Q13, gross margin is now comparable between the periods.

 

Selling, general and administrative expenses amounted to R$1.286 billion, increasing 8.2% from 2Q13 and lagging sales revenue growth in the period, due to the continued adoption of greater discipline in corporate expenses and the efficiency gains captured at stores.

 

EBITDA amounted to R$492 million, with EBITDA margin of 7.6%. EBITDA adjusted by Other Operating Income (Expenses) amounted to R$549 billion, increasing 18.2% on the prior-year period to outpace sales revenue growth in the period. Adjusted EBITDA margin was 8.5%, expanding by 60 basis points from 2Q13. In the first six months of the year, which neutralizes the calendar effect, adjusted EBITDA amounted to R$1.065 billion, growing by 9.9% to outpace sales revenue growth in the period.

 

26

 


 

 

 

      Assaí      
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ
Gross Revenue 2,099 1,558 34.7% 4,070 2,985 36.4%
Net Revenue 1,947 1,434 35.8% 3,778 2,738 38.0%
Gross Profit 270 200 34.6% 513 375 36.6%
Gross Margin 13.9% 14.0% -10 bps 13.6% 13.7% -10 bps
Selling Expenses (184) (136) 35.9% (354) (259) 36.8%
General and Administrative Expenses (20) (17) 17.5% (40) (33) 21.9%
Other Operating Revenue (Expenses) 0 1 -93.4% (0) 1 -
Total Operating Expenses (204) (152) 34.8% (395) (291) 35.8%
% of Net Revenue 10.5% 10.6% -10 bps 10.4% 10.6% -20 bps
Depreciation (Logistic) 1 0 N/A 1 0 N/A
EBITDA 66 49 35.4% 119 85 40.4%
EBITDA Margin 3.4% 3.4% 0 bps 3.2% 3.1% 10 bps
Adjusted EBITDA (1) 66 48 38.6% 119 84 42.7%
Adjusted EBITDA Margin 3.4% 3.3% 10 bps 3.2% 3.1% 10 bps
(1) Adjusted EBITDA by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.

 

In line with recent quarters, Assaí posted net sales revenue growth of 35.8% to R$1.947 billion, driven by solid same-store sales growth and the significant contribution from the expansion in the store network In the last 12 months, 11 new stores were added, three of which were opened in the first six months of 2014. In the last six months of this year, Assaí plans to accelerate the number of store openings.

 

EBITDA amounted to R$66 million in the quarter, advancing 35.4% from 2Q13, which is in line with sales revenue growth in the period. Despite the investments in price competitiveness, the higher expenses to support the strong expansion plan and the stores still in the maturation phase, EBITDA margin was 3.4%, unchanged from the level in 2Q13.

 

In the first six months of 2014, EBITDA amounted to R$119 million, increasing 40.4% on the prior-year period to outpace gross sales revenue growth in the period. EBITDA margin expanded by 10 basis points to 3.2% due to operational efficiency gains. The decrease in operating expenses as a ratio of net sales revenue surpassed by 10 basis points the contraction in gross margin in the six-month period.

 

 

 

 

 

 

 

27

 


 

 

 

    Via Varejo + Nova Pontocom    
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ
Gross Revenue 7,736 6,936 11.5% 15,440 13,771 12.1%
Net Revenue 6,791 6,062 12.0% 13,541 12,062 12.3%
Gross Profit 1,876 1,692 10.8% 3,656 3,306 10.6%
Gross Margin 27.6% 27.9% -30 bps 27.0% 27.4% -40 bps
Selling Expenses (1,196) (1,098) 9.0% (2,323) (2,192) 5.9%
General and Administrative Expenses (160) (162) -1.4% (326) (355) -8.4%
Equity Income 8 1 552.3% 14 3 392.9%
Other Operating Revenue (Expenses) (8) (85) -90.6% (1) (76) -99.3%
Total Operating Expenses (1,356) (1,344) 0.9% (2,635) (2,621) 0.5%
% of Net Revenue 20.0% 22.2% -220 bps 19.5% 21.7% -220 bps
Depreciation (Logistic) 12 8 -60.7% 26 16 66.3%
EBITDA 532 356 49.3% 1,047 701 49.4%
EBITDA Margin 7.8% 5.9% 190 bps 7.7% 5.8% 190 bps
Adjusted EBITDA (1) 540 441 22.3% 1,048 776 34.9%
Adjusted EBITDA Margin 7.9% 7.3% 60 bps 7.7% 6.4% 130 bps
(1) Adjusted EBITDA by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.        

 

Net sales revenue in 2Q14 grew by 12.0% to R$6.8 billion. The strong growth in the quarter enabled Nova Pontocom to increase its share in the sales mix.

 

EBITDA amounted to R$532 million, increasing 49.3% from 2Q13. Adjusted EBITDA excluding other operating income and expenses amounted to R$540 million, increasing 22.3% from 2Q13, with EBITDA margin expanding from 7.3% to 7.9%. This result was achieved despite the lower gross margin in the period and was driven by the change in the sales mix and particularly by the continued efficiency gains, such as in logistics and processes at stores, and the streamlining of corporate, telephony and IT expenses. Selling, general and administrative expenses as a ratio of net revenue decreased by 80 basis points in 2Q14 (20.0%) compared to 2Q13 (20.8%).

 

In the first six months of the year, adjusted EBITDA amounted R$1.048 million, increasing 34.9% from the prior-year period. Adjusted EBITDA margin increased to 7.7%, an improvement of 130 basis points.

 

 

 

 

28

 


 

 

 

 

Indebtedness

  

  Consolidated
(R$ million) 06.30.2014 06.30.2013
 
Short Term Debt (2,434) (2,112)
Loans and Financing (1,054) (1,083)
Debentures (1,380) (1,029)
Long Term Debt (3,273) (4,545)
Loans and Financing (1,673) (1,649)
Debentures (1,600) (2,896)
Total Gross Debt (5,706) (6,657)
Cash 5,379 5,060
Net Cash (Debt) (327) (1,597)
EBITDA (1) 4,482 3,598
Net Debt / EBITDA(1) 0.07x 0.44x
Payment Book - Short Term (2,624) (2,463)
Payment Book - Long Term (122) (108)
Net Debt with payment book (3,074) (4,168)
Net Debt with Payment Book / EBITDA(1) 0.69x 1.16x
(1) EBITDA f or t he last 12 mont hs.    

 

Net debt declined by R$1.270 billion from the balance at the end of June 2013, mainly due to the following factors:

 

·         Higher cash flow from operating activities;

·         Improvement in working capital needs;

·         Inflow of the net proceeds from Via Varejo's public share offering.

 

As a result, the Net Debt/EBITDA ratio decreased from 0.44x to 0.07x.

 

Net debt including the payment book operation amounted to R$3.074 billion, a reduction of R$1.094 million from the balance at the end of June 2013. The Net Debt/EBITDA ratio including the payment book operation ended the quarter at 0.69x, down significantly from the ratio at the end of 2Q13.

 

 

 

 

29

 


 

 

Financial Result

 

      Consolidated    
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ
 
Financial Revenue 154 128 20.3% 333 271 23.0%
Financial Expenses (515) (428) 20.5% (1,033) (825) 25.3%
Net Financial Revenue (Expenses) (361) (300) 20.5% (700) (554) 26.4%
% of Net Revenue 2.4% 2.2% 20 bps 2.3% 2.1% 20 bps
Charges on Net Bank Debt (62) (57) 8.1% (107) (109) -1.9%
Cost of Discount of Receivables of Payment Book (84) (62) 34.2% (164) (123) 33.4%
Cost of Discount of Receivables of Credit Card (182) (140) 29.9% (364) (260) 40.4%
Restatement of Other Assets and Liabilities (34) (40) -15.7% (64) (62) 3.7%
Net Financial Revenue (Expenses) (361) (300) 20.5% (700) (554) 26.4%

 

The increase of 20.5% in the net financial expense of R$361 million in the quarter lagged the cumulative increase of 40.2% in interest rates (CDI) in the period. As a ratio of net revenue, the net financial expense increased from 2.2% in 2Q13 to 2.4% in 2Q14.

 

The main variations in net financial (income) expenses were:

 

·         R$5 million in net debt charges, which increased 8.1% driven by the higher interest rates (CDI) in the quarter, which was offset by the reduction in net debt from a year earlier.

 

·         Increase of R$22 million or 34.2% in the cost of sales of payment book receivables, which corresponded to 0.6% of net sales in 2Q14, compared to 0.5% in 2Q13, due to higher interest rates.

 

·         Increase of R$42 million or 29.9% in cost of sales of credit card receivables, mainly due to higher interest rates.

 

   Note that all the following variations lagged the increase in the CDI rate in the period.

 

 

Total sales of receivables (cards and payment books) in 2Q14 increased by approximately 2.7% to R$8.7 billion.

 

 

 

 

30

 


 

 

Net Income

 

  Consolidated
 
(R$ million) 2Q14 2Q13 Δ% 1H14 1H13 Δ%
 
EBITDA 1,090 609 79.1% 2,139 1,471 45.4%
Depreciation (Logistic) (24) (18) 34.5% (50) (37) 36.9%
Depreciation and Amortization (191) (195) -2.0% (383) (390) -1.9%
Net Financial Revenue (Expenses) (361) (300) 20.5% (700) (554) 26.4%
Income Before Income Tax 513 96 435.9% 1,006 490 105.3%
Income Tax (154) (19) 723.9% (310) (138) 124.5%
Company's net income 358 77 365.7% 697 352 97.8%
Net Margin 2.4% 0.6% 180 bps 2.3% 1.3% 100 bps
Net Income - Controlling Shareholders 264 42 527.9% 508 279 82.4%
Net Margin - Controllings Shareholders 1.7% 0.3% 140 bps 1.7% 1.0% 70 bps
Total Nonrecurring (65) (345) -81.2% (92) (358) -74.2%
Income Tax from Nonrecurring 16 99 -83.9% 20 100 -80.4%
Adjusted Net Income (1) 407 323 26.3% 770 610 26.1%
Adjusted Net Margin 2.7% 2.4% 30 bps 2.5% 2.3% 20 bps
(1) Adjusted Net Income by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.          

 

Net income amounted to R$358 million in 2Q14, with net margin of 2.4%. Net Income adjusted by Other Operating Income and Expenses amounted to R$407 million, an increase of 26.3% from the prior-year period, which reflects the operational improvements captured in the Company's business units.

  

 

 

 

 

31

 


 

 

Simplified Cash Flow Statement

 

 

    Consolidated  
 
(R$ million) 2Q14 2Q13 1H14 1H13
 
Cash Balance at beginning of period 5,350 6,002 8,367 7,086
Cash Flow from operating activities 1,091 887 (721) 602
EBITDA 1,090 609 2,139 1,471
Cost of Sale of Receivables (265) (202) (529) (383)
Working Capital 233 165 (2,054) (584)
Assets and Liabilities Variation 34 315 (277) 98
Cash flow from investment activities (296) (483) (561) (774)
Net Investment (296) (491) (561) (783)
Aquisition and Others (0) 8 (0) 8
Change on net cash after investments 795 404 (1,282) (172)
Cash Flow from financing activities (789) (1,369) (1,729) (1,877)
Dividends payments and others (186) (201) (186) (201)
Net Proceeds (603) (1,168) (1,543) (1,676)
Change on net cash 5 (965) (3,011) (2,049)
Cash Balance at end of period 5,356 5,037 5,356 5,037
 
Net debt (327) (1,597) (327) (1,597)

  

   

On June 30, 2014, the cash position stood at R$5.356 billion, or virtually stable in comparison with the start of the quarter.

The main variations are explained by the operational improvements at business units, the greater discipline adopted in investment activities and the lower level of borrowing in the period.

Another highlight was the improvement in the Company’s working capital needs, especially in the account inventories, which decreased from 54 days to 51 days (1).

 

 

(1)       In days of COGS.

32

 


 

 

Capital Expenditure

 

 

  Consolidated Food Businesses Via Varejo + Nova Pontocom
(R$ million) 2Q14 2Q13 Δ 1H14 1H13 Δ 2Q14 2Q13 Δ 2Q14 2Q13 Δ
 
New stores and land acquisition 114 201 -43.2% 222 401 -44.7% 87 184 -53.0% 27 17 62.5%
Store renovations and conversions 60 118 -48.9% 130 239 -45.4% 46 80 -42.8% 14 37 -62.0%
Infrastructure and Others 143 132 8.4% 242 202 19.6% 78 104 -25.6% 66 28 136.0%
Non-cash Effect                        
Financing and Leasing Assets (6) 68 - (6) (15) -58.2% (6) 68 - - - -
Total 311 519 -40.0% 587 827 -29.0% 204 437 -53.3% 107 82 30.8%

 

Consolidated capital expenditure amounted to R$311 million in 2Q14, of which 66% was invested in Food Businesses (Multivarejo + Assaí)  and 34% was invested in Via Varejo and Nova Pontocom.

 

In 2Q14, a total of 19 new stores were delivered (15 Minimercado Extra, 1 Minuto Pão de Açúcar, 1 Pão de Açúcar, 1 Assaí and 1 drugstore). In addition to the stores at Food Businesses (Multivarejo +Assaí), another 6 new stores were opened at Via Varejo in the period, all of which under the Casas Bahia banner.

 

The reduction in capital expenditure in 2014 compared to 2013 is in line with the strategy to optimize investments, which has resulted in a reduction in capital expenditure per square meter, among other initiatives. The Company expect to invest R$1.9 billion in line with the previous year, however with a larger number of stores opening due to these optimizations.  

 

Dividends

 

The meeting of the Board of Directors held on July 22, 2014 approved the distribution of interim dividends based on the net income recorded on the balance sheet of July 31, 2014, in the amount of R$35.8 million, which corresponds to R$0.14 per preferred share and R$0.127272 per common share. Shareholders of record on August 1, 2014 will be entitled to the payment. As of August 4, 2014, the shares will trade ex-dividends. The dividends will be paid on August 13, 2014.

 

 

CADE

 

In compliance with the Settlement (Termo de Compromisso de Desempenho - TCD) entered into with Brazil's antitrust agency CADE (Conselho Administrativo de Defesa Econômica) after the merger of Ponto Frio and Casas Bahia, Via Varejo closed 32 stores in 2Q14.

 

 

 

 

 

 

 

 

 

33

 


 

 

Appendix I - Definitions used in this document

 

Company’s Business Units: The Company’s business is divided into four units - food retail, cash and carry, electronics and home appliance retail (brick and mortar) and e-commerce – grouped as follows

 

Same-store sales: The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months. Acquisitions are not included in the same-store calculation base in their first 12 months of operation.

Growth and changes: The growth and changes presented in this document refer to variations in comparison with the same period of the previous year, except where stated otherwise.

EBITDA: As of 4Q12, the results of Equity Income and Other Operating Income (Expenses) were included together with Total Operating Expenses in the calculation of EBITDA. This means that the calculation of EBITDA complies with Instruction 527 issued by the Securities and Exchange Commission of Brazil (CVM) on October 4, 2012. As from 1Q13, the depreciation recognized in the cost of goods sold, which essentially consists of the depreciation of distribution centers, began to be specified in the calculation of EBITDA.

Adjusted EBITDA: Measure of profitability calculated by excluding Other Operating Income and Expenses from EBITDA. Management uses this measure because it believes it eliminates nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results. 

Adjusted net income: Measure of profitability calculated as net income excluding Other Operating Income and Expenses and discounting the effects from Income and Social Contribution Taxes. Management uses this measure because it believes it eliminates nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.

34

 


 

 

   

BALANCE SHEET
ASSETS
  Consolidated Food Businesses
(R$ million) 06.30.2014 03.31.2014 06.30.2013 06.30.2014 03.31.2014 06.30.2013
Current Assets 15,669 16,382 14,910 6,407 6,930 6,566
Cash and Marketable Securities 5,379 5,374 5,060 2,307 2,431 2,707
Accounts Receivable 2,497 2,410 2,501 158 222 326
Credit Cards 273 189 343 58 76 191
Payment book 2,259 2,245 2,127 - - -
Sales Vouchers and Others 174 167 230 79 111 119
Allowance for Doubtful Accounts (231) (227) (214) (1) (1) (0)
Resulting from Commercial Agreements 22 36 15 22 36 15
Inventories 6,464 7,166 5,896 3,468 3,785 2,992
Recoverable Taxes 760 760 958 174 149 317
Noncurrent Assets for Sale 26 41 51 8 24 25
Expenses in Advance and Other Accounts Receivables 544 630 443 292 320 199
Noncurrent Assets 19,793 19,576 18,492 15,373 15,266 15,333
Long-Term Assets 4,549 4,440 4,716 2,483 2,425 2,806
Accounts Receivables 97 103 99 - - -
Payment Book 106 112 99 - - -
Others - - 8 - - -
Allowance for Doubtful Accounts (9) (9) (8) - - -
Inventories 172 172 172 172 172 172
Recoverable Taxes 1,583 1,532 1,258 371 382 261
Financial Instruments - - 361 - - 361
Deferred Income Tax and Social Contribution 870 918 1,057 351 358 387
Amounts Receivable from Related Parties 204 167 199 395 306 314
Judicial Deposits 883 844 950 528 530 714
Expenses in Advance and Others 738 704 619 666 676 596
Investments 359 331 374 243 223 280
Property and Equipment 9,187 9,107 8,506 7,913 7,866 7,485
Intangible Assets 5,699 5,698 4,897 4,735 4,752 4,761
TOTAL ASSETS 35,462 35,958 33,402 21,780 22,196 21,899
 
LIABILITIES
    Consolidated     Food Businesses  
  06.30.2014 03.31.2014 06.30.2013 06.30.2014 03.31.2014 06.30.2013
Current Liabilities 14,597 14,295 13,310 6,499 5,856 6,573
Suppliers 6,753 7,005 5,857 2,936 3,019 2,716
Loans and Financing 1,054 901 1,083 997 838 1,005
Payment Book (CDCI) 2,624 2,667 2,463 - - -
Debentures 1,380 691 1,029 962 275 1,016
Payroll and Related Charges 850 781 776 412 388 397
Taxes and Social Contribution Payable 769 720 728 326 293 282
Dividends Proposed 1 152 1 1 151 1
Financing for Purchase of Fixed Assets 46 35 102 46 35 102
Rents 66 70 48 66 70 48
Acquisition of Companies 72 70 68 72 70 68
Debt with Related Parties 23 25 49 395 361 426
Advertisement 71 71 82 32 35 47
Provision for Restructuring 4 23 3 4 23 3
Advanced Revenue 141 131 85 35 35 9
Others 741 953 935 215 261 451
Long-Term Liabilities 7,452 8,584 8,672 5,842 7,058 7,096
Loans and Financing 1,673 2,000 1,649 1,517 1,840 1,637
Payment Book (CDCI) 122 126 108 - - -
Debentures 1,600 2,399 2,896 1,200 1,999 2,096
Financing for Purchase of Assets 8 8 - 8 8 -
Acquisition of Companies 118 113 163 118 113 163
Deferred Income Tax and Social Contribution 1,042 1,061 1,111 1,039 1,058 1,108
Tax Installments 974 1,054 1,109 936 1,015 1,068
Provision for Contingencies 1,346 1,201 1,078 831 798 869
Advanced Revenue 483 514 441 108 120 40
Others 85 107 116 85 107 115
Shareholders' Equity 13,413 13,079 11,421 9,439 9,283 8,230
Capital 6,786 6,780 6,759 5,059 5,125 5,077
Capital Reserves 257 251 214 257 251 214
Profit Reserves 2,952 2,725 1,801 2,952 2,725 1,801
Minority Interest 3,418 3,323 2,647 1,171 1,182 1,138
TOTAL LIABILITIES 35,462 35,958 33,402 21,780 22,196 21,899

35

 


 

 

 

INCOME STATEMENT
 
  Consolidated Food Businesses Multivarejo Assaí Via Varejo + Nova
Pontocom
R$ - Million 2Q14 2Q13 Δ 2Q14 2Q13  Δ 2Q14 2Q13  Δ 2Q14 2Q13  Δ 2Q14 2Q13  Δ
Gross Revenue (1) 16,869 14,950 12.8% 9,133 8,014 14.0% 7,034 6,456 9.0% 2,099 1,558 34.7% 7,736 6,936 11.5%
Net Revenue (1) 15,203 13,411 13.4% 8,412 7,349 14.5% 6,465 5,915 9.3% 1,947 1,434 35.8% 6,791 6,062 12.0%
Cost of Goods Sold (11,230) (9,861) 13.9% (6,326) (5,499) 15.0% (4,650) (4,265) 9.0% (1,676) (1,233) 35.9% (4,903) (4,362) 12.4%
Depreciation (Logistic) (24) (18) 34.5% (12) (11) 15.8% (12) (11) 9.7% (1) (0) N/A (12) (8) 60.7%
Gross Profit 3,949 3,532 11.8% 2,073 1,840 12.7% 1,803 1,639 10.0% 270 200 34.6% 1,876 1,692 10.8%
Selling Expenses (1) (2,522) (2,235) 12.8% (1,326) (1,138) 16.6% (1,142) (1,002) 14.0% (184) (136) 35.9% (1,196) (1,098) 9.0%
General and Administrative Expenses (324) (365) -11.3% (164) (203) -19.3% (144) (186) -22.7% (20) (17) 17.5% (160) (162) -1.4%
Equity Income 27 4 600.4% 19 3 622.4% 19 3 622.4% - - - 8 1 552.3%
Other Operating Revenue (Expenses) (65) (345) -81.2% (57) (260) -78.1% (57) (261) -78.2% 0 1 -93.4% (8) (85) -90.6%
Total Operating Expenses (2,884) (2,941) -2.0% (1,528) (1,598) -4.4% (1,323) (1,446) -8.5% (204) (152) 34.8% (1,356) (1,344) 0.9%
Depreciation and Amortization (191) (195) -2.0% (154) (161) -4.3% (135) (148) -8.6% (19) (13) 43.4% (37) (34) 9.3%
Earnings before interest and Taxes - EBIT 874 395 121.1% 392 81 385.2% 345 45 664.8% 46 36 30.6% 483 315 53.3%
Financial Revenue 154 128 20.3% 80 83 -3.0% 76 77 -1.0% 4 6 -29.8% 92 53 71.4%
Financial Expenses (515) (428) 20.5% (223) (212) 5.1% (206) (202) 1.7% (17) (10) 74.6% (310) (224) 38.6%
Net Financial Revenue (Expenses) (361) (300) 20.5% (143) (129) 10.3% (130) (125) 3.4% (13) (4) 223.6% (219) (170) 28.3%
Income Before Income Tax 513 96 435.9% 249 (49) - 216 (80) - 33 32 6.0% 264 144 83.0%
Income Tax (154) (19) 723.9% (67) 30 - (56) 41 - (11) (11) 3.8% (88) (49) 79.5%
Net Income - Company 358 77 365.7% 182 (18) - 160 (39) - 22 21 7.1% 176 95 84.7%
Minority Interest - Noncontrolling 94 35 169.9% (11) (13) -14.1% (11) (13) -14.1% - - - 105 48 120.8%
Net Income - Controlling Shareholders (2) 264 42 527.9% 193 (6) - 171 (26) - 22 21 7.1% 71 48 48.8%
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 1,090 609 79.1% 558 253 121.0% 492 204 141.5% 66 49 35.4% 532 356 49.3%
Adjusted EBITDA (3) 1,155 953 21.1% 615 512 20.1% 549 465 18.2% 66 48 38.6% 540 441 22.3%
 
 
 % of Net Revenue Consolidated   Food Businesses   Multivarejo   Assaí   Via Varejo + Nova
Pontocom
 
  2Q14 2Q13   2Q14 2Q13    2Q14 2Q13    2Q14 2Q13    2Q14 2Q13   
Gross Profit 26.0% 26.3%   24.6% 25.0%   27.9% 27.7%   13.9% 14.0%   27.6% 27.9%  
Selling Expenses (1) 16.6% 16.7%   15.8% 15.5%   17.7% 16.9%   9.5% 9.5%   17.6% 18.1%  
General and Administrative Expenses 2.1% 2.7%   1.9% 2.8%   2.2% 3.1%   1.0% 1.2%   2.4% 2.7%  
Equity Income 0.2% 0.0%   0.2% 0.0%   0.3% 0.0%   0.0% 0.0%   0.1% 0.0%  
Other Operating Revenue (Expenses) 0.4% 2.6%   0.7% 3.5%   0.9% 4.4%   0.0% 0.1%   0.1% 1.4%  
Total Operating Expenses 19.0% 21.9%   18.2% 21.7%   20.5% 24.4%   10.5% 10.6%   20.0% 22.2%  
Depreciation and Amortization 1.3% 1.5%   1.8% 2.2%   2.1% 2.5%   1.0% 0.9%   0.5% 0.6%  
EBIT 5.7% 2.9%   4.7% 1.1%   5.3% 0.8%   2.4% 2.5%   7.1% 5.2%  
Net Financial Revenue (Expenses) 2.4% 2.2%   1.7% 1.8%   2.0% 2.1%   0.7% 0.3%   3.2% 2.8%  
Income Before Income Tax 3.4% 0.7%   3.0% 0.7%   3.3% 1.4%   1.7% 2.2%   3.9% 2.4%  
Income Tax 1.0% 0.1%   0.8% 0.4%   0.9% 0.7%   0.6% 0.8%   1.3% 0.8%  
Net Income - Company 2.4% 0.6%   2.2% -0.3%   2.5% -0.7%   1.1% 1.4%   2.6% 1.6%  
Minority Interest - noncontrolling 0.6% 0.3%   0.1% 0.2%   0.2% 0.2%   0.0% 0.0%   1.5% 0.8%  
Net Income - Controlling Shareholders(2) 1.7% 0.3%   2.3% 0.1%   2.6% 0.4%   1.1% 1.4%   1.0% 0.8%  
EBITDA 7.2% 4.5%   6.6% 3.4%   7.6% 3.4%   3.4% 3.4%   7.8% 5.9%  
Adjusted EBITDA (3) 7.6% 7.1%   7.3% 7.0%   8.5% 7.9%   3.4% 3.3%   7.9% 7.3%  
(1) In 2Q14 revenues from the leasing of commercial galleries, which were previously recorded in selling expenses, started to be recognized as revenues. Revenues from previous periods have been adjusted for comparability purpose.
(2)Net Income after noncontrolling shareholders
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

36

 


 

 

 

INCOME STATEMENT
 
  Consolidated Food Businesses Multivarejo Assaí Via Varejo + Nova
Pontocom
R$ - Million 1H14 1H13  ? 1H14 1H13  ? 1H14 1H13 ? 1H14 1H13 ? 1H14 1H13 ?
Gross Revenue (1) 33,506 29,964 11.8% 18,066 16,193 11.6% 13,996 13,208 6.0% 4,070 2,985 36.4% 15,440 13,771 12.1%
Net Revenue (1) 30,212 26,821 12.6% 16,670 14,759 13.0% 12,893 12,020 7.3% 3,778 2,738 38.0% 13,541 12,062 12.3%
Cost of Goods Sold (22,454) (19,743) 13.7% (12,594) (11,002) 14.5% (9,330) (8,639) 8.0% (3,264) (2,363) 38.1% (9,859) (8,741) 12.8%
Depreciation (Logistic) (50) (37) 36.9% (24) (21) 14.7% (23) (21) 10.2% (1) (0) N/A (26) (16) 66.3%
Gross Profit 7,708 7,041 9.5% 4,052 3,736 8.5% 3,539 3,360 5.3% 513 375 36.6% 3,656 3,306 10.6%
Selling Expenses (1) (4,906) (4,494) 9.2% (2,583) (2,301) 12.3% (2,229) (2,042) 9.1% (354) (259) 36.8% (2,323) (2,192) 5.9%
General and Administrative Expenses (669) (768) -12.8% (344) (412) -16.7% (303) (379) -20.1% (40) (33) 21.9% (326) (355) -8.4%
Equity Income 49 13 284.7% 35 10 252.9% 35 10 252.9% - - - 14 3 392.9%
Other Operating Revenue (Expenses) (92) (358) -74.2% (92) (283) -67.5% (92) (284) -67.7% (0) 1 - (1) (76) -99.3%
Total Operating Expenses (5,619) (5,607) 0.2% (2,984) (2,986) -0.1% (2,589) (2,696) -3.9% (395) (291) 35.8% (2,635) (2,621) 0.5%
Depreciation and Amortization (383) (390) -1.9% (308) (321) -4.1% (271) (296) -8.4% (37) (25) 45.7% (74) (69) 8.3%
Earnings before interest and Taxes - EBIT 1,707 1,044 63.4% 760 428 77.6% 679 368 84.3% 81 59 36.5% 947 616 53.6%
Financial Revenue 333 271 23.0% 182 177 2.8% 173 166 4.7% 9 11 -24.3% 178 107 67.1%
Financial Expenses (1,033) (825) 25.3% (456) (415) 10.1% (422) (395) 7.0% (34) (20) 72.4% (604) (423) 42.7%
Net Financial Revenue (Expenses) (700) (554) 26.4% (274) (237) 15.6% (249) (229) 8.7% (25) (8) 203.9% (426) (317) 34.5%
Income Before Income Tax 1,006 490 105.3% 486 190 155.1% 430 139 208.5% 56 51 9.1% 521 300 73.7%
Income Tax (310) (138) 124.5% (131) (33) 300.8% (112) (15) 663.0% (19) (18) 5.6% (178) (105) 69.4%
Net Income - Company 697 352 97.8% 354 158 124.8% 317 125 154.8% 37 33 11.0% 343 195 76.1%
Minority Interest - Noncontrolling 189 74 156.4% (17) (24) -28.8% (17) (24) -28.8% - - - 206 97 111.1%
Net Income - Controlling Shareholders(2) 508 279 82.4% 371 181 104.6% 334 148 125.4% 37 33 11.0% 137 97 41.0%
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 2,139 1,471 45.4% 1,092 770 41.8% 973 685 42.0% 119 85 40.4% 1,047 701 49.4%
Adjusted EBITDA (3) 2,232 1,829 22.0% 1,184 1,053 12.5% 1,065 969 9.9% 119 84 42.7% 1,048 776 34.9%
 
 
 % Net Sales Revenue Consolidated   Food Businesses   Multivarejo   Assaí   Via Varejo + Nova
Pontocom
 
  1H14 1H13    1H14 1H13    1H14 1H13   1H14 1H13   1H14 1H13  
Gross Profit 25.5% 26.3%   24.3% 25.3%   27.5% 28.0%   13.6% 13.7%   27.0% 27.4%  
Selling Expenses (1) 16.2% 16.8%   15.5% 15.6%   17.3% 17.0%   9.4% 9.5%   17.2% 18.2%  
General and Administrative Expenses 2.2% 2.9%   2.1% 2.8%   2.4% 3.2%   1.1% 1.2%   2.4% 2.9%  
Equity Income 0.2% 0.0%   0.2% 0.1%   0.3% 0.1%   0.0% 0.0%   0.1% 0.0%  
Other Operating Revenue (Expenses) 0.3% 1.3%   0.6% 1.9%   0.7% 2.4%   0.0% 0.0%   0.0% 0.6%  
Total Operating Expenses 18.6% 20.9%   17.9% 20.2%   20.1% 22.4%   10.4% 10.6%   19.5% 21.7%  
Depreciation and Amortization 1.3% 1.5%   1.8% 2.2%   2.1% 2.5%   1.0% 0.9%   0.5% 0.6%  
EBIT 5.6% 3.9%   4.6% 2.9%   5.3% 3.1%   2.1% 2.2%   7.0% 5.1%  
Net Financial Revenue (Expenses) 2.3% 2.1%   1.6% 1.6%   1.9% 1.9%   0.7% 0.3%   3.1% 2.6%  
Income Before Income Tax 3.3% 1.8%   2.9% 1.3%   3.3% 1.2%   1.5% 1.9%   3.8% 2.5%  
Income Tax 1.0% 0.5%   0.8% 0.2%   0.9% 0.1%   0.5% 0.7%   1.3% 0.9%  
Net Income - Company 2.3% 1.3%   2.1% 1.1%   2.5% 1.0%   1.0% 1.2%   2.5% 1.6%  
Minority Interest - noncontrolling 0.6% 0.3%   0.1% 0.2%   0.1% 0.2%   0.0% 0.0%   1.5% 0.8%  
Net Income - Controlling Shareholders(2) 1.7% 1.0%   2.2% 1.2%   2.6% 1.2%   1.0% 1.2%   1.0% 0.8%  
EBITDA 7.1% 5.5%   6.6% 5.2%   7.5% 5.7%   3.2% 3.1%   7.7% 5.8%  
Adjusted EBITDA (3) 7.4% 6.8%   7.1% 7.1%   8.3% 8.1%   3.2% 3.1%   7.7% 6.4%  
(1) In 2Q14 revenues from the leasing of commercial galleries, which were previously recorded in selling expenses, started to be recognized as revenues. Revenues from previous periods have been adjusted for comparability purpose.
(2) Net Income after noncontrolling shareholders
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

37

 


 

 

 

STATEMENT OF CASH FLOW
(R$ million) Consolidated
  06.30.2014 06.30.2013
Net Income for the period 697 352
Adjustment for Reconciliation of Net Income    
Deferred Income Tax 63 (5)
Gain on disposal of fixed assets 24 14
Depreciation and Amortization 433 427
Interests and Exchange Variation 588 464
Adjustment to Present Value 0 2
Equity Income (49) (13)
Provision for Contingencies 181 288
Provision for low and losses of fixed assets 0 3
Share-Based Compensation 24 24
Allowance for Doubtful Accounts 215 216
Net profit/loss on shareholder interest (2) (16)
Net gains (losses) resulting from dilution of equity interest - -
Swap revenue 24 (31)
Deferred Revenue - 188
  2,198 1,913
Asset (Increase) Decreases    
Accounts Receivable (180) (77)
Inventories (80) (136)
Taxes recoverable (27) (146)
Related Parties (39) (83)
Other assets - (23)
Swap revenue 30 -
Judicial Deposits (55) (156)
  (352) (621)
Liability (Increase) Decrease    
Suppliers (1,794) (371)
Payroll and Charges 54 47
Taxes and Social Contribuitions Payable (307) (155)
Legal proceedings (47) (21)
Taxes and Contribuitions (473) (189)
  (2,567) (689)
Net cash generated from (used in) operating activities (721) 602
 
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES
  Consolidated
(R$ million) 06.30.2014 06.30.2013
 
Increase of Capital in Subsidiaries (0) -
Net Cash Acquisition    
Acquisition of Property and Equipment (503) (768)
Increase Intangible Assets (84) (59)
Sales of Property and Equipment 26 44
 
Net cash flow investment activities (561) (774)
 
Cash flow from financing activities    
Increase (Decrease) of Capital 22 11
Companies Acquisition (7) -
Funding and Refinancing 2,756 2,408
Payments (3,633) (3,782)
Interest Paid (680) (313)
Dividend Payments (186) (201)
 
Net Cash Generated from (used in) Financing Activities (1,729) (1,877)
 
Cash and cash equivalents at the beginning of the year 8,367 7,086
Cash and cash equivalents at the end of the year 5,356 5,037
Change in cash and cash equivalents (3,011) (2,049)

38

 


 

 

 

      BREAKDOWN OF GROSS SALES BY BUSINESS      
(R$ million) 2Q14 % 2Q13 % Δ 1H14 % 1H13 % Δ
 
Pão de Açucar (1) 1,681 10.0% 1,468 9.8% 14.5% 3,300 9.8% 2,977 9.9% 10.8%
Extra Hiper 3,515 20.8% 3,292 22.0% 6.8% 6,996 20.9% 6,803 22.7% 2.8%
Minimercado Extra 157 0.9% 108 0.7% 45.1% 307 0.9% 201 0.7% 53.2%
Minuto Pão de Açucar 0 0.0% - - - 0 0.0% - - -
Extra Supermercado 1,243 7.4% 1,169 7.8% 6.3% 2,504 7.5% 2,405 8.0% 4.1%
Assaí 2,099 12.4% 1,558 10.4% 34.7% 4,070 12.1% 2,985 10.0% 36.4%
Other Businesses (2) 437 2.6% 418 2.8% 4.5% 888 2.7% 822 2.7% 8.0%
Food Businesses 9,133 54.1% 8,014 53.6% 14.0% 18,066 53.9% 16,193 54.0% 11.6%
Pontofrio 1,428 8.5% 1,433 9.6% -0.3% 2,930 8.7% 2,916 9.7% 0.5%
Casas Bahia 4,844 28.7% 4,441 29.7% 9.1% 9,579 28.6% 8,841 29.5% 8.3%
Nova Pontocom 1,464 8.7% 1,062 7.1% 37.8% 2,930 8.7% 2,014 6.7% 45.5%
Via Varejo + Nova Pontocom 7,736 45.9% 6,936 46.4% 11.5% 15,440 46.1% 13,771 46.0% 12.1%
Consolidated 16,869 100.0% 14,950 100.0% 12.8% 33,506 100.0% 29,964 100.0% 11.8%
(1) Includes Delivery sales.
(2) Includes Gas Station, Drugstores sales and revenues from the leasing of commercial galleries.
 
 
      BREAKDOWN OF NET SALES BY BUSINESS      
(R$ million) 2Q14 % 2Q13 % Δ 1H14 % 1H13 % Δ
 
Pão de Açucar (1) 1,541 10.1% 1,341 10.0% 14.9% 3,030 10.0% 2,701 10.1% 12.2%
Extra Hiper 3,179 20.9% 2,973 22.2% 6.9% 6,344 21.0% 6,100 22.7% 4.0%
Minimercado Extra 148 1.0% 102 0.8% 44.9% 290 1.0% 188 0.7% 54.0%
Minuto Pão de Açucar 0 0.0% - - - 0 0.0% - - -
Extra Supermercado 1,167 7.7% 1,087 8.1% 7.3% 2,356 7.8% 2,221 8.3% 6.0%
Assaí 1,947 12.8% 1,434 10.7% 35.8% 3,778 12.5% 2,738 10.2% 38.0%
Other Businesses (2) 430 2.8% 412 3.1% 4.3% 874 2.9% 809 3.0% 7.9%
Food Businesses 8,412 55.3% 7,349 54.8% 14.5% 16,671 55.2% 14,758 55.0% 13.0%
Pontofrio 1,257 8.3% 1,246 9.3% 0.9% 2,567 8.5% 2,535 9.5% 1.3%
Casas Bahia 4,251 28.0% 3,866 28.8% 10.0% 8,383 27.7% 7,721 28.8% 8.6%
Nova Pontocom 1,283 8.4% 949 7.1% 35.1% 2,591 8.6% 1,806 6.7% 43.4%
Via Varejo + Nova Pontocom 6,791 44.7% 6,062 45.2% 12.0% 13,541 44.8% 12,062 45.0% 12.3%
Consolidated 15,203 100.0% 13,411 100.0% 13.4% 30,212 100.0% 26,821 100.0% 12.6%
(1) Includes Delivery sales.
(2) Includes Gas Station, Drugstores sales and revenues from the leasing of commercial galleries.

 

 

 

SALES BREAKDOWN (% of Net Sales)
 
  Consolidated Food Businesses
  2Q14 2Q13 1H14 1H13 2Q14 2Q13 1H14 1H13
 
Cash 40.8% 41.1% 41.8% 41.8% 52.0% 52.9% 52.7% 53.3%
Credit Card 49.2% 48.5% 48.4% 48.1% 39.2% 38.8% 38.6% 38.5%
Food Voucher 5.0% 4.4% 4.8% 4.4% 8.8% 8.2% 8.6% 8.1%
Credit 5.1% 6.0% 5.1% 5.7% 0.0% 0.1% 0.0% 0.1%
Post-Dated Checks 0.0% 0.0% 0.0% 0.0% 0.0% 0.1% 0.0% 0.1%
Payment Book 5.1% 5.9% 5.1% 5.7% - - - -

 

39

 


 

 

 

    STORE OPENINGS/CLOSINGS BY BANNER  
  03/31/2014 Opened Closed Converted 06/30/2014
 
Pão de Açúcar 166 1 (1) - 166
Extra Hiper 141 - (1) (3) 137
Extra Supermercado 213 - (1) 1 213
Minimercado Extra 168 15 (2) 2 183
Minuto Pão de Açucar - 1 - - 1
Assaí 77 1 - - 78
Other Business 242 1 (1) - 242
Gas Station 83 - - - 83
Drugstores 159 1 (1) - 159
Food Businesses 1,007 19 (6) - 1,020
Pontofrio 393 - (32) - 361
Casas Bahia 608 6 (3) - 611
Consolidated 2,008 25 (41) - 1,992
 
Sales Area ('000 m2 )          

Food Businesses

1,694       1,697

Consolidated

2,781       2,765
 
# of employees ('000) 157       154

 

 

 

 

 

40

 


 

 

2Q14 Results Conference Call and Webcast

Wednesday, July 24, 2014

11:00 a.m. (Brasília) | 10:00 a.m. (New York) | 3:00 p.m. (London)

Conference call in Portuguese (original language)

+55 (11) 2188-0155

Conference call in English (simultaneous translation)

+1 (646) 843-6054

Webcast: http://www.gpari.com.br

Replay

+55 (11) 2188-0155

Access code for Portuguese audio: GPA

Access code for English audio: GPA

http://www.gpari.com.br

 

 

Investor Relations Contacts

 

GPA

Tel: 55 (11) 3886-0421

Fax: 55 (11) 3884-2677

gpa.ri@gpabr.com

www.gpari.com.br

 

Via Varejo

Tel: 55 (11) 4225-8668

Fax: 55 (11) 4225-9596

ri@viavarejo.com.br

www.viavarejo.com.br/ri


The individual and parent company financial statements are presented in accordance with IFRS and the accounting practices adopted in Brazil and refer to the second quarter of 2014 (2Q14), except where stated otherwise, with comparisons in relation to the prior-year period.

Any and all non-accounting information or information based on non-accounting figures have not been reviewed by the independent auditors.

The calculation of "EBITDA" is based on earnings before interest, taxes, depreciation and amortization. The base used to calculate "same-store" gross sales revenue is determined by the sales made in stores open for at least 12 consecutive months and that did not remain closed for seven or more consecutive days in the period. Acquisitions in their first 12 months of operation are not included in the same-store calculation base.

 

GPA adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. The IPCA in the 12 months ended June 2014 was 6.52%.

 

About GPA: GPA is Brazil’s largest retailer, with a distribution network comprising approximately 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it maintains a head office in the city and operations in 19 Brazilian states and the Federal District of Brasília. With a strategy of focusing its decisions on the customer and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform with brick-and-mortar stores and e-commerce operations divided into five business units: Multivarejo, which operates the supermarket, hypermarket and neighborhood store formats, as well as fuel stations and drugstores, under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash and carry store segment; Via Varejo, with brick and mortar electronics and home appliance stores under the Casas Bahia and Pontofrio banners; Nova Pontocom, with e-commerce operations through the sites pontofrio.com, casasbahia.com.br, extra.com.br, barateiro.com, partiuviagens.com.br and eHub.com.br; and GPA Malls, which is responsible for managing the Group's real estate assets, expansion projects and new store openings.

 

Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, the growth potential of the Company and the market and macroeconomic estimates are mere forecasts and were based on the expectations of Management in relation to the Company’s future. These expectations are highly dependent on changes in the market, Brazil’s general economic performance, the industry and international markets, and are thus subject to change.

   

 

 

41

 


 

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

 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

1.       Corporate information

Companhia Brasileira de Distribuição ("Company", “CBD” or “GPA”), directly or by its subsidiaries (“Group”) operates in the food retailer, clothing, home appliances, electronics and other products segment through its chain of hypermarkets, supermarkets, specialized 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", in addition to the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Conviva” which is the neighborhood’s mall brand. Its headquarters are located at São Paulo, SP, Brazil.

Founded in 1948, the Company has 154 thousand employees, 1,992 stores in 19 Brazilian states and in the Federal District and a logistics infrastructure comprised of 56 distribution centers and commercial warehouses located in 15 states and Federal District at June 30, 2014. The Company’s shares are listed in the Level 1 Corporate Governance trading segment of the São Paulo Stock Exchange (“BM&FBovespa”), code “PCAR4” and its shares are also listed on the New York Stock Exchange (ADR level III), code “CBD”, The Company is also listed on the Luxembourg Stock Exchange, however, with no shares traded.

The Company is controlled by Wilkes Participações S.A. ("Wilkes") that is a controlled of Casino Guichard Perrachon (“Casino”).

Corporate information about Morzan Empreendimentos e Participações Ltda.(“Morzan”) arbitration, appraisal of the net assets of the Association between CBD and Casas Bahia Comercial Ltda. (“CB”), acquisition of interest in Nova Pontocom Comércio Eletrônico S.A (“Nova Pontocom”) and acquisition of Indústria de Móveis Bartira Ltda. (“Bartira”), did not have any modification and were presented in the annual financial statements of 2013, in note 1.

      a)   Performance Commitment Agreement

The Company, its subsidiary Via Varejo and Casa Bahia Comercial Ltda. (“CB”), jointly Promisees, and the Brazilian Antitust Agency ("CADE") entered into a Performance Commitment Statement ("PCS") to approve the Partnership Agreement signed between CBD and CB on December 4, 2009 and amended on July 1, 2010. As the main purpose of PCS, Via varejo had the major obligation of selling 74 stores located in 54 municipalities distributed in six states and the Federal District.

 

In compliance with PCS, 42 stores were sold, however the precedent conditions contained in the purchase agreements entered into with the buyers had not been yet complied with, which may have a substantial influence on the final sale price of the 42 stores. Any gain that may arise from this transaction will be recognized when the precedent conditions is fulfilled.

In April 2, 2014, CADE analyzed the fulfillment of one more PCS' step, determining the payment of a fee in amount of R$11,645 as penalty for the 32 stores that had not been sold, authorizing their closing. During the months of May and June, in compliance with CADE’s guidance, the Company closed the remaining 32 stores. The Company recorded all the lingering effects of non-realization of assets related to closed stores (note 29), and does not expect new effects.

The Company understands that had accomplished with the obligations stated in PCS and waits for a formal pronouncement from CADE.  

 

 

 

 

42

 


 

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

 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

1.        Corporate information - continued

b)  E-commerce business combination.

On June 4, 2014 the Boards of Directors of the Company and Via Varejo approved the project of combination of the e-Commerce businesses developed by the Companies through Nova Pontocom Comércio Eletrônico S.A. (“Nova”) with the e-commerce business developed by the controlling shareholder Casino, Guichard-Perrachon, S.A. (“Casino”) through Cdiscount S.A. and Cdiscount affiliates (“Cdiscount”)

Special Committes implemented by the Boards to evaluate the transactions, delivered a favorable recommendation with regards to the implementation of the e-Commerce Business Combination considering the following elements: (a) the commercial interests of the Companies in the eCommerce activities will be preserved; and (b) the potential for generation of value for the Companies and their  shareholders through the integration of the e-Commerce activities currently developed by Nova and Cdiscount into one of the largest global e-Commerce companies, organized under the laws of the Netherlands, as Cnova N.V. (“Cnova”).

 The Special Committees, following their review and analysis of the opinions issued by their respective financial advisors, recommended that the respective weights of Nova and Cdiscount be 53.5% (Company and Via Varejo) and 46.5% (Cdiscount). Thus, upon completion of the corporate reorganization necessary to implement the e-Commerce Business Combination, CBD and Via Varejo will indirectly hold 28.0% and 23.5% of the outstanding and voting capital stock of Cnova, respectively, and Casino (including its Colombian subsidiary Almacenes Exito S.A.) will hold 46.5% of the outstanding and voting capital stock of Cnova. The remainder of the capital of Cnova will be indirectly held by certain non-controlling shareholders of Nova.

Additional information about the transaction conditions, as preservation of the existing rights, additional conditions and management decisions were presented in material fact released to the market. 

2.       Basis of preparation

The consolidated quarterly financial information (“Interim Financial Information”) of the Company were prepared of according to technical pronouncement 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, approved by Brazilian Securities and Exchange Commission (“CVM”).

 

The individual quarterly financial information of the Parent Company was prepared of according to technical pronouncement CPC 21 (R1) approved by CVM and are presented in conjunction with consolidated quarterly financial information.

 

The quarterly financial information, individual and consolidated is also being presented in accordance with regulations issued by the CVM, applicable to the preparation of quarterly information.

 

In the individual quarterly financial statements, investments in subsidiaries were evaluated by the equity method, whereas under the International Financial Reporting Standards - IFRS would be by cost or fair value. However there is no difference between equity and consolidated profit or loss attributable to the Company’s shareholders’ and the Company’s equity and profit or loss in the Parent Company financial statement.

The quarterly financial information, individual and consolidated, were prepared considering historical cost as basis for the amounts recorded and adjusted to fair value of financial assets and liabilities (including derivative instruments) measured at fair value through profit and loss.

43

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

2.     Basis of preparation – Continued 

In cases when did not occur significant changes in the nature of the balances or Company´s accounting policies, the details disclosed in the annual financial statements as of December 31, 2013, were not fully disclosed in this quarterly financial information. Therefore, this quarterly financial information should be read in conjunction with the annual financial statements disclosed on February 14, 2014.

The quarterly financial information for the six-month period ended June 30, 2014 was approved by the Board of Directors at July 22, 2014.

The Company made certain reclassifications in the statements of income, cash flows and value added for the six-month period ended June 30, 2013, presented for comparative purposes, in order to adapt them to the presentation criteria adopted in the current quarter. The reclassifications performed were:  

 

Parent Company

 

Consolidated

Balances at 06.30.2013

Previous balance

GPA Malls galleries

Current balance

 

Previous balance

Freight

GPA Malls galleries

Current balance

Net Sales from Goods and/or Services

10,154,048

40,939

10,194,987

 

26,765,785

 

55,012

26,820,797

Cost of Goods Sold and/or Services Sold

(7,402,606)

 

(7,402,606)

 

(19,681,982)

(97,662)

 

(19,779,644)

Gross Profit

2,751,442

40,939

2,792,381

 

7,083,803

(97,662)

55,012

7,041,153

 

 

 

 

 

 

 

 

 

Selling Costs

(1,557,782)

(40,939)

(1,598,721)

 

(4,536,249)

97,662

(55,012)

(4,493,599)

 

a)     Reclassification of commercial galleries revenues, mainly related to rental of stores, which was recorded as a reduction of selling expenses, amounting R$ 55,012, due to increased this activity in the retail segment and considering the release of new ventures "Conviva", this revenue was reclassified to "sales from goods and / or services” to better representation the of this activity in the interim financial information and because of the increase in expectation of future operations, the Company's management understands it is best to proceed with the current classification for comparison and final classification of this revenue.

b)    Statement of income: reclassification of freight expenses of the subsidiary Nova Pontocom to cost of goods sold, in the amount of R$97,662(consolidated)

c)     Statement of cash flows: reclassification from “trade accounts receivable” in the amount of R$193,089 (consolidated), to the account “allowance for doubtful accounts”, without effect in cash flow from operating activities;

d)    Statement of Value Added: Reclassification related to item (a) above. In addition there was a reclassification of “other revenues(expenses)”  to Materials, Energy, Outsourced Services and Other, in the amounting of R$ 225,090, (Parent Company) and R$ 298,350 (Consolidated).

 

 

 

 

44

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

3.     Basis for consolidation

The Information regarding the basis for consolidation did not have any modification and was presented in the annual financial statements of 2013, in note 3.

a)   Interest in subsidiaries and associated companies.

 

Investment interest - %

 

06.30.2014

12.31.2013

Companies

Company

Indirect interest

Company

Indirect interest

 

 

 

 

Subsidiaries

 

 

 

 

Novasoc Comercial Ltda. (“Novasoc”)

10.00

-

10.00

-

Sé Supermercados Ltda. (“Sé”)

100.00

-

100.00

-

Sendas Distribuidora S.A. (“Sendas”)

100.00

-

100.00

-

PA Publicidade Ltda. (“PA Publicidade”)

100.00

-

100.00

-

Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”)

82.75

17.25

82.75

17.25

CBD Holland B.V.

100.00

-

100.00

-

CBD Panamá Trading Corp.

-

100.00

-

100.00

Xantocarpa Participações Ltda. (“Xantocarpa”)

-

100.00

-

100.00

Vedra Empreend. e Participações S.A.

99.99

0.01

99.99

0.01

Bellamar Empreend. e Participações Ltda.

100.00

-

100.00

-

Vancouver Empreend. e Participações Ltda.

100.00

-

100.00

-

Bruxellas Empreend. e Participações S.A.

-

71.45

99.99

0.01

Monte Tardeli Empreendimentos e Participações S.A.

99.91

0.09

99.91

0.09

GPA Malls & Properties Gestão de Ativos e Serviços Imobiliários Ltda. (“GPA M&P”)

100.00

-

100.00

-

GPA 2 Empreend. e Participações Ltda.

99.99

0.01

99.99

0.01

GPA 4 Empreend. e Participações S.A.

99.91

0.09

99.91

0.09

GPA 5 Empreend. e Participações S.A.

99.91

0.09

99.91

0.09

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

100.00

-

99.99

0.01

ECQD Participações Ltda.

100.00

 

100.00

-

API SPE Planej. e Desenv. de Empreend. Imobiliários 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 Ltda.

-

100.00

-

100.00

Auto Posto Duque Lapa Ltda.

-

100.00

-

100.00

Duque Conveniências Ltda.

-

100.00

-

100.00

Lake Niassa Empreend. e Participações Ltda.

-

43.35

-

43.35

Via Varejo S.A..(“Via Varejo”)

43.35

-

43.35

-

Indústria de Móveis Bartira Ltda. (“Bartira”)

-

43.35

 

43.35

Globex Administração e Serviços Ltda. (“GAS”)

-

43.35

-

43.35

 

 

 

45

 


 

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

 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

3.     Basis for consolidation Continued

a)   Interest in subsidiaries and associated companies– continued

 

06.30.2014

12.31.2013

Companies

Company

Indirect interest

Company

Indirect interest

 

 

 

 

Ponto Frio Adm. e Importação de
Bens Ltda.

-

43.35

-

43.34

Rio Expresso Com. Atacad. de Eletrodoméstico Ltda.

-

43.35

-

43.35

Globex Adm. Consórcio Ltda.

-

43.35

-

43.35

PontoCred Negócio de Varejo Ltda.

-

43.35

-

43.35

Nova Extra Eletro Comercial Ltda (Átino Comunicação Ltda)

-

-

0.10

43.31

Nova Pontocom Comércio Eletrônico S.A. (“Nova Pontocom”) (*)

47.52

23,92

47.43

23.99

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

-

71.45

-

71.42

Nova Experiência Pontocom S.A.

-

71.45

-

71.42

Sabara S.A

-

43.35

-

43.35

Casa Bahia Contact Center Ltda.

-

43.35

-

43.35

 

 

 

 

Associated companies

 

 

 

 

Financeira Itaú CBD S.A. - Crédito. Financiamento e Investimento (“FIC”)

-

41.93

-

41.93

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

-

21.67

-

21.67

FIC Promotora de Vendas Ltda.

-

41.93

-

41.93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Excluding Treasury shares.

 

 

 

 

 

All interests are calculated considering the percentages held by CBD or its subsidiaries, except in cases in which CBD and its subsidiaries hold 100% of shareholders’ equity, for which the consolidation, being integral, does not reflect these percentages.

b)   Associates - BINV and FIC

The Company’s investments FIC and BINV are accounted for under the equity method because they are entities over which the Company exercises significant influence, but not control, since (a) is a party of shareholders’ agreement, indicating a portion of the directors and having the right to veto certain relevant decisions, (b) the operation and financial decisions of BINV and FIC belongs to Banco Itaú Unibanco S.A (“Itaú Unibanco”).

 

 

46

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

3.     Basis for consolidation Continued

FIC’s summarized interim financial information is as follows:

 

Consolidated

 

06.30.2014

12.31.2013

 

 

Current assets

3,548,631

3,521,684

Noncurrent assets

14,759

32,209

Total assets

3,563,390

3,553,893

 

 

Current liabilities

2,746,363

2,826,367

Noncurrent liabilities

12,956

23,192

Shareholders

804,071

704,434

Total liabilities and equity

3,563,390

3,553,893

 

 

Income statement:

06.30.2014

06.30.2013

Revenues

499,231

420,442

Operating income

178,779

36,913

Profit for the year

99,739

19,506

 

For the purposes of calculating the investment, the investee’s equity should be deducted from the special goodwill reserve, which is the exclusive right of Itaú Unibanco.

4.     Significant accounting policies

The main accounting policies adopted by the Company in the preparation of individual and consolidated quarterly financial information, are consistent with those adopted and disclosed in Note 4 of the financial statements for the year ended December 31, 2013, disclosed on February 14, 2014 and therefore should be read together.

5.     New standards issued but not yet effective

       a) Tax legislation

 

Provisional Presidential Decree 627/13 – in November 2013, the Provisional Presidential Decree MP 627 was issued, changing the tax legislation and eliminating the Transitory Tax Regimen – RTT. In May 2014, the Law 12,973 was issued, resulted from the convertion of the MP 627 in law. The Company, together with its external advisors, analyzed the MP 627 and the Law 12,973, to assess the implications of its anticipated application and the possible impact on the parent company and consolidated interim financial information for the six-month period ended June 30, 2014. Until the date of approval of this interim financial information, the Company has not identified any significant effects to be recognized as consequence of enactment of the Law 12,973.

 

b) Accounting Standards

IFRS 15 - Revenue from contracts with customers – replaces the International Accounting Standards (IAS)18, International Accounting Standards Committee(IFRIC) 13 and Standard Interpretations Committee (SIC) 31 (CPC30 R1), IAS11 (CPC17 R1), IFRIC15 (ICPC 02) e IFRIC18 (ICPC 11). IFRS 15 specifies how and when an entity will recognize revenue from contracts or relationship with customers as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides, in a single document, principles for revenue recognition applicable to all contracts and/or relationship with customers. IFRS 15 was issued in May 2014 and applies to an annual reporting period beginning on or after January 1, 2017. The Company still assessing the full impact of the new pronouncement on its annual financial statements.

 

47

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

5.     New standards issued but not yet effective - Continued

It does not exists other standards and interpretations issued by IASB and CPC but not yet effective that could have, in management´s opinion, have significant impact in the income statement for the period or in the shareholders´ equity in Management’s opinion. Additionally, there are no significant impacts in the quarterly financial information in relation to the adoption of new standards, changes or interpretations of standards issued by IASB with mandatory application after January 1, 2014, as disclosed in the note 5 of the financial statements for the year ended December 31, 2013.

6.   Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

The preparation of the individual and consolidated quarterly financial information of the Company requires Management to make judgments, estimates and assumptions that impact the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the period; however, uncertainty about these assumptions and estimates could result in outcomes that require material adjustments to the carrying amount of the asset or liability impacted in future periods.

 

The significant assumptions and estimates for quartely financial information for the six-month period ended June 30, 2014 were the same as those adopted in the consolidated and individual financial statements for the year ended December 31, 2013, presented on February 14, 2014, and therefore, should be read together, except for the impairment test, which is tested annually only observing indicators during the year as described in notes 15 and 16.

 

7.   Cash and cash equivalents

The detailed information on cash and cash equivalentes was presented in the annual financial statements of 2013, in note 7.

 

 

Parent Company

 

Consolidated

 

Rate (*)

6.30.2014

12.31.2013

 

6.30.2014

12.31.2013

 

 

 

 

 

 

 

Cash on hand and bank accounts

48,163

115,112  

 

199,813

343,114

 

 

 

 

 

 

 

Financial investments:

 

 

 

 

 

 

Itaú BBA

100.53%

188

527,521

 

109,570

778,881

Itaú – Delta Fund

101.60%

727

5,115

 

194,507

181,384

Banco do Brasil

101.50%

360,508

206,246

 

1,667,643

1,425,957

Bradesco

101.47%

31,175

824,736

 

626,936

2,051,130

Santander

102.04%

276,670

322,548

 

740,623

995,568

CEF

101.50%

11,612

99,031

 

679,765

732,424

Votorantim

102.09%

54,154

101,436

 

139,358

439,082

Safra

102.07%

19,840

356,477

 

494,385

645,197

Credit Agricole

102.58%

51,363

127,731

 

254,108

362,996

BNP

101.70%

4

105,100

 

210,606

279,469

Other

-

13,357

60,167

 

38,616

131,974

 

 

867,761

2,851,220

 

5,355,930

8,367,176

(*) Weighted average rate of CDI

 

 

8.     Trade accounts receivable

48

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

The detailed information of trade accounts receivable was presented in the annual financial statements of 2013, in note 8.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

         

Credit card companies (a)

33,687

82,554

272,845

276,262

Sales vouchers

46,431

98,849

105,235

148,101

Consumer finance – CDCI

-

-

2,258,971

2,249,407

Credit sales with post-dated checks

1,401

2,076

1,882

3,018

Trade accounts receivable from wholesale customers

-

-

27,447

18,394

Private label credit card

7,815

13,545

7,809

13,539

Accounts receivable from related parties (Note 12 a)

69,571

105,047

-

-

Present value adjustment (b)

-

-

(7,299)

(7,264)

Loss in allowance for doubtful accounts (c)

(405)

(2,600)

(231,033)

(228,733)

Rebates

16,869

13,000

21,749

18,205

Other

-

-

39,244

24,737

Current

175,369

312,471

2,496,850

2,515,666

 

 

 

 

 

Consumer finance – CDCI

-

-

106,353

125,219

Loss in allowance for doubtful accounts (c)

-

-

(9,078)

(10,320)

Noncurrent

-

-

97,275

114,899

 

 

 

 

 
 

175,369

312,471

2,594,125

2,630,565

 

(a)    Credit card companies

During the six-month period ended at June  30, 2014 the Company and its subsidiaries sold credit card receivables to banks or credit card companies in the amount of R$15,074,413(R$13,742,179 at June 30, 2013) without recourse or obligation related.

 (b)   Present value adjustment

The credit sales with the same cash value were carried to their present value on the transactions dates. In the six-month period ended June 30, 2014 these rates averaged 0.90% per month (0.72% per month at December 31, 2013).

 (c)   Loss in allowance for doubtful accounts

The allowance for doubtful accounts is based on average historical losses complemented by estimates of probable future losses:

 

Parent Company

 

Consolidated

 

06.30.2014

12.31.2013

 

06.30.2014

12.31.2013

 

 

 

 

 

At the beginning of the period

(2,600)

(81)

 

(239,053)

(198,480)

Loss /reversal in the period

2,195

(2,729)

 

(215,252)

(475,857)

Allowance write-off

-

210

 

214,194

435,284

At the end of the period

(405)

(2,600)

 

(240,111)

(239,053)

 

 

 

 

 

Current

(405)

(2,600)

 

(231,033)

(228,733)

Noncurrent

-

-

 

(9,078)

(10,320)

 

 

 

49

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

8.     Trade accounts receivable - Continued 

 

Below is presented, the breakdown of consolidated trade accounts receivable by gross amount and maturity period:

 

 

 

Past-due receivables

 

Total

Falling due

<30 days

30-60 days

61-90 days

>90 days

 

 

 

 

 

 

06.30.2014

2,834,236

2,507,457

151,900

59,038

41,648

74,193

12.31.2013

2,869,618

2,565,483

162,755

56,635

36,265

48,480

 

9.     Other accounts receivable

        The detailed information of other accounts receivable was presented in the annual financial statements of 2013, in note 10.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Accounts receivable related to sale of fixed assets

13,942  

16,609

49,429

55,320

Rebates

-

-

16,489

20,556

Advances to suppliers

-

-

21,575

28,965

Other advances

11,049

12,521

11,179

12,651

Accounts receivable – Audax

7,784

7,491

13,364

13,028

Amounts to be reimbursed

26,275

25,871

130,811

108,635

Rental receivable

20,220

15,455

28,812

22,346

Accounts receivable - Paes Mendonça

-

-

531,899

514,615

Rede Duque

-

-

49,737

49,255

Other

1,008

1,281

38,099

31,931

 

80,278

79,228

891,394

857,302

 

 

 

 

Current

49,851

47,890

199,553

227,367

Noncurrent

30,427

31,338

691,841

629,935

 

 

 

 

 

 

        10.   Inventories

The detailed information of inventories was presented in the annual financial statements of 2013, in note 11.

 

Parent Company

 

Consolidated

 

06.30.2014

12.31.2013

 

06.30.2014

12.31.2013

           

Stores

1,375,418

1,425,069

 

3,705,068

3,597,410

Distribution centers

849,676

752,930

 

2,808,680

2,836,150

Inventories under construction

 

-

 

172,280

172,280

Loss with obsolescence and breakage (a)

(5,608)

(12,390)

 

(49,755)

(52,016)

 

2,219,486

2,165,609

 

6,636,273

6,553,824

 

 

   

 

 

Current

2,219,486

2,165,609

 

6,463,993

6,381,544

Noncurrent

-

-

 

172,280

172,280

           

 

 

50

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

10.   Inventories - Continued 

(a)      Loss with obsolescence and breakage

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

At the beginning of the period

(12,390)

(8,141)

(52,016)

(53,126)

Additions

(2,277)

(11,219)

(12,051)

(64,898)

Write-offs / reversal

9,059

6,970

14,312

66,008

At the end of the period

(5,608)

(12,390)

(49,755)

(52,016)

 

 

 

 

11.  Recoverable taxes

The detailed information of recoverable taxes was presented in the annual financial statements of 2013, in note 12.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

Current

 

 

   

State value-added tax on sales and services – ICMS recoverable (a)

89,506

98,360

618,638

769,086

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

12,849

4,142

41,289

20,242

Income tax on Financial investments

22,834

43,112

47,324

50,864

Income and Social Contribution taxes

3,441

2,420

44,385

31,031

Social Security Contribution - INSS

-

-

-

30,796

Other

-

-

8,200

5,964

Total current

128,630

148,034

759,836

907,983

         

Noncurrent

       

ICMS recoverable (a)

265,750

279,457

1,198,705

1,088,787

PIS/COFINS recoverable

-

-

265,639

254,228

Social Security Contribution- INSS

71,423

71,423

118,737

86,006

Total noncurrent

337,173

350,880

1,583,081

1,429,021

 

       

Total

465,803

498,914

2,342,917

2,337,004

 

(a)     The full ICMS realization will occur as follows:

In

Parent Company

Consolidated

 

 

Up to one year

89,506

618,638

2015

78,714

408,506

2016

69,520

331,200

2017

53,150

326,594

2018

31,308

99,350

2019

33,058

33,055

 

 

 

 

355,256

1,817,343

 

 

 

 

51

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

12.  Related parties

The detailed information of related parties was presented in the annual financial statements of 2013, in note 13.

 

a)     Sales, purchases of goods, services and other operations

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

Customers

 

 

 

 

Subsidiaries:

 

 

 

 

Novasoc Comercial

89

36,386

-

-

Sé Supermercados

37,549

13,166

-

-

Sendas Distribuidora

28,377

49,856

-

-

Barcelona

2,711

2,577

-

-

Via Varejo

2

2,197

-

-

Nova Pontocom

843

865

-

-

 

69,571

105,047

-

-

Suppliers

 

 

 

 

Controlling shareholder:

 

 

 

 

Casino

1,110

1,450

1,113

1,450

Subsidiaries:

 

 

 

 

Novasoc Comercial

150

20,234

-

-

Sé Supermercados

1,709

2,235

-

-

Sendas Distribuidora

22,484

44,417

-

-

Barcelona

2,238

2,957

-

-

Xantocarpa

329

1,356

-

-

Via Varejo

940

3,151

-

-

Nova Pontocom

531

928

-

-

GPA logística

14,187

-

-

-

Associated Companies:

-

 

FIC

7,016

10,904

13,114

12,897

Other related parties:

 

 

 

 

Grupo Diniz (*)

-

1,706

 

1,811

Globalbev Bebidas e Alimentos (*)

-

101

-

285

Globalfruit (*)

-

44

-

44

Bravo Café (*)

-

224

-

225

Fazenda da Toca Ltda. (*)

-

185

-

205

Indigo Distribuidora

-

120

-

406

 

50,694

90,012

14,227

17,323

 

(*) Balances were presented until the date of settlement considering that they are no longer considered as related parties as per note 1(a) in the consolidated financial statements presented in December 31, 2013

 

 

 

 

52

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

12.   Related parties – Continued               

a)   Sales, purchases of goods, services and other operations – Continued

 

Parent Company

Consolidated

 

06.30.2014

3.31.2013

06.30.2014

3.31.2013

Sales

 

 

 

 

Subsidiaries:

 

 

 

 

Novasoc Comercial

113,763

171,846

-

-

Sé Supermercados

105,047

25,828

-

-

Sendas Distribuidora

167,560

168,564

-

-

Via Varejo S.A.

-

234

-

-

Nova Pontocom

-

287

-

-

Nova Casa Bahia

-

176

-

-

Other

52

-

-

-

 

386,422

366,935

-

-

Purchases

 

 

 

 

Subsidiaries:

 

 

 

 

Novasoc Comercial

1,628

2,718

-

-

Sé Supermercados

1,398

142

-

-

Sendas Distribuidora

133,244

113,287

-

-

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

-

920

-

-

Other

4

-

-

-

Joint operation:

 

 

   

Indústria de Móveis Bartira Ltda.

-

-

-

260,443

Other related parties:

 

 

   

Globalbev Bebidas e Alimentos (*)

-

2,274

-

2,589

Globalfruit (*)

-

1,319

-

1,319

Bravo Café (*)

-

458

-

458

Sykué Geração de Energia (*)

-

3,468

-

7,400

Fazenda da Toca Ltda. (*)

-

1,650

-

2,107

Indigo Distribuidora

-

731

-

884

 

136,274

126,967

-

275,200

         

 (*) Balances were presented until the date of settlement, September 7, 2013,  considering that they are no longer considered as related parties as per note 1(a) in the consolidated financial statements presented in December 31, 2013

 

53

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

12.   Related parties – Continued

a)   Sales, purchases of goods, services and other operations – Continued

 

Parent Company

 

Consolidated

 

06.30.2014

12.31.2013

 

06.30.2014

12.31.2013

Assets

         

Controlling shareholder:

         

Casino

641

2,738

 

641

3,404

Subsidiaries:

 

 

 

 

 

Novasoc

59,135

80,890

 

-

-

Sendas Distribuidora

218,347

82,485

 

-

-

Xantocarpa

21,663

21,873

 

-

-

Nova Pontocom

355,456

259,553

 

-

-

GPA M&P

26,285

25,808

 

-

-

GPA logística & transportes

19,994

-

 

-

-

Vancouver

29,819

28,229

 

-

-

Posto Duque - Salim Maluf

1,243

980

 

-

-

Posto GPA - Santo André

669

503

 

-

-

Posto GPA - Império

1,788

1,416

 

-

-

Posto Duque - Lapa

775

651

 

-

-

Posto GPA - Ciara

1,002

816

 

-

-

Vedra

20

20

 

-

-

Bellamar

50

-

 

-

-

Barcelona

105,000

105,000

 

-

-

Other

393

349

 

-

-

Associated Companies:

         

FIC

-

-

 

12,913

683

Other related parties:

       

 

Casa Bahia Comercial Ltda.(*)

-

-

 

152,487

134,112

Management of Nova Pontocom

36,246

34,307

 

36,246

34,307

Rede Duque

-

-

 

158

158

Instituto Grupo Pão de Açúcar

41

3

 

36

-

Other

1,396

857

 

1,395

172

 

879,963

646,478

 

203,876

172,836

           

Liabilities

         

Controlling shareholder:

         

Wilkes participações

740

-

 

740

-

Subsidiaries:

         

Sé Supermercados

1,399,034

1,410,685

 

-

-

Barcelona

350,355

430,549

 

-

-

Via Varejo

363,423

338,371

 

-

-

PontoCred Negócios

722

1,491

 

-

-

Bellamar

16,866

16,867

 

-

.

P.A. Publicidade

23,727

19,863

 

-

-

Posto Duque – Loja Conveniência

9

9

 

-

-

Associated companies:

         

FIC

2,353

6,180

 

2,261

9,012

Other related parties:

         

Casa Bahia Comercial Ltda

-

-

 

20,342

23,609

 

2,157,229

2,224,015

 

23,343

32,621

 

(*) GPA received, aproximately R$ 100,000 from existing balances in 2013.

54

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

12.   Related parties – Continued

a)   Sales, purchases of goods, services and other operations – Continued

 

Parent Company

Consolidated

Revenues (Expenses)

06.30.2014

06.30.2013

06.30.2014

06.30.2013

Controlling shareholder:

       

Casino

(11,918)

(12,372)

(12,030)

(12,372)

Wilkes Participações

(1,461)

(958)

(1,461)

(958)

Subsidiaries:

 

 

 

 

Novasoc

2,982

4,546

-

-

Sé Supermercados

2,812

1,216

-

-

Sendas Distribuidora

21,140

25,827

-

-

Via Varejo

(32,635)

(15,926)

-

-

PontoCred Negócios

769

-

-

-

Nova Pontocom

16,977

10,448

-

-

Associates:

 

 

 

 

FIC

14,004

8,794

8,624

9,016

Dunnhumby

-

(195)

-

(195)

Other related parties:

 

 

 

 

Fundo Península

-

(74,755)

-

(78,432)

Grupo Diniz (*)

-

(9,761)

-

(10,388)

Sykué Consultoria em Energia Ltda. (*)

-

(127)

-

(241)

Casa Bahia Comercial Ltda.

-

-

(124,535)

(98,286)

Management of Nova Pontocom

1,939

1,303

1,939

1,303

Habile Segurança e Vigilância Ltda.

-

-

-

(4,673)

Pão de Açúcar S.A. Indústria e Comércio

-

(516)

-

(516)

Audax SP

-

(8,637)

-

(8,638)

Audax Rio

-

(1,618)

-

(5,491)

Instituto Grupo Pão de Açúcar

(2,981)

(3,381)

(2,966)

(3,378)

Viaw Consultoria Ltda (a)

(186)

-

(2,353)

-

 

11,442

(76,112)

(132,782)

(213,249)

 

 (*) Balances were presented until the date of settlement considering that they are no longer considered as related parties as per note 1(a) in the consolidated financial statements presented in December 31, 2013

a)   Consulting services

 

The company hired Viaw Consultoria Ltda. to render services in the managerial consulting area, as well as information technology area, in market conditions. The partners of Viaw are members of Management of the Company.

 

b)    Management, Fiscal Council and Audit Committee’s compensation

The expenses related to the compensation of senior management (officers appointed pursuant to the Bylaws, the Board of Directors and its advisory commitees) and Fiscal Council, recorded in the Company statement of income for the six-month period ended June 30, 2014 and 2013, were as follows:

 

In relation to total compensation at June 30, 2014

 

Base salary

Variable compensation

Stock option plan

Total

 

 

 

 

Board of directors (**)

2,278

-

-

2,278

Executive officers

29,213

10,216

2,447

41,876

Fiscal council

168

-

-

168

 

31,659

10,216

2,447

44,322

55

 


 

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

 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

12.   Related parties – Continued

 

       b)     Management, Fiscal Council and Audit Committee’s compensation - Continued

 

 

In relation to total compensation at June 30, 2013

 

Base salary

Variable compensation

Stock option plan

Total

 

 

 

 

Board of directors (*)

3,428

-

-

3,428

Executive officers

6,494

9,912

5,528

21,934

Fiscal council

252

-

-

252

 

10,174

9,912

5,528

25,614

(*)       Compensation according to the number of attendances at meetings.

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

 

 

 

 

56

 


 

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Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

13.   Investments  

The detailed information of investiments was presented in the annual financial statements of 2013, in note 14.

a)     Breakdown of investments

 

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Nova Pontocom

NCB (a)

 

Barcelona

 

Bellamar

GPA M&P

API SPE

 

Other

Total

Balances at 12.31.2013

2,784,948

1,550,658

126,546

1,560,398

25,840

474,751

740,852

232,744

154,320

16,185

107,008

7,774,250

Additions

-

-

-

-

-

-

-

-

-

-

241

241

Equity accounting

4,536

72,497

6,302

158,392

(19,140)

(14,388)

25,288

34,793

(88)

(18)

(1,617)

266,557

Dividends

-

-

-

-

-

-

(335)

-

-

-

-

(335)

Stock option

-

-

165

332

18

-

794

-

354

-

1

1,664

Other (b)

-

-

-

167

531

-

-

-

-

-

49

747

Balances at 06.30.2014

2,789,484

1,623,155

133,013

1,719,289

7,249

460,363

766,599

267,537

154,586

16,167

105,682

8,043,124

                         

 

 

 

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

 

(b)    Effects in this line are related by additional acquisition of 0.22% of the subsidiary Nova Pontocom’s noncontrolling interest acquired by amount R$2,831.

57

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

13.   Investments Continued 

a)     Breakdown of investments – Continued

 

Consolidated

 

FIC

BINV

Other

Total

Balances at 12.31.2013

289,805

19,260

463

309,528

Additions

-

-

152

152

Dividends receivable

-

(256)

-

(256)

Share of profit in associate

48,619

533

-

49,152

Balances at 06.30.2014

338,424

19,537

615

358,576

 

 

 

 

14.    Business combinations

The detailed information of business combinations was presented in the annual financial statements of 2013, in note 15.There were no business combination for the six-month period ended June 30, 2014.     

 

15.   Property and equipment

The detailed information of property and equipment was presented in the annual financial statements of 2013, in note 16.

a)    Parent Company

 

Balance at :

 

 

 

 

Balance at:

 

12.31.2013

Additions

Depreciation

Write-offs

Transfers

06.30.2014

 

 

 

 

 

 

Land

1,198,468

-

-

-

227

1,198,695

Buildings

1,928,702

1,405

(29,315)

(770)

-

1,900,022

Leasehold improvements

1,513,578

646

(54,008)

(4,243)

129,232

1,585,205

Machinery and equipment

765,647

69,233

(67,423)

(4,727)

276

763,006

Facilities

155,906

5,873

(8,009)

(331)

6,583

160,022

Furniture and fixtures

293,472

21,340

(20,201)

(930)

387

294,068

Vehicles

17,917

3,821

(2,332)

(2,404)

341

17,343

Construction in progress

131,060

80,086

-

(119)

(135,412)

75,615

Other

37,855

4,777

(5,998)

(223)

(1,245)

35,166

 

6,042,605

187,181

(187,286)

(13,747)

389

6,029,142

-

 

 

 

 

 

Financial lease

-

 

 

 

 

 

Hardware

12,617

-

(2,944)

-

-

9,673

Buildings

19,593

-

(535)

-

-

19,058

 

32,210

-

(3,479)

-

-

28,731

Total

6,074,815

187,181

(190,765)

(13,747)

389

6,057,873

 

 

 

 

 

 

 

58

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

        15.   Property and equipment - Continued 

 

Balance at 06.30.2014

Balance at 12.31.2013

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

Land

1,198,695

-

1,198,695

1,198,468

-

1,198,468

Buildings

2,771,089

(871,067)

1,900,022

2,770,650

(841,948)

1,928,702

Leasehold improvements

2,771,137

(1,185,932)

1,585,205

2,649,493

(1,135,915)

1,513,578

Machinery and equipment

1,750,409

(987,403)

763,006

1,701,269

(935,622)

765,647

Facilities

376,159

(216,137)

160,022

364,411

(208,505)

155,906

Furniture and fixtures

686,528

(392,460)

294,068

668,947

(375,475)

293,472

Vehicles

26,814

(9,471)

17,343

27,158

(9,241)

17,917

Construction in progress

75,615

-

75,615

131,060

-

131,060

Other

96,092

(60,926)

35,166

92,988

(55,133)

37,855

 

9,752,538

(3,723,396)

6,029,142

9,604,444

(3,561,839)

6,042,605

 

 

 

 

 

 

Financial lease

 

 

 

 

 

 

Hardware

31,687

(22,014)

9,673

31,687

(19,070)

12,617

Buildings

34,447

(15,389)

19,058

34,448

(14,855)

19,593

 

66,134

(37,403)

28,731

66,135

(33,925)

32,210

Total

9,818,672

(3,760,799)

6,057,873

9,670,579

(3,595,764)

6,074,815

 

b)     Consolidated

 

 

Balance at

 

 

 

 

Balance at

 

12.31.2013

Additions

Depreciation

Write-offs

Transfers

06.30.2014

 

 

 

 

 

 

Land

1,411,882

7,306

-

-

(659)

1,418,529

Buildings

2,016,452

14,160

(31,974)

(808)

63,216

2,061,046

Leasehold improvements

2,787,342

98,574

(96,013)

(4,234)

118,388

2,904,057

Machinery and equipment

1,444,434

121,994

(132,047)

(7,172)

43,203

1,470,412

Facilities

325,871

32,594

(17,546)

(350)

8,134

348,703

Furniture and fixtures

527,510

44,240

(35,004)

(1,176)

(2,183)

533,387

Vehicles

166,581

6,463

(8,941)

(19,239)

(95)

144,769

Construction in progress

208,960

179,286

-

(859)

(231,411)

155,976

Other

67,407

9,691

(11,398)

(225)

(615)

64,860

 

8,956,439

514,308

(332,923)

(34,063)

(2,022)

9,101,739

 

 

 

 

 

 

 

Financial lease

 

 

 

 

 

 

Equipment

19,618

-

(1,621)

(1)

(1)

17,995

Hardware

43,643

475

(9,097)

(2)

(2)

35,017

Facilities

934

-

(55)

-

-

879

Furniture and fixtures

7,720

-

(580)

(3)

(7)

7,130

Vehicles

1,103

-

(16)

(199)

9

897

Buildings

24,143

-

(727)

-

-

23,416

97,161

475

(12,096)

(205)

(1)

85,334

Total

9,053,600

514,783

(345,019)

(34,268)

(2,023)

9,187,073

 

 

 

 

 

 

 

The column “transfers” is mainly impacted by transfers to intangible assets.

 

 

 

59

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

15.   Property and equipment Continued 

 

b)    Consolidated – Continued

 

 

Balance at 06.30.2014

Balance at 12.31.2013

 

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

 

 

 

 

 

 

Land

1,418,529

-

1,418,529

1,411,882

-

1,411,882

Buildings

2,997,515

(936,469)

2,061,046

2,921,600

(905,148)

2,016,452

Leasehold improvements

4,564,992

(1,660,935)

2,904,057

4,396,106

(1,608,764)

2,787,342

Machinery and equipment

2,938,988

(1,468,576)

1,470,412

2,809,446

(1,365,012)

1,444,434

Facilities

664,205

(315,502)

348,703

630,753

(304,882)

325,871

Furniture and fixtures

1,061,214

(527,827)

533,387

1,033,295

(505,785)

527,510

Vehicles

206,389

(61,620)

144,769

231,440

(64,859)

166,581

Construction in progress

155,976

-

155,976

208,960

-

208,960

Other

166,092

(101,232)

64,860

158,512

(91,105)

67,407

 

14,173,900

(5,072,161)

9,101,739

13,801,994

(4,845,555)

8,956,439

 

 

 

 

 

 

Financial lease

 

 

 

 

 

 

Equipment

36,470

(18,475)

17,995

36,473

(16,855)

19,618

Hardware

182,892

(147,875)

35,017

182,516

(138,873)

43,643

Facilities

1,859

(980)

879

1,858

(924)

934

Furniture and fixtures

15,130

(8,000)

7,130

15,147

(7,427)

7,720

Vehicles

1,462

(565)

897

1,746

(643)

1,103

Buildings

43,402

(19,986)

23,416

43,403

(19,260)

24,143

 

281,215

(195,881)

85,334

281,143

(183,982)

97,161

 

 

 

 

 

 

 

Total

14,455,115

(5,268,042)

9,187,073

14,083,137

(5,029,537)

9,053,600

 

c)     Capitalized borrowing costs

The consolidated amount of the capitalized borrowing costs for the six-month ended of June 30, 2014 was R$5,177 (R$9,612 for the six-months period ended June 30, 2013). The rate used to determine the borrowing costs eligible for capitalization was 105.08% of CDI(107.63% for the six-month period ended June 30, 2013) , corresponding to the effective interest rate of the Company’s borrowings.

 

60

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

15.   Property and equipment Continued 

d)    Additions to the property and equipment

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

Additions

187,181

325,266

514,783

792,790

Financial lease

-

 

-

(792)

Capitalized interest

(3,985)

(6,972)

(5,177)

(9,612)

Real estate financing - Additions (i)

(6,222)

1,392

(6,222)

(14,108)

Total

176,974

319,686

503,384

768,278

 

 

 

 

(i)             The additions to property and equipment below are presented to demonstrate the amount paid during the period, in order to demonstrate the acquisitions shown as in the statement of cash flows.

e)     Other information

At June 30, 2014, the Company and its subsidiaries recorded in the cost of goods sold and services rendered the amount of R$20,035(R$18,094 at June 30, 2013) in parent company and R$50,177 (R$36,666 at June 30, 2013) in consolidated referring to the depreciation of its fleet of trucks, equipment, buildings and facilities related to the distribution centers.

The Company has not identified evidence of loss in the amount of the items of its property and equipment which require a new measurement of recoverable amout of assets at June 30, 2014.

 

61

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

16.    Intangible assets

The detailed information of intangible assets was presented in the annual financial statements of 2013, in note 17.

a)    Parent company

 

 

Balance at:

 

 

 

Balance at:

 

12.31.2013

Additions

Amortization

Write-offs

06.30.2014

 

 

 

 

 

 

 

 

 

 

 

Goodwill – home appliances

179,064

-

-

-

179,064

Goodwill – retail

355,412

-

-

-

355,412

Commercial rights – retail

41,512

-

-

-

41,512

Software and implementation

551,167

31,548

(40,823)

(75)

541,817

 

1,127,155

31,548

(40,823)

(75)

1,117,805

 

 

 

 

 

 

 

Balance at 06.30.2014

Balance at 12.31.2013

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

 

 

 

 

 

 

Goodwill – home appliances

179,064

-

179,064

179,064

-

179,064

Goodwill – retail

1,073,990

(718,578)

355,412

1,073,990

(718,578)

355,412

Commercial rights – retail

41,512

-

41,512

41,512

-

41,512

Software and implementation

863,539

(321,722)

541,817

832,123

(280,956)

551,167

 

2,158,105

(1,040,300)

1,117,805

2,126,689

(999,534)

1,127,155

 

 

 

 

 

 

b)    Consolidated  

 

Balance at:

 

 

 

 

Balance at:

 

12.31.2013

Additions

Amortization

Write-offs

Transfers

06.30.2014

 

 

 

 

 

 

Goodwill – cash and carry

361,567

-

-

-

-

361,567

Goodwill – home appliances

895,582

-

-

-

-

895,582

Goodwill – retail

746,965

-

-

-

-

746,965

Brand– cash and carry

38,639

-

-

-

-

38,639

Brand– home appliances

2,061,077

-

-

-

-

2,061,077

Commercial rights – home appliances

577,141

-

(3,461)

-

(17)

573,663

Commercial rights – retail

43,002

-

-

-

1,490

44,492

Commercial rights - cash and carry

28,842

-

-

-

-

28,842

Customer relationship – home appliances

5,998

-

(3,141)

-

-

2,857

Lease agreement –stores under advantageous condition

137,930

-

(20,649)

-

-

117,281

Software

727,163

84,081

(55,072)

(74)

142

756,240

Software CL

76,751

-

(5,417)

-

-

71,334

Total intangible assets

5,700,657

84,081

(87,740)

(74)

1,615

5,698,539

 

 

 

 

 

 

 

 

 

 

 

62

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

16.  Intangible assets – Continued

 

 

Balance at 06.30.2014

Balance at 12.31.2013

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

 

 

 

 

 

 

Goodwill – cash and carry

371,008

(9,441)

361,567

371,008

(9,441)

361,567

Goodwill – home appliances

895,582

-

895,582

895,582

-

895,582

Goodwill – retail

1,848,403

(1,101,438)

746,965

1,848,403

(1,101,438)

746,965

Brand– cash and carry

38,639

-

38,639

38,639

-

38,639

Brand – home appliances

2,061,077

-

2,061,077

2,061,077

-

2,061,077

Commercial rights – home appliances

635,569

(61,906)

573,663

635,557

(58,416)

577,141

Commercial rights – retail

44,492

-

44,492

43,002

-

43,002

Commercial rights - cash and carry

28,842

-

28,842

28,842

-

28,842

Customer relationship– home appliances

34,268

(31,411)

2,857

34,268

(28,270)

5,998

Lease agreement –stores under advantageous condition

292,040

(174,759)

117,281

292,040

(154,110)

137,930

Software

1,177,351

(421,111)

756,240

1,093,451

(366,288)

727,163

Software CL

81,266

(9,932)

71,334

81,265

(4,514)

76,751

Total intangible assets

7,508,537

(1,809,998)

5,698,539

7,423,134

(1,722,477)

5,700,657

 

 

 

 

 

 

c)     Impairment test of goodwill and intangible assets

 

Goodwill and intangible assets were tested for impairment as of December 31, 2013 according to the method described in note 4 - Significant accounting policies, in the financial statements of December 31, 2013, released on February 14, 2014.

 

As a result of the impairment test conducted in 2013 and because there is no evidence of nonrecovery in June 30, 2014, the Company did not perform new measurement of recoverable amount of these assets. For the year ending December 31, 2014, Company’s Management will perform new impairment tests for all goodwill and intangible assets recognized until this date.

 

d)    Additions to intangible assets

 

There were no non-cash transactions in the group of intangible assets to the parent company and consolidated for the six-month periods ended June 30, 2014 and 2013.

 

17.   Trade accounts payable

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

 

 

Trade suppliers

2,168,186

2,878,804

7,069,740

8,833,380

 

Service suppliers

81,815

189,216

265,736

489,671

 

Rebates (a)

(332,979)

(436,316)

(582,178)

(775,507)

 

 

1,917,022

2,631,704

6,753,298

8,547,544

 

 

 

 

 

 

             

 

(a)    Rebates 

Includes rebates obtained from trade suppliers registered as a reduction of the amounts payable to them, as established in the agreements between both parts.

 

63

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

18.   Loans and financing

 

The detailed information of loans and financing was presented in the annual financial statements of 2013, in note 19.

a)    Debt breakdown

 

Parent Company

Consolidated

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Current

 

 

 

 

Debentures (j

 

 

 

 

Debentures

965,590

1,033,189

1,383,806

1,250,205

Borrowing cost

(3,301)

(4,714)

(3,740)

(5,312)

 

962,289

1,028,475

1,380,066

1,244,893

 

 

 

 

Loans and financing

 

 

 

 

Local currency

 

 

 

 

BNDES (f)

90,428

90,587

101,506

110,911

IBM

-

-

-

23,817

Working capital (d)

641,269

679,517

932,989

822,070

Direct consumer credit - CDCI (d) (e)

-

-

2,624,134

2,726,425

Financial lease (Note 24)

17,131

28,124

34,732

56,330

Swap contracts (d), (h)

(12,998)

(12,384)

(12,998)

(12,384)

Borrowing cost

(2,583)

(3,583)

(3,556)

(5,179)

 

733,247

782,261

3,676,807

3,721,990

Foreign currency

 

 

 

 

Working capital (d)

880

238,955

880

293,949

Swap contracts (d), (h)

-

(75,802)

-

(89,414)

 

880

163,153

880

204,535

Total current

1,696,416

1,973,889

5,057,753

5,171,418

 

 

 

 

 

 

 

64

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

18.   Loans and financing – Continued

a)      Debt breakdown – Continued

 

 

Parent Company

Consolidated

Noncurrent

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Debentures (i

 

 

 

 

Debentures

1,200,000

2,000,000

1,600,000

2,600,000

Borrowing cost

(248)

(1,295)

(269)

(1,456)

 

1,199,752

1,998,705

1,599,731

2,598,544

 

 

 

 

Loans and financing

 

 

 

 

Local currency

 

 

 

 

BNDES (f)

137,242

179,394

158,109

200,524

IBM

-

-

-

95,822

Working capital (d)

817,894

855,398

1,023,069

1,105,399

Direct consumer credit - CDCI (d) (e)

-

-

122,195

140,603

Financial lease (Note 24)

122,629

124,847

195,528

198,511

Swap contracts (d), (h)

-

(11,742)

-

(11,742)

Borrowing cost

(4,460)

(4,130)

(5,925)

(5,811)

 

1,073,305

1,143,767

1,492,976

1,723,306

 

 

 

 

Foreign currency

 

 

 

 

Working capital (d)

278,601

-

278,601

-

Swap contracts (d), (h)

23,421

-

23,421

-

 

302,022

-

302,022

-

 

 

 

 

 

Total noncurrent

2,575,079

3,142,472

3,394,729

4,321,850

         

b)  Changes in loans

 

Parent Company

Consolidated

06.30.2014

06.30.2014

At December 31, 2013

5,116,360

9,493,268

Additions

330,052

2,755,775

Accrued interest

210,595

430,582

Swap

109,091

107,915

Mark to Market

(825)

(825)

Monetary and exchange variation

(30,287)

(27,501)

Borrowing cost

5,235

6,373

Interest paid

(474,043)

(679,664)

Payments

(994,683)

(3,633,441)

At June 30, 2014

4,271,495

8,452,482

 

c)     Maturity schedule of loans and financing recorded in noncurrent liabilities

Year

Parent Company

Consolidated

2015

1,332,836

1,873,904

2016

296,758

330,125

2017

799,789

954,171

After 2017

150,404

242,723

Subtotal

2,579,787

3,400,923

 

 

Borrowing cost

(4,708)

(6,194)

Total

2,575,079

3,394,729

 

65

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

18.   Loans and financing – Continued

d)      Financing of working capital, swap and direct consumer credit – CDCI

   

Parent Company

Consolidated

Debt

Rate*

06.30.2014

12.31.2013

06.30.2014

12.31.2013

           

Local currency

         

Banco do Brasil

11.58% per year

202,877

386,471

202,877

386,471

Banco do Brasil

107.41% of CDI

816,414

761,675

2,422,369

2,226,792

Bradesco

110.50% of CDI

-

-

502,305 

605,975

Safra

108.89% of CDI

407,223

386,769

1,427,715

386,769

Safra

CDI + 0.85% per year

-

-

-

1,188,489

IBM

100% of CDI (-) 0.61%

32,649

-

147,121

-

   

1,459,163

1,534,915

4,702,387

4,794,496

   

 

 

 

 

Current

 

641,269

679,517

3,557,123

3,548,495

Noncurrent

 

817,894

855,398

1,145,264

1,246,001

   

 

 

 

 

Foreign currency

 

 

 

 

 

Citibank

Libor USD+ 1.45% per year

-

-

-

54,993

Itaú BBA

USD + 3.47% per year

-

238,199

-

238,199

Santander

USD + 0.65% per year

-

756

-

757

JP Morgan

USD + 1.44% per year

110,870

-

110,870

-

Tokyo

USD + 2.25% per year

168,611

-

168,611

-

   

279,481

238,955

279,481

293,949

   

 

 

 

 

Current

 

880

238,955

880

293,949

Noncurrent

 

278,601

-

278,601

-

   

 

 

 

 

Swap contracts

 

 

 

 

 

Citibank

105.% of CDI

-

-

-

(13,611)

Itaú BBA

100% of CDI

-

(75,803)

-

(75,803)

Banco do Brasil

102% of CDI

(12,998)

(24,125)

(12,998)

(24,126)

JP Morgan

103.50% of CDI

7,794

-

7,794

-

Tokyo

105.85% of CDI

15,627

-

15,627

-

   

 

-

 

-

   

10,423

(99,928)

10,423

(113,540)

   

 

 

 

 

Current

 

(12,998)

(88,186)

(12,998)

(101,798)

Noncurrent

 

23,421

(11,742)

23,421

(11,742)

   

 

 

 

 
   

1,749,067

1,673,942

4,992,291

4,974,905

(*)    Weighted average rate per year.

 

e)    Direct consumer credit - CDCI

The average CDCI financial charges are 109.4% of the CDI (110.3% at June 30,2013). In these contracts, the Company retains substantially all the risks and benefits related to loans financed, guaranteed by assignment of receivables.

 

 

 

66

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

18.   Loans and financing – Continued

f)       BNDES

       

Parent Company

 

Consolidated

Annual financial charges

Number of monthly installments

Issue date

Maturity

06.30.2014

12.31.2013

 

06.30.2014

12.31.2013

                 

TJLP + 3.6%

60

Jul/10

Dec/16

205,038

246,102

 

205,038

246,102

4.5% per year

60

Feb/11

Dec/16

19,896

23,879

 

19,896

23,879

3% per year

96

Jan/14

May/23

844

-

 

844

-

3% per year

96

Mar/14

May/23

1,867

-

 

1,867

-

3% per year

96

May/14

May/23

25

-

 

25

-

3% per year

96

Aug/13

Jul/23

-

-

 

955

955

2.5% per year

96

Jun/13

Jan/23

-

-

 

2,291

2,291

2.5% per year

96

Jul/13

Jan/23

-

-

 

2,306

2,306

3% per year

96

Jul/13

Mar/23

-

-

 

270

270

2.5% per year

96

Aug/13

Jan/23

-

-

 

1,254

1,254

2.5% per year

96

Sep/13

Jan/23

-

-

 

165

165

2.5% per year

96

Oct/13

Jan/23

-

-

 

1,214

1,214

2.5% per year

96

Dec/13

Jan/23

-

-

 

554

553

2.5% per year

96

Jan/14

Jan/23

-

-

 

511

-

2.5% per year

96

Feb/14

Jan/23

-

-

 

2,711

-

2.5% per year

96

Mar/14

Jan/23

-

-

 

659

-

2.5% per year

96

Apr/14

Jan/23

-

-

 

530

-

2.5% per year

96

May/14

Jan/23

-

-

 

368

-

3% per year

96

Jul/13

Feb/23

-

-

 

30

30

3% per year

96

Feb/14

Mar/23

-

-

 

887

-

TJLP + 2.5% per year

24

Sep/12

Aug/15

-

-

 

11,853

16,934

TJLP + 1.9%

30

May/11

Jun/14

-

-

 

-

5,643

TJLP + 1.9% per year plus 1% per year

30

May/11

Jun/14

-

-

 

-

2,420

TJLP + 3.5% per year plus 1% per year

30

May/11

Jun/14

-

-

 

-

2,018

3% per year

48

Oct/13

Apr/18

-

-

 

199

209

3.5% per year

36

Nov/13

Sep/18

-

-

 

329

329

3.0 % per year

96

Nov/13

May/23

-

-

 

500

-

3% per year

96

Nov/13

Jun/23

-

-

 

396

396

3% per year

96

Sep/13

Apr/23

-

-

 

2,715

2,715

3% per year

96

Oct/13

Apr/23

-

-

 

135

135

3% per year

96

Dec/13

Apr/23

-

-

 

14

14

3% per year

96

Sep/13

May/23

-

-

 

1,092

1,591

4.5% per year

11

Sep/09

Nov/14

-

-

 

7

14

       

227,670

269,981

 

259,615

311,435

                 

Current

     

90,428

90,587

 

101,506

110,911

Noncurrent

     

137,242

179,394

 

158,109

200,524

 

g) Guarantees

The Company signed promissory notes and letters of guarantee as collateral to the loans and financings obtained from BNDES.

h)  Swap contracts

The Company uses swap transactions in 100% of borrowings in U.S dollars and fixed interest rates, to exchange these liabilities for Real pegged to CDI floating interest rates. These agreements protect the interest and principal throughout the term of the debt.The CDI annual benchmark rate at June 30, 2014 was 9,68% (8.06% at 2013).

67

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

18.   Loans and financing – Continued

i)   Credit Line

The Company and the subsidiary Sé signed an agreement with Banco Itaú in order to open a credit line in the amount of R$400.000 and R$250.000, respectivelly. The agreement was made with market conditions and is due on 2016 and 2017.

 

 

 

 

68

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial statements

June 30, 2014

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

 

 

18.           Loans and financing – Continued

j)   Debentures 

 

 

 

 

Date  

 

 

Parent Company

Consolidated

 

Type

Issue Amount

Outstandind debentures

Issue

Maturity

Annual financial charges

Unit price

06.30.2014

12.31.2013

06.30.2014

12.31.2013

Parent Company

 

 

 

 

 

 

 

       

8th Issue – Single series - GPA

No preference

500,000

500

12/15/09

12/15/14

109.5% of CDI

201

100,402

200,812

100,402

200,812

9th Issue – Single series - GPA

No preference

610,000

-

1/5/11

1/5/14

107.75% of CDI

-

-

813,103

-

813,105

10th Issue – Single series - GPA

No preference

800,000

80,000

12/29/11

6/29/15

108.5% of CDI

11

843,564

800,323

843,564

800,323

11th Issue – Single series - GPA

No preference

1,200,000

120,000

5/2/12

11/2/15

CDI + 1%

10

1,221,624

1,218,952

1,221,624

1,218,952

Subsidiaries

 

         

 

       

3rd Issue - Single series - Via Varejo

No preference

400,000

40,000

2/17/12

7/30/15

CDI + 1%

10

-

-

418,216

416,854

1st Issue - 1st Series – NCB

No preference

200,000

20,000 

6/29/12

12/29/14

CDI + 0.72%

10

-

-

200,000

200,080

1st Issue - 2nd Series – NCB

No preference

200,000

20,000

6/29/12

1/29/15

CDI + 0.72%

10

-

-

200,000

200,080

               

-

-

-

-

Borrowing cost

             

(3,549)

(6,010)

(4,009)

(6,769)

               

2,162,041

3,027,180

2,979,797

3,843,437

Current liabilities

             

962,289

1,028,475

1,380,066

1,244,893

Noncurrent liabilities

             

1,199,752

1,998,705

1,599,731

2,598,544

 

69

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

18.   Loans and financing – Continued

j)      Debentures – Continued

GPA assumed the obligation to maintain certain debt financial covenants in connection with the issuance of debentures. At June 30, 2014, GPA was in compliance with these ratios. The main ratio is consolidated net debt/EBITDA which should be equal to or less than 3.25 and the effective ratio at June 30, 2014 was 0.10.

19.   Financial instruments

The detailed information of financial instruments was presented in the annual financial statements of 2013, in note 20.

The main financial instruments and their amounts recorded in the financial statements, by category, are as follows:

 

Parent Company

 

Carrying amount

Fair value

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Financial assets:

 

 

 

 

Loans and receivables (including cash

 

 

 

 

Cash and cash equivalents

867,761

2,851,220

867,761

2,851,220

Accounts receivable and other

255,647

391,699

255,647

391,699

Related parties - assets

879,963

646,478

879,963

646,478

Financial liabilities:

 

 

 

 

Other financial liabilities – amortized cost

 

 

 

 

Related parties -liabilities

(2,157,229)

(2,224,015)

(2,157,229)

(2,224,015)

Trade accounts payable

(1,917,022)

(2,631,704)

(1,917,022)

(2,631,704)

Financing for purchase of assets

(49,383)

(48,161)

(49,383)

(48,161)

Debentures

(2,162,041)

(3,027,180)

(2,162,041)

(3,025,684)

Loans and financing

(1,617,544)

(1,571,396)

(1,665,478)

(1,641,991)

Fair value through profit or loss

 

 

 

 

Loans and financing, including derivatives

(491,910)

(517,785)

(491,910)

(517,785)

Net exposure

(6,391,758)

(6,130,844)

(6,439,692)

(6,199,943)

 

 

 

 

 

 

Consolidated

 

Carrying amount

Fair value

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

Financial assets:

 

 

 

 

Loans and receivables (including cash

 

 

 

 

Cash and cash equivalents

5,355,930

8,367,176

5,355,930

8,367,176

Accounts receivable and other

3,485,519

3,487,867

3,545,277

3,535,048

Related parties - assets

203,876

172,836

203,876

172,836

Fair value through profit or loss

 

 

 

 

Financial investments measured at fair value

22,990

24,453

22,990

24,453

Financial liabilities:

 

 

 

 

Other financial liabilities - amortized cost

 

 

 

 

Related parties -liabilities

(23,343)

(32,621)

(23,343)

(32,621)

Trade accounts payable

(6,753,298)

(8,547,544)

(6,753,298)

(8,547,544)

Financing for purchase of assets

(54,383)

(48,161)

(54,383)

(48,161)

Debentures

(2,979,797)

(3,843,437)

(2,979,797)

(3,839,608)

Loans and financing

(4,980,775)

(5,091,922)

(5,073,067)

(5,205,890)

Fair value through profit or loss

 

 

 

 

Loans and financing, including derivatives

(491,910)

(557,909)

(491,910)

(557,909)

Net exposure

(6,215,191)

(6,069,262)

(6,247,725)

(6,132,220)

 

70

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

a)   Considerations on risk factors that may affect the business of the Company and its subsidiaries:

 

(i)       Capital management risk

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 considering account changes in the economic conditions.

There were no changes as to objectives, policies or processes during the six-month period ended June 30, 2014.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Loans and financing

4,271,495

5,116,361

8,452,482

9,493,268

(-) Cash and cash equivalents

(867,761)

(2,851,220)

(5,355,930)

(8,367,176)

Net debt

3,403,734

2,265,141

3,096,552

1,126,092

 

 

 

 

Equity

9,995,375

9,483,190

13,413,460

12,711,964

Equity and net debt

13,399,109

11,748,331

16,510,012

13,838,056

Net debt index

0.34

0.24

0.23

0.09

(ii)      Liquidity management risk

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

The table below summarizes the aging profile of financial liabilities of the Company at June 30, 2014 and December 31, 2013.

a)    Parent Company

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

 

Total

 

 

 

 

Loans and financing

814,539

1,572,155

6,586

2,393,280

Debentures

1,182,263

1,271,006

-

2,453,269

Derivatives

11,400

1,842

-

13,242

Finance lease

20,375

80,977

51,561

152,913

At June 30, 2014

2,028,577

2,925,980

58,147

5,012,704

 

 

 

 

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

 

Total

 

 

 

 

Loans and financing

1,051,970

1,239,219

-

2,291,189

Debentures

1,253,784

2,188,397

-

3,442,181

Derivatives

(84,218)

(13,612)

-

(97,830)

Finance lease

33,930

110,852

22,502

167,284

At December 31, 2013

2,255,466

3,524,856

22,502

5,802,824

 

 

71

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

a)   Considerations on risk factors that may affect the business of the Company and its subsidiaries - Continued

(v)    Liquidity management risk – Continued

b)    Consolidated 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

 

Total

 

 

 

 

Loans and financing

3,872,434

1,997,759

15,878

5,886,071

Debentures

1,653,158

1,693,732

-

3,346,890

Derivatives

11,400

1,842

-

13,242

Finance lease

47,767

144,335

78,802

270,904

At June 30, 2014

5,584,759

3,837,668

94,680

9,517,107

 

 

 

 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

 

Total

 

 

 

 

Loans and financing

4,045,687

1,783,679

18,889

5,848,255

Debentures

1,539,388

2,837,356

-

4,376,744

Derivatives

(96,763)

(13,613)

-

(110,376)

Finance lease

75,042

175,729

51,901

302,672

At December 31, 2013

5,563,354

4,783,151

70,790

10,417,295

 

 

 

 

 

(iii)     Derivative financial instruments

 

 

 

Consolidated

 

 

Notional value

Fair value

 

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Fair value hedge

 

 

 

 

Purpose of hedge (debt)

 

427,698

460,300

482,358

679,662

 

 

 

 

 

Long position (buy)

 

 

 

 

 

Prefixed rate

11.58% p.a.

130,000

260,000

202,687

385,104

US$ + fixed

1.93% p.a.

297,698

200,300

282,144

293,768

 

427,698

460,300

484,831

678,872

Short position (sell

 

 

 

 

 

 

104.10% of CDI p.a.

(427,698)

(460,300)

(495,254)

(565,332)

Net hedge position

 

-

-

(10,423)

113,540

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net swap position

 

-

-

(10,423)

113,540

 

 

 

 

 

 

 

 

               

 

 

 

 

72

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

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

(ii)    Derivative financial instruments - Continued

 

Realized and unrealized gains and losses over these contracts during the six-month period ended June 30, 2014 are recorded in the net financial result and balance payable by fair value is R$10,423 (R$113,540 at December 31, 2013) and recorded under “Loans and financing”.

Fair value hedge effects through profit or loss for the six-month period ended June 30, 2014 resulted in a loss of R$38,657 (loss of R$15.160 at June 30, 2013).

b)   Sensitivity analysis of financial instruments

The Company disclosed the net exposure of the derivatives financial instruments, the corresponding financial instruments and certain financial instruments in the sensitivity analysis chart below, for each of the scenarios mentioned.

For the probable scenario, exchange rate weighted was R$2.71 on the due date, and the interest rate weighted was 11.45% per year.  The sources used are the same as the annual financial statements of 2013.

(i)       Fair value “hedge” (at maturity dates)

 

 

Market projection

Operations

Risk

Scenario I

Scenario II

Scenario III

 

 

 

 

 

Debt at fixed rate

Fixed rate

(224,831)

(224,831)

(224,831)

Swap (long position in fixed rate)

Fixed rate

224,831

224,831

224,831

 

Net effect

-

-

-

 

 

 

 

Swap (short position in CDI)

CDI increase

(208,484)

(213,275)

(218,060)

 

 

 

 

Net effect profit (Loss)

 

(18,800)

(23,591)

(28,376)

 

 

 

 

 

(ii)      Derivatives recorded at fair value through profit or loss

 

 

 

 

Market projection

Operations

 

Risk

 

Scenario I

Scenario II

Scenario III

 

 

 

 

 

 

Debt - US$

 

 

 

(356,593)

(445,741)

(534,890)

Swap (long position in US$)

 

US$ decrease

 

359,302

449,127

538,953

 

 

Net effect

 

2,709

3,386

4,063

 

 

 

 

 

 

 

Swap (short position in CDI)

 

CDI increase

 

(396,204)

(419,765)

(444,162)

 

 

 

 

 

 

 

Estimated financial expenses

 

 

 

(393,495)

(416,379)

(440,099)

 

 

 

 

 

 

Net effect profit (Loss)

 

 

 

(90,640)

(113,524)

(137,244)

 

 

 

 

 

 

 

 

 

 

 

73

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

b)   Sensitivity analysis of financial instruments - Continued

 

(iii)     Other financial instruments

 

 

 

 

Market projection

Operations

 

Risk (CDI increase)

 

Scenario I

Scenario II

Scenario III

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

 

CDI + 1%

 

(1,367,095)

(1,400,409)

(1,433,723)

 

Debentures 

 

108.61% of CDI

 

(1,135,930)

(1,163,610)

(1,191,291)

 

Debentures - Via Varejo

 

100% of CDI + 0.8%

 

(913,322)

(935,578)

(957,834)

 

Bank loan – CDB

 

106.37% of CDI

 

(1,480,633)

(1,516,713)

(1,552,793)

 

Leasing

 

100.10% of CDI

 

(221,346)

(226,740)

(232,134)

 

Leasing

 

IGP-DI + 6% per year

 

(36,043)

(36,921)

(37,799)

 

Bank loan- Via Varejo

 

109.43% of CDI

 

(3,466,459)

(3,550,930)

(3,635,402)

 

Total loans and financing  exposure

 

 

 

(8,620,828)

(8,830,901)

(9,040,976)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (*)

 

101.08% of CDI (*)

 

5,998,461

6,144,633

6,290,805

 

 

 

 

 

 

 

 

 

Net exposure

 

 

 

(2,622,367)

(2,686,268)

(2,750,171)

 

 

 

 

 

 

 

Total net effect (loss)

 

(649,433)

(713,334)

(775,237),

 

(*) weighted average

 

 

 

 

 

 

 

                 

 

c)   Fair value measurements

The Company discloses its financial assets and liabilities at fair value, in accordance with CPC 46/ IFRS 13, which refers to evaluation concepts and requeriments of disclosure.

CPC 39 (“IAS 32”) defines fair value as an amount that a assets may be exchange, or a liability settled, between knowledgeable parties, in a transaction with no favored parts. CPC 40 (“IFRS 7”) establishes a hierarchy for fair value in three levels:

               i.        Level 1 – Negociated prices (without ajustments) on active markets for identical assets or liabilities;

              ii.        Level 2 – Different inputs from negociated prices on active markets included on level 1; that are observable for the asset or liability, directly (as price) or indirectly (as prices derivatives); and

             iii.        Level 3 – inputs to assets and liabilities that are not based on observable data on market (non observable inputs).

The fair value of cash and cash equivalentes, short term debt and trade suppliers accounts payable are the same of the amounts recorded.

The table below represents the hierarchy of fair value amounts of financial assets and liabilities recorded at fair value:

 

 

 

 

74

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

 

06.30.2014

 

Quoted price in an active market for an identical instrument (Level 1) 

Fair value measurement at the end of the reporting period adopting other observable relevant assumptions (Level 2) 

Financial investments measured at fair value

22,990

22,990

-

Cross-currency interest rate swaps

(23,421)

-

(23,421)

Interest rate swaps

12,998

-

12,998

Loans and financing 

(481,787)

-

(481,487)

(468,920)

22,990

(491,910)

 

There were no changes between the fair value measurement levels for the six-month period ended June 30,2014.

·         Financial investments are classified on level 1, since they are highly available in dolar and their price is available on the market.

 

·         Foreign exchange and interest rate swaps and loans and financing are classified on level 2, since are utilized readily observable market inputs are utilized, for example, expected interest rate, current and future foreign exchange rate.

 

 

75

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

19.   Financial instruments – Continued

d)   Consolidated position of operations with derivatives financial instruments

The consolidated position of outstanding derivative financial instruments operations as as follows:

Outstanding

 

 

 

 

(Amount payable) / receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange swaps registered at CETIP (US$ x CDI)

Citibank

US$40,000

2/13/2012

2/13/2014

-

13,362

-

13,611

 

Itaú Unibanco

US$100,000

5/5/2011

4/16/2014

-

73,007

-

75,803

 

Banco JP Morgan

US$ 50.000

3/19/2014

3/21/2016

(8,312)

-

(7,783)

-

 

Banco Tokyo

US$ 75.000

1/14/2014

1/10/2017

(17,268)

-

(15,638)

-

 

 

 

 

 

 

 

 

Interest rate swap registered at CETIP

(fixed rate x CDI)

Banco do Brasil

R$130,000

6/28/2010

6/6/2014

-

11,545

-

12,384

 

Banco do Brasil

R$130,000

6/28/2010

6/2/2015

12,226

10,943

12,998

11,742

 

 

 

 

 

(13,354)

108,857

(10,423)

113,540

 

 

 

 

 

 

 

 

 

76

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

20.   Income and social contribution taxes payable and taxes payable in installments

The detailed information of income and social contribution taxes payable and taxes payable in installments was presented in the annual financial statements of 2013, in note 21.

a)    Payable taxes, contributions and taxes installments.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

PIS and COFINS

40,309

62,011

344,905

368,386

Provision for income and social contribution taxes

88,649

132,077

118,437

166,535

ICMS

12,074

29,987

121,521

226,644

Other

-

5,513

35,823

62,599

 

141,032

229,588

620,686

824,164

 

 

 

 

Taxes payable in installments - Law 11941/09

1,022,052  

1,112,780

1,096,284

1,188,312

INSS

-

-

12,850

13,323

Other

13,136

14,731

13,803

15,512

 

1,035,188

1,127,511

1,122,937

1,217,147

 

 

 

 

Current

281,165

365,382

769,163

968,462

Noncurrent

895,055

991,717

974,460

1,072,849

         

 

b)    Maturity structure of taxes in the noncurrent liabilities will occur as follows

In

Parent Company

Consolidated

 

 

2015

70,113

77,347

2016

139,866

149,836

2017

139,329

149,094

2018

135,371

145,136

2019

86,530

96,295

After 2019

323,846

356,752

 

895,055

974,460

77

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

21.   Income and social contribution taxes

The detailed information of income and social contribution taxes was presented in the annual financial statements of 2013, in note 22.

a)    Income and social contribution tax expense reconciliation

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

 

Profit before income and social contribution taxes

597,380

311,509

1,006,407

490,123

Income and social contribution taxes at the notional rate of 25% for the Parent Company and 34% for subsidiaries

(149,345)

(77,877)

(301,922)

(147,037)

Tax penalties

(1,303)

(1,884)

(3,639)

(3,180)

Share of profit associates

66,639

32,950

14,746

3,833

Extemporaneous credits

-

16,890

-

16,890

Other permanent differences (undeductible)  

(5,115)

(2,923)

(18,720)

(8,394)

Effective income and social contribution taxes

(89,124)

(32,844)

(309,535)

(137,888)

 

 

 

 

 

Income and social contribution taxes for the period

 

 

 

 

Current

(100,588)

(46,704)

(246,140)

(142,692)

Deferred

11,464

13,860

(63,395)

4,804

Deferred income and social contribution taxes expenses

(89,124)

(32,844)

(309,535)

(137,888)

Effective rate

14.92%

10.54%

30.76%

28.13%

CBD does not pay social contribution tax based on final and unappealable court decision in the past.

b)    Breakdown of deferred income and social contribution taxes

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Tax losses

-

28,016

685,045

793,633

Provision for contingencies

194,360

151,125

403,785

301,686

Provision for derivative operations taxed on a cash basis

13,042

1,793

8,948

5,997

Allowance for doubtful accounts

1,456

2,004

89,650

81,731

Provision for current expenses

1,402

-

44,433

63,576

Goodwill tax amortization

15,596

24,801

(429,448)

(395,564)

Present value adjustment (PVA)

840

779

(4,849)

(929)

Lease adjustment

5,751

5,331

(107,168)

(75,110)

Mark-to-market adjustment  

2,019

534

2,019

534

Fair value of assets acquired in business combination

-

-

(796,035)

(808,318)

Technological innovation – future realization

(19,505)

(20,708)

(19,505)

(20,708)

Depreciation as per tax rates

(91,640)

(87,442)

(99,065)

(89,577)

Other

9,012

14,636

50,698

32,954

Deferred income and social contribution tax, net

132,333

120,869

(171,492)

(110,095)

 

 

 

 

Noncurrent assets

132,333

120,869

870,413

950,757

Noncurrent liabilities

-

-

(1,041,905)

(1,060,852)

Deferred income and social contribution taxes, net

132,333

120,869

(171,492)

(110,095)

78

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

21.   Income and social contribution taxes Continued 

b)   Breakdown of deferred income and social contribution taxes Continued 

The Company estimates to recover these tax credits as follows:

Year

Parent Company

Consolidated

 

 

 

2014

11,422

394,208

2015

11,001

213,580

2016

14,014

67,832

2017

11,855

39,797

After 2018

84,041

154,996

 

132,333

870,413

 

 

 

           

c)   Changes in income and social contribution taxes deferred.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

At the beginning of the period

120,869

185,491

(110,095)

(58,534)

Expense in the period

11,464

(64,622)

(63,395)

(89,090)

Bartira (acquisition)

-

-

-

29,534

Public offering of shares - Via Varejo

-

-

-

8,288

Other

-

-

1,998

(293)

At the end of the period

132,333

120,869

(171,492)

(110,095)

22.          Acquisition of non-controlling interest

The detailed information of acquisition of non-controlling was presented in the annual financial statements of 2013, in note 23.

 

Consolidated

 

6.30.2014

12.31.2013

 

 

Interest acquisition in Assai

5,607

5,339

Interest acquisition in Sendas

183,976

171,465

 

189,583

176,804

 

 

Current liabilities

71,512

69,014

Noncurrent liabilities

118,071

107,790

 

 

 

79

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies

The provision for contingencies is estimated by the Company and supported by its legal counsels. and  was set up in an amount considered sufficient to cover probable losses.

a)    Parent Company

 

PIS/
COFINS

Taxes and other

Social security and labor 

Civil

Total

Balance at December 31, 2013

209,126

66,905

149,196

70,725

495,952

 

 

 

 

 

Additions

-

4,448

17,189

12,814

34,451

Payments

-

-

(12,736)

(543)

(13,279)

Reversals

-

-

(1,800)

(7,728)

(9,528)

Monetary restatement

4,765

2,590

7,389

7,704

22,448

 

 

 

 

 

 

Balance at June 30, 2014

213,891

73,943

159,238

82,972

530,044

 

 

 

 

 

 

 

b)    Consolidated 

 

PIS/
COFINS

Taxes and other

Social security and labor

Civil

Total

Balance at December 31, 2013

272,198

402,700

297,464

175,160

1,147,522

 

 

 

 

 

 

Additions

5,067

7,645

164,526

81,613

258,851

Payments

-

-

(32,993)

(14,241)

(47,234)

Reversals

-

-

(24,489)

(53,399)

(77,888)

Monetary restatement

6,555

8,357

24,182

24,136

63,230

Transfer

-

-

476

1,427

1,903

 

 

 

 

 

 

Balance at June 30, 2014

283,820

418,702

429,166

214,696

1,346,384

 

 

 

 

 

 

 

80

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies Continued 

c)    Taxes 

Tax claims are indexed, by law, by monthly restatement, which refers to an adjustment in the amount of provisions for legal claims in accordance with the indexation rates used by each tax jurisdiction. In all cases, both interest charges and fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.

The main provisioned tax claims are as follows:

PIS and COFINS

With the non-cumulativeness system when calculating PIS and COFINS, the Company and its subsidiaries are discussing at court the right to exclude ICMS from the calculation basis of these two contributions.In addition, the Company offseted tax debts related to PIS and COFINS against - IPI credits – inputs subject to a zero rate or exempt - acquired from third parties (transferred based on final and unappealable court decision). The amount for PIS and COFINS claims at June 30, 2014 is R$100,033 (R$91,898 at December 31, 2013).

In addition, in 2013 there were progresses in the claims related to the offset of Finsocial, COFINS and PIS, which lead our legal counsel to change their estimation of losses from possible to probable in the amount of R$176,671 at June 30, 2014(R$173,184 at December 3, 2013)

Taxes and other

Taxes

The Company and its subsidiaries have other tax claims, which after analysis of its legal counsels, were deemed as probable losses and accrued. These are: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) disagreement on the non-application of Accident Prevention Factor (FAP) for the year 2011; (iii) disagreement on the “Fundo de Combate à Pobreza” (State Government Fund Against Poverty), enacted by the Rio de Janeiro State government; (iv) disagreement on suppliers contracted considered disqualified before the registration of the State Internal Revenue Service, error when applying rate and ancillary obligations by State tax authorities; and (v) other less relevant issues.

During the second quarter of 2013, procedural events occurred that led to change in the likelihood of loss from probable to possible of a claim related to income taxes in the amount of R$45,353 at June 30, 2014 (R$ 44,060 at December 31,2013).

The amount recorded for these subjects at June 30, 2014 is R$106,440 (R$100,094 at December 31, 2013).

In addition, the Company discusses in court the eligibility to not pay the contributions provided for by Supplementary Law 110/2001, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs, The amount of provision at June 30, 2014 is R$44,180 (R$38,509 at December 31, 2013).

81

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies Continued 

c)     Taxes Continued 

Other

Provisions for tax contingent liabilities were recorded at the time of business combination with Via Varejo, under technical pronouncement CPC 15 (IFRS 3R). At June 30, 2014, the amount recorded was R$169,265 (R$165,282 at December 31, 2013) in tax contingent liabilities.

Other main tax contingent liabilities recorded refer to administrative proceedings related to the offset of PIS contribution, under the protection of Decrees 2.445/88 and 2.449/88, generated in view of credits deriving from legal proceedings and the offset of tax debts with contribution credits levied on coffee exports.

Contingencies Bartira

In relation to the business combination of Bartira occurred in 2013 (detailed information was presented in the annual financial statements of 2013, in note 15), contingencies were evaluated at fair value, as described by CPC 15 (IFRS 3R), which evaluation differs from CPC 25 (IAS 17). Provisions, Contingent Liabilities and Contingent Assets (IAS 17) used for the evaluation of other contingencies. The main issue is the possible lack of support documentation for the operations, amounting R$95,310 for Social Contribution, Income Tax, PIS, COFINS and ICMS. The total contingencies amount R$117,644.

d)    Labor 

The Company is party in numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business, At June 30, 2014, the Company had a provision of R$429,166 (R$297,463 at December 31, 2013) referring to lawsuits whose risk of loss was considered probable. Management, assisted by its legal counsels, evaluates these claims recording provision for losses when reasonably estimable, considering  previous experiences in relation to the amounts claimed. Labor claims are indexed to the benchmark interest rate (“TR”), 0.35% accumulated at June 30, 2014 (0.03% at June 30 2013) plus 1% monthly interest rates.

e)    Civil and other

The Company is defendant in civil actions (indemnifications and collections, among others), at several court levels and at different courthouses. The Company’s Management sets up provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal advisors consider losses to be probable

Among these lawsuits, we point out the following:

·       The Company files and answers various lawsuits in which it requests the renewals of lease agreements and the review of the lease 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 in the lawsuit, when internal and external legal advisors agree on the likelihood of changing the lease paid by the Company. At June 30, 2014, the provision for these lawsuits is R$55,983 (R$42,791 at December 31, 2013), for which there are no restricted deposits.

 

 

82

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies Continued 

e)    Civil and otherContinued 

·  The subsidiary Via Varejo is part in lawsuits involving the consumer relations rights (civil actions and assessments from PROCONs) and few lawsuits involving contracts terminated with suppliers and the amount referred to in these lawsuits is R$80,898 at June 30, 2014 (R$68,694 at December 31, 2013).

 

The total amount of civil actions and other at June 30, 2014 is R$214,696 (R$175,160 at December 31, 2013).

f)     Other non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsels and deemed as possible and; therefore, they have not been accrued, amounting to R$ 8,118,960 at June 30, 2014(R$7,630,694 at December 31, 2013), and are mainly related to:

·       INSS (Social Security Tax) – the Company was assessed regarding the non-levy of payroll charges on benefits granted to its employees, among other matters, and possible loss, considered possible, corresponds to R$290,693 at June 30, 2014 (R$282,853 at December 31, 2013). The proceedings are under administrative and court discussion.

·             IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, with holding income tax on net income  ILL – the Company has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions and payment discrepancies of payments and overpayments; fine due to failure to comply with ancillary obligation, among other less significant taxes.

·         The Company received a delinquency notice drawn up by Internal Revenue Agency to collect the differences in the payment of income tax, allegedly due in respect of the calendar years 2007 to 2011, under the allegation that there was improper deduction of goodwill amortization duly payable and arising from transactions between shareholders Casino and Abilio Diniz. The Company filed defense at the administrative level and is awaiting a decision. No provision was made for this case,since in the evaluation of the Company´s legal advisors the chances of loss are classified partly as possible, in the amount of R$668,272 at June 30, 2014 (R$636,787 at December 31, 2013) and partly as remote.

These proceedings await decision in the administrative and court level. The amount involved in these assessments corresponds to R$1,348,111 at June 30, 2014 (R$1,296,578 at December 31, 2013).

·       COFINS, PIS, provisional contribution on financial transactions - CPMF and IPI– the Company has been challenged for offsetting, collection of taxes on soybean export operations, tax payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, among other less significant taxes. These proceedings await decision in the administrative and court level. The amount involved in these assessments is R$1,084,932 at June 30, 2014 (R$982,419 at December 31, 2013).

83

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies Continued 

f)   Other non-accrued contingent liabilities Continued 

·       ICMS – the Company was served notice by the State tax authorities regarding the appropriation of credits of: (i) electricity; (ii) acquisitions from vendors considered to be in arrears/default according to the Internal Revenue Service of State; (iii) refund of tax replacement without due compliance of ancillary obligations brought by CAT Ordinance 17 of the State of São Paulo; (iv) resulting from the sale of extended warranty, (v) financed sales; and (viii) among others. The total amount of these assessments is R$4,454,509 at June 30, 2014 (R$4,032,307 at December 31, 2013), which await a final decision in the administrative and court levels.

·             Municipal service tax - ISS, Municipal Real Estate Tax - IPTU, Property Transfer Tax  - ITBI and others – these are related to assessments on third parties retention, IPTU payment discrepancies, fines due to failure to comply with ancillary obligations and sundry taxes, whitch amounts R$388,800 at June 30, 2014 (R$339,363 at December 31, 2013) and await administrative and court decisions.

·             Other litigationsrelated to administrative lawsuits and real estate lease claims that the Company pleads the renewal of leases and setting rents according to the values prevailing in the market and the claims initiated against the Company and its subsidiaries under the civil court scope, special civil court, Consumer Protection Agency (“PROCON”), in several States, Weight and Measure Institute (“IPEM”), National Institute of Metrology, Standardization and Industrial Quality (“INMETRO”) and National Health Surveillance Agency (“ANVISA”), amounting to R$551,915 at June 30, 2014 (R$697,174 at December 31, 2013).

Occasional adverse changes in the expectation of risk of the referred lawsuits may require that additional provision for litigations be set up.

Company hires external legal advisors to defend the tax assessments received, which remuneration is linked to a percentage over the amount won in case of final decision,recording the expenses in the moment of the final decision. This percentage may vary according to qualitative and quantitative factors of each claim, and on June  30, 2014, the estimated amount, in case of finalization of all claims with success, is approximately R$117,332 (R$109,000 at December 31,2013)

g)    Restricted deposits from legal proceedings

The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court escrow deposits (restricted deposits) of corresponding amounts pending final court decisions, in addition to collateral deposits related to provisions for lawsuits.

The Company has recorded in its assets amounts related to restricted deposits.

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Tax

59,873

59,410

152,464

145,271

Labor

333,704

321,769

648,508

567,924

Civil and other

30,486

45,834

82,263

101,995

Total

424,063

427,013

883,235

815,190

 

 

 

 

 

84

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

23.   Provision for contingencies Continued 

h)    Guarantees 

Lawsuits

Real estate

Equipment

Guarantee

Total

 

 

 

 

Tax

837,893

14

5,864,030

6,701,937

Labor

7,195

2,661

60,782

70,638

Civil and other

10,949

990

336,979

348,918

Total

856,037

3,665

6,261,791

7,121,493

 

 

 

 

The cost of guarantees is approximately 0.5% of value on lawsuits and is recorded as an expense by the passage of time.

i)      Tax audits

According to current tax laws, municipal, federal, state taxes and social security contributions are subject to auditing in periods varying between 5 and 30 years.

24.   Leasing transactions

a)    Operating lease

 

Parent Company

 

Consolidated

 

06.30.2014

12.31.2013

 

06.30.2014

12.31.2013

 

 

 

 

 

Gross commitments from operating lease

 

 

 

 

 

 

 

 

 

 

Minimum rental payment:

 

 

 

 

 

Up to 1 year

433,004

404,944

 

1,227,094

1,270,330

1 - 5 years

1,421,359

1,315,029

 

3,924,447

3,873,476

Over 5 years

1,421,063

1,318,415

 

5,112,580

5,085,869

 

3,275,426

3,038,388

 

10,264,121

10,229,675

 

 

 

 

 

 

Future sublease rentals (*)

(86,917)

(85,507)

 

(121,585)

(105,930)

 

 

 

 

 

 

Total

3,188,509

2,952,881

 

10,142,536

10,123,745

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

The non-cancellable minimum operating lease payments refers to the period of contract in normal course of operation.

All contracts have termination clauses in the event of breach to contract, ranging from one to six months of rent. If the Company had terminated these contracts at June 30, 2014, the fine amount would be R$560,268 (R$631,515 at December 31, 2013).

 

 

 

 

85

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

24.   Leasing transactions - Continued 

(i)     Payments

The Management considers additional rental payments as contingent payments, which vary between 0.5% and 3.3% of sales.

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

Expenses(income) in the period

 

 

 

 

Contingent payments

178,639

168,074

299,556

263,350

Non contingent payments

70,302

65,801

433,820

360,887

Sublease rentals (*)

(69,372)

(61,511)

(87,821)

(80,380)

 

 

 

 

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

(ii)     Clauses with renewal or adjustment option

The terms of the agreements vary between 5 and 25 years and the agreements may be renewed according to the Rental Law 12,122/10. The agreements have periodic adjustment clauses according to inflation indexes.

b)       Financial lease

Financial lease agreements amounted to R$424,462 at June 30, 2014 (R$482,543 at December 31, 2013), according to the chart below:

 

Parent Company

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

 

 

 

Financial lease liability –minimum lease payments:

 

 

 

 

Up to 1 year

17,131

28,124

34,732

56,330

1 - 5 years

64,884

97,587

110,450

142,857

Over 5 years

57,745

27,260

85,078

55,654

Present value of financial lease agreements

139,760

152,971

230,260

254,841

 

 

 

 

Future financing charges

149,776

152,074

194,202

227,702

Gross amount of financial lease agreements

289,536

305,045

424,462

482,543

 

 

 

 

 

 

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

Contingent payments recognized as expense in the period

1,406

1,162

1,406

1,162

 

 

 

 

 

 

 

 

 

 

 

86

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

25.   Deferred revenues

The Company  and the subsidiary Via Varejo received in advance values of trading partners over exclusivity in the intermediation services or additional/extended warranties and the subsidiary Barcelona received in advance values for the rental of shelves and light panel (back lights) for exhibition of products from its suppliers.

 

Controladora

Consolidated

 

06.30.2014

12.31.2013

06.30.2014

12.31.2013

 

-

 

 

Additional or extended warranties

27,916

30,000

439,655

471,586

Bradesco agreement

-

-

36,132

11,395

Swap agreement

-

-

54,736

50,378

Investments in media

25,749

-

59,082

-

Back lights

-

-

34,791

37,027

 

53,665

30,000

624,396

570,386

 

 

 

 

Current

9,916

-

141,321

114,749

Noncurrent

43,749

30,000

483,075

455,637

 

 

 

 

 

Management estimates that the value classified as noncurrent will be recognized in profit or loss according to the passage of time and the financial performance of each contract, in the following proportion:

 

Parent Company

 

Consolidated

 

06.30.2014

 

06.30.2014

 

 

 

 

 

 

 

2015

5,000

 

58,785

2016

10,000

 

164,698

2017

833

 

76,621

2018

-

 

54,053

2019

-

 

49,608

2020

27,916

 

79,310

 

43,749

 

483,075

 

 

 

 

 

87

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

26.   Equity

The detailed information of equity was presented in the annual financial statements of 2013, in note 27.

a)   Capital stock

The subscribed and paid-up capital is represented by 265,138 (264,453 at December 31, 2013) thousands of registered shares with no par value at June 30, 2014, of which 99,680 in thousands of common shares at June 30, 2014 and December 31, 2013, and 165,458 in thousands of preferred shares at June 30, 2014 (164,773 at December 31, 2013).

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

At the Board of Director’s meeting held at February 13, 2014 the capital was increased by R$ 15,523, by means of the issue of 470 (in thousands of shares) preferred shares.

At the Board of Director’s meeting held at April 24, 2014 the capital was increased by R$ 1,075, by means of the issue of 32 (in thousands of shares) preferred shares.

At the Board of Director’s meeting held at June 26, 2014 the capital was increased by R$ 5,273, by means of the issue of 183 (in thousands of shares) preferred shares.

b)   Share-based payment plans

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

On the grant date

End of the year

Number of options granted
(in thousands)

Exercised

Not exercised by dismissal

Total in effect

 

 

 

 

 

 

 

 

 

 

Balance at December 31 , 2013

 

 

 

 

 

 

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

(140)

(14)

145

Series A5 - Silver 

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(140)

(14)

145

Series A6 - Gold 

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(171)

(25)

330

Series A6 - Silver 

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(171)

(25)

330

Series A7 - Gold 

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(26)

(16)

315

Series A7 - Silver 

3/15/2013

3/31/2016

3/31/2017

80.00

80.00

358

(26)

(16)

315

 

 

 

 

 

 

3,062

(1,367)

(113)

1,580

 

 

 

 

 

 

 

 

 

 

 

Price

Lot of shares

Series
granted

Grant date

1st date of exercise  

2nd date of exercise and expiration

On the grant date

End of the period

Number of options granted
(in thousands)

Exercised

Not exercised by dismissal

Total in effect

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 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

3/15/2015

3/15/2016

0.01

0.01

526

(293)

(26)

207

Series A6 – Silver

3/15/2012

3/15/2015

3/15/2016

64.13

64.13

526

(293)

(26)

207

Series A7 – Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(105)

(18)

235

Series A7 – Silver

3/15/2013

3/31/2016

3/31/2017

80.00

80.00

358

(105)

(18)

235

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

-

-

239

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

-

-

239

 

 

 

 

 

 

3,540

(2,053)

(119)

1,368

88

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

26.   Equity – Continued 

b)   Share-based payment plans - Continued

(i)  Consolidated information of share-based payment plans - GPA

The chart below shows the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise, until 2014, of all options granted:

 

06.30.2014

12.31.2013

 

 

Number of shares

265,138

264,453

Balance of granted series in effect

1,368

1,580

Maximum percentage of dilution

0.52%

0.60%

 

 

 

The fair value of each option granted is estimated on the granting date, by using the options pricing model “Black&Scholes” taking into account the following assumptions for the series B1 and C1: (a) expectation of dividends of 0.96%, (b) expectation of volatility of nearly 22.09% and (c) the risk-free weighted average interest rate of 11.70%. The expectation of remaining average life of the series outstanding at June 30, 2014 was 2.00 year (1.46 year at December 31, 2013). The weighted average fair value of options granted at June 30, 2014 was R$69.57 (R$62.59 at December 31, 2013).

 

Shares

Weighted average of exercise price 

Weighted average of remaining contractual term

Intrinsic value added

 

 

 

 

 At December 31, 2013

 

 

 

 

Outstanding at the beginning of the year

1,658

26.40

 

 

Granted during the year

716

40.02

 

 

Cancelled during the year

(51)

36.43

 

 

Exercised during the year

(743)

21.86

 

 

Outstanding at the end of the year

1,580

34.39

1.46

112,091

Total to be exercised at December 31, 2013

1,580

34.39

1.46

112,091

 

 

 

 

 At June 30, 2014

 

 

 

 

Granted during the year

478

41.61

 

 

Cancelled during the period

(4)

35.03

 

 

Exercised during the period

(686)

31.93

 

 

Outstanding at the end of the period

1,368

38.14

2.00

87,855

Total to be exercised at June 30, 2014

1,368

38.14

2.00

87,855

 

 

 

 

 

At June 30, 2014 there were options from series A5 to be exercised .

The amounts recorded in the statement of income of the Parent Company and Consolidated at June 30, 2014 were R$25,711 (R$23,653 at Junho 30, 2013).

 

89

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

26.   Equity – Continued 

b)   Share-based payment plans - Continued

(ii)  Consolidated information stock option plan – GPA – New series B1 and C1

Company implemented two new shared based plans approved by the shareholders meeting on May 09, 2014.

According to the terms of the plans, each option offers to the beneficiary the right to acquire a preferred share. On both plans, there is a vesting period of 36 months from the date the Board of Directors approved the issuance of the series. The plans will be exercisable in until 36 months from the grant date. The condition for the exercise of the options is the beneficiary to stay as an employee. The series are different, exclusively, in the exercise price of the options and in the existence of a restriction of selling after vesting.

According to the plans, the options granted in each of the series may represent maximum 0.7% of the total shares issued by the Company. For these new series were granted 477,458 options of shares.

The fair value of each option granted is estimated in the grant date using the Black & Scholes model, considering the following assumptions in series B1 and C1: (a) Dividends expectations of 0.96%; (b) volatility expectation of 22.09%; (c) interest rate of 11.70% and (d) fair value of the share on grant date of R$101.84

c)   Dividends

On the Annual and Extraordinary Shareholders’ Meeting (AGOE) held at  April 16, 2014 the shareholders approved the proposal of dividends payment for the fiscal year ended December 31, 2013, in the amount of R$259,968 (R$259,655 at December 31,2012), including the anticipated dividends already declared, amounting R$0.888957268 per common share and R$0.977852995 per preferred share.

The Company paid, except for the quarterly anticipated dividends paid during 2013, dividends during the six-month period, in the amount of R$ 150,549, corresponding to remaining dividends for the year 2013.This amount corresponds to R$ 0.535395 per one common share and R$ 0.588935 per one preferred share. All the shares were entitled to dividends on April 16, 2014 base date. As of April 17, 2014, the shares were negotiated “ex-rights” to the dividends payment date.

(i)   Dividends prepaid

The Board of Directors’ meeting held at April 24, 2014 approved the payment of dividends prepaid in the total amount of R$35,793, R$0.14 per preferred share and R$0.127270 per common share.

The dividens were paid at May 15, 2014. All the shares were entitled to dividends on May 05, 2014 base date. As of May 06, 2014, the shares were negotiated “ex-rights” to the dividends payment date.

 

90

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

27.    Net operating revenue

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

Gross sales

 

 

 

 

Goods

11,845,231

11,181,965

33,010,806

29,629,617

Rendering of services

125,138

103,864

790,352

784,109

Financial services

-

-

691,384

498,145

Sales return and cancellation

(192,307)

(147,591)

(985,221)

(947,640)

 

11,778,062

11,138,238

33,507,321

29,964,231

 

 

 

 

Sales taxes

(925,637)

(943,251)

(3,295,781)

(3,143,434)

 

 

 

 

 

Net sales

10,852,425

10,194,987

30,211,540

26,820,797

 

 

 

 

28.    Expenses by nature

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

Cost of goods sold

(7,937,658)

(7,402,606)

(22,503,689)

(19,779,644)

Personnel expenses

(1,068,504)

(1,042,497)

(2,580,346)

(2,489,375)

Outsourced services

(169,502)

(170,560)

(956,230)

(1,488,677)

Functional expenses

(508,477)

(480,817)

(1,066,533)

(618,345)

Selling expenses

(202,175)

(179,999)

(687,696)

(263,945)

Other expenses

(73,021)

(52,637)

(284,553)

(401,035)

 

(9,959,337)

(9,329,116)

(28,079,047)

(25,041,021)

 

 

 

 

Cost of goods sold

(7,937,658)

(7,402,606)

(22,503,689)

(19,779,644)

Selling expenses

(1,764,820)

(1,598,721)

(4,906,106)

(4,493,600)

General and administrative expenses

(256,859)

(327,789)

(669,252)

(767,777)

 

(9,959,337)

(9,329,116)

(28,079,047)

(25,041,021)

 

 

 

 

29.    Other operating revenue (expenses), net

 

Parent Company

 

Consolidated

 

06.30.2014

06.30.2013

 

06.30.2014

06.30.2013

 

         

Provision for legal claims

-

(163,291)

 

-

(163,291)

Indemnified amounts

(14,870)

(35,283)

 

(14,870)

(73,941)

Integration/restructuring expenses

(45,852)

(27,585)

 

(55,622)

(39,457)

Property and equipment result

(9,859)

(4,226)

 

(23,661)

(13,781)

Others

(1,649)

(13,494)

 

1,655

(67,912)

 

(72,275)

(243,879)

 

(92,498)

(358,382)

           

Other operating income

-

10,066

 

627

10,787)

Other operation expenses

(72,275)

(253,945)

 

(93,125)

(369,169)

 

(72,275)

(243,879)

 

(92,498)

(358,382)

 

 

91

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

30.   Financial result, net

 

Parent Company

Consolidated

 

06.30.2014

06.30.2013

06.30.2014

06.30.2013

 

 

 

 

Finance expenses:

 

 

 

 

Cost of debt

(258,096)

(229,727)

(472,177)

(409,400)

Cost of sales of receivables sales

(49,992)

(40,913)

(367,087)

(264,584)

Monetary restatement

(35,406)

(56,616)

(117,755)

(105,016)

Other finance expenses

(38,854)

(25,763)

(76,091)

(45,687)

Total finance expenses

(382,348)

(353,019)

(1,033,110)

(824,687)

 

 

 

 

Finance income:

 

 

 

 

Profitability in cash and cash equivalents

50,389  

66,189

200,352

176,635

Monetary restatement

51,013

40,152

120,933

88,338

Other finance income

2,510

4,138

11,666

5,701

Total finance income

103,912

110,479

332,951

270,674

 

 

 

 

Total

(278,436)

(242,540)

(700,159)

(554,013)

The hedge effects in six-month period ended at June  30, 2014 and June 30, 2013 are disclosed in Note 19(a).

 

 

92

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

31.    Earnings per share

The information of earnings per share was presented in the annual financial statements of 2013, in note 32.

The following table presents the calculation of profit available to common and preferred shareholders and the weighted average of outstanding common and preferred shares used to calculate basic and diluted earnings per share for each reported period:

 

06.30.2014

 

06.30.2013

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

 

 

 

 

 

 

 

Basic earnings allocated

328,014

180,242

508,256

 

179,483

99,182

278,665

Net income allocated available for common and preferred shareholders

328,014

180,242

508,256

 

179,483

99,182

278,665

 

 

 

 

 

 

 

 

Basic denominator (thousands of shares)

 

 

 

 

 

 

 

Weighted average of shares

164,912

99,680

264,592

 

163,986

99,680

263,666

 

 

 

 

 

 

 

 

Basic earnings per thousands of shares (R$)

1.98903

1.80821

 

 

1.09450

0.99500

 

 

 

 

 

 

 

 

 

Diluted denominator

 

 

 

 

 

 

 

Weighted average of shares

(in thousands)

164,912

99,680

264,592

 

163,986

99,680

263,666

Stock call option

317

-

317

 

1,217

-

1,217

 

 

 

 

 

 

 

 

Diluted weighted average of shares (in thousands)

165,229

99,680

264,909

 

165,203

99,680

264,883

 

 

 

 

 

 

 

 

Diluted earnings per thousands of shares (R$)

1.98521

1.80821

 

 

1.08644

0.99500

 

 

32.    Private pension plan of defined contribution

 

In July 2007, the Company established a supplementary private pension plan of defined contribution 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 amounts paid referring to the six-month period ended June 30, 2014 is R$1,962 (R$1,871 at June 30, 2013), and employees contributions is R$2,788 (R$2,380 at June 30, 2013); The plan had 945 participants at June 30, 2014 (1,012 at December 31, 2013)

 

33.    Insurance coverage

The insurance coverage at June 30, 2014 is summarized as follows:

 

 

Parent Company

Consolidated

Insured assets

Covered risks

Amount insured

Amount insured

 

 

 

Property, equipment and inventories

Assigning profit

8,165,268

20,068,361

Profit

Loss of profits

2,010,577

4,277,275

Cars and other (*)

Damages

381,049

708,697

 

 

 

 

The Company maintains specific policies referring to civil, directors and officers liability amounting to R$311,625.

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

93

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

34.    Segment information

The information of segments was presented in the annual financial statements of 2013, in note 35.

Management considers the following segments:

·      Retail – includes the banners “Pão de Açúcar”, “Minuto Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “Conviva”.

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

·      Cash & Carry – includes the banner “ASSAI”.

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

 

94

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

34.  Segment information - Continued 

Information about the segments is included in the following table:

 

Balance at 06.30.2014

Description

Retail (a)

Cash & Carry

Home appliances

E-commerce

Total

Eliminations (b)

Total

 

 

 

 

 

 

 

Net sales revenue

12,892,679

3,777,664

10,973,840

2,593,129

30,237,312

(25,772)

30,211,540

Gross profit

3,539,395

512,746

3,410,135

252,534

7,714,810

(6,959)

7,707,851

Depreciation and amortization

(271,099)

(37,138)

(68,001)

(6,343)

(382,581)

-

(382,581)

Equity pickup

34,845

-

14,307

-

49,152

-

49,152

Operating income

678,886

81,037

908,298

38,345

1,706,566

-

1,706,566

Finance expenses

(422,417)

(34,007)

(496,176)

(107,710)

(1,060,310)

27,200

(1,033,110)

Finance income

173,424

8,598

169,535

8,594

360,151

(27,200)

332,951

Earnings before income and social contribution taxes

429,893

55,628

581,657

(60,771)

1,006,407

-

1,006,407

Income and social contribution taxes

(112,408)

(19,083)

(198,504)

20,460

(309,535)

-

(309,535)

Profit (loss) for the year

317,484

36,545

383,153

(40,310)

696,872

-

696,872

 

 

 

 

 

 

 

Current assets

5,239,619

1,167,279

8,265,248

998,078

15,670,224

(845)

15,669,379

Noncurrent assets

13,963,101

1,403,538

4,513,812

722,111

20,602,562

(809,799)

19,792,763

Current liabilities

5,071,670

1,427,757

7,212,410

1,383,092

15,094,929

(498,150)

14,596,779

Noncurrent liabilities

5,669,189

172,929

1,600,438

321,841

7,764,397

(312,494)

7,451,903

Equity

8,461,861

970,131

3,966,212

15,256

13,413,460

-

13,413,460

 

95

 


 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of Brazilian reais, unless otherwise stated)

 

34.   Segment information – Continued

 

Balance at 06.30.2013

Description

Retail (a)

Cash & Carry

Home appliances

E-commerce

Total

Eliminations (b)

Total

 

 

 

 

 

 

 

 

Net sales

12,020,381

2,738,131

10,255,838

1,806,447

26,820,797

-

26,820,797

Gross profit

3,360,241

375,332

3,153,182

152,398

7,041,153

-

7,041,153

Depreciation and amortization

(295,935)

(25,423)

(65,893)

(2,784)

(390,035)

-

(390,035)

Equity accounting

9,875

-

2,902

-

12,777

-

12,777

Operating income

368,425

59,356

599,489

16,866

1,044,136

-

1,044,136

Finance expenses

(394,813)

(19,721)

(363,167)

(59,976)

(837,677)

12,990

(824,687)

Finance income

165,716

11,359

102,430

4,159

283,664

(12,990)

270,674

Earnings before income and social contribution taxes

139,329

50,993

338,752

(38,951)

490,123

-

490,123

Income and social contribution taxes

(14,732)

(18,074)

(117,586)

12,504

(137,888)

-

(137,888)

Profit (loss) for the year

124,596

32,919

221,167

(26,447)

352,235

-

352,235

 

 

 

 

 

 

 

 

December 31, 2013

 

 

 

 

 

 

 

Current assets

7,087,919

1,358,757

8,753,861

1,412,263

18,612,800

(3,065)

18,609,735

Noncurrent assets

12,717,447

2,456,542

4,376,438

550,254

20,100,681

(702,064)

19,398,617

Current liabilities

5,379,993

2,603,726

7,833,044

1,901,120

17,717,883

(705,129)

17,012,754

Noncurrent liabilities

6,300,186

278,946

1,697,586

6,916

8,283,634

-

8,283,634

Equity

8,125,187

932,627

3,599,669

54,481

12,711,964

-

12,711,964

 

 

 

 

 

 

 

 

a) Retail segment includes GPA Malls & Properties.

b) Eliminations consists on intercompany balances.

 

 

 

 

                                                                    

 

96

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the financial statements

June 30, 2014

(In thousands of reais, unless 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:

 

06.30.2014

06.30.2013

 

 

Food

55.2%

55.0%

Non-food

44.8%

45.0%

Total sales

100.0%

100.0%

 

 

 

At June 30, 2014, capital expenditures (Capex) were as follows:

 

06.30.2014

06.30.2013

 

 

Food

404,513

678,228

Non-food

182,952

148,694

Total capital expenditures

587,465

826,922

 

35.   Subsequent events

a) Prepaid dividends

 

Prepaid dividends related to the second quarter of 2014 will be antecipated, according to the Dividend Policy of the Company, in the total amount of R$35,818, of which R$0.14 per preferred share and R$0.127272 per common share. The dividends will be paid at August 13, 2014. All the shares shall be entitled to dividends on August 01, 2014 base date. As of August 04, 2014, the shares shall be negotiated “ex-rights” to the dividends payment date.

97

 


 

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

 

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

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 06/30/2014
(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

24.67%

SUDACO PARTICIPAÇÕES LTDA.

28,619,178

28.71%

-

0.00%

28,619,178

10.79%

COFIDOL SAS *

-

0.00%

8,907,123

5.38%

8,907,123

3.36%

CASINO GUICHARD PERRACHON *

5,600,052

5.62%

-

0.00%

5,600,052

2.11%

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%

TREASURY SHARES

-

0.00%

232,586

0.14%

232,586

0.09%

OTHER

60,621

0.06%

155,337,536

93.88%

155,398,157

58.61%

TOTAL

99,679,851

100.00%

165,457,940

100.00%

265,137,791

100.00%

(*) Foreign Company

 

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 06/30/2014
(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%

 

 

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

SUDACO PARTICIPAÇÕES LTDA

Shareholding at 06/30/2014
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

PUMPIDO PARTICIPAÇÕES LTDA

3,585,804,573

100.00%

3,585,804,573

100.00%

TOTAL

3,585,804,573

100.00%

3,585,804,573

100.00%

 

 

 

 

 

 

 

98

 


 

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

 

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Other Information Deemed as Relevant by the Company

 

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

PUMPIDO PARTICIPAÇÕES LTDA

Shareholding at 06/30/2014
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

SEGISOR*

3,633,544,694

100.00%

3,633,544,694

100.00%

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

SEGISOR

Shareholding at 06/30/2014
(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

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 06/30/2014

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

9,887,818

5.98%

109,507,048

41.30%

 

           

Management

           

Board of Directors

-

0.00%

3

0.00%

3

0.00%

Board of Executive Officers

-

0.00%

124,256

0.08%

124,256

0.05%

 

           

Fiscal Council

-

0.00%

-

0.00%

-

0.00%

 

           

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

           

Other Shareholders

60,621

0.06%

155,212,277

93.81%

155,272,898

58.56%

 

           

Total

99,679,851

100.00%

165,457,940

100.00%

265,137,791

100.00%

 

           

Outstanding Shares

60,621

0.06%

155,213,277

93.81%

155,273,898

58.56%

 

 

 

99

 


 

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

 

ITR – Quarterly Financial Information – June 30, 2014 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Other Information Deemed as Relevant by the Company

 

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 06/30/2013

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling parties

99,619,331

99.94%

33,199,379

20.17%

132,818,710

50.25%

             

Management

           

Board of Directors

100

0.00%

11

0.00%

111

0.00%

Board of Executive Officers

-

0.00%

214,428

0.13%

214,428

0.08%

             

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

             

Other Shareholders

60,420

0.06%

130,964,627

79.56%

131,025,047

49.58%

             

Total

99,679,851

100.00%

164,612,031

100.00%

264,291,882

100.00%

             

Outstanding Shares

60,420

0.06%

130,964,627

79.56%

131,025,047

49.58%

 

 

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:  July 24, 2014 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.