cbditr3q13_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 October, 2013

           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  


 

 

 

(Convenience Translation into English from the

Original Previously Issued in Portuguese)

 

 

 

Companhia Brasileira de Distribuição

Individual and Consolidated Interim

Financial Information for the

Quarter Ended September 30, 2013 and

Report on Review of Interim Financial

Information

 

Deloitte Touche Tohmatsu Auditores Independentes

 

Page 0 of 121


 

Deloitte Touche Tohmatsu

 

(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 quarter ended September 30, 2013, which comprises the balance sheet as of September 30, 2013 and the related statements of income and comprehensive income for the three- and nine-month periods then ended, and changes in equity and cash flows for the nine-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.

 

 


 

 

 

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 nine-month period ended September 30, 2013, 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.

São Paulo, October 16, 2013

 

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

 

 

 

Page 0 of 121


 

 

 

 

 

 

 

 

 

 

Quarterly Financial Information

Companhia Brasileira de Distribuição

September 30, 2013

 

 

 

 

 

 


 

 

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

 

ITR –– Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

 

Version: 1

 

Table of Contents

Company Information

 

Capital Breakdown

1

Cash Dividends

2

Individual Quarterly Financial Information

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Income Statement

6

Comprehensive Income for the Period

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 9/30/2013

9

1/1/2012 to 9/30/2012

10

Statement of Value Added

11

Consolidated Quarterly Financial Information

 

Balance Sheet - Assets

12

Balance Sheet - Liabilities

13

Income Statement

15

Comprehensive Income for the Period

16

Statement of Cash Flows

17

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 9/30/2013

18

1/1/2012 to 9/30/2012

19

Statement of Value Added

20

Comments on the Company`s Performance

21

Notes to the Quarterly Financial Information

41

Other Information Deemed as Relevant by the Company

113

Report on Review of Interim Financial Information

115

 

 

 

                                                                                                                                                                                                                                                                                           Page 0


 

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

 

ITR –– Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

 

Version: 1

 

 

Company Information / Capital Breakdown

 

Number of Shares

(thousand)

Current Quarter

09/30/2013

 

Paid in Capital

 

 

Common

99,680

 

Preferred

164,638

 

Total

264,318

 

Treasury Shares

 

 

Common

-

 

Preferred

233

 

Total

233

 

 

 

Page 1


 

 

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

 

ITR –– Quarterly Financial Information – September 30, 2013 – 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

04/25/2013

Dividend

05/16/2013

Common

-

0.11818

Board of Directors Meeting

04/25/2013

Dividend

05/16/2013

Preferred

-

0.13000

Board of Directors Meeting

07/19/2013

Dividend

08/01/2013

Common

-

0.11818

Board of Directors Meeting

07/19/2013

Dividend

08/01/2013

Preferred

-

0.13000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                                                                                                                                                                                           Page 2


 

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

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information/ Balance Sheet - Assets

 

R$ (in thousands)

Code

Description

Current Quarter

09/30/2013

Previous Year

12/31/2012

1

Total Assets

20,889,613

22,009,548

1.01

Current Assets

4,069,851

5,783,263

1.01.01

Cash and Cash Equivalents

1,286,277

2,890,331

1.01.03

Accounts Receivable

249,507

513,783

1.01.03.01

Trade Accounts Receivable

225,322

492,642

1.01.03.02

Other Accounts Receivable

24,185

21,141

1.01.04

Inventories

2,070,310

2,132,697

1.01.06

Recoverable Taxes

222,338

193,714

1.01.06.01

Current Recoverable Taxes

222,338

193,714

1.01.07

Prepaid Expenses

72,332

30,096

1.01.08

Other Current Assets

169,087

22,642

1.01.08.01

Noncurrent Assets Held for Sales

8,853

-

1.01.08.03

Other

160,234

22,642

1.02

Noncurrent Assets

16,819,762

16,226,285

1.02.01

Long-term Assets

1,685,170

2,564,888

1.02.01.03

Accounts Receivable

23,554

25,740

1.02.01.03.02

Other Accounts Receivable

23,554

25,740

1.02.01.06

Deferred Taxes

211,548

185,491

1.02.01.06.01

Deferred Income and Social Contribution Taxes

211,548

185,491

1.02.01.07

Prepaid Expenses

39,586

49,064

1.02.01.08

Receivables from Related Parties

608,487

1,538,567

1.02.01.08.02

Receivables from Subsidiaries

556,481

1,470,807

1.02.01.08.03

Receivables from Controlling Shareholders

-

6,258

1.02.01.08.04

Receivables from Other Related Parties

52,006

61,502

1.02.01.09

Other Noncurrent Assets

801,995

766,026

1.02.01.09.04

Recoverable Taxes

259,508

217,651

1.02.01.09.05

Restricted Deposits for Legal Proceeding

542,487

548,375

1.02.02

Investments

8,049,540

6,736,527

1.02.02.01

Investments in Associates

8,049,540

6,736,527

1.02.02.01.02

Investments in Subsidiaries

8,049,540

6,736,527

1.02.03

Property and Equipment, net

5,958,294

5,816,754

1.02.03.01

In Use

5,826,758

5,655,444

1.02.03.02

Leased properties

34,062

50,993

1.02.03.03

In Progress

97,474

110,317

1.02.04

Intangible Assets

1,126,758

1,108,116

1.02.04.01

Intangible Assets

1,126,758

1,108,116

Page 3


 

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

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Current Quarter

09/30/2013

Previous Year

12/31/2012

2

Total Liabilities

20,889,613

22,009,548

2.01

Current Liabilities

6,922,280

7,097,599

2.01.01

Payroll and Related Charges

393,295

330,884

2.01.01.01

Payroll Liabilities

48,029

45,802

2.01.01.02

Social Security Liabilities

345,266

285,082

2.01.02

Trade Accounts Payable

1,814,792

2,357,379

2.01.02.01

Local Trade Accounts Payable

1,743,574

2,294,756

2.01.02.02

Foreign Trade Accounts Payable

71,218

62,623

2.01.03

Taxes and Contributions Payable

113,833

101,508

2.01.03.01

Federal Tax Liabilities

94,867

76,601

2.01.03.01.01

Income and Social Contribution Tax Payable

75,013

-

2.01.03.01.02

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

19,854

76,601

2.01.03.02

State Tax Liabilities

18,966

24,907

2.01.04

Loans and Financing

2,096,082

1,418,852

2.01.04.01

Loans and Financing

975,371

802,033

2.01.04.01.01

In Local Currency

810,261

228,566

2.01.04.01.02

In Foreign Currency

165,110

573,467

2.01.04.02

Debentures

1,089,307

549,956

2.01.04.03

Financing by Leasing

31,404

66,863

2.01.05

Other Liabilities

2,502,819

2,864,426

2.01.05.01

Related Parties

2,114,632

2,246,087

2.01.05.01.01

Debts with Associated Companies

5,689

4,033

2.01.05.01.02

Debts with Subsidiaries

2,096,311

2,226,298

2.01.05.01.03

Debts with Controlling Shareholders

143

-

2.01.05.01.04

Debts with Others Related Parties

12,489

15,756

2.01.05.02

Other

388,187

618,339

2.01.05.02.01

Dividends and Interest on Equity Payable

902

166,507

2.01.05.02.04

Utilities

6,405

6,343

2.01.05.02.05

Rent Payable

33,840

33,258

2.01.05.02.06

Advertisement Payable

33,223

42,103

2.01.05.02.07

Pass-through to Third Parties

7,890

10,974

2.01.05.02.08

Financing Related to Acquisition of Real Estate

38,492

88,181

2.01.05.02.09

Taxes Payable in Installments

133,645

147,172

2.01.05.02.11

Other Accounts Payable

133,790

123,801

2.01.06

Provisions

1,459

24,550

2.01.06.02

Other Provisions

1,459

24,550

2.01.06.02.02

Provisions for Restructuring

1,459

24,550

2.02

Noncurrent Liabilities

4,937,431

6,417,224

2.02.01

Loans and Financing

3,333,727

4,903,336

2.02.01.01

Loans and Financing

1,106,103

1,823,159

2.02.01.01.01

In Local Currency

1,106,103

1,662,523

2.02.01.01.02

In Foreign Currency

-

160,636

2.02.01.02

Debentures

2,097,631

2,942,111

2.02.01.03

Financing by Leasing

129,993

138,066

2.02.02

Other Liabilities

1,056,245

1,168,205

2.02.02.02

Other

1,056,245

1,168,205

2.02.02.02.03

Taxes Payable by Installments

1,009,050

1,119,029

2.02.02.02.04

Other Accounts Payable

47,195

49,176

 

 

 

 

Page 4


 

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

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

 

Code

Description

Current Quarter

09/30/2013

Previous Year

12/31/2012

2.02.04

Provision for Contingencies

547,459

345,683

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

547,459

345,683

2.02.04.01.01

Tax Provisions

303,863

169,056

2.02.04.01.02

Social Security and Labor Provisions

185,614

112,417

2.02.04.01.04

Civil Provisions

57,982

64,210

2.03

Shareholders’ Equity

9,029,902

8,494,725

2.03.01

Paid-in Capital Stock

6,759,809

6,710,035

2.03.02

Capital Reserves

220,092

228,459

2.03.02.02

Special Goodwill Reserve

-

38,025

2.03.02.04

Granted Options

212,694

183,036

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,555,487

1,556,231

2.03.04.01

Legal Reserve

300,808

300,808

2.03.04.05

Retention of Profits Reserve

794,122

794,865

2.03.04.10

Expansion Reserve

460,557

460,558

2.03.05

Retained Earnings/ Accumulated Losses

494,514

-

 

 

Page 5


 

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

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Statement of Income

 

R$ (in thousands)

Code

Description

YTD Current

Period

7/1/2013 to 9/30/2013

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Current

Period

7/1/2012 to 9/30/2012

YTD Current

Period

1/1/2012 to 9/30/2012

3.01

Net Sales from Goods and/or Services

5,253,119

15,407,167

4,602,262

13,742,641

3.02

Cost of Goods Sold and/or Services Sold

(3,875,009)

(11,277,615)

(3,409,569)

(10,199,613)

3.03

Gross Profit

1,378,110

4,129,552

1,192,693

3,543,028

3.04

Operating Income/Expenses

(913,730)

(3,111,123)

(849,584)

(2,460,281)

3.04.01

Selling Costs

(789,176)

(2,346,958)

(668,629)

(2,038,894)

3.04.02

General and Administrative

(158,622)

(486,411)

(164,621)

(453,006)

3.04.04

Other Operating Expense

(5,023)

817

8,028

(6,826)

3.04.04.01

Income Related to Fixed Assets

5,043

817

(3,712)

(18,568)

3.04.04.02

Other Operating Income

(10,066)

-

11,740

11,742

3.04.05

Other Operating Expenses

(114,966)

(564,428)

(123,896)

(285,087)

3.04.05.01

Depreciation/Amortization

(105,877)

(305,620)

(89,760)

(249,384)

3.04.05.03

Other Operating Expenses

(9,089)

(258,808)

(34,136)

(35,703)

3.04.06

Equity Pickup

154,057

285,857

99,534

323,532

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

464,380

1,018,429

343,109

1,082,747

3.06

Net Financial Expenses

(142,454)

(384,994)

(119,972)

(343,501)

3.06.01

Financial Revenue

49,769

160,248

78,991

253,335

3.06.02

Financial Expenses

(192,223)

(545,242)

(198,963)

(596,836)

3.07

Earnings Before Income and Social Contribution Taxes

321,926

633,435

223,137

739,246

3.08

Income and Social Contribution Taxes

(39,817)

(72,661)

(34,513)

(129,381)

3.08.01

Current

(52,014)

(98,718)

(24,292)

(105,840)

3.08.02

Deferred

12,197

26,057

(10,221)

(23,541)

3.09

Net Income from Continued Operations

282,109

560,774

188,624

609,865

3.11

Net Income for the Period

282,109

560,774

188,624

609,865

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Earnings Basic per Share

 

 

 

 

3.99.01.01

ON

1.01

2.00

0.68

2.19

3.99.01.02

PN

1.11

2.20

0.75

2.41

3.99.02

Earnings Diluted per Share

 

 

 

 

3.99.02.01

ON

1.00

2.00

0.68

2.19

3.99.02.02

PN

1.10

2.19

0.74

2.39

 

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

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Period

7/1/2013 to 9/30/2013

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

7/1/2012 to 9/30/2012

YTD Previous

Period

1/1/2012 to 9/30/2012

4.01

Net Income for the Period

282,109

560,774

188,624

609,865

4.03

Comprehensive Income for the Period

282,109

560,774

188,624

609,865

 

Page 7


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Version: 1

 

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

 

R$ (in thousands)

Code

Description

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

1/1/2012 to 9/30/2012

6.01

Net Cash Flow Operating Activities

398,985

(213,551)

6.01.01

Cash Provided by the Operations

1,309,938

1,072,150

6.01.01.01

Net Income for the Period

560,774

609,865

6.01.01.02

Deferred Income and Social Contribution Taxes

(26,057)

23,541

6.01.01.03

Results from Disposal of Fixed Assets

(817)

18,568

6.01.01.04

Depreciation/Amortization

333,056

274,397

6.01.01.05

Net Finance Results

420,104

432,715

6.01.01.06

Adjustment to Present Value

808

(15,966)

6.01.01.07

Equity Pickup

(285,857)

(323,532)

6.01.01.08

Provision for Contingencies

197,162

23,698

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

2,706

(3,324)

6.01.01.10

Share-based Payment

29,658

27,794

6.01.01.11

Provision for Obsolescence/Shrinkage

(3,556)

2,484

6.01.01.13

Allowance for doubtful accounts

(43)

1,910

6.01.01.14

Noncurrent expenses

82,000

-

6.01.02

Changes in Assets and Liabilities

(910,953)

(1,285,701)

6.01.02.01

Accounts Receivable

267,401

144,681

6.01.02.02

Inventories

65,943

2,939

6.01.02.03

Recoverable Taxes

(70,852)

(27,488)

6.01.02.04

Other Assets

(40,394)

(27,683)

6.01.02.05

Related Parties

(367,945)

(666,513)

6.01.02.06

Restricted Deposits for Legal Proceeding

(77,463)

(52,224)

6.01.02.07

Trade Accounts Payable

(542,587)

(572,021)

6.01.02.08

Payroll Charges

62,411

54,951

6.01.02.09

Taxes and Social Contributions Payable

(153,500)

(150,305)

6.01.02.10

Other Accounts Payable

(31,404)

25,866

6.01.02.11

Contingencies

(22,563)

(17,904)

6.02

Net Cash Flow Investment Activities

(536,741)

(525,113)

6.02.02

Acquisition of Property and Equipment

(491,173)

(529,050)

6.02.03

Increase Intangible Assets

(68,239)

(3,531)

6.02.04

Sales of Property and Equipment

22,671

7,468

6.03

Net Cash Flow Financing Activities

(1,466,298)

888,734

6.03.01

Capital Increase/Decrease

11,749

13,094

6.03.02

Additions

-

1,527,273

6.03.03

Payments

(1,032,407)

(405,580)

6.03.04

Interest Paid

(213,775)

(87,544)

6.03.05

Payment of Dividends

(231,865)

(158,509)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,604,054)

150,070

6.05.01

Cash and Cash Equivalents at the Beginning of Period

2,890,331

2,328,783

6.05.02

Cash and Cash Equivalents at the End of Period

1,286,277

2,478,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 8


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Statement of Changes in Shareholders’ Equity – 01/01/2013 to 09/30/2013

 

R$ (in thousands)

 

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

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

49,774

(8,367)

-

(66,260)

(24,853)

5.04.01

Capital Increases

11,749

-

-

-

11,749

5.04.03

Granted Options

-

29,658

-

-

29,658

5.04.06

Dividends

-

-

-

(66.260)

(66,260)

5.04.08

Reserves Capitalization

38,025

(38,025)

-

-

-

5.05

Total Comprehensive Income

-

-

-

560,774

560,774

5.05.01

Net Income for the Period

-

-

-

560,774

560,774

5.06

Internal Changes of Shareholders’ Equity

-

-

(744)

-

(744)

5.06.04

Gain (Loss) in Equity Interest

-

-

(744)

-

(744)

5.07

Closing Balance

6,759,809

220,092

1,555,487

494,514

9,029,902

 

 

Page 9


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 09/30/2012

R$ (in thousands)

 

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Shareholders’ Equity

5.01

Opening Balance

6,129,405

384,342

1,111,526

-

7,625,273

5.03

Restated Opening Balance

6,129,405

384,342

1,111,526

-

7,625,273

5.04

Capital Transactions with Shareholders

572,413

(173,111)

(358,415)

(55,727)

(14,840)

5.04.01

Capital Increases

13,093

-

-

-

13,093

5.04.03

Granted Options

-

27,794

-

-

27,794

5.04.06

Dividends

-

-

-

(55,727)

(55,727)

5.04.08

Capitalization of Reserve

559,320

(200,905)

(358,415)

-

-

5.05

Total Comprehensive Income

-

-

-

609,865

609,865

5.05.01

Net Income for the Period

-

-

-

609,865

609,865

5.06

Internal Changes of Shareholders’ Equity

-

-

476

-

476

5.06.04

Gain (Loss) in Equity Interest

-

-

476

-

476

5.07

Closing Balance

6,701,818

211,231

753,587

554,138

8,220,774

 

 

 

 

 

 

 

 

Page 10


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Statement of Value Added

 

R$ (in thousands)

 

Code

Description

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

1/1/2012 to 9/30/2012

7.01

Revenues

16,881,694

15,134,076

7.01.01

Sales of Goods, Products and Services

16,791,136

15,086,412

7.01.02

Other Revenues

90,515

49,574

7.01.04

Allowance for/Reversal of Doubtful Accounts

43

(1,910)

7.02

Raw Materials Acquired from Third Parties

(13,299,084)

(12,046,496)

7.02.01

Costs of Products, Goods and Services Sold

(11,871,472)

(10,914,034)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,427,612)

(1,132,462)

7.03

Gross Added Value

3,582,610

3,087,580

7.04

Retention

(333,056)

(274,397)

7.04.01

Depreciation and Amortization

(333,056)

(274,397)

7.05

Net Added Value Produced

3,249,554

2,813,183

7.06

Added Value Received in Transfer

446,105

576,867

7.06.01

Equity Pickup

285,857

323,532

7.06.02

Financial Revenue

160,248

253,335

7.07

Total Added Value to Distribute

3,695,659

3,390,050

7.08

Distribution of Added Value

3,695,659

3,390,050

7.08.01

Personnel

1,581,774

1,309,825

7.08.01.01

Direct Compensation

1,077,817

908,054

7.08.01.02

Benefits

11,570

301,893

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

397,220

79,667

7.08.01.04

Other

95,167

20,211

7.08.02

Taxes, Fees and Contributions

675,681

596,500

7.08.02.01

Federal

446,860

410,677

7.08.02.02

State

155,742

113,990

7.08.02.03

Municipal

73,079

71,833

7.08.03

Value Distributed to Providers of Capital

877,430

873,860

7.08.03.01

Interest

545,242

596,836

7.08.03.02

Rentals

332,188

277,024

7.08.04

Value Distributed to Shareholders

560,774

609,865

7.08.04.03

Retained Earnings for the Period

560,774

609,865

 

 

Page 11


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet - Assets

 

R$ (in thousands)

 

Code

Description

 

Current Quarter

09/30/2013

 

Previous Year

12/31/2012

1

Total Assets

33,575,523

34,832,108

1.01

Current Assets

14,849,309

16,680,302

1.01.01

Cash and Cash Equivalents

4,780,019

7,086,251

1.01.02

Financial Investments

23,270

-

1.01.02.01

Financial Investments Measured Fair Value

23,270

-

1.01.02.01.03

Marketable Securities

23,270

-

1.01.03

Accounts Receivable

2,577,659

2,867,556

1.01.03.01

Trade Accounts Receivable

2,364,987

2,646,079

1.01.03.02

Other Accounts Receivable

212,672

221,477

1.01.04

Inventories

6,251,715

5,759,648

1.01.06

Recoverable Taxes

976,042

871,021

1.01.06.01

Current Recoverable Taxes

976,042

871,021

1.01.07

Prepaid Expenses

155,239

66,792

1.01.08

Other Current Assets

85,365

29,034

1.01.08.01

Noncurrent Assets for Sales

51,780

-

1.01.08.03

Other

33,585

29,034

1.02

Noncurrent Assets

18,726,214

18,151,806

1.02.01

Long-term Assets

4,741,400

4,699,323

1.02.01.03

Accounts Receivable

688,648

664,896

1.02.01.03.01

Trade Accounts Receivable

113,285

108,499

1.02.01.03.02

Other Accounts Receivable

575,363

556,397

1.02.01.04

Inventories

172,280

172,280

1.02.01.06

Deferred Taxes

1,024,605

1,078,842

1.02.01.06.01

Deferred Income and Social Contribution Taxes

1,024,605

1,078,842

1.02.01.07

Prepaid Expenses

51,045

61,892

1.02.01.08

Receivables from Related Parties

200,159

178,420

1.02.01.08.03

Receivables from Controlling Shareholders

-

6,258

1.02.01.08.04

Receivables from Other Related Parties

200,159

172,162

1.02.01.09

Other Noncurrent Assets

2,604,663

2,542,993

1.02.01.09.04

Recoverable Taxes

1,244,346

1,231,642

1.02.01.09.05

Restricted Deposits for Legal Proceeding

998,038

952,294

1.02.01.09.07

Financial Instruments - Option to Put/Call

362,279

359,057

1.02.02

Investments

389,551

362,429

1.02.02.01

Investments in Associates

389,551

362,429

1.02.02.01.01

Investments in Associates

302,216

275,094

1.02.02.01.04

Other Equity Interest

87,335

87,335

1.02.03

Property and Equipment, net

8,659,711

8,114,498

1.02.03.01

In Use

8,369,561

7,761,755

1.02.03.02

Leased Properties

106,843

148,112

1.02.03.03

In Progress

183,307

204,631

1.02.04

Intangible Assets

4,935,552

4,975,556

1.02.04.01

Intangible Assets

4,935,552

4,975,556

 

 

Page 12


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

 

Current Quarter

09/30/2013

 

Previous Year

12/31/2012

2

Total Liabilities

33,575,523

34,832,108

2.01

Current Liabilities

13,234,808

13,391,267

2.01.01

Payroll and Related Charges

939,219

728,970

2.01.01.01

Payroll Liabilities

144,852

190,127

2.01.01.02

Social Security Liabilities

794,367

538,843

2.01.02

Trade Accounts Payable

5,681,576

6,240,356

2.01.02.01

Local Trade Payable

5,591,988

6,150,533

2.01.02.02

Foreign Trade Payable

89,588

89,823

2.01.03

Taxes and Contribution Payable

601,989

650,761

2.01.03.01

Federal Tax Liabilities

414,361

410,893

2.01.03.01.01

Income and Social Contribution Taxes Payable

136,924

93,759

2.01.03.01.02

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

277,437

317,134

2.01.03.02

State Tax Liabilities

182,174

233,154

2.01.03.03

Municipal Tax Liabilities

5,454

6,714

2.01.04

Loans and Financing

4,748,567

4,211,150

2.01.04.01

Loans and Financing

3,596,428

3,459,652

2.01.04.01.01

In Local Currency

3,390,868

2,754,029

2.01.04.01.02

In Foreign Currency

205,560

705,623

2.01.04.02

Debentures

1,104,229

668,444

2.01.04.03

Financing by Leasing

47,910

83,054

2.01.05

Other Liabilities

1,261,998

1,535,480

2.01.05.01

Related Parties

34,870

80,399

2.01.05.01.01

Debts with Subsidiaries

22,049

64,181

2.01.05.01.04

Debts with Other Related Parties

12,821

16,218

2.01.05.02

Other

1,227,128

1,455,081

2.01.05.02.01

Dividends

99,910

168,798

2.01.05.02.04

Utilities

24,941

22,801

2.01.05.02.05

Rent Payable

50,488

51,377

2.01.05.02.06

Advertisement Payable

69,044

112,976

2.01.05.02.07

Pass-through to Third Parties

157,206

224,099

2.01.05.02.08

Financing Related to Acquisition of Real Estate

53,992

88,181

2.01.05.02.09

Deferred Revenues

82,726

92,120

2.01.05.02.10

Taxes Payable in Installments

142,219

155,368

2.01.05.02.11

Companies’ Acquisition

68,361

63,021

2.01.05.02.12

Other Accounts Payable

478,241

476,340

2.01.06

Provisions

1,459

24,550

2.01.06.02

Other Provisions

1,459

24,550

2.01.06.02.02

Provisions for Restructuring

1,459

24,550

2.02

Noncurrent Liabilities

8,688,227

10,372,890

2.02.01

Loans and Financing

4,741,535

6,281,104

2.02.01.01

Loans and Financing

1,703,218

2,377,214

2.02.01.01.01

In Local Currency

1,703,218

2,176,652

2.02.01.01.02

In Foreign Currency

-

200,562

2.02.01.02

Debentures

2,897,320

3,741,353

2.02.01.03

Financing by Leasing

140,997

162,537

2.02.02

Other Liabilities

1,325,618

1,708,384

2.02.02.02

Other

1,325,618

1,708,384

2.02.02.02.03

Taxes Payable by Installments

1,091,189

1,204,543

2.02.02.02.04

Other Accounts Payable

128,778

345,640

2.02.02.02.05

Accounts Payable Related to Acquisition of Companies

105,651

158,201

2.02.03

Deferred Taxes

1,089,582

1,137,376

 

 

 

Page 13


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

 

Code

Description

 

Current Quarter

09/30/2013

 

Previous Year

12/31/2012

2.02.03.01

Deferred Income and Social Contribution Taxes

1,089,582

1,137,376

2.02.04

Provisions for Contingencies

1,101,321

774,361

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

1,101,321

774,361

2.02.04.01.01

Tax Provisions

616,203

450,639

2.02.04.01.02

Social Security and Labor Provisions

321,631

190,836

2.02.04.01.04

Civil Provisions

163,487

132,886

2.02.06

Deferred Revenues

430,171

471,665

2.02.06.02

Deferred Revenues

430,171

471,665

2.03

Consolidated Shareholders’ Equity

11,652,488

11,067,951

2.03.01

Paid-in Capital Stock

6,759,809

6,710,035

2.03.02

Capital Reserves

220,092

228,459

2.03.02.02

Special Goodwill Reserve

-

38,025

2.03.02.04

Granted Options

212,694

183,036

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,555,487

1,556,231

2.03.04.01

Legal Reserve

300,808

300,808

2.03.04.05

Profit Retention Reserve

794,122

794,865

2.03.04.10

Expansion Reserve

460,557

460,558

2.03.05

Retained Earnings/ Accumulated Losses

494,514

-

2.03.09

Noncontrolling Interest

2,622,586

2,573,226

 

 

Page 14


 

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

                                                                           

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Statement of Income

R$ (in thousands)

Code

Description  

YTD Current

Period

7/1/2013 to 9/30/2013

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

7/1/2011 to 9/30/2011

YTD Previous

Period

1/1/2012 to 9/30/2012

3.01

Net Sales from Goods and/or Services

14,077,085

40,842,869

12,155,164

36,340,034

3.02

Cost of Goods Sold and/or Services Sold

(10,355,955)

(30,037,937)

(8,964,341)

(26,675,839)

3.03

Gross Profit

3,721,130

10,804,932

3,190,823

9,664,195

3.04

Operating Income/Expenses

(2,906,356)

(8,946,022)

(2,621,469)

(7,910,512)

3.04.01

Selling Costs

(2,330,363)

(6,866,612)

(2,032,372)

(6,130,003)

3.04.02

General and Administrative

(374,533)

(1,142,310)

(369,638)

(1,223,270)

3.04.04

Other Operating Income

1,654

(1,372)

9,811

42,805

3.04.04.01

Income Related to Fixed Assets

7,505

(6,308)

(5,566)

(8,533)

3.04.04.02

Other Operating Income

(5,851)

4,936

15,377

51,338

3.04.05

Other Operating Expenses

(218,687)

(964,078)

(238,948)

(611,907)

3.04.05.01

Depreciation/Amortization

(200,968)

(591,003)

(203,794)

(555,473)

3.04.05.03

Other Operating Expenses

(17,719)

(373,075)

(35,154)

(56,434)

3.04.06

Equity Pickup

15,573

28,350

9,678

11,863

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

814,774

1,858,910

569,354

1,753,683

3.06

Net finance expenses

(311,563)

(865,576)

(271,935)

(892,413)

3.06.01

Financial Revenue

145,504

416,178

162,678

459,315

3.06.02

Financial Expenses

(457,067)

(1,281,754)

(434,613)

(1,351,728)

3.07

Earnings Before Income and Social Contribution Taxes

503,211

993,334

297,419

861,270

3.08

Income and Social Contribution Taxes

(146,679)

(284,567)

(87,470)

(243,866)

3.08.01

Current

(135,432)

(278,124)

(57,364)

(160,350)

3.08.02

Deferred

(11,247)

(6,443)

(30,106)

(83,516)

3.09

Net Income from Continued Operations

356,532

708,767

209,949

617,404

3.11

Consolidated Net Income/Loss for the Period

356,532

708,767

209,949

617,404

3.11.01

Attributed to Partners of Parent Company

282,109

560,774

188,624

609,865

3.11.02

Attributed to Noncontrolling Shareholders

74,423

147,993

21,325

7,539

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Earnings Basic per Share

 

 

 

 

3.99.01.01

ON

1.01

2.00

0.68

2.19

3.99.01.02

PN

1.11

2.20

0.75

2.41

3.99.02

Earnings Diluted per Share

 

 

 

 

3.99.02.01

ON

1.01

2.00

0.68

2.19

3.99.02.02

PN

1.10

2.19

0.74

2.39

 

 

Page 15


 

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

                                                                           

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Period

7/1/2013 to 9/30/2013

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

7/1/2012 to 9/30/2012

YTD Previous

Period

1/1/2012 to 9/30/2012

4.01

Net Income for the Period

356,532

708,767

209,949

617,404

4.03

Comprehensive Income for the Period

356,532

708,767

209,949

617,404

4.03.01

Attributed to Controlling Shareholders

282,109

560,774

188,624

609,865

4.03.02

Attributed to Non-Controlling Shareholders

74,423

147,993

21,325

7,539

 

 

Page 16


 

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

                                                                           

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

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

 

R$ (in thousands)

 

Code

Description

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

1/1/2012 to 9/30/2012

6.01

Net Cash Flow Operating Activities

809,999

635,564

6.01.01

Cash Provided by the Operations

2,878,149

2,368,071

6.01.01.01

Net Income for the Period

708,767

617,404

6.01.01.02

Deferred Income and Social Contribution Taxes

6,443

83,516

6.01.01.03

Results from Disposal of Fixed Assets

6,308

8,533

6.01.01.04

Depreciation/Amortization

648,175

617,411

6.01.01.05

Net Finance Results

700,274

902,848

6.01.01.06

Adjustment to Present Value

6,871

(21,703)

6.01.01.07

Equity Pickup

(28,350)

(11,863)

6.01.01.08

Payment Provision for Contingencies

310,076

57,413

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

2,809

(23,160)

6.01.01.10

Share-Based payment

29,658

27,794

6.01.01.11

Allowance for Doubtful Accounts

350,729

204,805

6.01.01.12

Provision for Obsolescence/Shrinkage

(10,055)

29,113

6.01.01.13

Gain (Loss) in Equity Interest Dilution

-

(24,290)

6.01.01.14

Barter Revenue

-

(96,810)

6.01.01.15

Deferred Revenue

(41,494)

-

6.01.01.16

Noncurrent expenses

187,938

-

6.01.02

Changes in Assets and Liabilities

(2,068,150)

(1,735,447)

6.01.02.01

Financial investments

(23,136)

-

6.01.02.02

Accounts Receivable

(77,123)

14,189

6.01.02.03

Inventories

(497,140)

336,181

6.01.02.04

Recoverable Taxes

(153,420)

(440,755)

6.01.02.05

Financial instruments

-

(51,341)

6.01.02.06

Other Assets

(91,213)

(58,614)

6.01.02.07

Related Parties

(93,899)

(56,739)

6.01.02.08

Restricted Deposits for Legal Proceeding

(194,162)

(124,948)

6.01.02.09

Trade Accounts Payable

(548,913)

(1,292,838)

6.01.02.10

Payroll Charges

210,249

205,573

6.01.02.11

Taxes and Social Contributions Payable

(184,126)

(237,286)

6.01.02.12

Other Accounts Payable

(372,023)

14,292

6.01.02.13

Contingencies

(43,244)

(43,161)

6.02

Net Cash Flow Investing Activities

(1,289,402)

(882,707)

6.02.01

Companies Acquisition

(63,243)

(42,987)

6.02.03

Acquisition of Property and Equipment

(1,157,971)

(837,746)

6.02.04

Increase Intangible Assets

(139,562)

(47,405)

6.02.05

Sales of Property and Equipment

71,374

45,260

6.02.06

Net Cash Acquisition

-

171

6.03

Net Cash flow Financing Activities

(1,826,829)

827,739

6.03.01

Capital Increase/Decrease

11,749

13,094

6.03.02

Additions

3,877,056

5,694,469

6.03.03

Payments

(5,041,957)

(4,498,084)

6.03.04

Interest Paid

(439,582)

(223,232)

6.03.05

Payment of Dividends

(234,095)

(158,508)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(2,306,232)

580,596

6.05.01

Cash and Cash Equivalents at the Beginning of Period

7,086,251

4,969,955

6.05.02

Cash and Cash Equivalents at the End of Period

4,780,019

5,550,551

 

 

Page 17


 

(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO Version: 1 

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity –01/01/2013 to 09/30/2013

 

R$ (in thousands)

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Noncontrolling 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

49,774

(8,367)

-

(66,260)

-

(24,853)

(98,946)

(123,799)

5.04.01

Capital Increases

11,749

-

-

-

-

11,749

-

11,749

5.04.03

Granted Options

-

29,658

-

-

-

29,658

-

29,658

5.04.06

Dividends

-

-

-

(66,260)

-

(66,260)

(98,946)

(165,206)

5.04.08

Capitalization of Reserve

38,025

(38,025)

-

-

-

-

-

-

5.05

Total Comprehensive Income

-

-

-

560,774

-

560,774

147,993

708,767

5.05.01

Net Income for the Period

-

-

-

560,774

-

560,774

147,993

708,767

5.06

Internal Changes of Shareholders’ Equity

-

-

(744)

-

-

(744)

313

(431)

5.06.04

Gain (Loss) in Equity Interest

-

-

(744)

-

-

(744)

313

(431)

5.07

Closing Balance

6,759,809

220,092

1,555,487

494,514

-

9,029,902

2,622,586

11,652,488

 

 

Page 18


 

(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO Version: 1 

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 09/30/2012

 

R$ (in thousands)

Code

Description

Paid-in

Capital

Capital Reserves, Options Granted and Treasury Shares

Profit

Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Noncontrolling Interest

Consolidated

Shareholders’

Equity

5.01

Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

2,469,152

10,094,425

5.03

Restated Opening Balance

6,129,405

384,342

1,111,526

-

-

7,625,273

2,469,152

10,094,425

5.04

Capital Transactions with Shareholders

572,413

(173,111)

(358,415)

(55,727)

-

(14,840)

-

(14,840)

5.04.01

Capital Increase

13,093

-

-

-

-

13,093

-

13,093

5.04.03

Granted Options

-

27,794

-

-

-

27,794

-

27,794

5.04.06

Dividends

-

-

-

(55,727)

-

(55,727)

-

(55,727)

5.04.08

Capitalization of Reserves

559,320

(200,905)

(358,415)

-

-

-

-

-

5.05

Total Comprehensive Income

-

-

-

609,865

-

609,865

7,539

617,404

5.05.01

Net Income for the Period

-

-

-

609,865

-

609,865

7,539

617,404

5.06

Internal Changes of Shareholders’ Equity

-

-

476

-

-

476

221

697

5.06.04

Gain (Loss) in Equity Interest

-

-

476

-

-

476

221

697

5.07

Closing Balance

6,701,818

211,231

753,587

554,138

-

8,220,774

2,476,912

10,697,686

 

 

 

 

 

 

 

Page 19


 

 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Value Added

 

R$ (in thousands)

Code

Description

YTD Current

Period

1/1/2013 to 9/30/2013

YTD Previous

Period

1/1/2012 to 9/30/2012

7.01

Revenues

45,426,547

40,740,195

7.01.01

Sales of Goods, Products and Services

45,623,657

40,837,476

7.01.02

Other Revenues

153,619

107,524

7.01.04

Allowance for/Reversal of Doubtful Accounts

(350,729)

(204,805)

7.02

Raw Materials Acquired from Third Parties

(34,595,030)

(31,738,357)

7.02.01

Costs of Products, Goods and Services Sold

(30,570,927)

(28,156,755)

7.02.02

Materials, Energy, Outsourced Services and Other

(4,024,103)

(3,581,602)

7.03

Gross Added Value

10,831,517

9,001,838

7.04

Retention

(648,175)

(617,411)

7.04.01

Depreciation and Amortization

(648,175)

(617,411)

7.05

Net Added Value Produced

10,183,342

8,384,427

7.06

Added Value Received in Transfer

444,528

471,178

7.06.01

Equity Pickup

28,350

11,863

7.06.02

Financial Revenue

416,178

459,315

7.07

Total Added Value to Distribute

10,627,870

8,855,605

7.08

Distribution of Added Value

10,627,870

8,855,605

7.08.01

Personnel

4,215,072

4,088,510

7.08.01.01

Direct Compensation

3,055,279

3,012,353

7.08.01.02

Benefits

108,339

712,215

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

780,667

249,538

7.08.01.04

Other

270,787

114,404

7.08.01.04.01

Interest

270,787

114,404

7.08.02

Taxes, Fees and Contributions

3,409,043

1,943,222

7.08.02.01

Federal

2,092,856

1,117,880

7.08.02.02

State

1,152,184

655,820

7.08.02.03

Municipal

164,003

169,522

7.08.03

Value Distributed to Providers of Capital

2,294,988

2,206,469

7.08.03.01

Interest

1,281,754

1,351,728

7.08.03.02

Rentals

1,013,234

854,741

7.08.04

Value Distributed to Shareholders

708,767

617,404

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

560,774

609,865

7.08.04.04

Noncontrolling Interest in Retained Earnings

147,993

7,539

 

Page 20


 

 

3Q13 Earnings Release

 

São Paulo, Brazil, October 16, 2013 GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] and Via Varejo [BM&FBOVESPA: VVAR3] announce their results for the third quarter of 2013 (3Q13). The results are presented in the segments as follows: GPA Food, formed by supermarkets (Pão de Açúcar, Extra Supermercado and PA Delivery), hypermarkets (Extra Hiper), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), GPA Malls & Properties, gas stations and drugstores; and GPA Consolidated, formed by GPA Food and Viavarejo (Casas Bahia and Pontofrio bricks and mortar stores) and Nova Pontocom's e-commerce operations (e-commerce operations of Pontofrio.com.br, Extra.com.br, Casasbahia.com.br, Barateiro.com, PartiuViagens.com.br, and Atacado Pontofrio). Further information on the results of the subsidiary Via Varejo S.A. can be found in its respective earnings release disclosed on this date.

 

GPA Consolidated

Strong gross revenue growth of 15.0%, with acceleration compared to the 1st half 2013
Net income increase of 69.8%, totaling R$ 357 million

 

  • Gross revenue reached R$15.720 billion. Growth in the same-store concept was 10.8%, with 7.9% growth in the food category and 13.1% growth in the non-food category;
  • EBITDA of R$1.036 billion, with EBITDA margin of 7.4%, 90 basis points higher than in 3Q12.
  • Selling, general and administrative expenses as a percentage of net revenue decreased from 19.8% in 3Q12 to 19.2% in 3Q13;
  • Net income totaled R$357 million, up 69.8%. Net margin increased from 1.7% in 3Q12 to 2.5% in 3Q13.

 

GPA Food

EBITDA grew 14.1% for margin of 7.1%

 

 

§ Gross revenue of R$8.448 billion, up 12.9%. Growth in the same-store concept was 7.1%;

§ EBITDA of R$546 million, with margin of 7.1%, the same level as in 3Q12, despite the increase in the share of Assaí in gross sales (from 16.9% in 3Q12 to 20.6% in 3Q13);

§ Selling, general and administrative expenses as a percentage of net revenue decreased from 18.6% in 3Q12 to 17.4% in 3Q13.

 

  GPA Consolidated GPA Food (ex. real estate projects) Viavarejo
(R$ million)(1) 3Q13 3Q12 Δ   9M13 9M12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ
 
Gross Revenue          15,720 13,666 15.0%          45,624              40,837 11.7%             8,448  7,484 12.9%              7,272   6,182 17.6%
Net Revenue          14,077 12,155 15.8%          40,843              36,340 12.4%             7,744  6,761 14.5%              6,333   5,394 17.4%
Gross Profit             3,721 3,191 16.6%          10,805                 9,664 11.8%             1,890 1,744 8.3%

             1,832

  1,446 26.6%
   Gross Margin 26.4% 26.3% 10bps   26.5% 26.6 10bps 24.4%  25.8% 140bps 28.9%  26.8% 210bps
EBITDA             1,036 795 30.4%             2,507                 2,371 5.7%                  546 479 14.1%                  490   316 55.2%
   EBITDA Margin (2) 7.4% 6.5% 90bps   6.1% 6.5 40bps 7.1% 7.1% 0bps 7.7% 5.9% 180bps
Net Financial Revenue (Expenses)                (312) (272) 14.6%                (866) (892) 3.0%                (132)  (122) 8.2%                 (179)   (155) 15.5%
% of Net Revenue 2.2% 2.2% 0bps   2.1% 2.5 40bps 1.7% .8% 10bps 2.8%  2.9% 10bps
Company's Net Profit                  357 210 69.8%                  709                     617 14.8%                  176  136 29.0%                  181  68 165.9%
  Net Margin 2.5% 1.7% 80bps   1.7% 1.7 0bps 2.3% 2.0% 30bps 2.9%  1.3% 160bps
(1) Totals and percentage changes are rounded off and all margins were calculated as percentage of net revenue.
(2) Earnings before interest, taxes, depreciation and amortization.
 

Page 21

 

For better comparability of results, the tables and comments related to 9M12 results do not include the results of the real estate projects implemented by the Company in partnership with construction companies, which generated non-recurring revenue of R$98 million in 2Q12.

 

Sales Performance

  

  Gross Revenue   Net Revenue
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ   3Q13 3Q12 Δ   9M13 9M12 Δ
GPA Consolidated (ex real estate projects ) 15,720 13,666 15.0% 45,624 40,739 12.0%    14,077 12,155 15.8%    40,843 36,242 12.7
GPA Food (ex real estate projects) 8,448 7,484 12.9% 24,581 22,193 10.8%       7,744 6,761 14.5%    22,448 20,039 12.0%
Retail 6,711 6,219 7.9% 19,858 18,656 6.4%       6,147 5,606 9.6%    18,112 16,807 7.8%
Cash and Carry 1,738 1,265 37.4% 4,723 3,538 33.5%       1,598 1,155 38.4%       4,336 3,232 34.1%
Viavarejo 7,272 6,182 17.6% 21,043 18,546 13.5%       6,333 5,394 17.4%    18,395 16,203 13.5%
Bricks and mortar  6,062 5,341 13.5% 17,820 15,974 11.6%       5,258 4,630 13.6%    15,513 13,862 11.9%
Nova Pontocom 1,210          841 43.9% 3,224 2,572 25.3%       1,075           764 40.7%       2,882 2,341 23.1%
Real Estate Projects - - -        -              98 -   - - -        -              98 -
 
Gross 'Same Store' Sales 
  3Q13 9M13
GPA Consolidated 10.8% 8.3%
By category    
Food 7.9% 7.4%
Non food 13.1% 8.9%
By bussiness    
GPA Food 7.1% 5.7%
Viavarejo(1) 15.4% 11.3%
(1) Includes total sales of Nova Pontocom.    

 

Consolidated gross revenue was R$15.720 billion, up 15.0%, driven by the opening of 132 stores in the last 12 months, 20 of them in the last quarter, as well as by the 10.8% growth in same-store sales, as detailed below:

üFood Category: growth of 7.9%, driven mainly by perishables: meat, fruits, legumes and vegetables. This growth, which surpassed the IPCA inflation index in 200 basis points, represents an upturn on the 1st half of the year. 

üNon-food: growth of 13.1%, driven by sales of technology products: cell phones, tablets and TV sets, with growth across all formats operated by the Group. Specialty stores (Pontofrio and Casas Bahia) and e-commerce accelerated the pace of sales in comparison with previous periods, while Hypermarkets continued to register the sales recovery in this category.

 

Page 22

 


 

 

In the last 9 months, gross sales increased 12.0% compared to the same period last year, to R$45.624 billion. Growth in the same-store basis was 8.3%.

 

GPA Food Highlights

Gross revenue reached R$8.448 billion, up 12.9%, driven by the performance of the Assaí banner, which continued to post double-digit growth (37.4%). On a same-store basis, growth was 7.1%. A total of 15 stores were delivered in the period, of which 12 Minimercado, two Assaí and one Pão de Açúcar.

Assaí’s focus in the 2nd half of the year has been on expanding in states where it is already present. Over the last nine months, a total of eight stores were opened, five of them in new states, whose sales exceeded our expectations. At least five stores should be delivered by the year-end.

The Company has been investing in price competitiveness to increase store traffic and gain market share in the retail segment. The strategy should last through the coming periods. The non-food category in the Hypermarket format continued the sales recovery trend, driven by the successful marketing campaigns in the electronics category.

 

Viavarejo Highlights

Gross revenue totaled R$7.272 billion, increasing by 17.6% over 3Q12. Sales growth accelerated during one more quarter across all businesses: brick-and-mortar stores and e-commerce, with a gain in market share during the period. Five new stores were opened. Same-store sales growth reached 15.4%. Additionally, 31 new stores were opened in the last 12 months.

Brick and mortar stores posted same-store sales growth of 10.8%, driven mainly by technology products, especially cell phones, tablets and TV sets.

Nova Pontocom posted gross revenue growth of 43.9%, mainly due to higher customer traffic, better conversion rate and Father's Day strong sales, celebrated in August. The results of Nova Pontocom in 3T13 were close to the break-even point and the investments in price competitiveness were sustained by the savings generated in process review and expenses reductions.

 

 

 

Page 23

  

 


Operating Performance

 

  

  GPA Consolidated (ex. real estate projects)
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ
Gross Revenue 15,720 13,666 15.0% 45,624 40,739 12.0%
Net Revenue 14,077 12,155 15.8% 40,843 36,242 12.7%
Gross Profit 3,721 3,191 16.6% 10,805 9,566 12.9%
Gross Margin 26.4% 26.3% 10bps 26.5% 26.4% 10bps
Selling Expenses (2,330) (2,032) 14.7% (6,867) (6,130) 12.0%
General and Administrative Expenses (375) (370) 1.3% (1,142) (1,223) -6.6%
Equity Income 16 10 60.9% 28 12 139.0%
Other Operating Revenue (Expenses) (16) (25) -36.6% (374) (14) -
Total Operating Expenses (2,705) (2,418) 11.9% (8,355) (7,355) 13.6%
% of Net Revenue 19.2% 19.9% -70bps 20.5% 20.3% 20bps
Depreciation (Logistic) 21 21 -4.4% 57 62 -7.7%
EBITDA (1) (2) 1,036 795 30.4% 2,507 2,273 10.3%
EBITDA Margin 7.4% 6.5% 90bps 6.1% 6.3% -20bps
Adjusted EBITDA (3) 1,052 820 28.3% 2,882 2,287 26.0%
Adjusted EBITDA Margin 7.5% 6.7% 80bps 7.1% 6.3% 80bps

(1)     As of 4Q12, the result of Equity Income and Other Operating Income (Expenses) were included along with Total Operating Expenses in the calculation of EBITDA. Thus, the calculation of EBITDA complies with Instruction 527 dated October 4, 2012, issued by the Securities and Exchange Commission of Brazil (CVM).

(2)     As of 1Q13, the depreciation recognized as cost of goods sold, essentially consisting of the depreciation of distribution centers, began to be specified in the calculation of EBITDA.

(3)     As of 2Q13, the Company adjusted EBITDA by excluding the Other Operating Revenue (Expenses).

 

The Company’s gross margin increased 10 basis points, due to the increased margin at Viavarejo, which was practically offset by investments in price competitiveness in food retail and the opening of Assaí stores.

Selling, general and administrative expenses increased at a slower pace than revenue growth, mainly due to the simplification of processes at GPA Food and synergy gains at Viavarejo. The ratio of selling, general and administrative expenses to net revenue decreased from 19.8% in 3Q12 to 19.2% in 3Q13.

EBITDA totaled R$1.036 billion, up 30.4% over the same period last year. EBITDA margin was 7.4%, expanding by 90 basis points over 3Q12.

 

In 9M13, EBITDA stood at R$2.507 billion, with margin of 6.1%. Note that in 2Q13 the Company recorded other operating income and expenses of R$350 million, as mentioned in the Earnings Release. Adjusted EBITDA, excluding other operating income and expenses, came to R$2.882 billion, with margin of 7.1%.  

 

 

 

 

 

 

 

 

 

Page 24

  

 


 

 

Food Retail (Extra and Pão de Açúcar)

 

  Food Retail (ex. real estate projects)
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ
Gross Revenue 6,711 6,219 7.9% 19,858 18,656 6.4%
Net Revenue 6,147 5,606 9.6% 18,112 16,807 7.8%
Gross Profit 1,668 1,580 5.6% 4,974 4,686 6.1%
Gross Margin 27.1% 28.2% -110bps 27.5% 27.9% -40bps
Selling Expenses (995) (939) 6.0% (2,982) (2,822) 5.7%
General and Administrative Expenses (183) (199) -8.0% (562) (551) 1.9%
Equity Income 10 6 67.4% 20 8 147.1%
Other Operating Revenue (Expenses) (18) (22) -21.2% (302) (24) -
Total Operating Expenses (1,185 (1,154) 2.7% (3,826) (3,389) 12.9%
% of Net Revenue 19.3% 20.6% -130´bps 21.1% 20.2% 90bps
Depreciation (Logistic) 11 10 5.4% 32 30 6.6%
EBITDA 494 437 13.2% 1,179 1,327 -11.1%
EBITDA Margin 8.0% 7.8% 20bps 6.5% 7.9% -140bps
Adjusted EBITDA 512 459 11.5% 1,481 1,351 9.6%
Adjusted EBITDA Margin 8.3% 8.2% 10bps 8.2% 8.0% 20bps

 

Gross margin decreased 110 basis points, backed by a similar decrease in selling, general and administrative expenses as a percentage of net revenue, from 20.3% in 3Q12 to 19.2% in 3Q13, a result of discipline in expenses control. These expenses increased at a slower pace than net revenue growth in the quarter, at 3.5% and 7.9%, respectively.

The Management reaffirms the strategy of simplifying processes and increasing operational efficiency, adopted since the beginning of the year, which have been reverted to investments in price competitiveness to increase store traffic and market share. This strategy should continue through the coming periods.

EBITDA amounted to R$494 million, for margin of 8.0% up 20 basis points year over year.

 

In 9M13, EBITDA reached R$1.179 billion, with margin of 6.5%. Adjusted EBITDA, excluding other operating income and expenses, came to R$1.481 billion, with margin of 8.2%, up 20 basis points year over 9M12.

 

GPA Malls added 18,500 square meters of gross leasable area (GLA) in 3T13, from the extension of existing spaces or creation of new commercial centers. Among the projects delivered in the period, highlight to the new 4,900 square meters of GLA from the 1st phase of the Company’s second neighborhood mall, reinforcing its unique positioning in this segment. Over the past nine months, a total of 32,600 square meters of GLA have been delivered. The Company expects to add at least 35,000 square meters of GLA in 2013.

 

Page 25

  

 


 

Self-service Wholesale (Assaí)

 

      Self-service Wholesale    
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ
Gross Revenue 1,738 1,265 37.4% 4,723 3,538 33.5%
Net Revenue 1,598 1,155 38.4% 4,336 3,232 34.1%
Gross Profit 221 164 34.8% 597 468 27.5%
Gross Margin 13.8% 14.2% -40bps 13.8% 14.5% -70bps
Selling Expenses (148) (105) 41.1% (407) (309) 31.9%
General and Administrative Expenses (21) (16) 29.2% (54) (37) 45.3%
Other Operating Revenue (Expenses) (0.3) (0.8) -58.6% 0.9 (0.5) -
Total Operating Expenses (169) (122) 38.9% (460) (346) 32.9%
% of Net Revenue 10.6% 10.6% 0bps 10.6% 10.7% -10bps
Depreciation (Logistic) 0.1 0.0 - 0.2 0.1 188.1%
EBITDA 52 42 23.3% 137 122 12.3%
EBITDA Margin 3.3% 3.7% -40bps 3.2% 3.8 -60bps

 

Gross revenue increased 37.4% in the quarter, to R$1.738 billion. In the same-store basis, Assaí continued to register double-digit growth. EBITDA grew 23.3%, with EBITDA margin of 3.3% This EBITDA margin reflects the decline in gross margin and increased operating expenses, due to the opening of new stores in the period as well as pre-operating expenses of units that will be opened next quarter.

During the first half of the year, the Company focused its store openings in new states, which resulted in a natural compression of margins in the initial months of operation of the recently opened stores in such locations.

In the second half, the focus has been on expansion in states where the Company already operates, which requires fewer investments in margin and lower level of expenses in these units. Two stores were opened in 3Q13 and another five should be delivered at least, by the year-end.

 

In 9M13, EBITDA reached R$137 million, increasing 12.3%, with EBITDA margin of 3.2%.  

 

 

 

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Electronics and Home Appliances

(Viavarejo brick-and-mortar stores and Nova Pontocom)

 

 

  Viavarejo
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ
Gross Revenue 7,272 6,182 17.6% 21,043 18,546 13.5%
Net Revenue 6,333 5,394 17.4% 18,395 16,203 13.5%
Gross Profit 1,832 1,446 26.6% 5,235 4,412 18.7%
Gross Margin 28.9% 26.8% 210bps 28.5% 27.2% 130bps
Selling Expenses (1,187) (988) 20.1% (3,478) (3,000) 15.9%
General and Administrative Expenses (171) (155) 10.5% (527) (635) -17.1%
Equity Income 6 4 50.3% 8 4 121.7%
Other Operating Revenue (Expenses) 2 (2) - (74) 11 -
Total Operating Expenses (1,351) (1,142) 18.3% (4,069) (3,620) 12.4%
% of Net Revenue 21.3% 21.2% 10bps 22.1% 22.3% -20bps
Depreciation (Logistic) 9 11 -14.2% 25 32 -21.3%
EBITDA 490 316 55.2% 1,191 824 44.5%
EBITDA Margin 7.7% 5.9% 180bps 6.5% 5.1% 140bps
Adjusted EBITDA 488 318 53.5% 1,264 813 55.5%
Adjusted EBITDA Margin 7.7% 5.9% 180bps 6.9% 5.0% 190bps

 

The Company registered accelerated growth during yet another quarter, which was the result of the sharp growth registered by Casas Bahia, Pontofrio and e-commerce stores and signalization of  market share gains in the period.

EBITDA margin increased 180 basis points, due to the increase in gross margin, in turn driven by the regionalization of product deliveries by suppliers at the Distribution Centers (DC), optimization of the furniture assembling team, partial outsourcing of the fleet and improvement of processes at the DCs, coupled with an improved sales mix and higher penetration of service sales. Gross margin increased despite the higher share of sales by Nova Pontocom, whose gross margin is lower than that of brick-and-mortar stores.

As reported in the 3Q12 earnings release, revenues of R$26 million were booked in the operating expenses, relating to the reimbursement of legal expenses to related parties. For better comparison, the following changes on operating expenses will do not consider this effect.

There was an improve of 40 basis points in the operating expenses as a percentage of net revenue in 3Q13 (21.3%) compared to 3Q12 (21.7%), positively influenced by the outsourcing of contracts and administrative expenses optimization and reduced IT expenses.

 

In 9M13, EBITDA totaled R$1.191 billion, with margin of 6.5%. Adjusted EBITDA, excluding operating income and expenses, totaled R$1.264 billion, with margin of 6.9%, an increase of 190 basis points over 9M12.  

 

 

 

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Indebtedness

  

  GPA Consolidated
(R$ million) 09.30.2013 09.30.2012
 
Short Term Debt (2,228) (2,435)
Loans and Financing (1,124) (1,586)
Debentures (1,104) (848)
Long Term Debt (4,621) (5,657)
Loans and Financing (1,724) (1,831)
Debentures (2,897) (3,827)
Total Gross Debt (6,849) (8,092)
Cash(1) 4,803 5,551
Net Debt (2,046) (2,541)
EBITDA (1) 3,839 3,362
Net Debt / EBITDA(1) 0.53x 0.75x
Payment book - short term (2,521) (2,277)
Payment book - long term (120) (112)
Net Debt with payment book (4,687) (4,930)
Net Debt / EBITDA(1) 1.22x 1.46x
(1) Include real est at e project s.EBITDA f or the last 12 mont hs.    

Net debt, including Viavarejo’s payment book operation, totaled R$4.687 billion at the end of September. Approximately 70% of loans, financing and debentures mature in over 12 months. The Company continues to reduce its gross debt.

The net debt/EBITDA ratio stood at 1.22x on September 30, 2013 compared to 1.46x on September 30, 2013. At the end of September, the Company had cash reserves close to R$4.8 billion. For further information, refer to the Cash Flow section.

 

 

 

 

 

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Financial Result

  

  GPA Consolidated (ex. real estate projects)  
(R$ million) 3Q13 3Q13 Δ 9M13 9M12 Δ
 
Financial Revenue 146 163 -10.6% 416 459 -9.4%
Financial Expenses (457) (435) 5.2% (1,282) (1,352) -5.2%
Net Financial Revenue (Expenses) (312) (272) 14.6% (866) (892) -3.0%
% of Net Revenue 2.2% 2.2% 0bps 2.1% 2.5% -40bps
Charges on Net Bank Debt (60) (63) -4.7% (169) (185) -8.3%
Cost of Discount of Receivables of Payment Book (68) (66) 3.1% (192) (219) -12.4%
Cost of Discount of Receivables of Credit Card (157) (105) 50.5% (417) (369) 12.9%
Restatement of Other Assets and Liabilities (26) (38) -31.8% (88) (120) -26.8%
Net Financial Revenue (Expenses) (312) (272) 14.6% (866) (892) -3.0%

 

The ratio of net financial result to net revenue was stable in relation to the previous quarter (2.2%), despite the increase in the Selic base interest rate between the periods.

The net financial result was basically composed of the following items:

 

§  Charges on net debt of R$60 million, down 4.7%, mainly due to the cash flow at Viavarejo;

 

§  Cost of sale of receivables of payment book of R$68 million, practically stable in relation to 3Q12, with the average sales term remaining unchanged;

 

§  Cost of sale of receivables of cards of R$157 million, up 50.5% over 3Q12. This increase is mainly due to the larger amount of receivables sold, aligned with the revenue growth, added to the basic interest rate increase (measured by the average overnight rate – CDI), which grew approximately 25% between 3Q12 and 3Q13.

 

Total discount of receivables (cards and payment books) increased 14.5%, from R$7.6 billion in 3Q12 to R$8.7 billion in 3Q13, in line with revenue growth and basic interest rate increase, as mentioned above.

 

 

 

 

 

 

 

 

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Net Income

 

  

    GPA Consolidated (ex. real estate projects)  
 
(R$ million) 3Q13 3Q12 Δ 9M13 9M21 Δ
 
EBITDA 1,036 795 30.4% 2,507 2,273 10.3%
Depreciation (Logistic) (21) (21) -4.4% (57) (62) -7.7%
Depreciation and Amortization (201) (204) -1.4% (591) (555) 6.4%
Net Financial Revenue (Expenses) (312) (278) 12.3% (866) (898) -3.6%
Income Before Income Tax 503 292 72.4% 993 758 31.1%
Income Tax (147) (87) 67.7% (285) (244) 16.7%
Company's net income 357 204 74.5% 709 514 38.0%
Net Margin 2.5% 1.7% 80bps 1.7% 1.4% 30bps
Total Nonrecurring 16 25 -36.6% 374 14 2.6%

Income Tax from Nonrecurring

(5) (7)   (106) (2)  
Adjusted Net Income 367 223 64.7% 978 525 86.2%
Adjusted Net Margin 2.6% 1.8% 80bps 2.4% 1.4% 100bps

 

Net income was R$357 million in 3Q13, 74.5% higher than in the same period last year, with net margin of 2.5%. Both businesses posted an increase in net income this quarter, 29.0% growth in GPA Food and 165.9% growth in Viavarejo.

 

In 9M13, adjusted net income increased 86.2% to R$978 million. The increase is due to sales growth, store openings at GPA Food and improved profitability at Viavarejo

 

Simplified Cash Flow

 

  

    GPA Consolidated  
 
(R$ million) 3Q13 3Q12 9M13 9M12
 
Cash Balance at beginning of period 5,037 5,473 7,086 4,970
Cash Flow from operating activities 208 575 810 636
EBITDA 1,036 795 2,507 2,371
Cost of Discount of Receivables (226) (171) (608) (588)
Working Capital (732) (160) (1,123) (942)
Assets and Liabilities Variation 129 112 35 (205)
Cash Flow from Investment Activities (515) (339) (1,289) (883)
Net Investment (443) (292) (1,226) (840)
Aquisition and Others (71) (46) (63) (43)
Change on net cash after investments (307) 236 (479) (247)
Cash Flow from Financing Activities 50 (159) (1,827) 828
Dividends Payments and Others (33) (28) (234) (159)
Net Proceeds 83 (131) (1,593) 986
Change on net cash (257) 77 (2,306) 581
Cash Balance at end of period 4,780 5,551 4,780 5,551

 

Cash balance at the end of 3Q13 was R$4.780 billion. The decrease of R$771 million reflects the payment of loans, debentures and dividends. As mentioned in previous periods, the Company did not need to refinance its existing debt or contract new debt.

 

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Capex

  

  GPA Consolidated GPA Food Viavarejo
(R$ million) 3Q13 3Q12 Δ 9M13 9M12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ
 
New stores and land acquisition 169 127 32.8% 570 359 58.8% 155 91 71.2% 14 37 -61.9%
Store renovations and conversions 120 166 -27.6% 359 364 -1.2% 81 151 -46.4% 40 15 174.6%
Infrastructure and Others 156 112 39.3% 368 316 16.5% 93 74 26.1% 63 38 64.9%
Total 446 405 10.1% 1,297 1,038 24.9% 328 316 3.9% 117 89 30.6%

 

Consolidated investments totaled R$446 million in 3Q13, up 10.1% over 3Q12, mainly due to the opening of new stores and land acquisition, which received 37.9% of the investments made in the period. Compared to the same period in 2012, the amount was 32.8% higher. As explained in the previous sections, 20 new stores were opened in 3Q13: 12 Minimercado Extra, three Ponto Frio, two Assaí, two Casas Bahia and one Pão de Açúcar. As a result, a total of 20,000 square meters of sales area were added to GPA Consolidated in the period. In the last 9 months, sales area expanded by 2.8%.

 

Investments in GPA Food totaled R$328 million in 3Q13, up 3.9% over 3Q12. Of the total capex, 47.3% went towards opening new stores and acquiring land, reflecting the Company’s strategy of spurring organic growth for this operation.

 

The Company reaffirms its commitment to the area expansion guidance of over 6% for GPA Food and from 2% to 3% for Viavarejo for 2013, which does not include the Settlement (Termo de Compromisso de Desempenho - TCD) with Brazil’s antitrust agency CADE (Conselho Administrativo de Defesa Econômica) of selling 74 stores.

 

For 2013, the Company plans to invest up to R$2 billion, as approved at General Shareholders Meeting.

 

 

Dividends

 

In a meeting held on October 16, 2013, the Board of Directors approved the distribution of interim dividends based on the net income recorded in the balance sheet of September 30, 2013, amounting to R$33.2 million, equivalent to R$0.13 per preferred share and R$0.118182 per common share. Shareholders of record at the close of October 25, 2013 were entitled to the dividends. As of October 28, 2013, shares will be traded ex-dividends. Dividends will be paid on November 7, 2013.

 

 

 

 

 

 

 

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Subsequent Events

 

 

Approval from CADE for the swap of shareholding interest between Casino Guichard-Perrachon and Península Participações S.A.

On September 6, the Company disclosed the letter received from Casino Guichard-Perrachon (“Casino Group”) and Mr. Abilio dos Santos Diniz (“Group AD”) informing of the execution of a Private Instrument of Transaction and Waiver of Rights, by which the parties agreed to transact all and any dispute, claim or litigation related to their company in Brazil, particularly as the shareholders of Wilkes Participações S.A. (“Wilkes”) and CBD.

Among other matters, the agreement established the swap of 19,375,000 preferred shares issued by CBD and held by the Casino Group in consideration for 19,375,000 common shares issued by Wilkes and held by the Group AD. For further information, see the Material Fact notice disclosed on September 6, 2013.

On October 2, Brazil's antitrust agency CADE approved the transfer of 11,229,075 shares without restriction.

 

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Appendix I - Definitions used in this document

 

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

 

 

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

Growth and changes: The growth and changes shown in this document refer to the variation compared to the same period in the previous year, except when indicated otherwise.

EBITDA: As of 4Q12, the results of Equity Income and Other Operating Income (Expenses) were included along with Total Operating Expenses in the calculation of EBITDA. Thus, the calculation of EBITDA complies with Instruction 527 dated October 4, 2012, issued by the Securities and Exchange Commission of Brazil (CVM). As from 1Q13, the depreciation recognized in the cost of goods sold, essentially consisting of the depreciation of distribution centers, began to be excluded from the calculation of EBITDA.

Adjusted EBITDA: Profitability measure calculated by EBITDA excluding Other Operating Income and Expenses. Management uses this measure because it reflects more faithfully the result of the Company's normal operations, eliminating, thus, extraordinary expenses and revenues and other extraordinary entries that may compromise the comparability and analysis of results.

Adjusted net income: Profitability measure calculated as net income excluding Other Operating Income and Expenses, discounting the effects of Income and Social Contribution Taxes. Management uses this measure because it reflects more faithfully the result of the Company's normal operations, eliminating, thus, extraordinary expenses and revenues and other extraordinary entries that may compromise the comparability and analysis of results.

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BALANCE SHEET
ASSETS
    GPA Consolidated     GPA Food  
(R$ million) 09.30.2013 06.30.2013 09.30.2012 09.30.2013 06.30.2013 09.30.2012
Current Assets 14,849 14,910 16,757 6,336 6,566 8,875
Cash and Marketable Securities 4,803 5,060 5,551 2,492 2,707 4,299
Accounts Receivable 2,365 2,501 2,381 207 326 323
Credit Cards 235 343 486 108 191 217
Payment book 2,149 2,127 1,947 - - -
Sales Vouchers and Others 200 230 133 84 119 94
Allowance for Doubtful Accounts (233) (214) (198) (0) (0) (0)
Resulting from Commercial Agreements 15 15 13 15 15 13
Receivables Fund (FIDC) - - 2,473 - - 1,086
Inventories 6,252 5,896 5,185 3,158 2,992 2,795
Recoverable Taxes 976 958 802 273 317 214
Noncurrent Assets for Sale 52 51 - 25 25 -
Expenses in Advance and Other Accounts Receivable 401 443 367 180 199 158
Noncurrent Assets 18,726 18,492 17,574 15,516 15,333 14,484
Long-Term Assets 4,741 4,716 4,532 2,852 2,806 2,635
Accounts Receivables 113 99 95 - - -
Payment Book 107 99 103 - - -
Others 16 8 - - - -
Allowance for Doubtful Accounts (9) (8) (8) - - -
Inventories 172 172 111 172 172 111
Recoverable Taxes 1,244 1,258 1,122 292 261 267
Financial Instruments - Option to Call 362 361 356 362 361 356
Deferred Income Tax and Social Contribution 1,025 1,057 1,159 379 387 411
Amounts Receivable from Related Parties 200 199 169 308 314 185
Judicial Deposits 998 950 938 732 714 754
Expenses in Advance and Others 626 619 581 606 596 552
Investments 390 374 366 290 280 269
Property and Equipment 8,660 8,506 7,734 7,589 7,485 6,757
Intangible Assets 4,936 4,897 4,942 4,786 4,761 4,823
TOTAL ASSETS 33,576 33,402 34,331 21,852 21,899 23,359
 
LIABILITIES
    GPA Consolidated     GPA Food  
  09.30.2013 06.30.2013 09.30.2012 09.30.2013 06.30.2013 09.30.2012
Current Liabilities 13,235 13,310 11,467 6,453 6,573 6,081
Suppliers 5,682 5,857 4,503 2,638 2,716 2,300
Loans and Financing 1,124 1,083 1,586 1,028 1,005 1,420
Payment Book (CDCI) 2,521 2,463 2,277 - - -
Debentures 1,104 1,029 848 1,089 1,016 731
Payroll and Related Charges 939 776 965 496 397 462
Taxes and Social Contribution Payable 602 586 162 169 143 73
Dividends Proposed 100 1 1 1 1 1
Financing for Purchase of Fixed Assets 54 102 1 54 102 1
Rents 50 48 44 50 48 44
Acquisition of Companies 68 68 61 68 68 61
Debt with Related Parties 35 49 60 426 426 550
Advertisement 69 82 76 34 47 33
Provision for Restructuring 1 3 13 1 3 13
Tax Payments 142 143 162 139 139 159
Advanced Revenue 83 85 78 7 9 6
Others 660 935 631 253 451 228
Long-Term Liabilities 8,688 8,672 12,166 7,019 7,096 9,347
Loans and Financing 1,724 1,649 1,831 1,621 1,637 1,742
Payment Book (CDCI) 120 108 112 - - -
Receivables Fund (FIDC) - - 2,488 - - 1,218
Debentures 2,897 2,896 3,827 2,098 2,096 3,027
Acquisition of Companies 106 163 150 106 163 150
Deferred Income Tax and Social Contribution 1,090 1,111 1,108 1,086 1,108 1,108
Tax Installments 1,091 1,109 1,228 1,051 1,068 1,186
Provision for Contingencies 1,101 1,078 752 885 869 580
Advanced Revenue 430 441 365 45 40 29
Others 129 116 307 127 115 307
Shareholders' Equity 11,652 11,421 10,698 8,380 8,230 7,931
Capital 6,760 6,759 6,702 4,983 5,077 5,241
Capital Reserves 220 214 211 220 214 211
Profit Reserves 2,050 1,801 1,308 2,050 1,801 1,308
Minority Interest 2,623 2,647 2,477 1,126 1,138 1,171
TOTAL LIABILITIES 33,576 33,402 34,331 21,852 21,899 23,359

 

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  INCOME STATEMENT
 
  GPA Consolidated GPA Consolidated GPA Food Food Retail Cash and Carry
Viavarejo
    IFRS   (ex. real estate projects) (ex. real estate projects) (ex. real estate projects)
 
R$ - Million 3Q13 3Q12 Δ 3Q13 3Q12  Δ 3Q13 3Q12  Δ 3Q13 3Q12  Δ 3Q13 3Q12  Δ 3Q13 3Q12  Δ
Gross Revenue 15,720 13,666 15.0% 15,720 13,666 15.0% 8,448 7,484 12.9% 6,711 6,219 7.9% 1,738 1,265 37.4% 7,272 6,182 17.6%
Net Revenue 14,077 12,155 15.8% 14,077 12,155 15.8% 7,744 6,761 14.5% 6,147 5,606 9.6% 1,598 1,155 38.4% 6,333 5,394 17.4%
Cost of Goods Sold (10,335) (8,943) 15.6% (10,335) (8,943) 15.6% (5,844) (5,006) 16.7% (4,468) (4,016) 11.2% (1,376) (990) 39.0% (4,492) (3,937) 14.1%
Depreciation (Logistic) (21) (21) -4.4% (21) (21) -4.4% (11) (10) 6.5% (11) (10) 5.4% (0) (0) - (9) (11) -14.2%
Gross Profit 3,721 3,191 16.6% 3,721 3,191 16.6% 1,890 1,744 8.3% 1,668 1,580 5.6% 221 164 34.8% 1,832 1,446 26.6%
Selling Expenses (2,330) (2,032) 14.7% (2,330) (2,032) 14.7% (1,143) (1,044) 9.5% (995) (939) 6.0% (148) (105) 41.1% (1,187) (988) 20.1%
General and Administrative Expenses (375) (370) 1.3% (375) (370) 1.3% (203) (215) -5.3% (183) (199) -8.0% (21) (16) 29.2% (171) (155) 10.5%
Equity Income 16 10 60.9% 16 10 60.9% 10 6 67.4% 10 6 67.4% - - - 6 4 50.3%
Other Operating Revenue (Expenses) (16) (25) -36.6% (16) (25) -36.6% (18) (23) -22.4% (18) (22) -21.2% (0) (1) -58.6% 2 (2) -
Total Operating Expenses (2,705) (2,418) 11.9% (2,705) (2,418) 11.9% (1,354) (1,276) 6.2% (1,185) (1,154) 2.7% (169) (122) 38.9% (1,351) (1,142) 18.3%
Depreciation and Amortization (201) (204) -1.4% (201) (204) -1.4% (170) (154) 10.4% (155) (143) 8.9% (14) (11) 29.8% (31) (50) -37.5%
Earnings before interest and Taxes - EBIT 815 569 43.1% 815 569 43.1% 366 315 16.1% 328 284 15.6% 38 31 20.6% 449 254 76.6%
Financial Revenue 146 163 -10.6% 146 157 -7.4% 90 121 -25.9% 84 115 -26.4% 5 6 -17.1% 66 44 49.8%
Financial Expenses (457) (435) 5.2% (457) (435) 5.2v% (222) (243) -8.8% (210) (229) -8.3% (12) (14) -16.7% (245) (199) 23.1%
Net Financial Revenue (Expenses) (312) (272) 14.6% (312) (278) 12.3% (132) (122) 8.2% (125) (114) 10.0% (7) (8) -16.4% (179) (155) 15.5%
Income Before Income Tax 503 297 69.2% 503 292 72.4% 234 193 21.1% 203 170 19.4% 31 23 33.9% 270 99 172.4%
Income Tax (147) (87) 67.7% (147) (87) 67.7% (58) (56) 2.1% (47) (49) -3.5% (10) (8) 38.3% (89) (31) 186.5%
Net Income - Company 357 210 69.8% 357 204 74.5% 176 136 29.0% 156 121 28.6% 20 15 31.8% 181 68 165.9%
Minority Interest - Noncontrolling 74 21 2.49 74 21 2.49 (12) (12) 4.1% (12) (12) 4.1% - - - 87 33 162.3%
Net Income - Controlling Shareholders (1) 282.1 189 49.6% 282 183 54.1% 187 148 0.26 168 133 0.26 20 15 31.8% 94 35 169.2%
Net Income per Share 1.07 0.72 48.6%                              
Nº of shares (million) ex-treasury shares (2) 264 262 0.8%                              
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 1,036 795 30.4% 1,036 795 30.4% 546 479 14.1% 494 437 13.2% 52 42 23.3% 490 316 55.2%
Adjusted EBITDA 1,052 820 28.3% 1,052 820 28.3% 564 502 12.4% 512 459 11.5% 52 43 21.8% 488 318 53.5%

  GPA Consolidated GPA Consolidated GPA Food Food Retail Cash and Carry Viavarejo
 % of Net Revenue IFRS (ex. real estate projects) (ex. real estate projects) (ex. real estate projects)
  3Q13 3Q12 3Q13 3Q12  3Q13 3Q12  3Q13 3Q12  3Q13 3Q12  3Q13 3Q12 
Gross Profit 26.4% 26.3% 26.4% 26.3% 24.4% 25.8% 27.1% 28.2% 13.8% 14.2% 28.9% 26.8%
Selling Expenses 16.6% 16.7% 16.6% 16.7% 14.8% 15.4% 16.2% 16.7% 9.3% 9.1% 18.8% 18.3%
General and Administrative Expenses 2.7% 3.0% 2.7% 3.0% 2.6% 3.2% 3.0% 3.5% 1.3% 1.4% 2.7% 2.9%
Equity Income 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.2% 0.1% 0.0% 0.0% 0.1% 0.1%
Other Operating Revenue (Expenses) -0.1% -0.2% -0.1% -0.2% -0.2% -0.3% -0.3% -0.4% 0.0% -0.1% 0.0% 0.0%
Total Operating Expenses 19.2% 19.9% 19.2% 19.9% 17.5% 18.9% 19.3% 20.6% 10.6% 10.6% 21.3% 21.2%
Depreciation and Amortization -1.4% -1.7% 1.4% 1.7% 2.2% 2.3% 2.5% 2.5% 0.9% 1.0% 0.5% 0.9%
EBIT -1.4% -1.7% 5.8% 4.7% 4.7% 4.7% 5.3% 5.1% 2.3% 2.7% 7.1% 4.7%
Net Financial Revenue (Expenses) 2.2% 2.2% 2.2% 2.3% 1.7% 1.8% 2.0% 2.0% 0.4% 0.7% 2.8% 2.9%
Income Before Income Tax 3.6% 2.4% 3.6% 2.4% -3.0% 2.9% -3.3% 3.0% 1.9% 2.0% 4.3% 1.8%
Income Tax 1.0% 0.7% 1.0% 0.7% -0.7% 0.8% -0.8% 0.9% 0.7% 0.7% 1.4% 0.6%
Net Income - Company 2.5% 1.7% 2.5% 1.7% 2.3% 2.0% 2.5% 2.2% 1.3% 1.3% 2.9% 1.3%
Minority Interest - noncontrolling 0.5% -0.2% 0.5% -0.2% 0.2% 0.2% 0.2% 0.2% 0.0% 0.0% 1.4% 0.6%
Net Income - Controlling Shareholders(1) 2.0% 1.6 2.0% 1.5% 2.4% 2.2% -2.7% 2.4% 1.3% 1.3% 1.5% 0.6%
EBITDA 7.4% 6.5 7.4% 6.5% 7.1% 7.1% 8.0% 7.8% 3.3% 3.7% 7.7% 5.9%
Adjusted EBITDA 7.5% 6.7 7.5% 6.7% 7.3% 7.4% 8.3% 8.2% 3.3% 3.7% 7.7% 5.9%
(1) Net Income after noncontrolling shareholders
(2) Weighted average number of shares during the period.

 

 

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                INCOME STATEMENT                
 
  GPA Consolidated GPA Consolidated   GPA Food   Food Retail   Cash and Carry     Viavarejo  
    IFRS   (ex. real estate projects) (ex. real estate projects) (ex. real estate projects)            
 
R$ - Million 3Q13 3Q12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ 3Q13 3Q12 Δ
Gross Revenue 15,720 13,666 15.0% 15,720 13,666 15.0% 8,448 7,484 12.9% 6,711 6,219 7.9% 1,738 1,265 37.4% 7,272 6,182 17.6%
Net Revenue 14,077 12,155 15.8% 14,077 12,155 15.8% 7,744 6,761 14.5% 6,147 5,606 9.6% 1,598 1,155 38.4% 6,333 5,394 17.4%
Cost of Goods Sold (10,335) (8,943) 15.6% (10,335) (8,943) 15.6% (5,844) (5,006) 16.7% (4,468) (4,016) 11.2% (1,376) (990) 39.0% (4,492) (3,937) 14.1%
Depreciation (Logistic) (21) (21) -4.4% (21) (21) -4.4% (11) (10) 6.5% (11) (10) 5.4% (0) (0) - (9) (11 -14.2%
Gross Profit 3,721 3,191 16.6% 3,721 3,191 16.6% 1,890 1,744 8.3% 1,668 1,580 5.6% 221 164 34.8% 1,832 1,446 26.6%
Selling Expenses (2,330) (2,032) 14.7% (2,330) (2,032) 14.7% (1,143) (1,044) 9.5% (995) (939) 6.0% (148) (105) 41.1% (1,187) (988) 20.1%
General and Administrative Expenses (375) (370) 1.3% (375) (370) 1.3% (203) (215) -5.3% (183) (199) -8.0% (21) (16) 29.2% (171) (155) 10.5%
Equity Income 16 10 60.9% 16 10 60.9% 10 6 67.4% 10 6 67.4% - - - 6 4 50.3%
Other Operating Revenue (Expenses) (16) (25) -36.6% (16) (25) -36.6% (18) (23) -22.4% (18) (22) -21.2% (0) (1) -58.6% 2 (2) -
Total Operating Expenses (2,705) (2,418) 11.9% (2,705) (2,418) 11.9% (1,354) (1,276) 6.2% (1,185) (1,154) 2.7% (169) (122) 38.9% (1,351) (1,142) 18.3%
Depreciation and Amortization (201) (204) -1.4% (201) (204) -1.4% (170) (154) 10.4% (155) (143) 8.9% (14) (11) 29.8% (31) (50) -37.5%
Earnings before interest and Taxes - EBIT 815 569 43.1% 815 569 43.1% 366 315 16.1% 328 284 15.6% 38 31 20.6% 449 254 76.6%
Financial Revenue 146 163 -10.6% 146 157 -7.4% 90 121 -25.9% 84 115 -26.4% 5 6 -17.1% 66 44 49.8%
Financial Expenses (457) (435) 5.2% (457) (435) 5.2% (222) (243) -8.8% (210) (229) -8.3% (12) (14) -16.7% (245) (199) 23.1%
Net Financial Revenue (Expenses) (312) (272) 14.6% (312) (278) 12.3% (132) (122) 8.2% (125) (114) 10.0% (7) (8) -16.4% (179) (155) 15.5%
Income Before Income Tax 503 297 69.2% 503 292 72.4% 234 193 21.1% 203 170 19.4% 31 23 33.9% 270 99 172.4%
Income Tax (147) (87) 67.7% (147) (87) 67.7% (58) (56) 2.1% (47) (49) -3.5% (10) (8) 38.3% (89) (31) 186.5%
Net Income - Company 357 210 69.8% 357 204 74.5% 176 136 29.0% 156 121 28.6% 20 15 31.8% 181 68 165.9%
Minority Interest - Noncontrolling 74 21 2.49% 74 21 2.49 (12) (12) 4.1% (12) (12) 4.1% - - - 87 33 162.3%
Net Income - Controlling Shareholders (1) 282.1 189 49.6% 282 183 54.1% 187 148 0.26% 168 133 0.26 20 15 31.8% 94 35 169.2%
Net Income per Share 1.07 0.72 48.6%                              
Nº of shares (million) ex-treasury shares (2) 264 262 0.8%                              
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 1,036 795 30.4% 1,036 795 30.4% 546 479 14.1% 494 437 13.2% 52 42 23.3% 490 316 55.2%
Adjusted EBITDA 1,052 820 28.3% 1,052 820 28.3% 564 502 12.4% 512 459 11.5% 52 43 21.8% 488 318 53.5%
 
  GPA Consolidated IFRS

GPA Consolidated
(ex. real estate projects)

GPA Food
(ex. real estate projects)

Food Retail
(ex. real estate projects)
Cash and Carry Viavarejo
% of Net Revenue
  3Q13 3Q12 3Q13 3Q12 3Q13 3Q12 3Q13 3Q12 3Q13 3Q12 3Q13 3Q12
Gross Profit 26.4% 26.3% 26.4% 26.3% 24.4% 25.8% 27.1% 28.2% 13.8% 14.2% 28.9% 26.8%
Selling Expenses 16.6% 16.7% 16.6% 16.7% 14.8% 15.4% 16.2% 16.7% 9.3% 9.1% 18.8% 18.3%
General and Administrative Expenses 2.7% 3.0% 2.7% 3.0% 2.6% 3.2% 3.0% 3.5% 1.3% 1.4% 2.7% 2.9%
Equity Income 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.2% 0.1% 0.0% 0.0% 0.1% 0.1%
Other Operating Revenue (Expenses) -0.1% -0.2% -0.1% -0.2% -0.2% -0.3% -0.3% -0.4% 0.0% -0.1% 0.0% 0.0%
Total Operating Expenses 19.2% 19.9% 19.2% 19.9% 17.5% 18.9% 19.3% 20.6% 10.6% 10.6% 21.3% 21.2%
Depreciation and Amortization -1.4% -1.7% 1.4% 1.7% 2.2% 2.3% 2.5% 2.5% 0.9% 1.0% 0.5% 0.9%
EBIT -1.4% -1.7% 5.8% 4.7% 4.7% 4.7% 5.3% 5.1% 2.3% 2.7% 7.1% 4.7%
Net Financial Revenue (Expenses) 2.2% 2.2% 2.2% 2.3% 1.7% 1.8% 2.0% 2.0% 0.4% 0.7% 2.8% 2.9%
Income Before Income Tax 3.6% 2.4% 3.6% 2.4% -3.0% 2.9% -3.3% 3.0% 1.9% 2.0% 4.3% 1.8%
Income Tax 1.0% 0.7% 1.0% 0.7% -0.7% 0.8% -0.8% 0.9% 0.7% 0.7% 1.4% 0.6%
Net Income - Company 2.5% 1.7% 2.5% 1.7% 2.3% 2.0% 2.5% 2.2% 1.3% 1.3% 2.9% 1.3%
Minority Interest - noncontrolling 0.5% -0.2% 0.5% -0.2% 0.2% 0.2% 0.2% 0.2% 0.0% 0.0% 1.4% 0.6%
Net Income - Controlling Shareholders(1) 2.0% 1.6% 2.0% 1.5% 2.4% 2.2% -2.7% 2.4% 1.3% 1.3% 1.5% 0.6%
EBITDA 7.4% 6.5% 7.4% 6.5% 7.1% 7.1% 8.0% 7.8% 3.3% 3.7% 7.7% 5.9%
Adjusted EBITDA 7.5% 6.7% 7.5% 6.7% 7.3% 7.4% 8.3% 8.2% 3.3% 3.7% 7.7% 5.9%
(1) Net Income after noncontrolling shareholders
(2) Weighted average number of shares during the period.

 

 

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STATEMENT OF CASH FLOW
(R$ million) GPA Consolidated
  09.30.2013 09.30.2012
Net Income for the period 709 617
Adjustment for Reconciliation of Net Income    
Deferred Income Tax 6 84
Income of Permanent Assets Written-Off 6 9
Depreciation and Amortization 648 617
Interests and Exchange Variation 700 903
Adjustment to Present Value 7 (22)
Equity Income (28) (12)
Provision for Contingencies 310 57
Provision for low and losses of fixed assets 3 (23)
Share-Based Compensation 30 28
Allowance for Doubtful Accounts 351 205
Net profit/loss on shareholder interest - (24)
Provision for Obsolescence and Retail Loss (10) 29
Swap revenue - (97)
Deferred Revenue (41) -
Extraordinary Expenses 188 -
  2,878 2,371
Asset (Increase) Decreases    
Financial Investments (23) -
Accounts Receivable (77) 14
Inventories (497) 336
Taxes recoverable (153) (441)
Financial Instrument - (51)
Other assets (91) (59)
Related Parties (94) (57)
Judicial Deposits (194) (125)
  (1,130) (382)
Liability (Increase) Decrease    
Suppliers (549) (1,293)
Payroll and Charges 210 206
Taxes and Contribuitions (184) (237)
Other Accounts Payable (372) 14
Lawsuits (43) (43)
  (938) (1,353)
Net Cash Generated from (Used in) Operating Activities 810 636
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES
  GPA Consolidated
(R$ million) 09.30.2013 09.30.2012
 
Companies Acquisition (63) (43)
Capital Increase in Subsidiaries - -
Acquisition of Property and Equipment (1,158) (838)
Increase Intangible Assets (140) (47)
Sales of Property and Equipment 71 45
Net Cash Acquisition - 0
 
Net Cash Flow Investment Activities (1,289) (883)
 
Cash Flow from Financing Activities - -
Increase (Decrease) of Capital 12 13
Funding and Refinancing 3,877 5,694
Payments (5,042) (4,498)
Interest Paid (440) (223)
Dividend Payments (234) (159)
 
Net Cash Generated from (used in) Financing Activities (1,827) 828
 
Cash and Cash Equivalents at the Beginning of the Year 7,086 4,970
Cash and Cash Equivalents at the End of the Year 4,780 5,551
Change in Cash and Cash Equivalent (2,306) 581

 

 

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      BREAKDOWN OF GROSS SALES BY BUSINESS      
(R$ million) 3Q13 % 3Q12 % Δ 9M13 % 9M12 % Δ
 
Pão de Açúcar 1,539 9.8% 1,383 10.1% 11.3% 4,518   9.9% 4,105 10.1% 10.1%
Extra Hiper 3,427 21.8% 3,271 23.9% 4.8% 10,236   22.4% 9,943 24.3% 3.0%
Minimercado Extra 122 0.8% 64 0.5% 89.1% 318   0.7% 172 0.4% 84.6%
Extra Supermercado 1,217 7.7% 1,113 8.1% 9.4% 3,619   7.9% 3,341 8.2% 8.3%
Assaí 1,738 11.1% 1,265 9.3% 37.4% 4,723   10.4% 3,538 8.7% 33.5%
Others Business (1) 405 2.6% 388 2.8% 4.6% 1,167   2.6% 1,095 2.7% 6.6%
GPA Food 8,448 53.7% 7,484 54.8% 12.9% 24,581   53.9% 22,193 54.3% 10.8%
Real Estate Projects - - - - - -   - 98 0.2% -
Pontofrio 1,472 9.4% 1,320 9.7% 11.5% 4,388   9.6% 3,978 9.7% 10.3%
Casas Bahia 4,590 29.2% 4,021 29.4% 14.1% 13,432   29.4% 11,996 29.4% 12.0%
Nova Pontocom 1,210 7.7% 841 6.2% 43.9% 3,223   7.1% 2,572 6.3% 25.3%
Viavarejo (2) 7,272 46.3% 6,182 45.2% 17.6% 21,042   46.1% 18,546 45.4% 13.5%
GPA Consolidated 15,720 100.0% 13,666 100.0% 15.0% 45,623   100.0% 40,837 100.0% 11.7%
(1) Includes Gas Station and Drugstores sales.
(2) Includes Ponto Frio, Nova Casas Bahia and Nova Pontocom sales.

 

 

 

  BREAKDOWN OF NET SALES BY BUSINESS
(R$ million) 3Q13 % 3Q12 % Δ 9M13 % 9M12 % Δ
 
Pão de Açúcar 1,404 10.0% 1,241 10.2% 13.1% 4,106 10.1% 3,686 10.1% 11.4%
Extra Hiper 3,096 22.0% 2,909 23.9% 6.4% 9,203 22.5% 8,832 24.3% 4.2%
Minimercado Extra 115 0.8% 60 0.5% 90.8% 298 0.7% 160 0.4% 85.8%
Extra Supermercado 1,131 8.0% 1,016 8.4% 11.3% 3,349 8.2% 3,047 8.4% 9.9%
Assaí 1,598 11.3% 1,154 9.5% 38.4% 4,336 10.6% 3,232 8.9% 34.1%
Others Business (1) 402 2.9% 380 3.1% 5.6% 1,156 2.8% 1,082 3.0% 6.9%
GPA Food 7,744 55.0% 6,761 55.6% 14.5% 22,448 55.0% 20,039 55.1% 12.0%
Real Estate Projects - - - - - - - 98 0.3% -
Pontofrio 1,275 9.1% 1,155 9.5% 10.4% 3,810 9.3% 3,483 9.6% 9.4%
Casas Bahia 3,983 28.3% 3,475 28.6% 14.6% 11,703 28.7% 10,379 28.6% 12.8%
Nova Pontocom 1,075 7.6% 764 6.3% 40.7% 2,882 7.1% 2,341 6.4% 23.1%
Viavarejo (2) 6,333 45.0% 5,394 44.4% 17.4% 18,395 45.0% 16,203 44.6% 13.5%
GPA Consolidated 14,077 100.0% 12,155 100.0% 15.8% 40,843 100.0% 36,340 100.0% 12.4%
(1) Includes Gas Station and Drugstores sales.
(2) Includes Ponto Frio, Nova Casas Bahia and Nova Pontocom sales.

 

 

SALES BREAKDOWN (% of Net Sales)
 
    GPA Consolidated     GPA Food  
  3Q13 3Q12 9M13 9M12 3Q13 3Q12 9M13 9M12
 
Cash 42.5% 41.3% 41.8% 41.1% 53.0% 53.4% 53.2% 53.2%
Credit Card 47.2% 47.7% 47.9% 48.4% 38.4% 38.9% 38.4% 39.3%
Food Voucher 4.7% 4.2 4.5% 4.1% 8.5% 7.6% 8.5% 7.4%
Credit 5.7% 6.8% 5.9% 6.6% 0.1% 0.1% 0.1% 0.1%
Post-Dated Checks 0.1% 0.1% 0.0% 0.1% 0.1% 0.1% 0.1% 0.1%
Payment Book 5.6% 6.7% 5.8% 6.5% - - - -

 

 

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  STORES OPENINGS/CLOSINGS BY BANNER
  06/30/2013 Opened Closed 09/30/2013
 
Pão de Açúcar 165 1 - 166
Extra Hiper 138 - - 138
Extra Supermercado 209 - - 209
Minimercado Extra 141 12 1 152
Assaí 67 2 - 69
Other Business 242 - - 242
Gas Satation 85 - - 85
Drugstores 157 - - 157
GPA Food 962 15 1 976
Pontofrio 395 3 1 397
Casas Bahia 576 2 - 578
GPA Consolidated 1,933 20 2 1,951
 
Sale Area ('000 m2 )        
GPA Food 1,614     1,629
GPA Consolidated 3,026     3,046
 
# of employees ('000) 153     155

 

 

 

 

Page 39

  

 


 

3Q13 Results Conference Call and Webcast

Friday, October 18, 2013

11:00 a.m. (Brasília time) | 10:00 a.m. (NY) | 3:00 p.m. (London)

Conference call in Portuguese (original language)

55 11 2188-0155

Conference call in English (simultaneously translated)

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

CONTACTS

Investor Relations – GPA and Viavarejo

Phone: (11) 3886-0421

Fax: (11) 3884-2677

gpa.ri@grupopaodeacucar.com.br

Website: www.gpari.com.br 

www.viavarejo.com.br/ri 

Media Relations - GPA

Phone: (11) 3886-3666

imprensa@grupopaodeacucar.com.br

Media Relations - Viavarejo

Phone: (11) 4225-9228

imprensa@viavarejo.com.br | imprensa@casasbahia.com.br 

Social Media News Room

http://imprensa.grupopaodeacucar.com.br/category/gpa/

Twitter - Press

@imprensagpa

Casa do Cliente – Customer Service

Pão de Açúcar: 0800-7732732/ Extra: 0800-115060

Ponto Frio: (11) 4002-3388/Casas Bahia: (11) 3003-8889

 

The financial information contained in the financial statements is presented in accordance with the accounting practices adopted in Brazil and refers to the third quarter of 2013 (3Q13), except where otherwise noted, with comparisons made over the same period last year.

Any and all information derived from non-accounting or not accounting numbers has not been reviewed by independent auditors.

Calculation of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is according to the table on page 6. The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months and which were not closed for seven consecutive days or more in this period. Acquisitions are not included in the same-store calculation base in the first 12 months of operation.

 

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 September 2013 was 5.86%.

 

 

About GPA and Viavarejo: GPA is Brazil’s largest retailer, with a distribution network comprising approximately 1,810 points of sale and electronic channels. The Group’s multiformat structure consists of GPA Food and Viavarejo. GPA Food’s operations comprise supermarkets (Pão de Açúcar and Extra Supermercado), hypermarkets (Extra), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), gas stations and drugstores. GPA Food’s business is classified as Food and Non-Food (electronics/home appliances, clothing, general merchandise, drugstore and gas stations). Viavarejo’s  operations consist of brick-and-mortar stores selling electronics/home appliances and furniture (Ponto Frio and Casas Bahia) and online stores (Nova Pontocom: Extra.com.br, PontoFrio.com.br, Casasbahia.com.br, Barateiro.com.br, Partiu Viagens and e-Hub). Founded in 1948 in São Paulo, the Group is present in 20 of the 27 Brazilian states, which jointly account for 94.1% of the country’s GDP.

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.

 

Page 40


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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

1.    Corporate information

 

Companhia Brasileira de Distribuição ("Company" 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, "Extra Hiper", "Extra Supermercado", “Minimercado Extra”, “Assai”, “Pontofrio” and “Casas Bahia", in addition to the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com” and “Partiuviagens.com”. Its headquarters are located at São Paulo, SP, Brazil.

 

Founded in 1948, the Company has 155 thousand employees, 1,951 stores in 19 Brazilian states and in the Federal District and a logistics infrastructure comprised of 54 distribution centers located in 13 states and Federal District at September 30, 2013. 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 on July 2, 2012 became a subsidiary of Casino Guichard Perrachon (“Casino”).

 

a)     Casino Arbitration

 

On May 30, 2011, Casino filed two arbitration requests in accordance with the rules set forth by the International Arbitration Court of the International Chamber of Commerce against Mr. Abilio dos Santos Diniz, Mrs. Ana Maria Falleiros dos Santos Diniz D’Avila, Mrs. Adriana Falleiros dos Santos Diniz, Mr. João Paulo Falleiros dos Santos Diniz, Mr. Pedro Paulo Falleiros dos Santos Diniz and Península Participações S.A. (“Península”).

 

On July 1, 2011, Casino filed another arbitration request in accordance with the rules set forth by the International Arbitration Court of the International Chamber of Commerce, with the abovementioned parties and the Company as the defendants.

 

On October 5, 2011, Mr. Abilio dos Santos Diniz, Mrs. Ana Maria Falleiros dos Santos Diniz D’Avila, Mrs. Adriana Falleiros dos Santos Diniz, Mr. João Paulo Falleiros dos Santos Diniz, Mr. Pedro Paulo Falleiros dos Santos Diniz and Península presented their responses to both arbitration requests and filed counterclaims.

 

The arbitrations were unified into one single proceeding and an arbitration court composed of three members, was established to settle the dispute. This first hearing of the aforementioned arbitration proceeding, was held in São Paulo on May 9, 2012. The arbitration process the Counter Claims is subject to a confidentiality clause and aims to ensure the observation of the Wilkes shareholders´ agreement and the law. On June 21, 2012 the Company raised an objection claiming that the Company there is no reason for the Company to be part in this arbitration, as it is not a part of Wilkes’s Shareholders’ Agreement.

 

On April 5, 2013, the arbitration court accepted the exclusion of the Company from arbitration.

 

On 6 September 2013, the Casino Group and Mr. Abilio dos Santos Diniz, together with its related parties entered into a Private Instrument of Transaction and Waiver of Rights. As a result of the transaction mutually agreed, the parties filed front of International Chamber of Commerce ("ICC") a petition seeking the closure of all arbitration procedures required by the parties that were going on at that moment. The parties also agreed to terminate any and all litigation against the other party and against any third party (related to the controversies of the parties), nor take any action or bring any action based on any rights under the agreements previously signed between the parties or based on understandings of the parties prior to September 6, 2013.

Page 41


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

1.    Corporate information -- Continued 

 

b)     Transaction between Casino Guichard-Perrachon and Mr. Abilio dos Santos Diniz

 

Pursuant to Material Fact disclosed by the Company on September 6, 2013, we were informed jointly by Casino Guichard-Perrachon, our controlling shareholder, and Mr. Abilio dos Santos Diniz, who, on that date, the parties entered into a Private Instrument of Transaction and Waiver of Rights ("Transaction Agreement") whereby both agreed to transact any and all disputes, claims or disputes relating to their society in Brazil, especially as shareholders of our parent company, Wilkes, and Company. The Transaction Agreement, among other rules, established the following:

 

a)   Barter of Share Ownership: The Casino and its affiliates ("Casino Group") exchanged 19,375,000 million of preferred shares issued by the Company that it holds in consideration for 19,375,000 million common shares issued by Wilkes, currently held by the group led by Mr Abilio Diniz ("AD Group"). The transfer of 11,229,075 shares is subject to the prior approval of the Anti-Trust Agency (“CADE”);

 

b)   Termination of Agreements: on the same date were terminated agreements initially entered into between the Casino Group and the AD Group, as Wilkes`s Shareholders Agreement, the Shareholders Agreement and the Company's Option Agreement Conditional Share Sale;

 

c)   Rights Group as shareholders of our Company: As a result of the exchange of equity mentioned above, neither the AD Group, neither Mr. Abilio Diniz, has any right to partner other than those granted to shareholders by the Corporation Law;

 

d)   Arbitration Procedures and other ongoing disputes: As a result of the transaction mutually agreed, the parties filed a petition front of ICC seeking the closure of all ICC Arbitration Procedures No. 17977/CA (C-18055/CA) and 19165 / CA;

 

e)   Non-Competition: In relation to the obligation of non-competition originally specified in Sections 14.3. and 14.3.1. the Shareholders' Agreement Wilkes, Group AD was released from any obligation to that effect, and;

 

f)    Real estate: The real estate contract structure, in which the AD Group acquired and subsequently leased to our Company's 60 stores since 2005, will not be affected by the Transaction Agreement and continue in full force.

 

 

 

Page 42


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

1.    Corporate information –Continued 

 

c)  Corporate reorganization

 

At December 28, 2012, the Annual General Meeting approved a corporate reorganization with the purpose of obtaining administrative, economic and financial benefits for the Group, the base date of the restructuring were the balance sheets of subsidiaries at December 31, 2012. The reorganization consists of the merger by the Company of the operations of 44 stores of the subsidiary Sé Supermercados Ltda. (“Sé”), with net assets of R$515, and 6 stores of the subsidiary Sendas Distribuidora S.A. (“Sendas”), with net assets of R$504. 

 

Additionally, there was a swap of equivalent amounts of shares between the Company and the subsidiary Novasoc Comercial Ltda. (“Novasoc”), in which the Company assigned 17.25% of Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”), in exchange for 6.9% of Sé Supermercados. The same meeting also approved an increase of R$557,534 in the Company’s interest in Barcelona, without the issue of new shares, using the Company’s credits against this subsidiary.

 

The reorganization had a R$7,491 impact on the result for the year ended December 31, 2012, mainly related to the loss of deferred social contribution tax credits in its subsidiaries. 

 

The effects on the balance sheet of December 31, 2012 of the parent company as a result of the merger of subsidiaries Sé and Sendas, describe above, were the following:

 

Assets

12.31.2012

Cash and cash equivalents 

275,636

Trade accounts receivable, net

20,998

Inventories

92,813

Recoverable taxes 

5,489

Other receivables 

1,257

Total current assets

396,193

   

Restricted deposits for legal proceedings 

62,519

Recoverable taxes 

8,829

Investments

801,775

Property and equipment, net

225,297

Intangible assets

173,247

Total noncurrent assets

1,271,667

Total assets

1,667,860

 

 

 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

1.    Corporate information -- Continued 

 

c)  Corporate reorganization -- Continued

 

Liabilities

 

Trade accounts payable 

125,528

Payroll and related charges 

16,980

Taxes and contributions payable

8,005

Related parties 

1,446,936

Others accounts payable

14,684

Total current liabilities

1,612,133

   

Provision for contingencies

54,708

Total noncurrent liabilities

54,708

Total liabilities

1,666,841

   

Net assets merged

1,019

 

On January 2, 2013, the Extraordinary General Meeting also approved an increase in the Company’s interest in Sendas Distribuidora amounting to R$1,100,000, without the issue of new shares, using the Company’s credits against this subsidiary.

 

d)  Arbitration request by Morzan

 

Pursuant to the Material Fact released on June 15, 2012, the Company announced that it received a letter from the International Chamber of Commerce -ICC notifying about the request for the filing of an arbitration proceedings (“Proceedings”) submitted by Morzan Empreendimentos e Participações Ltda. (“Morzan”), former controlling shareholders of Globex Utilidades S.A. (Pontofrio banner), currently denominated Via Varejo S.A. (“Via Varejo”).

 

The Proceedings are associated with issues originating from the Share Purchase Agreement executed between the subsidiary Mandala Empreendimentos e Participações S.A. on June 8, 2009 (“Agreement”) for acquisition of 86,962,965 registered common shares with no par value, which then represented 70.2421% of the total and voting capital of Globex Utilidades S.A., previous corporate name of Via Varejo S.A. (“Via Varejo”), subject matter of the Material Fact disclosed by the Company on June 8, 2009. The arbitration terms are subject to confidentiality requirements.

 

On July 11, 2012, the Company exercised its right to appoint an arbitrator to compose the arbitration court responsible for conducting the Proceedings.

 

The Company understands that the request is unfounded, given that the agreement was fully complied with, as it will be demonstrated during the Proceedings.

 

Until the present date there were no developments in this arbitration, thus not causing any impact on these interim financial information. The Company will maintain its shareholders and the market informed of any material developments regarding the Proceedings.

 

e)     Valuation of net assets merged of the association between Companhia Brasileira de Distribuição and Casas Bahia

 

In relation to the work performed by external consultants informed to the market by Company on October 16, 2012 and Via Varejo on May 23, 2013, there was already a conclusion of an important portion of the work during the second quarter of 2013, with the required accounting adjustments recorded in the quarterly financial information at June 30, 2013. The results are being analyzed, and the work will be completed at the earliest. At this moment, the Company is not aware of any other adjustment that should be recorded in the quarterly financial information at September 30, 2013.

 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

1.    Corporate information –Continued 

 

f)      Performance Commitment Agreement

 

As Material Fact released on April 17, 2013, the Via Varejo, the Company, CB (“Casas Bahia”) and the Anti-Trust Agency ("CADE") entered into the Performance Commitment Agreement ("TCD"), for the approval of the Association Agreement concluded between the Company and CB on December 4, 2009 and amended on July 1, 2010, which aims to establish measures that:

 

(i)      prevent the unification of operations involving substantial elimination of competition;

(ii)     ensure conditions for the existence of effective competition in the markets affected by the transaction;

(iii)    ensure conditions for fast and efficient entry of competitors in these markets;

(iv)    ensure that the benefits of the association are distributed fairly among the participants on the one hand, and final consumers, on the other, those specific markets.

 

In order to fulfill the objectives of the TCD, the Via Varejo and its shareholders have a primary obligation to sell 74 stores, located in 54 municipal regions distributed in six States and the Federal District, which together accounted for approximately 3% of consolidated gross sales of Via Varejo on September 30, 2013 (3% on December 31, 2012).

 

CADE has supervised the obligations of the TCD, being Via Varejo subject to present data and information that the authority considers necessary.

 

The Via Varejo has not identified the necessity of recognizing, in the interim financial information for the nine-month period ended September 30, 2013, the impairment assets related to the stores.

 

 

2.    Basis of preparation

 

The quarterly financial information comprises:

 

·         The consolidated quarterly financial information were prepared of according to the technical pronouncement CPC 21 (R1) - Interim Financial Reporting and IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board – IASB, and presented in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of quarterly financial information; and

 

·         The parent company quarterly financial information were prepared of according to the technical pronouncement CPC 21 (R1) - Interim Financial Reporting, and presented in a manner consistent with the standards issued by CVM, applicable to the preparation of quarterly financial information.

 

The accounting practices adopted in Brazil include those in Brazilian corporate law and the pronouncements and technical guidelines and interpretations issued by the Accounting Pronouncements Committee - CPC and approved by CVM.

 

The quarterly financial information has been prepared on the historical cost basis except for certain financial instruments measured at their fair value.

 

 

 

Page 45


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

2.    Basis of preparation -- Continued

 

The items included in the quarterly financial information of the parent company and consolidated were measured by adopting the currency of the main economic scenario where the subsidiaries operates (“functional currency”), that is Real (“R$”), which is the reporting currency of these interim financial information.

 

The quarterly financial information for the nine-month period ended September 30, 2013 was approved by the Board of Directors at October 16, 2013.

 

 

3.    Basis for consolidation

 

a)     Interest in subsidiaries, associates and joint operation:

 

 

Investment interest - %

 

09.30.2013

12.31.2012

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.

99.99

0.01

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.

99.99

0.01

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.

-

52.41

-

52.41

Via Varejo S.A.

52.41

-

52.41

-

Globex Administração e Serviços Ltda. (“GAS”) 

-

52.41

-

52.41

Nova Casa Bahia S.A. (“NCB”)

-

-

-

52.41

 

 

 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

3.    Basis for consolidation -- Continued

 

a)   Interest in subsidiaries. associates and joint operation: -- Continued

 

 

Investment interest - %

 

09.30.2013

12.31.2012

Subsidiaries:

Company

Indirect interest

Company

Indirect interest

 

 

 

 

 

Ponto Frio Adm. e Importação de Bens Ltda.

-

52.40

-

52.41

Rio Expresso Com. Atacad. de Eletrodoméstico Ltda.

-

52.41

-

52.41

Globex Adm. Consórcio Ltda.

-

52.41

-

52.41

PontoCred Negócio de Varejo Ltda.

-

52.41

-

52.41

Nova Extra Eletro Comercial Ltda.

0.10

52.36

0.10

52.36

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

39.05

31.11

39.05

31.11

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

-

70.16

-

70.16

Nova Experiência Pontocom S.A.

-

70.16

-

70.16

Sabara S.A

-

52.41

-

52.41

Casa Bahia Contact Center Ltda.

-

52.41

-

52.41

Globex - Fundo de Investimentos em Direitos Creditórios (“Globex FIDC”)

-

-

-

52.41

 

 

 

 

 

Associates

 

 

 

 

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

-

43.22

-

43.22

Dunnhumby Brasil Cons. Ltda.

2.00

-

2.00

-

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

-

26.21

-

26.21

FIC Promotora de Vendas Ltda.

-

43.22

-

43.22

 

 

 

 

 

Joint operation

 

 

 

 

Indústria de Móveis Bartira Ltda. (“Bartira”) 

-

13.10

-

13.10

 

 

 

 

 

 

All interest were calculated considering the percentages held by the GPA or its subsidiaries. The consolidation not necessarily reflects these percentages, as some companies have shareholders’ agreement in which the Company has control and therefore allows the full consolidation.

 

b)  Subsidiaries 

 

The consolidated quarterly financial information includes the financial information of all subsidiaries over which the Company exercises control directly or indirectly.

 

Subsidiaries are all entities over which the Company has the control. The Company controls an entity when it is exposed, or has rights to variable returns as a result of its involvement with the investee and when the returns of the investor due to their involvement has the potential to vary as a result of the performance of the investee. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control and they are excluded from consolidated, when applicable, considering the date in which control ceases.

 

The quarterly financial information of the subsidiaries is prepared on the same closing date as those of the Company, using consistent accounting policies. All intragroup balances, including income and expenses, unrealized gains and losses and dividends resulting from intragroup transactions are eliminated in full.

 

 

 

Page 47


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

3.      Basis for consolidation – Continued

 

b)   Subsidiaries -- Continued

 

Gains or losses resulting from changes in equity interest in subsidiaries, not resulting in loss of control are directly recorded in shareholders’ equity.

 

Losses are attributed to the noncontrolling interest, even if it results in a deficit balance.

 

The main direct or indirect subsidiaries, included in the consolidation and the percentage of the Company’s interest comprise:

 

i.    Novasoc 

 

Although the Company’s interest in Novasoc represents 10% of its shares, Novasoc is included in the consolidated quarterly financial information, as the Company controls 99.98% of the Novasoc’s voting rights, pursuant to the shareholders’ agreement. Moreover, under the Novasoc shareholders’ agreement, the appropriation of its net income does not require to be proportional to the shares of interest held in the partnership.

 

ii.   Via Varejo

 

The Company holds 52.41% of Via Varejo’s capital, giving it control of this subsidiary by consolidating their full financial information. The Via Varejo concentrates activities of trade electronic products, operating under the brands “Pontofrio” and “Casas Bahia”. The Company also operates by its subsidiary Nova Pontocom, in e-commerce of any product for the consumer by the websites: www.extra.com.br, www.pontofrio.com.br,  www.casabahia.com.br, www.barateiro.com.br  and  www.partiuviagens.com.br

 

On January 2, 2013 at the Extraordinary General Meeting, the incorporation of the subsidiary NCB by its parent company Via Varejo was approved. With the merger, there will be no impact on the consolidated quarterly financial information, in the capital or in equity. The net assets of incorporation were the subject of the appraisal report at book value on the date of incorporation.

 

The merger of NCB by Via Varejo aims to simplify the organizational structure and corporate companies, thus providing a reduction of administrative and operational costs.

 

iii.  Sendas 

 

The Company directly or indirectly holds 100.00% of Sendas’ capital, which operates in the retail trade segment, mainly in the State of Rio de Janeiro.

 

iv.  GPA M&P

 

The GPA M&P aims to manage and operate the Company´s real estate assets.

 

 

 

 

Page 48


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

3.    Basis for consolidation – Continued 

 

c) Associates - BINV and FIC

 

The Company’s investments in its associates Financeira Itaú CBD S.A. – Crédito, Financiamento e Investimento (“FIC”) and Banco Investcred Unibanco S.A. (“BINV”), both entities that finance sales directly to GPA and Via Varejo customers are result of an association between Banco Itaú Unibanco S.A. (“Itaú Unibanco”) with GPA and Via Varejo. Such investments are accounted for using the equity method. An associate is an entity in which the Company has significant influence, but not the control, prevailing decisions related to the operational and financial management of BINV and FIC belongs to Itaú Unibanco.

 

The statement of income for the period reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the shareholders’ equity of the associate, the Company recognizes its share of any changes and discloses this, when applicable, in the statement of changes in shareholders’ equity. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.

 

The profit sharing of associates is shown in the statement of income for the period as equity method results. The quarterly financial information of the associates are prepared for the same closing date as the Parent Company, and when necessary, adjustments are made to bring the accounting policies in line with those of the Company.

 

The Company has significant involvement in operational decisions by the FIC Board of Directors of this entity.

 

After application of the equity method, the Company determines whether it is necessary to recognize an additional loss due to non-recoverability on the Company’s investment in its associates. The Company determines at each balance date whether there is any evidence that the investment in the associate will not be recoverable. If applicable, the Company calculates the impairment amount as the difference between the investment recoverable value of the associate and its carrying amount and recognizes the loss in the statement of income for the period.

 

FIC’s summarized interim financial information are as follows:

 

 

Consolidated

 

09.30.2013

12.31.2012

 

 

 

Current assets

3,400,876

3,384,723

Noncurrent assets

42,578

43,171

Total assets

3,443,454

3,427,894

 

 

 

Current liabilities

2,727,430

2,768,570

Noncurrent liabilities

20,583

18,710

Shareholders’ equity

695,441

640,614

Total liabilities and shareholders’ equity

3,443,454

3,427,894

 

 

 

 

09.30.2013

09.30.2012

Operating results

 

 

Revenues

652,150

667,526

Operating income

98,780

44,145

Net income in the period

54,827

25,370

 

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. 

Page 49


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

3.    Basis for consolidation – Continued

 

d)  Interest in joint operation – Bartira

 

The Company maintains an indirect interest joint arrangement as determine the CPC 19R2 (“IFRS11”), named Bartira, in which GPA holds through its subsidiary NCB 25% and Klein Family through Casa Bahia Comercial Ltda. (“Casa Bahia”), holds 75% which entered into a partnership agreement setting forth the joint control over decisions relating to the relevant activities of the investee.

 

The partnership agreement requires the unanimous resolution of participants to make decisions about the relevant activities, especially decisions about the financial and operating policies of Bartira.

 

The Company recognizes its interest in the joint operation, it combines of each asset, liabilities, income and expenses of joint operations with similar items line by line in its consolidated quarterly financial information. The joint operations quarterly financial information are prepared for the same period and under the same accounting criteria adopted by the Company.

 

The main lines of Bartira’s condensed quarterly financial information are shown below, it should be noted that the Company proportionately consolidates 25% of Bartira:

 

 

09.30.2013

 

12.31.2012

 

 

 

 

Current assets

128,236

 

157,196

Noncurrent assets

80,247

 

73,244

Total assets

208,483

 

230,440

 

 

 

 

Current liabilities

96,016

 

111,500

Noncurrent liabilities

10,038

 

16,440

Shareholders’ equity

102,429

 

102,500

Total liabilities and shareholders’ equity

208,483

 

230,440

 

 

 

 

 

09.30.2013

 

09.30.2012

Income:

 

 

 

Net revenue from sales and/or services

409,008

 

345,537

Net income before income and social contribution taxes

6,022

 

16,196

Net income for the period

-

 

12,028

 

 

4.    Significant accounting policies

 

The main accounting policies adopted by the Company in the preparation of quarterly financial statements in the Company and Consolidated, are consistent with those adopted and disclosed in Note 4 of the financial statements for the year ended December 31, 2012, disclosed on February 19, 2013 and therefore should be read together.

 

 

 

Page 50


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

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

 

Adoption of new standards, amendments and interpretations to existing standards issued by the IASB and CPC

 

The following new standards, amendments and interpretations of pronouncements applicable to the Company, were issued by the IASB and CPC with effect from January 1st 2013.

 

·         IFRS 10 / CPC 36 (R3): Consolidated financial statements – IFRS 10 replaced the IAS 27 and SIC 12 and includes a new definition of control that applies to the financial statements when an entity controls one or more entities. The Company assessed the conclusion on the consolidation of its subsidiaries under IFRS 10 is different from that adopted by the Company on January 1st, 2012 and December 31, 2012, according to IAS 27 and SIC 12. If the completion of the consolidation of its subsidiaries is different, the comparative period immediately preceding is adjusted to be consistent with the treatment adopted September 30, 2013, unless it is impracticable. The Company has concluded that the adoption of IFRS 10 does not change the consolidation of its subsidiaries, and therefore there is no impact on the interim financial information for the nine month period ended September 30, 2013.

 

·         IFRS 11 / CPC 19(R2): Joint arrangements – IFRS 11 replaced the SIC 13 and IAS 31 and applies to business contracts and controlled in conjunction. According to this standard, business and contracts controlled in conjunction with other shareholders are classified as joint arrangements. The accounting treatment will depend on the classification of the joint arrangement signed and can be recognized by the equity method (joint ventures), or the consolidation of its interests in assets, liabilities, revenues and expenses contributed to the operation (joint operation). The Company assessed the conclusion about the accounting treatment for joint arrangement participating in IFRS 11 is different from that adopted by the Company on January 1st, 2012 and December 31, 2012, according to IAS 31 and SIC 13. If the completion of the consolidation of their joint arrangement is different, the comparative period immediately preceding is adjusted to be consistent with the treatment adopted September 30, 2013, unless it is impracticable. The accounting recognition for joint operations under IFRS 11 is the same accounting treatment adopted for the consolidated financial statements for the year ended December 31, 2012. There is no impact on the interim financial information for the nine month period ended September 30, 2013 by adoption IFRS 11.

 

·         IFRS 12 / CPC 45: Disclosure of interest in other entities - IFRS 12 deals with the disclosure of interests in other entities, whose purpose is to enable users to know the risks, the nature and the effects on the financial statements of such participations. The disclosures included in the interim financial information for the nine month period ended September 30, 2013 are in accordance with IFRS 12.

 

·         IFRS 13 / CPC 46: Fair value measurement - IFRS 13 applies when other standards require or permit IFRS measurements or disclosures of fair value (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements). The disclosures included in the interim financial information for the nine month period ended September 30, 2013 are in accordance with IFRS 13.

 

There are no other standards and interpretations issued that significantly effect the result of the period or equity issued by the Company.

 

 

 

 

 

 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

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

 

Standards issued but not yet effective

 

Standards issued but not yet effective up to the date of the issuance of the Company’s quarterly financial information include the following standards and interpretations issued which the Company reasonably expects to have an impact on the disclosures, financial position or performance to be applicable at a future date. The Company intends to adopt those standards when they become effective:

 

·         IFRS 9 – Financial instruments - classification and measurement (CPC 38, 39 and 40) - IFRS 9 concludes the first part of the replacement project of “IAS 39 Financial Instruments: Recognition and Measurement”. IFRS 9 uses a simple approach to determine if a financial asset is measured at the amortized cost or fair value, based on the way how an entity administers its financial instruments (its business model) and the contractual cash flow, which is a characteristic of the financial assets. The standard also requires the adoption of only one method to determinate asset impairment. The standard will be effective for annual periods beginning on January 1st. 2015, and the Company does not expect any significant impact as a result of the adoption.

 

IASB issued clarifications on the IFRS rules and amendments. The main amendment as follow:

 

·           IAS 32 – Financial instrument: Presentation (CPC 39) - adds guidance on offsetting financial assets and financial liabilities whose amendment is effective for annual periods beginning on or after January 1, 2014, and the Company does not expect any significant impact as a result of the adoption.

 

·           IAS 36 – Impairment of assets (CPC 01) - adds guidance on the disclosure of recoverable amounts of non-financial assets, whose amendment is effective for annual periods beginning on or after January 1, 2014, and the Company is evaluating the impact of disclosure upon its adoption.

 

·           IAS 39 – Financial instruments: Recognition and measurement – adds guidance clarifying that there is no need to discontinue hedge accounting if the derivative instruments is renewed, provided that certain criteria are met. This amendment is effective for annual periods beginning on or after January 1, 2014, and the Company does not anticipate significant effect as result of its adoption.

 

·           IFRS 21 – The effect of changes in foreign exchange rates – provides guidance on when to recognize a liability for a tax imposed by the government and became effective from January 1, 2014, and the Company is evaluating the impact of disclosure upon its adoption.

 

There are no other rules or interpretations issued that have not been adopted yet that according to the Management’s opinion, may adversely affect the Company’s income (loss) or shareholders’ equity.

 

 

 

 

Page 52


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

6.    Significant accounting judgements, estimates and assumptions

 

Judgements. estimates and assumptions

 

The preparation of the Company’s individual and consolidated quarterly financial information requires Management to make judgements, estimates and assumptions that impact the reported amounts of revenues, 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 a material adjustment to the carrying amount of the asset or liability impacted in future periods.

 

The significant assumptions and estimates for interim financial information for the nine-month period ended September 30, 2013 were the same as those adopted in the consolidated and individual financial statements for the year ended December 31, 2012, originally presented on February 19, 2013, and therefore, should be read together.

 

 

7.    Cash and cash equivalents

 

 

 

Parent Company

 

Consolidated

 

Rate (a)

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

 

Cash on hand and in bank accounts

 

99,453

230,183

 

289,519

490,616

 

 

 

 

 

 

 

Financial investments:

 

 

 

 

 

 

Itaú BBA

101.8%

387,652

370,448

 

427,882

1,430,672

Itaú – Delta Fund

101.6%

5,012

706,458

 

180,433

1,831,692

Banco do Brasil

101.2%

199,313

722,665

 

936,400

1,376,813

Bradesco

100.2%

34

684,409

 

233,950

1,496,352

Santander

101.9%

147,622

61,744

 

744,660

62,692

CEF

101.0%

210,899

3,046

 

715,495

4,104

Votorantim

102.6%

101,468

2,196

 

422,551

5,850

Safra

101.6%

58,400

83,873

 

510,991

337,682

Credit Agricole

102.5%

30,010

-

 

90,031

-

BNP

101.1%

37,775

-

 

192,765

-

Outros

(b)

8,639

25,309

 

35,342

49,778

 

 

1,286,277

2,890,331

 

4,780,019

7,086,251

(a) Financial investments at September 30, 2013 and December 31, 2012 earn interest by the Interbank Deposit Certificate (“CDI”) rate per year and redeemable in terms of less than 90 days.

                 

 (b) Refer to automatic investments at the end of each month.

 

 

 

Page 53


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

8.    Trade accounts receivable

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

Credit card companies (a)

44,124

146,114

 

201,750

421,384

Sales vouchers

46,093

124,845

 

79,285

181,253

Consumer finance – CDCI (b)

-

-

 

2,148,864

2,078,439

Credit sales with post-dated checks

1,738

2,537

 

3,165

4,004

Accounts receivable from wholesale customers

-

-

 

24,656

30,016

Private label credit card – interest-free payments

in installments

33,177

22,356

 

33,172

22,360

Accounts receivable from related parties (Note 13 a)

87,587

192,430

 

-

-

Adjustment to present value (c)

-

-

 

(8,186)

(5,488)

Allowance for doubtful accounts (d)

-

(81)

 

(233,254)

(189,492)

Accounts receivable from suppliers

12,603

4,441

 

14,938

8,663

Others

-

-

 

100,597

94,940

Current

225,322

492,642

 

2,364,987

2,646,079

 

 

 

 

 

 

Consumer financing - CDCI

-

-

 

106,667

117,487

Allowance for doubtful accounts (d)

-

-

 

(9,165)

(8,988)

Others

-

-

 

15,783

-

Noncurrent

-

-

 

113,285

108,499

 

 

 

 

 

 

 

225,322

492,642

 

2,478,272

2,754,578

           

 

a)  Credit card companies

 

In the subsidiaries Via Varejo, NCB and Nova Pontocom, credit card payments related to the sale of goods and services are receivable in installments of up to 24 months. The Company and subsidiaries sell these receivables to banks or credit card companies without recourse or obligation related to obtaining working capital

 

In view of the restructuring of receivables funds previously used for credit assignment of accounts receivable with credit cards, which are described in note 10, in the nine-months period ended September 30, 2013, the Company and its subsidiaries sold its receivables from credit card issuers in the amount of R$21,067,913 to operators or banks directly, without any right of recourse or obligation related.  

 

b) Consumer finance– CDCI – Via Varejo

 

Refers to direct consumer credit through an intervening party (CDCI), which can be paid in up to 24 installments, however, are substantially less than 12 months.

 

The Company maintains agreements with financial institutions where it is referred to as the intervening party of these operations, (see Note 19).

 

c)  Adjustment to present value

 

The discount rate used by the subsidiary Via Varejo, operations banner "Casas Bahia" considers current market valuations of the time value of money and the asset's specific risks. Credit sales with the same cash value were carried to their present value on the transaction date, in view of their terms, adopting the monthly average rate of receivables anticipation with credit card companies. In the nine-month period ended September 30, 2013 these rates averaged 0.75% per month (0.72% per month at December 31, 2012).

 

 

 

 

 

Page 54


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

8.    Trade accounts receivable -- Continued 

 

d)  Allowance for doubtful accounts

 

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

 

 

 

Parent Company

 

Consolidated

 

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

 

At the beginning of the period

 

(81)

-

 

(198,480)

(217,968)

Allowance for doubtful accounts

 

(41)

(81)

 

(351,542)

(324,462)

Recoveries and provision write-off

 

122

-

 

307,603

343,950

At the end of the period

 

-

(81)

 

(242,419)

(198,480)

 

 

 

 

 

 

 

Current

 

-

(81)

 

(233,254)

(189,492)

Noncurrent

 

-

-

 

(9,165)

(8,988)

 

Below we present the composition of accounts receivable on a gross basis by maturity period:

 

 

 

 

 

Falling due

 

Past-due receivables

 

 

Total

 

 

<30 days

 

30-60 days

 

61-90 days

 

>90 days

09.30.2013

 

2,720,691

 

2,468,699

 

124,190

 

48,881

 

31,361

 

47,560

12.31.2012

 

2,953,058

 

2,775,925

 

91,796

 

32,820

 

21,823

 

30,694

 

 

9.    Other accounts receivable

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Accounts receivable related to sale from property and

equipment

12,707

11,345

 

55,610

78,821

Cooperative allowance with vendors

-

-

 

12,115

51,939

Advances to suppliers

13,115

7,839

 

26,103

10,396

Amounts to be reimbursed

10,892

12,274

 

84,731

93,100

Trade accounts receivable from services

-

-

 

4,223

5,127

Rental receivable

10,248

13,110

 

14,885

17,630

Advances to payment and loans to employees

-

-

 

43,776

10,004

Accounts receivable - Paes Mendonça (a)

-

-

 

504,895

484,008

Others

777

2,313

 

41,697

26,849

 

47,739

46,881

 

788,035

777,874

 

 

 

 

 

 

Current

24,185

21,141

 

212,672

221,477

Noncurrent

23,554

25,740

 

575,363

556,397

 

 

 

 

 

 

 

a)     Accounts receivable – Paes Mendonça

 

       Accounts receivable from Paes Mendonça relate to amounts deriving from the payment of third-party liabilities by the subsidiaries Xantocarpa, Novasoc and Sendas. Pursuant to contractual provisions, these accounts receivable are monetarily restated (General Market Price Index – IGP-M) and guaranteed by commercial lease rights (“Commercial rights”) of certain stores currently operated by the Company, Novasoc and Sendas. The maturity of the accounts receivable is linked to the lease agreements, which expire in 2014.

 

 

Page 55


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

10.   Receivables securitization fund

 

In order to change its policy of sales of receivables, the Company negotiated changes to its receivables funds, as follows:

 

a)     PAFIDC: There was a change in the bylaw of PAFIDC approved at the General Meeting of Shareholders of December 21, 2012, in which the Company no longer has interest or obligation to the Fund. The Fund had its name changed to denominate Multicredit FIDC and no longer holds, exclusively, GPA receivables.

 

Therefore, as GPA no longer has any interest in the current FIDC and has no obligation to absorb any of the expected risks of the fund's assets, the Fund ceased to be consolidated on December 26, 2012.

 

b)    Globex FIDC: The operations of discounted receivables by credit card through the Globex FIDC were closed on December 14, 2012, in mutual agreement with the senior quotaholders. 

 

Thus, the senior quotas were paid to quotaholders by the fund and on December 31, 2012, remained in the fund balance of cash and obligations in counterpart to subordinated quotas that had been completely redeemed, thus completing the process of liquidation of the Fund during the first quarter of 2013.

 

With this restructuring the Company and Via Varejo began carrying out the operation of discount of the receivables, as described in note 8 a).

 

 

11.   Inventories

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

Stores

1,306,762

1,288,127

 

3,827,324

2,890,345

Distribution centers

811,100

892,962

 

2,559,206

3,037,565

Inventories in construction (d)

-

-

 

172,280

172,280

Bonus in inventories (a)

(42,967)

(40,251)

 

(91,189)

(99,453)

Provision for obsolescence/shrinkage (b)

(4,585)

(8,141)

 

(43,071)

(53,126)

Present value adjustment (c)

-

-

 

(555)

(15,683)

 

2,070,310

2,132,697

 

6,423,995

5,931,928

 

 

 

 

 

 

Current

2,070,310

2,132,697

 

6,251,715

5,759,648

Noncurrent

-

-

 

172,280

172,280

 

a)     Bonuses in inventories

 

The Company records bonuses received from vendors in the statement of income as the inventories, that gave rise to the bonuses are realized.

 

b)    Provision for obsolescence/losses and breakage

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

At the beginning of the period

(8,141)

(6,780)

 

(53,126)

(75,809)

Additions

(2,991)

(5,132)

 

(34,390)

(59,311)

Write-offs

6,547

3,771

 

44,445

81,994

At the end of the period

(4,585)

(8,141)

 

(43,071)

(53,126)

 

 

 

 

 

 

 

Page 56


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

11.   Inventories -- Continued

 

c)     Present value adjustment – Nova Pontocom

 

The adjustment to present value of inventories refers to the corresponding entry of the adjustment to present value of the trade accounts payable of the subsidiary Nova Pontocom. For the Company and other subsidiaries, Management did not record the present value adjustment since the operations are short term and it considers the effect of said adjustments to be irrelevant when compared to the interim financial information taken as a whole.

 

d)    Inventories of real estate units under construction

 

The amount of inventories of real estate units under construction refers to the fair value of the barter of land for real estate units.

 

 

12.   Recoverable taxes

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

Taxes on sales

15,324

63,389

 

401,519

297,422

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

15,324

41,637

 

325,151

262,681

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

-

21,752

 

76,368

34,741

 

 

 

 

 

 

Income tax

57,183

40,270

 

116,868

115,635

Financial investments

47,087

36,381

 

76,123

70,157

Other

10,096

3,889

 

40,745

45,478

 

 

 

 

 

 

Other

149,831

90,055

 

457,655

457,964

ICMS recoverable from property and equipment

831

-

 

12,277

23,175

ICMS tax substitution (a)

149,093

88,261

 

410,690

400,816

Social Security Contribution - INSS

-

-

 

30,681

29,338

Other

-

1,794

 

4,208

4,753

Adjustment to present value

(93)

-

 

(201)

(118)

Current

222,338

193,714

 

976,042

871,021

 

 

 

 

 

 

 

 

 

 

 

 

Taxes on sales

185,424

150,333

 

1,136,882

1,144,790

ICMS recoverable (a)

185,424

150,333

 

988,465

994,077

PIS/COFINS recoverable

-

-

 

148,417

150,713

 

 

 

 

 

 

Other

74,084

67,318

 

107,464

86,852

ICMS recoverable from property and equipment

2,492

-

 

22,098

6,679

Adjustment to present value

(278)

-

 

(1,090)

(680)

Social Security Contribution - INSS

71,870

67,318

 

86,456

80,853

Noncurrent

259,508

217,651

 

1,244,346

1,231,642

 

 

 

 

 

 

 

481,846

411,365

 

2,220,388

2,102,663

 

 

Page 57


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

12.   Recoverable taxes -- Continued

 

(a) The full ICMS realization of this value over the next five years will occur as follows:

 

 

 

Parent Company

Consolidated

Up to one year

 

165,155

747,917

2014

 

54,415

257,507

2015

 

65,674

414,807

2016

 

52,539

250,611

2017

 

15,010

86,548

 

 

352,793

1,757,390

 

Management expects to hold these loans in their normal operations, based on a technical feasibility study on the future realization of the ICMS tax, considering the expected future offset of debits arising from the operations, in using the main variables of their business. This study was prepared based on information extracted from the strategic planning approved by the Board of Directors of the Company.

 

 

13.   Related parties

 

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

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Customers

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial

33,884

41,395

 

-

-

Sé Supermercados

5,485

91,009

 

-

-

Sendas Distribuidora

44,447

55,121

 

-

-

Barcelona

2,606

1,865

 

-

-

Via Varejo

448

1,858

 

-

-

Nova Pontocom (xii)

716

1,182

 

-

-

Xantocarpa

1

-

 

-

 

 

87,587

192,430

 

-

-

Suppliers

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial

14,824

14,627

 

-

-

Sé Supermercados

499

4,526

 

-

-

Sendas Distribuidora

23,221

12,883

 

-

-

Barcelona

1,976

2,809

 

-

-

Xantocarpa

386

590

 

-

-

Via Varejo

951

1,936

 

-

-

Nova Pontocom (xii)

605

1,127

 

-

-

Associated:

 

 

 

 

 

FIC

9,691

10,905

 

11,481

13,673

Dunnhumby (xxi)

99

20

 

99

20

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii) 

-

-

 

20,996

62,487

Other related parties:

 

 

 

 

 

Diniz Group (iii)

1,706

1,726

 

1,811

1,858

Globalbev Bebidas e Alimentos

101

2,418

 

226

3,949

Globalfruit

44

759

 

44

759

BMS Import

-

1,200

 

-

1,976

Bravo Café

225

212

 

224

213

Fazenda da Toca Ltda (xiv)

185

548

 

204

560

Sykué Geração de Energia

-

127

 

-

341

Indigo Distribuidora

120

373

 

120

381

 

54,633

56,786

 

35,205

86,217

 

 

Page 58


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

13.   Related parties -- Continued

 

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

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

Sales

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

262,685

254,890

 

-

-

Sé Supermercados (ix)

40,112

604,735

 

-

-

Sendas Distribuidora (ix)

263,695

259,749

 

-

-

Barcelona (ix)

259

1,591

 

-

-

Via Varejo S.A. (ix)

384

-

 

-

-

Nova Pontocom (xii)

287

-

 

-

-

Nova Casa Bahia

-

15

 

-

-

Others

29

-

 

 

 

 

567,451

1,120,980

 

-

-

Purchases

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

4,146

5,679

 

-

-

Sé Supermercados (ix)

247

7,191

 

-

-

Sendas Distribuidora (ix)

166,198

36,449

 

-

-

Nova Pontocom (xii)

-

19

 

-

-

e-Hub Cons. Part. e Com. S.A.

1,992

1,340

 

-

-

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii)

-

-

 

397,095

331,708

Other related parties: 

 

 

 

 

 

Globalbev Bebidas e Alimentos

7,022

10,435

 

8,452

12,400

Globalfruit

4,171

1,852

 

4,298

1,852

Bravo Café

1,224

1,218

 

1,224

1,226

Sykué Geração de Energia (vii)

10,273

12,920

 

21,249

19,327

Fazenda da Toca Ltda. (xiv)

4,536

4,212

 

5,617

4,769

BMS Import.

-

1,369

 

-

1,369

Indigo Distribuidora

3,171

674

 

4,152

797

 

202,980

83,358

 

442,087

373,448

 

 

Page 59


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

13.   Related parties – Continued 

 

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

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Assets

 

 

 

 

 

Controller:

 

 

 

 

 

Casino (i)

-

6,258

 

-

6,258

Subsidiaries:

 

 

 

 

 

Novasoc (ix)

77,349

56,046

 

-

-

Sendas Distribuidora (ix)

150,069

1,262,060

 

-

-

Xantocarpa

21,899

21,069

 

-

-

Nova Pontocom (xii)

250,847

24,557

 

-

-

GPA M&P

24,701

20,501

 

-

-

Vancouver (xviii)

27,613

83,848

 

-

-

Via Varejo

-

806

 

-

-

Gas Station Duque - Salim Maluf (ix)

798

453

 

-

-

Gas Station GPA - Santo André (ix)

406

170

 

-

-

Gas Station Duque – convenience store (ix)

39

109

 

-

-

Gas Station GPA – Império (ix)

1,169

477

 

-

-

Gas Station Duque – Lapa (ix)

539

343

 

-

-

Gas Station GPA – Ciara (ix)

681

340

 

-

-

Vedra

20

20

 

 

 

Outros

351

8

 

-

-

Other related parties:

 

 

 

 

 

Casa Bahia Comercial Ltda. (v)

-

-

 

142,916

103,236

Management of Nova Pontocom (vi)

40,731

37,082

 

40,731

37,082

Audax SP (x)

9,681

22,335

 

9,681

22,335

Audax Rio (x)

3

3

 

5,090

6,957

Rede Duque (xx)

-

-

 

158

472

Other

1,591

2,082

 

1,583

2,080

 

608,487

1,538,567

 

200,159

178,420

Liabilities

 

 

 

 

 

Controller:

 

 

 

 

 

Casino (i)

143

-

 

-

-

Subsidiaries:

 

 

 

 

 

Sé Supermercados (ix)

1,341,238

1,246,051

 

-

-

Barcelona (ix)

355,924

621,580

 

-

-

Via Varejo (xi)

363,863

332,609

 

-

-

Bellamar

16,866

14,283

 

-

-

P.A. Publicidade

18,420

11,775

 

-

-

Associated:

 

 

 

 

 

FIC (iv)

5,689

4,033

 

1,145

1,742

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii) 

-

-

 

20,904

62,439

Other related parties:

 

 

 

 

 

Fundo Península (ii)

12,489

15,756

 

12,821

16,218

 

2,114,632

2,246,087

 

34,870

80,399

 

 

 

 

 

 

 

 

 

Page 60


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

13.   Related parties – Continued 

 

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

 

Statement of income

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

Controllers:

 

 

 

 

 

Casino (i)

(3,935)

(4,361)

 

(3,935)

(4,361)

Wilkes Participações (xvii)

(2,124)

(2,803)

 

(2,124)

(2,803)

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

6,728

6,309

 

-

-

Sé Supermercados (ix)

1,762

16,170

 

-

-

Sendas Distribuidora (ix)

38,368

22,984

 

-

-

Associated:

 

 

 

 

 

FIC (iv)

13,107

6,367

 

13,109

5,574

Dunnhumby (xxi)

(885)

(543)

 

(885)

(543)

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii) 

-

-

 

-

(139)

Other related parties:

 

 

 

 

 

Fundo Península (ii)

(112,377)

(107,889)

 

(117,887)

(113,806)

Diniz Group (iii)

(14,878)

(14,005)

 

(15,825)

(14,005)

Sykué Consultoria em Energia Ltda. (viii)

(464)

(461)

 

(1,018)

(1,101)

Casa Bahia Comercial Ltda. (v)

-

-

 

(158,878)

(108,626)

Management of Nova Pontocom (vi)

2,148

2,255

 

2,148

2,255

Axialent Consultoria (xix)

(4)

(2,030)

 

(4)

(2,030)

Habile Segurança e Vigilância Ltda (xvi)

 

-

 

(7,031)

24,958

Pão de Açúcar S.A. Indústria e Comércio (xxii)

(516)

(6,300)

 

(516)

(6,300)

Audax SP (x)

(10,328)

(16,886)

 

(10,329)

(16,873)

Audax Rio (x)

(2,268)

(1,356)

 

(7,200)

(10,855)

Instituto Grupo Pão de Açúcar

(5,343)

(5,572)

 

(5,339)

(5,610)

 

(91,009)

(108,121)

 

(315,714)

(304,181)

 

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

 

i.     Casino:  Technical Assistance Agreement, signed between the Company and Casino on July 21, 2005, whereby, in exchange for the annual payment of US$2,727 thousand, it transfers administrative and financial expertise. This agreement is effective for seven years, with automatic renewal for an indeterminate term. As of the seventh year, the annual payment will total US$1,818 thousand. This agreement was approved by the Extraordinary General Meeting held on August 16, 2005.

 

ii.   Fundo Península: 60 real estate lease agreements with the Company, 1 property with Novasoc and 1 property with Barcelona.

 

iii.  Diniz Group: lease of 15 properties to the Company and 2 properties to Sendas.

 

iv.  FIC: (i) refund of expenses arising from the infrastructure agreement, such as: expenses related to the cashiers’ payroll, and commissions on the sale of financial products; (ii) financial expenses related to the sale of receivables (named “financial discount”); (iii) property rental revenue; and (iv) the cost apportionment agreement.

 

 

 

Page 61


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

13.   Related parties -- Continued

 

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

 

v.   Casa Bahia Comercial Ltda.: Via Varejo has an accounts receivable related to the “First Amendment to the Shareholders´ Agreement” between Via Varejo, GPA and CB, which guarantees to Via Varejo the right to be reimbursed by CB for certain contingencies recognized that may be payable by Via Varejo as from June 30, 2010 (see xi).

 

Additionally, beyond Via Varejo and your joint arrangement – Bartira, CB have rental contracts 312 estate between distribution centers, commercial buildings and administrative requirements under specific conditions with management of CB..

 

vi.  Management of Nova Pontocom: in November 2010, in the context of the restructuring of GPA’s e-commerce business, the Company granted to certain statutory members of Nova Pontocom’s Management a loan amounting to R$10,000 and entered into a swap agreement in the amount of R$20,000, both maturing on January 8, 2018 and duly restated.

 

vii. Sykué Geração de Energia: acquisition of power in the free market to supply several of the Company’s consumer units

 

viii.      Sykué Consultoria em Energia Ltda: energy supply planning services, including projection of energy consumption for each consumer unit, during 102 months (economic feasibility study of the costs to maintain the stores in the captive market or in the free market) and regulatory advisory services with the Brazilian Electricity Regulatory Agency - ANEEL), the spot market – CCEE and ONS.

 

ix.  Novasoc, Sé Supermercados, Sendas Distribuidora, Barcelona, Salim Maluf Gas Station, Santo André Gas Station, Império Gas Station, Lapa Gas Station, Ciara Gas Station and Convenience Store: include amounts arising from the use of the shared service center, such as treasury, accounting, legal and others, and commercial operation agreements, business mandate and intercompany loans.

 

x.   Audax: loans to the football clubs Audax SP and Audax RJ, in addition to the financial support in training professional athletes. GPA and third parties signed on September 14, 2013 a binding agreement for MT to become maintainer and manager AUDAX SP and RJ AUDAX. The agreement provides for certain conditions precedent to the formalization of the definitive agreements by the end of 2013.

 

xi.  Via Varejo: the entity has trade accounts payable related to the "First Amendment to the Shareholders´ Agreement" between Via Varejo and Casa Bahia, which guarantees the right to be reimbursed for certain contingencies, or reimbursement expenses, recognized as from June 30, 2010 (see v), as well as the business mandate.  

 

xii. Nova Pontocom: amounts arising from the use of the shared service center, such as treasury, accounting, legal and other, and loans remunerated at 105% of CDI.

 

xiii.   Indústria de Móveis Bartira Ltda.: amounts arising from infrastructure expenses and the purchase and sale of goods.

 

xiv.   Fazenda da Toca Ltda.: contract for the supply of organic eggs, conventional oranges and organic juices, etc.

 

xv. Duque Comércio e Participações Ltda. and Posto de Serviços 35 Ltda.: agreement for quota call and put options (Posto Vereda Tropical, Rebouças and Barueri), see note 15 (ii).

 

 

 

Page 62


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

13.   Related parties -- Continued

 

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

 

xvi.   Habile Segurança e Vigilância Ltda: security services operations contracted by Via Varejo.

 

xvii.  Wilkes: commissions paid related to the Company’s loan agreements in which Wilkes is a guarantor.

 

xviii. Vancouver:  amounts transferred by the parent company for future capital increase.

 

xix.   Axialent Consultoria: human resources advisory service agreement.

 

xx. Rede Duque: represents the loan agreement between Vancouver and the gas stations Vereda Tropical, Rebouças and Barueri.

 

xxi.   Dunnhumby: information management service agreement.

 

xxii.  Pão de Açúcar S.A. Indústria e Comércio: equipment lease agreement.

 

b)    Management and Fiscal Council’s remuneration

 

The expenses related to the remuneration of senior management (officers appointed pursuant to the Bylaws, the Board of Directors), recorded in the consolidated statement of income for the nine-month period ended September 30, 2013 and 2012, were as follows:

 

 

In relation to total remuneration at September 30, 2013

 

Remuneration

Variable remuneration

Stock option plan

Total

Board of Directors (*)

5,345

-

-

5,345

Directors

9,772

14,868

9,126

33,766

Fiscal council

378

-

-

378

 

15,495

14,868

9,126

39,489

           

 

 

 

In relation to total remuneration at September 30, 2012

 

Remuneration

Variable remuneration

Stock option plan

Pension plan

Total

Board of Directors (*)

6,575

-

-

-

6,575

Directors

18,498

23,473

12,362

89

54,422

Fiscal council

734

-

-

-

734

 

25,807

23,473

12,362

89

61,731

             

 

(*) Remuneration according to the number of attendances in the meeting.

 

 

Page 63


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

14.   Investments

 

a)   Breakdown of investments

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo (*)

Nova Pontocom

NCB (*)

 

Barcelona

 

Bellamar

GPA M&P

API SPE

Other

 

Total

Balances at 12.31.2012

2,777,804

357,222

92,117

1,548,595

31,985

820,657

698,954

199,538

154,755

16,200

38,700

6,736,527

Addition

-

1,100,000

-

-

-

-

-

-

-

-

58,750

1,158,750

Equity pickup

4,003

56,565

1,703

204,548

(11,757)

(39,915)

40,152

19,887

(213)

(18)

10,902

285,857

Dividends receivable

-

-

 

(108,971)

-

-

(21,879)

-

-

-

-

(130,850)

Gain (loss) in equity interest

-

-

(1,200)

318

138

-

-

-

-

-

-

(744)

Balances at 09.30.2013

2,781,807

1,513,787

92,620

1,664,490

20,366

780,742

717,227

219,425

154,542

16,182

108,352

8,049,540

 

(*) In the 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

 

 

Consolidated

 

FIC

BINV

Bartira (i)

Other

Total

Balances at 12.31.2012

256,350

18,744

86,872

463

362,429

 

 

 

 

 

 

Equity pickup

27,861

489

-

-

28,350

Dividends receivable

(1,028)

(200)

-

-

(1,228)

Balances at 09.30.2013

283,183

19,033

86,872

463

389,551

 

 

Page 64


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

14.   Investments -- Continued 

 

a)      Breakdown of investments -- Continued

 

(i)   Surplus value of investment held in Bartira

 

It refers to the measurement of the investment currently held by Via Varejo of 25% of Bartira’s capital stock at fair value by the income approach, considering the present value of directly or indirectly generated future benefits assessed and quantified in the form of cash flow. The asset was recognized at the time of the business combination between CB and Casa Bahia.

 

On December 31, 2012, this asset was subject to impairment testing under the same calculation criteria of goodwill on investments; therefore, it is not necessary to record a provision for impairment.

 

 

15.     Business combinations

 

Acquisition of Rede Duque

 

Context of the operation

 

In 2009, the Company signed an Agreement for Outsourcing Management (“Management Agreement”) with Rede Duque for a 20-year term, whereby the Company would conduct the operational and financial management of 39 Rede Duque gas stations through its subsidiary Vancouver, in exchange for payment based on these gas stations’ results.

 

On May 28, 2012, the Management Agreement was terminated and, as part of the termination, pursuant to the Agreement for Share Purchase and Other Covenants, Vancouver acquired all the shares of five gas stations (“Acquired Gas Stations”) and established a partnership with Rede Duque in three other gas stations through the acquisition of shares representing 95% of their capital stock (“Partnership Gas Stations”), with a subsequent call option to be exercised by Rede Duque (“Call and Put Option Agreement").

 

i)    Acquisition of the five gas stations

 

Through the Agreement for Share Purchase, the Company acquired all the shares of six companies that were part of Rede Duque and operated five gas stations (one of the companies operates a convenience store in one of the acquired gas stations), with monthly net revenue since the acquisition of R$25,686 and loss of R$1,299.

 

Determination of the consideration transferred for the acquisition of five Rede Duque gas stations

 

Under the Management Agreement, the Company and Vancouver had prepaid R$30,000 for the use of GPA brands in the gas stations and exclusive management of the gas stations. The release of this amount was subject to certain events. This amount was used as part of the payment for the acquisition of the Acquired Gas Stations, plus an additional payment of R$10,000, for a total purchase price of R$40,000.

 

 

Page 65


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

15.   Business combinations -- Continued

 

Acquisition of Rede Duque -- Continued

 

Provisional identification of the fair value of identifiable acquired assets and liabilities

 

The Company provisionally identified the fair value of identifiable assets and liabilities acquired from Rede Duque on the business combination date and the acquired entities’ net assets total R$3,129.

 

Goodwill resulting from the acquisition

 

In the six-month period ended June 30, 2013, the Company completed the allocation of the purchase price and measurement of goodwill, being permanently recorded by the Company.

 

As a result of: (i) measurement of total consideration transferred for the acquisition of control of the gas stations; and (ii) measurement of the identifiable assets and liabilities at fair value, the Company recorded goodwill in the amount of R$38,702. The goodwill is allocated to the retail segment.

 

ii)   Partnership of the three gas stations

 

Through the Debt Assumption Agreement, entered into on the same date between the Company, Vancouver and Rede Duque, Vancouver assumed Rede Duque’s bank debts in the amount of R$50,000. On the same date, the parties entered into an Agreement for Share Purchase, whereby Vancouver acquired approximately 95% of the shares of the Partnership Gas Stations, which operated three gas stations with net revenue of approximately R$3,500, upon assignment of part of Vancouver’s receivables from Rede Duque, acquired as a result of said debt assumption. The acquired gas stations will continue to be managed by Rede Duque, and the Company will have protective vetoes.

 

Also through the agreement, a Call and Put Option Agreement was executed whereby Vancouver granted Rede Duque an option to purchase its shares of the capital of the Partnership Gas Stations, exercisable in one year, for R$50,000, restated at 110% of CDI and payable in 240 monthly installments. The Company also has a put option, whereby it may demand that Rede Duque purchase its shares under the same terms above if the call option is not exercised.

 

If the call and put options expire, Vancouver will be able to acquire the shares of the Partnership Gas Stations’ capital owned by Rede Duque for one Real (R$1) plus dividends for the one-year partnership period.

 

The amount of R$55,540 is recorded as a financial instrument at its realization amount, which is the fair value of the interest in the partnership gas stations, see note 20 f).

 

 

 

 

Page 66


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

16.   Property and equipment

 

a)     Parent Company:

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Depreciation

Disposals

Transfers

09.30.2013

 

 

 

 

 

 

 

Land

1,157,286

59,953

-

(4,912)

(26,766)

1,185,561

Buildings

1,965,952

10,482

(46,692)

(368)

11,617

1,940,991

Leasehold improvements

1,389,317

17,778

(76,285)

(505)

160,884

1,491,189

Machinery and equipment

685,486

147,634

(92,330)

(13,018)

4,161

731,933

Installations

137,335

11,061

(10,630)

(70)

9,879

147,575

Furniture and fixtures

261,766

47,164

(27,693)

(1,816)

191

279,612

Vehicles

20,045

4,997

(3,524)

(5,988)

-

15,530

Construction in progress

110,317

142,782

-

(88)

(155,537)

97,744

Other

38,257

11,662

(8,350)

(74)

(7,128)

34,367

 

5,765,761

453,513

(265,504)

(26,839)

(2,699)

5,924,232

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

Hardware

30,330

-

(9,019)

(7,110)

-

14,201

Buildings

20,663

-

(802)

-

-

19,861

 

50,993

-

(9,821)

(7,110)

-

34,062

Total

5,816,754

453,513

(275,325)

(33,949)

(2,699)

5,958,294

 

 

 

Balances as of 09.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,185,561

-

1,185,561

 

1,157,286

-

1,157,286

Buildings

2,767,507

(826,516)

1,940,991

 

2,748,229

(782,277)

1,965,952

Leasehold improvements

2,600,270

(1,109,081)

1,491,189

 

2,419,833

(1,030,516)

1,389,317

Machinery and equipment

1,639,387

(907,454)

731,933

 

1,541,610

(856,124)

685,486

Installations

352,426

(204,851)

147,575

 

333,717

(196,382)

137,335

Furniture and fixtures

646,401

(366,789)

279,612

 

610,406

(348,640)

261,766

Vehicles

24,893

(9,363)

15,530

 

30,208

(10,163)

20,045

Construction in progress

97,474

-

97,474

 

110,317

-

110,317

Other

86,632

(52,265)

34,367

 

82,187

(43,930)

38,257

 

9,400,551

(3,476,319)

5,924,232

 

9,033,793

(3,268,032)

5,765,761

 

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

 

Hardware

31,687

(17,486)

14,201

 

58,703

(28,373)

30,330

Buildings

34,447

(14,586)

19,861

 

34,447

(13,784)

20,663

 

66,134

(32,072)

34,062

 

93,150

(42,157)

50,993

Total

9,466,685

(3,508,391)

5,958,294

 

9,126,943

(3,310,189)

5,816,754

 

 

Page 67


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

16.   Property and equipment -- Continued

 

b)    Consolidated: 

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Depreciation

Disposals

Transfers

09.30.2013

 

 

 

 

 

 

 

Land

1,264,764

160,884

-

(4,912)

(26,907)

1,393,829

Buildings

2,056,430

13,488

(49,836)

(167)

8,340

2,028,225

Leasehold improvements

2,243,860

252,766

(126,322)

(2,418)

268,654

2,636,540

Machinery and equipment

1,107,678

256,325

(171,972)

(34,821)

99,855

1,257,065

Installations

285,334

31,835

(22,987)

(7)

10,125

304,300

Furniture and fixtures

494,371

92,050

(47,428)

(2,123)

(46,253)

490,617

Vehicles

229,790

10,268

(15,270)

(31,465)

(13,878)

179,445

Construction in progress

204,631

300,331

-

(197)

(321,458)

183,307

Other

79,528

23,150

(16,432)

(79)

(6,627)

79,540

 

7,966,386

1,141,067

(450,247)

(76,189)

(28,149)

8,552,868

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

IT equipment

23,220

-

(2,174)

-

(559)

20,487

Hardware

79,256

-

(22,998)

(7,112)

1,469

50,615

Installations

1,045

-

(72)

-

(35)

938

Furniture and fixtures

8,736

-

(777)

(3)

59

8,015

Vehicles

10,255

-

-

(6,348)

(1,627)

2,280

Buildings

25,600

-

(1,092)

-

-

24,508

 

148,112

-

(27,113)

(13,463)

(693)

106,843

Total property and equipment

8,114,498

1,141,067

(477,360)

(89,652)

(28,842)

8,659,711

 

The column transfers are mainly impacted by: (i) the acquisition of intangible assets that remain in progress until capitalization; and (ii) transfer of property in the amount of R$26,359 relating to the assets of the stores to be sold, see note 1 f).

 

 

Balances as of 09.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,393,829

-

1,393,829

 

1,264,764

-

1,264,764

Buildings

2,917,034

(888,809)

2,028,225

 

2,906,108

(849,678)

2,056,430

Leasehold improvements

4,199,893

(1,563,353)

2,636,540

 

3,698,557

(1,454,697)

2,243,860

Machinery and equipment

2,547,689

(1,290,624)

1,257,065

 

2,243,454

(1,135,776)

1,107,678

Installations

602,977

(298,677)

304,300

 

567,033

(281,699)

285,334

Furniture and fixtures

983,139

(492,522)

490,617

 

981,198

(486,827)

494,371

Vehicles

246,468

(67,023)

179,445

 

300,629

(70,839)

229,790

Construction in progress

183,307

-

183,307

 

204,631

-

204,631

Other

167,800

(88,260)

79,540

 

152,264

(72,736)

79,528

 

13,242,136

(4,689,268)

8,552,868

 

12,318,638

(4,352,252)

7,966,386

 

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

 

IT equipment

36,502

(16,015)

20,487

 

37,051

(13,831)

23,220

Hardware

185,690

(135,075)

50,615

 

152,194

(72,938)

79,256

Installations

1,858

(920)

938

 

1,859

(814)

1,045

Furniture and fixtures

15,159

(7,144)

8,015

 

14,897

(6,161)

8,736

Vehicles

3,540

(1,260)

2,280

 

12,800

(2,545)

10,255

Buildings

43,403

(18,895)

24,508

 

43,401

(17,801)

25,600

 

286,152

(179,309)

106,843

 

262,202

(114,090)

148,112

Total property and equipment

13,528,288

(4,868,577)

8,659,711

 

12,580,840

(4,466,342)

8,114,498

 

Page 68


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

16.   Property and equipment -- Continued

 

c)     Guarantees  

 

At September 30, 2013 and December 31, 2012, the Company and its subsidiaries had collateralized property and equipment items for some legal claims, as disclosed in note 24 (h).

 

d)    Capitalized borrowing costs

 

The amount of the borrowing costs for the nine-month period ended of September 30, 2013 was R$17,285 (R$12,749 at September 30, 2012). The rate used to determine the borrowing costs eligible for capitalization was 105.00% of CDI, corresponding to the effective interest rate of the Company’s borrowings.

 

e) Additions in the property and equipment

 

 

Parent Company

 

Consolidated

 

09.30.2013

 

09.30.2012

 

09.30.2013

 

09.30.2012

 

 

 

 

 

 

 

 

Additions (i)

453,513

 

617,044

 

1,141,067

 

953,444

Financial lease (ii)

-

 

-

 

-

 

(3,177)

Capitalized interest

(12,028)

 

(11,855)

 

(17,285)

 

(12,749)

ICMS – recoverable from property and equipment

-

 

(76,139)

 

-

 

(99,772)

Real estate financing - Adictions (ii)

(66,251)

 

-

 

(121,945)

 

-

Real estate financing - Payments (ii)

115,939

 

-

 

156,134

 

-

Total

491,173

 

529,050

 

1,157,971

 

837,746

 

(i)      The additions made by the Company relate to the purchase of operating assets, acquisition of land and buildings to expand activities, building of new stores, improvements of existing distribution centers and stores and investments in equipment and information technology.

 

(ii)     In the statements of cash flows it was decreased from assets additions made in the nine-month period ended of September 30, 2013, totaling R$37,660 (R$87,994 at September 30, 2012), in parent company and R$16,904 (R$115,698 at September 30, 2012), in consolidated, referring the acquisitions of property and equipment through finance leases, as they did not involve cash disbursement on the date of acquisition.

 

f) Other information

 

At September 30, 2013, the Company and its subsidiaries recorded in the cost of goods sold and services rendered amount of R$27,437 (R$25,013 at September 30, 2012) parent company and  R$57,172 (R$61,938 at September 30, 2012) consolidated referring to the depreciation of its fleet of trucks, equipment, buildings and installations related to the distribution centers.

 

The Company has not identified evidence on the items of its property and equipment which require separate provision for impairment of the book value at September 30, 2013.

 

 

 

Page 69


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

17.   Intangible assets

 

a)     Parent company:

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Amortization

Disposals

Transfers

09.30.2013

 

 

 

 

 

 

 

Goodwill - home appliance

183,781

-

-

-

(8,854)

174,927

Goodwill – retail

355,412

-

-

-

-

355,412

Commercial rights – retail (e)

34,902

6,610

-

-

-

41,512

Software and implantation (h)

534,021

78,629

(57,731)

(7)

(5)

557,907

 

1,108,116

85,239

(57,731)

(7)

(8,859)

1,126,758

 

Balances as of 09.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated amortization

Net

 

Cost

Accumulated amortization

Net

 

 

 

 

 

 

 

 

Goodwill - home appliance

174,927

-

174,927

 

183,781

-

183,781

Goodwill – retail

1,073,990

(718,578)

355,412

 

1,073,990

(718,578)

355,412

Commercial rights – retail (e)

41,512

-

41,512

 

34,902

-

34,902

Software and implantation (h)

902,031

(347,124)

554,907

 

823,449

(289,428)

534,021

 

2,192,460

(1,065,702)

1,126,758

 

2,116,122

(1,008,006)

1,108,116

 

b)    Consolidated: 

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Amortization

Disposals

Transfers

09.30.2013

 

 

 

 

 

 

 

Goodwill – cash and carry

361,567

-

-

-

-

361,567

Goodwill – home appliance

296,607

-

-

-

(8,853)

287,754

Goodwill – retail

746,965

-

-

-

-

746,965

Brand– cash and carry (d)

38,639

-

-

-

-

38,639

Brand– home appliance (d)

2,015,259

-

-

-

-

2,015,259

Commercial rights – home appliance (e)

608,297

-

(5,799)

-

(16,843)

585,655

Commercial rights – retail (e)

34,902

6,609

 

-

-

41,511

Commercial rights - cash and carry (e)

10,000

18,842

 

-

-

28,842

Customer relationship – home appliance (i)

12,280

-

(4,712)

-

-

7,568

Advantageous furniture supply agreement –

Bartira (f)

61,194

-

(55,302)

-

-

5,892

Lease agreement –stores under advantageous condition – NCB (g)

149,138

-

(35,041)

-

-

114,097

Software (h)

640,708

131,113

(69,961)

(8)

(49)

701,803

Total Intangible

4,975,556

156,564

(170,815)

(8)

(25,745)

4,935,552

 

The column Transfer is impacted by the amount of R$25,696 on the goodwill and commercial rights home appliance, respectively, of the stores to be sold, see note 1 f).

 

 

 

Page 70


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

17.   Intangible assets -- Continued

 

b)    Consolidated  -- Continued

 

 

Balances as of 09.30.2013

 

Balances as of 12.31.2012

 

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 appliance

287,754

-

287,754

 

296,607

-

296,607

Goodwill – retail

1,848,402

(1,101,437)

746,965

 

1,848,402

(1,101,437)

746,965

Brand– cash and carry (d)

38,639

-

38,639

 

38,639

-

38,639

Brand – home appliance (d)

2,015,259

-

2,015,259

 

2,015,259

-

2,015,259

Commercial rights – home appliance (e)

642,344

(56,689)

585,655

 

663,565

(55,268)

608,297

Commercial rights – retail (e)

41,511

-

41,511

 

34,902

-

34,902

Commercial rights - cash and carry (e)

28,842

-

28,842

 

10,000

-

10,000

Customer relationship– home appliance

34,267

(26,699)

7,568

 

34,268

(21,988)

12,280

Advantageous furniture supply agreement – Bartira (f)

221,216

(215,324)

5,892

 

221,214

(160,020)

61,194

Lease agreement –stores under advantageous condition – NCB (g)

256,103

(142,006)

114,097

 

256,104

(106,966)

149,138

Software (h)

1,133,823

(432,020)

701,803

 

1,003,604

(362,896)

640,708

Total Intangible

6,919,168

1,983,616

4,935,552

 

6,793,572

(1,818,016)

4,975,556

 

c) Impairment testing of goodwill and intangible assets

 

The goodwill and intangible assets are annually tested for impairment as of December 31, 2012 according to the method described in note 4 - Significant accounting policies, in the financial statements of December 31, 2012, released on February 19, 2013.

 

As a result of the impairment tests conducted in 2011, and because no evidence of nonrecovery in September 30, 2013, the Company did not recognize losses for impairment. For the year ending December 31, 2013, Company’s Management will perform impairment tests for all goodwill and intangible assets recognized until this date.

        

d) Tradenames 

 

The cash and carry tradename refers to “ASSAI” and the home appliances tradenames refer to “PONTO FRIO” and “CASAS BAHIA”. These tradenames were recorded during the business combinations made with the companies that owned the rights over the tradenames.

 

The value was subject to impairment tests through the income approach – Relief from Royalty, which consists of determining the value of an asset by measuring the present value of future benefits. Given the indefinite useful life of the tradename, we consider a perpetual growth of 2.5% in the preparation of the discounted cash flow. The royalty rate used was 0.9%.

 

e) Commercial rights

 

The funds were allocated to the Cash Generating Units - CGUs. The CGUs were tested with assets recoverability through the discounted cash flow as of December 31, 2012 and adjustments have not been identified.

 

 

Page 71


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

17.   Intangible assets -- Continued

 

f)   Advantageous supply agreement – Bartira

 

The Via Varejo has exclusive supply contract with Bartira. This contract present advantageous condition in the acquisition of furniture for resale, compared the margins established in the sector. The amount was recorded at the combination of business and has been established for information on comparable transactions in the market, refined methodology "Income Approach".


The useful life of that asset was defined as three years, ending during the year 2013. This intangible were submitted to impairment test according to the same calculation criteria used in goodwill, a provision for impairment is not necessary

 

g)  Advantageous lease agreement – NCB

 

Refers to properties from Casa Bahia, comprised of stores, distribution centers and buildings, which are subject to operating leases on advantageous terms held by NCB. Its measurement was performed by information on comparable transactions in the market, applied the methodology "Income Approach". The assets were recognized because of the business combination between the Company and Casa Bahia.


The useful life was defined as 10 years in accordance with the contract of association. This intangible underwent recovery test using the same criteria calculation performed for goodwill on investments, it is not necessary to record a provision for impairment.

 

h)  Other intangible assets

 

Software was tested for impairment according to the same criteria used for property and equipment.

 

Other intangible assets, whose useful lives are indefinite, were tested for impairment according to the same calculation criteria used for goodwill on investments, and it is not necessary to record a provision for impairment.  

 

i)      Intangible assets with definite useful life

 

Advantageous lease agreements for stores and buildings (10 years), advantageous furniture supply agreement (3 years) and customer relationships (5 to 7 years).

 

j)      Additions in the intangible assets

 

 

Parent Company

Consolidated

 

09.30.2013

09.30.2012

09.30.2013

09.30.2012

 

 

 

 

Additions

85,239

3,531

156,564

47,405

Others accounts payable (i)

(17,000)

-

(17,000)

-

Total

68,239

3,531

139,565

47,405

 

 

 

 

 

(i)      In the statements of cash flows it was decreased from intangible assets additions made in the nine-month period ended of September 30, 2013, totaling R$17,000 in the parent company and consolidated, referring the acquisitions of software through finance leases, as they did not involve cash disbursement on the date of acquisition.

 

 

Page 72


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

18.   Supliers

 

 

Parent Company

Consolidated

 

09.30.2013

12.31.2012

09.30.2013

12.31.2012

 

 

 

 

 

Merchandise suppliers

2,029,954

2,651,364

5,864,258

6,312,899

Service suppliers

90,054

140,033

284,295

455,420

Commercial agreements (a)

(305,216)

(434,018)

(469,722)

(562,886)

Other suppliers

-

-

13,558

55,601

Present value adjustment

-

-

(10,183)

(20,678)

 

1,814,792

2,357,379

5,681,576

6,240,356

 

 

 

 

 

 

a)      It includes bonuses and discounts obtained from suppliers. These amounts are established in agreements and include amounts for discounts on purchase volumes, joint marketing programs, freight reimbursements, and other similar programs. The receipt of these receivables is by offsetting the amounts payable to suppliers.

 

 

19.   Loans and financings

 

a)      Debt breakdown

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Debentures (i)

 

 

 

 

 

Debentures

1,094,493

554,918

 

1,110,013

674,003

Swap contracts (c). (g)

-

(206)

 

-

(206)

Funding cost

(5,186)

(4,756)

 

(5,784)

(5,353)

 

1,089,307

549,956

 

1,104,229

668,444

Local currency

 

 

 

 

 

BNDES (e)

90,597

90,863

 

108,458

113,236

IBM

-

-

 

21,330

5,100

Working capital (c)

746,923

154,896

 

769,198

155,196

Direct consumer credit – CDCI (c) (d)

-

-

 

2,520,835

2,498,997

Financial leasing (note 25)

31,404

66,863

 

47,910

83,054

Swap contracts (c) (g)

(22,831)

(11,210)

 

(22,831)

(11,210)

Funding cost

(4,428)

(5,983)

 

(6,122)

(7,290)

 

841,665

295,429

 

3,438,778

2,837,083

Foreign currency

 

 

 

 

 

Working capital (c)

225,997

592,470

 

277,134

723,140

Swap contracts (c) (g)

(60,887)

(18,874)

 

(71,574)

(17,387)

Funding cost

-

(129)

 

-

(130)

 

165,110

573,467

 

205,560

705,623

Total current

2,096,082

1,418,852

 

4,748,567

4,211,150

 

 

 

Page 73


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

19.   Loans and financings -- Continued

 

a)     Debt breakdown -- Continued

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Debentures (i)

 

 

 

 

 

Debentures

2,100,000

2,948,000

 

2,900,000

3,748,000

Funding cost

(2,369)

(5,889)

 

(2,680)

(6,647)

 

2,097,631

2,942,111

 

2,897,320

3,741,353

Local currency

 

 

 

 

 

BNDES (e)

201,818

269,090

 

215,015

283,141

IBM

-

-

 

95,821

-

Working capital (c)

922,289

1,435,568

 

1,292,289

1,806,566

Direct consumer credit – CDCI (c) (d)

-

-

 

120,107

130,338

Financial leasing (note 25)

129,993

138,066

 

140,997

162,537

Swap contracts (c). (g)

(13,211)

(35,221)

 

(13,211)

(35,221)

Funding cost

(4,793)

(6,914)

 

(6,803)

(8,172)

 

1,236,096

1,800,589

 

1,844,215

2,339,189

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

Working capital (c)

-

211,092

 

-

258,811

Swap contracts (c). (g)

-

(50,456)

 

-

(58,249)

 

-

160,636

 

-

200,562

 

 

 

 

 

 

Total noncurrent

3,333,727

4,903,336

 

4,741,535

6,281,104

 

b)   Maturity schedule of loans and borrowings recorded in noncurrent liabilities.

 

Year

Parent Company

 

Consolidated

2014

227,834

 

664,659

2015

2,566,852

 

3,469,901

2016

115,585

 

139,599

After 2016

430,618

 

476,859

Subtotal

3,340,889

 

4,751,018

 

 

 

 

Funding cost

(7,162)

 

(9,483)

 

 

 

 

Total

3,333,727

 

4,741,535

 

 

Page 74


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

19.   Loans and financings -- Continued

 

c)   Financing of working capital, swap and direct consumer credit - CDCI

 

 

 

Parent Company

 

Consolidated

Debt

Rate*

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Local currency

 

 

 

 

 

 

Banco do Brasil

11.82% per year

540,718

524,175

 

540,718

524,175

Banco do Brasil

106.11% of CDI

750,989

710,074

 

2,442,560

1,997,047

Bradesco

112.00% of CDI

-

-

 

354,153

887,730

Safra

106.25% of CDI

377,505

356,215

 

377,506

356,215

Safra

CDI + 0.85 per year

-

-

 

987,492

825,930

 

 

1,669,212

1,590,464

 

4,702,429

4,591,097

Current

 

746,923

154,896

 

3,290,033

2,654,193

Noncurrent

 

922,289

1,435,568

 

1,412,396

1,963,904

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

Citibank

(Libor + 1.45%) per year

-

-

 

51,137

48,121

Itaú BBA

US$ + 3.47% per year

225,997

597,583

 

225,997

597,583

Santander

US$ + 4.49% per year

-

1,936

 

-

132,204

HSBC

US$ + 2.40% per year

-

204,043

 

-

204,043

 

 

225,997

803,562

 

277,134

981,951

Current

 

225,997

592,470

 

277,134

723,140

Noncurrent

 

-

211,092

 

-

258,811

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

Citibank

105.00% of CDI

-

-

 

(10,687)

(7,145)

Itaú BBA

100.00% of CDI

(60,886)

(34,067)

 

(60,886)

(34,067)

Banco do Brasil

102.65%of CDI

(36,043)

(46,432)

 

(36,043)

(46,432)

Santander

110.70% of CDI

-

-

 

-

839

Unibanco

104.96% of CDI

-

(206)

 

-

(206)

HSBC

99.00% of CDI

-

(35,262)

 

-

(35,262)

 

 

(96,929)

(115,967)

 

(107,616)

(122,273)

Current

 

(83,718)

(30,290)

 

(94,405)

(28,803)

Noncurrent

 

(13,211)

(85,677)

 

(13,211)

(93,470)

 

 

 

 

 

 

 

 

 

1,798,280

2,278,059

 

4,871,947

5,450,775

         * Weighted average rate per year.

 

The resources for financing working capital are raised from local financial institutions denominated in foreign or local currency.

 

d)    Direct consumer credit - CDCI

 

The operations of the consumer finance intervention correspond to the financing activities of installment sales to customers by means of a financial institution. Sales can be paid in up to 24 months, however, are substantially less than 12 months. The average financial charges are charged 110.1% of the CDI (111.40% in December 31, 2013). In these contracts, the Company retains substantially all the risks and benefits related to loans financed, guaranteed by assignment of receivables.

 

 

 

Page 75


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

19.   Loans and financings -- Continued 

 

e) BNDES  

 

 

 

 

Parent Company

 

Consolidated

Annual financial charges

Number of monthly installments

 

Issue date

Maturity

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

 

 

 

3% per year

15

Sep/13

Apr/23

-

-

 

2,699

-

3% per year

15

Sep/13

Mai/23

-

-

 

1,088

-

3.0%

96

Aug/13

Jul/23

-

-

 

953

-

TJLP + 2.3%

48

Jun/08

Jun/13

-

-

 

-

1,376

4.5% per year

24

Sep/09

Nov/14

-

-

 

16

26

TJLP + 3.6%

60

Jul/10

Dec/16

266,550

328,120

 

266,550

328,120

4.5% per year

60

Feb/11

Dec/16

25,865

31,833

 

25,865

31,833

TJLP + 1.9%

30

May/11

Jun/14

-

-

 

8,463

16,930

TJLP + 1.9% per year +

1% per year

30

May/11

Jun/14

-

 

-

 

3,629

 

7,258

TJLP + 3.5% per year +

1% per year

30

May/11

Jun/14

-

 

-

 

3,026

 

6,052

TJLP + 2.5% per year

24

Sep/12

Aug/15

-

-

 

4,869

4,782

2.5% per year

96

Jun/13

Jan/13

-

-

 

6,315

-

 

 

 

 

292,415

359,953

 

323,473

396,377

 

 

 

 

 

 

 

 

 

Current

 

 

 

90,597

90,863

 

108,458

113,236

Noncurrent

 

 

 

201,818

269,090

 

215,015

283,141

 

The credit line agreements denominated in Brazilian local currency with the Brazilian Development Bank (BNDES) are subject to the indexation based on the long-term interest rate - TJLP, plus remuneration rates and the funding cost, to reflect the BNDES’ funding portfolio. Financing is paid in monthly installments after a grace period, as mentioned in the table above.

 

The Company cannot offer any assets as collateral for loans to other parties without the BNDES’ prior consent and it must comply with certain financial debt covenants, calculated based on the consolidated balance sheet, as follows: (i) maintenance of a capitalization ratio (equity/total assets) equal to or greater than 0.30 and (ii) EBITDA/net debt equal to or greater than 0.35. The Company controls and monitors these ratios.

 

At September 30, 2013, the Company was in compliance with the aforementioned clauses.

 

f)    Guarantees 

 

The Company signed promissory notes and letters of guarantee as collateral to the loans and financings obtained from BNDES and IBM at the amount of R$115.000.

 

g)      Swap contracts

 

The Company uses swap operations to exchange liabilities denominated in U.S. dollars and fixed interest rates for Real pegged to CDI floating interest rates. The Company contracts swap operations with the same counterparty, currency and interest rate. All these transactions are classified as hedge accounting, as disclosed in note 20. The CDI annual benchmark rate at September 30, 2013 was 7.41% (8.40% at December 31, 2012). On September 30, 2013, GPA was compliant in relation to these indices.

 

Page 76


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

19.   Loans and financings - Continued 

             

h) Debentures 

 

 

 

 

Date

 

Parent Company

 

Consolidated

 

Type

 

 

Issue value

Outstanding debentures

 

 

Issue

 

 

Maturity

Annual financial charges

Unit price

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

6th Issue – 1st Series - GPA

No preference

540,000

54,000

03/01/07

03/01/13

CDI + 0.5%

-

-

184,278

 

-

184,278

6th Issue – 2ndSeries - GPA

No preference

239,650

23,965

03/01/07

03/01/13

CDI + 0.5%

-

-

81,782

 

-

81,782

6th issue – 1st and 2nd Series – GPA

Interest rate swap

779,650

-

03/01/07

03/01/13

104.96% CDI

-

-

(206)

 

-

(206)

8th Issue – Single series - GPA

No preference

500,000

500

12/15/09

12/15/14

109.50% of CDI

616

307,848

401,042

 

307,848

401,042

9th Issue – Single series – GPA

No preference

610,000

610

01/05/11

01/05/14

107.70% of CDI

1,301

793,357

748,000

 

793,357

748,000

10th Issue – Single series- GPA

No preference

800,000

80,000

12/29/11

06/29/15

108.50% of CDI

11

848,615

873,669

 

848,615

873,669

11 st Issue – Single series- GPA

No preference

1,200,000

120,000

05/02/12

11/02/15

CDI + 1%

10

1,244,673

1,214,147

 

1,244,673

1,214,147

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

3rd Issue – 1st Series – Via Varejo

No preference

400,000

40,000

02/17/12

07/30/15

CDI + 1%

10

-

-

 

406,424

413,624

1st Issue – Single series – Nova Pontocom

No preference

100,104

100,000

04/25/12

04/25/13

105.35% of CDI

 

-

-

-

 

-

105,461

1st Issue – 1st Series – NCB

No preference

200,000

20,000

06/29/12

12/29/14

CDI +0.72%

10

-

-

 

204,548

200,000

1st Issue – 2nd Series – NCB

No preference

200,000

20,000

06/29/12

01/29/15

CDI + 0.72%

10

-

-

 

204,548

200,000

Funding fees

 

 

 

 

 

 

 

(7,555)

(10,645)

 

(8,464)

(12,000)

 

 

 

 

 

 

 

 

3,186,938

3,492,067

 

4,001,549

4,409,797

Current

 

 

 

 

 

 

 

1,089,307

549,956

 

1,104,229

668,444

Noncurrent

 

 

 

 

 

 

 

2,097,631

2,942,111

 

2,897,320

3,741,353

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

 

Page 77


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

19.   Loans and financings - Continued 

             

h) Debentures  -- Continued

 

(i)     Breakdown of outstanding debentures

 

 

 

Number of debentures

 

Amount

 

 

 

 

 

At 12.31.2012

 

459,075

 

4,409,797

 

 

 

 

 

Interest accrued and swap

 

-

 

250,996

Amortization

 

(177,965)

 

(659,244)

At 09.30.2013

 

281,110

 

4,001,549

 

 

 

GPA uses the issue of debentures to strengthen its working capital, maintain its cash strategy, lengthen its debt profile and make investments. The debentures issued are unsecured and not convertible into shares, except for the debentures issued by the subsidiaries, which are guaranteed by the Company.


These debentures are amortized according to the issue. The methods of amortization are as follows: (i) payment only at maturity (including all series of Nova Pontocom and the 9th issue of CBD), (ii) payment only at maturity with annual remuneration (10th issue of CBD), (iii) payment only at maturity with semiannual remuneration (11th  issue of GPA, 3rd issue of Via Varejo and 1st  issue of NCB) incorporated by Via Varejo, (iv) annual installments (6th series of CBD) and semiannual payments as of the 4th anniversary of the issue, and (v) semiannual payments and remuneration as of the third anniversary of the issue (8th issue of CBD).


The 8th, 9th, 10th and 11th issues are entitled to early redemption, at any time, in accordance with the conditions established in the issue. The 6th and 3rd issues of Via Varejo can only be redeemed after 18 months. NCB, incorporated by Via Varejo, and Nova Pontocom issues are not eligible for early redemption.


GPA is required to maintain certain debt financial covenants in connection with the issues made, except in the case of Nova Pontocom. These ratios are calculated based on consolidated interim financial information of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing of Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity, and (ii) consolidated net debt / EBITDA ratio lower than or equal to 3.25 (effective on September 30, 2013 was 0.53). At September 30, 2013, GPA was in compliance with these ratios.

 

Page 78


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments

 

The Company uses financial instruments only for protecting identified risks, limited to 100% of the risks.  Derivative transactions have the sole purpose of reducing the exposure to the interest rate and foreign currency fluctuations and maintaining a balanced capital structure.

 

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

 

 

Parent Company

 

Carrying amount

Fair value

 

09.30.2013

12.31.2012

09.30.2013

12.31.2012

 

 

 

 

 

Financial assets:

 

 

 

 

Loans and receivables (including cash)

 

 

 

 

Cash and cash equivalents

1,286,277

2,890,331

1,286,277

2,890,331

Accounts receivable

273,061

539,523

273,061

539,523

Related parties, assets (*)

608,487

1,538,567

608,487

1,538,567

Financial liabilities:

 

 

 

 

Amortized cost

 

 

 

 

Related parties, liabilities (*)

(2,114,632)

(2,246,087)

(2,114,632)

(2,246,087)

Trade accounts payable

(1,814,792)

(2,357,379)

(1,814,792)

(2,357,379)

Debentures

(3,186,938)

(3,492,067)

(3,185,088)

(3,495,985)

Loans and financing

(1,581,537)

(1,631,170)

(1,665,413)

(1,723,551)

Accounting for hedging – fair value through income

 

 

 

 

Loans and financing

(661,334)

(1,198,951)

(661,334)

(1,198,951)

Net exposure

(7,191,408)

(5,957,233)

(7,273,434)

(6,053,532)

 

 

Consolidated

 

Carrying amount

Fair value

 

09.30.2013

12.31.2012

09.30.2013

12.31.2012

 

 

 

 

 

Financial assets:

 

 

 

 

Loans and receivables (including cash)

 

 

 

 

Cash and cash equivalents

4,780,019

7,086,251

4,780,019

7,086,251

Financial investments measured at fair value

23,270

-

23,270

-

Accounts receivable

3,266,307

3,532,452

3,307,411

3,532,452

Related parties, assets (*)

200,159

178,420

200,159

178,420

Accounting for hedging – fair value through income

 

 

 

 

Option to put/call

362,279

359,057

362,279

359,057

Financial liabilities:

 

 

 

 

Amortized cost

 

 

 

 

Related parties, liabilities (*)

(34,870)

(80,399)

(34,870)

(80,399)

Trade accounts payable

(5,681,576)

(6,240,356)

(5,681,576)

(6,240,356)

Debentures

(4,001,549)

(4,409,797)

(4,002,048)

(4,409,797)

Loans and financing

(4,788,327)

(4,342,993)

(4,918,907)

(4,342,993)

Accounting for hedging – fair value through income

 

 

 

 

Loans and financings

(700,226)

(1,739,464)

(700,226)

(1,739,464)

Net exposure

(6,574,514)

(5,656,829)

(6,664,489)

(5,656,829)

 

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

Page 79


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

The fair value of other financial instruments described in note 20 (b) allows an approximation of the carrying amount based on the existing payment conditions. The hierarchy classification of assets and liabilities at fair value is described in note 20 (c).

 

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

 

The Company adopts risk control policies and procedures, as outlined below:

 

(i)  Credit risk

 

·      Cash and cash equivalents: in order to minimize credit risk of these investments, the Company adopts policies restricting the marketable securities to be allocated to a single financial institution, also taking into consideration monetary limits and financial institution evaluations, which are frequently updated (see note 7).

 

·      Accounts receivable: the Company sells directly to individual customers through post-dated checks, in a very small portion of sales, 0.05% in the nine-month period ended of September 30, 2013 (0.10% at December 31, 2012).

 

·      The Company also has counterparty risk related to the derivative instruments; such risk is mitigated by the Company’s policy of carrying out transactions with major financial institutions.

 

·       Financed sales (CDCI): sales are made through operating agreements (credit lines) with banks Bradesco, Safra and Banco do Brasil for granting loans to their customers, through intervention with their financial institutions, with the aim of enabling and encouraging the sale of goods in their commercial establishments. In this modality of sale, the subsidiary has ultimate responsibility for the settlement of the loans and the credit risk of the operation.

 

(ii) Interest rate risk

                                               

The Company and its subsidiaries raise loans and financing with major financial institutions for cash needs for investments and growth. As a result, the Company and its subsidiaries are exposed to relevant interest rates fluctuation risk, especially in view of derivatives liabilities (foreign currency exposure hedge) and CDI-pegged debt. The balance of cash and cash equivalents, indexed to CDI, partially offsets this effect.

 

 

 

Page 80


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

(iii) Exchange rate risk

 

The Company and its subsidiaries are exposed to exchange rate fluctuations, which may increase outstanding balances of foreign currency-denominated loans. The Company and its subsidiaries use derivatives, such as swaps, with a view to mitigating the exchange exposure risk, transforming the cost of debt into currency and domestic interest rates.

 

(iv)  Capital risk management

 

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

 

There were no changes as to objectives, policies or processes during the nine-month period ended at September 30, 2013.

 

 

 

Parent Company

 

Consolidated

 

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Loans and financings 

 

5,429,809

6,322,188

 

9,490,102

10,492,254

(-) Cash and cash equivalents

 

(1,286,277)

(2,890,331)

 

(4,780,019)

(7,086,251)

Net debt

 

4,143,532

3,431,857

 

4,710,083

3,406,003

 

 

 

 

 

 

 

Shareholders’ equity

 

9,029,902

8,494,725

 

11,652,488

11,067,951

 

 

 

 

 

 

 

Shareholders’ equity and net debt

 

13,173,434

11,926,582

 

16,362,571

14,473,954

 

(v)    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 on September 30, 2013 and December 31, 2012:

 

a) Parent Company:

 

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings

1,129,667

1,272,460

74,007

2,476,134

Debentures

1,224,770

2,443,658

-

3,668,428

Derivatives

(82,051)

(14,156)

-

(96,207)

Leasing

37,431

114,257

24,906

176,594

At 09.30.2013

2,309,817

3,816,219

98,913

6,224,949

 

Page 81


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   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

 

a)   Parent Company: -- Continued

 

 

Parent Company

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

888,439

2,111,787

149,876

3,150,102

Debentures

727,053

3,323,809

-

4,050,862

Derivatives

(16,219)

(81,335)

-

(97,554)

Leasing

54,023

121,046

44,485

219,554

At 12.31.2012

1,653,296

5,475,307

194,361

7,322,964

 

                   b) Consolidated: 

 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

3,804,233

1,928,249

77,587

5,810,069

Debentures

1,305,218

3,313,002

-

4,618,220

Derivatives

(92,248)

(14,156)

-

(106,404)

Leasing

38,168

117,206

29,936

185,310

At 09.30.2013

5,055,371

5,344,301

107,523

10,507,195

 

 

Consolidated

 

Up to 1 year

1 – 5 years

More than 5 years

Total

Loans and financings 

3,561,872

2,669,235

149,876

6,380,983

Debentures

897,657

4,225,743

-

5,123,400

Derivatives

(11,345)

(87,647)

-

(98,992)

Leasing

60,304

120,781

29,936

211,021

At 12.31.2012

5,077,507

5,347,876

107,523

10,532,906

 

(vi)   Derivative financial instruments

 

Certain operations are classified as fair value hedge, whose objective is to hedge against foreign exchange exposure (U.S. dollars) and fixed interest rates, converting the debt into domestic interest rates and currency.

 

On September 30, 2013 the reference value of these contracts were R$640,000 (R$1,144,050 on December 31, 2012). These operations are usually contracted under the same terms of amounts, maturities and fees, and preferably carried out with the same financial institution, observing the limits set by Management.

 

 

 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

20.   Financial instruments – Continued 

 

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

 

(vi)     Derivative financial instruments – Continued

 

The Company’s derivatives contracted before December 31, 2008 are  measured at fair value through profit or loss, including: (i) “swap” agreements of foreign currency-denominated debts (U.S. dollars), to convert from fixed interest rates and foreign currencies to Brazilian Reais and domestic variable interest rates (CDI). There is no balance at September 30, 2013 (R$259,883 at December 31, 2012) and (ii) are primarily related to debentures, swapping variable domestic interest rates plus fixed interest rates with variable interest rates (CDI).

 

According to the Company’s treasury policies, swaps cannot be contracted with restrictions (“caps”), margins, as well as return clauses, double index, flexible options or any other types of transactions different from traditional “swap” operations to hedge against debts, including for speculative purposes.

 

The Company’s internal controls were designed so that to ensure that transactions are conducted in compliance with this treasury policy.

 

The Company calculates the effectiveness of operations and hedge accounting is applied on inception date and on continuing basis. Hedges designated transactions contracted in the nine-month period ended of September 30, 2013 were effective in relation to the covered risk. For derivative transactions qualified as hedge accounting, according to technical pronouncement CPC 38 (IAS 39), the debt is also adjusted at fair value. 

 

 

 

Consolidated

 

 

Notional value

Fair value

 

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

640,000

1,144,050

 

813,427

1,506,413

 

 

 

 

 

 

 

Long position (acquired)

 

 

 

 

 

 

Prefixed rate

11.82% per year

377,000

377,000

 

539,897

521,575

US$ + fixed

3.48% per year

263,000

767,050

 

278,682

996,538

 

 

640,000

1,144,050

 

818,579

1,518,113

Short position (sold)

 

 

 

 

 

 

 

CDI 100.55% per year

(640,000)

(1,144,050)

 

(710,965)

(1,396,045)

Net hedge position

 

-

-

 

107,614

122,068

             

 

 

Page 83


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

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

 

(vi)    Derivative financial instruments - Continued

 

 

 

Consolidated

 

 

Notional value

Fair value

 

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Swap agreements measured by fair value through statement of income

 

 

 

 

 

Long position (acquired)

 

 

 

 

 

 

CDI + fixed

100% CDI + 0.05% per year

-

259,883

 

-

266,276

 

 

-

259,883

 

-

266,276

 

 

 

 

 

 

 

Short position (sold)

104.96% of CDI

-

(259,883)

 

-

(266,071)

Swap net position

 

 

 

 

 

205

 

 

 

 

 

 

 

Total swap net position

 

-

-

 

107,614

122,273

 

Realized and unrealized gains and losses over these contracts during the nine-month period ended September 30, 2013 are recorded in the net financial result and balance payable by fair value is R$107,614 (R$122,273 at December 31, 2012) and recorded under “Loans and financings”.

 

Fair value “hedge” effects through profit or loss for the nine-month period ended September 30, 2013 were a gain of R$33,271 (and loss of R$26,739 at September 30, 2012).

 

(vii)         Fair values of derivative financial instruments

 

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

 

Fair values are calculated by projecting the future cash flows of operations, using the curves of CDI and discounting them to present value, using CDI market rates for swaps both disclosed by BM&FBovespa.

 

The market value of exchange coupon swaps versus CDI rate was obtained applying market exchange rates effective on the date the interim financial information are drawn up and rates are projected by the market calculated based on currency coupon curves. In order to calculate the coupon of foreign currency indexed-positions, the straight-line convention - 360 consecutive days was adopted and to calculate the coupon of CDI indexed-positions, the exponential convention - 252 business days was adopted.

 

 

 

Page 84


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

b)  Sensitivity analysis of financial instruments

 

The sensitivity analysis, was developed for each type of market risk deemed as relevant by Management, to which the entity is exposed at the closing date of each period.

 

According to the Management’s assessment, the most probable scenario is what the market has been estimating through market curves (currency and interest rates) of BM&FBovespa, on the maturity dates of each operation. Therefore, in the probable scenario (I), there is no impact on the fair value of financial instruments already mentioned in item (vi) above. For scenarios (II) and (III), for the sensitivity analysis effect, a deterioration of 25% and 50% was taken into account, respectively, on risk variables, up to the maturity date of the financial instruments.

In order to calculate the fair value, debts and “swaps” are measured through rates disclosed in the financial market and projected up to their maturity date. The discount rate calculated through the interpolation method of foreign currency-denominated loans is developed through DDI curves, Clean Coupon and DI x Yen, indexes disclosed by BM&FBovespa (Securities, Commodities and Futures Exchange), and DI curve is used in domestic currency-denominated loans, an index published by CETIP and calculated through the exponential interpolation method.

In case of derivative financial instruments (aiming at hedging the financial debt), changes in scenarios are accompanied by respective hedges, indicating effects are not significant, see item b (ii).

 

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

 

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

 

 

 

 

 

Market projection

Operations

 

Risk

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

 

Debt at prefixed rate

 

Rate increase

 

(593,108)

 

(593,108)

 

(593,108)

Swap (asset position in prefixed rate)

 

Rate increase

 

593,205

 

593,205

 

593,205

 

 

Net effect

 

97

 

97

 

97

 

 

 

 

 

 

 

 

 

“Swap” (liability position in CDI)

 

CDI decrease

 

(548,159)

 

(559,399)

 

(570,921)

 

 

 

 

 

 

 

 

Total net effect

 

 

 

 

 

(11,240)

 

(22,762)

 

 

Page 85


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

b)  Sensitivity analysis of financial instruments-- Continued

 

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

 

 

 

 

 

Market projection

Operations

 

Risk

 

Scenario I

 

Scenario II

 

Scenario III

 

 

 

 

 

 

 

 

 

Debt US$

 

US$ increase

 

(311,369)

 

(389,212)

 

(467,054)

Swap (asset position in US$)

 

US$ increase

 

315,876

 

394,845

 

473,814

 

 

Net effect

 

4,507

 

5,633

 

6,760

 

 

 

 

 

 

 

 

 

Swap (liability position in CDI)

 

CDI decrease

 

(254,529)

 

(257,300)

 

(260,043)

 

 

 

 

 

 

 

 

 

Total net effect

 

 

 

 

 

(1,645)

 

(3,261)

 

(iii) Other financial instruments

 

 

 

 

 

Market projection  

Transactions

 

Risk

 

Scenario I

Scenario II

Scenario III

 

 

 

 

 

 

 

Debentures

 

CDI + 1%

 

(1,366,615)

(1,393,989)

(1,421,363)

Debentures

 

108.35% of CDI

 

(2,296,697)

(2,342,701)

(2,388,705)

Debentures – Via Varejo

 

100% CDI + 0.9%

 

(947,457)

(981,892)

(1,016,810)

Bank loan

 

102.51% of CDI

 

(1,256,721)

(1,281,894)

(1,307,066)

Bank loan – Via Varejo

 

110.48% of CDI

 

(2,885,993)

(2,894,833)

(2,903,569)

Leasing

 

100.18% of CDI

 

(150,919)

(153,942)

(156,965)

Leasing

 

IGP-DI + 6% per year

 

(35,685)

(36,399)

(37,114)

Leasing – Via Varejo

 

100% CDI

 

(23,251)

(23,831)

(24,412)

Total loans and financings  exposure

 

 

 

(8,963,338)

(9,109,481)

(9,256,004)

Cash and cash equivalents

 

100.6 % of CDI(*)

 

5,243,126

5,348,148

5,453,169

 

 

 

 

 

 

 

Total net exposure

 

(3,720,212)

(3,761,333)

(3,802,835)

 

 

 

 

 

 

 

Deterioration compared with the Scenario I

 

 

(41,121)

(82,623)

(*) weighted average

 

 

 

 

 

 

 

c)  Fair value measurements

 

Consolidated assets and liabilities measured at fair value are summarized as follows:

 

 

09.30.2013

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

Fair value measurement on the balance sheet date adopting other observable relevant assumptions (Level 2)

Fair value measurement on the balance sheet date adopting other observable relevant assumptions (Level 3)

 

 

 

 

 

Financial investments measured at fair value

23,270

23,270

-

-

Cross-currency interest rate swaps

71,573

-

71,573

-

Interest rate swaps

36,042

-

36,042

-

Loans and financings 

(700,226)

-

(700,226)

-

Debentures

(4,001,549)

-

(4,001,549)

-

Put/call options (e), (f)

362,279

-

-

362,279

 

(4,208,611)

23,270

(4,594,160)

362,279

 

There were no changes between the fair value measurement levels in the nine-month period ended September 30, 2013.

 

Page 86


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments – Continued 

 

d) Consolidated position of operations with derivatives financial instruments.

 

As of September 30, 2013 and December 31, 2012, below, the consolidated position of outstanding derivative financial instruments operations:

Outstanding

 

 

 

 

Amount payable or receivable

Fair value

Description

Counterparties

Notional value (in thousands)

Contracting date

Maturity

09.30.2013

12.31.2012

09.30.2013

12.31.2012

 

 

 

 

 

 

 

 

 

Exchange swaps registered at CETIP

(USD x CDI)

Santander

US$ 57,471

4/16/2010

4/10/2013

-

(1,350)

-

(839)

 

Citibank

US$ 23,202

2/13/2012

2/13/2014

11,422

6,765

10,687

7,145

 

Itaú Unibanco

US$ 175,000

7/1/2010

6/7/2013

-

(18,281)

-

(16,389)

 

Itaú Unibanco

US$ 100,000

5/5/2011

4/16/2014

61,222

43,653

60,886

50,456

 

HSBC

US$ 95,487

4/29/2011

4/22/2013

-

34,119

-

35,264

 

 

 

 

 

 

 

 

 

Interest rate swap registered at CETIP

(Fixed rate x CDI)

Banco do Brasil

R$ 117,000

12/23/2010

12/24/2013

9,780

4,746

10,569

11,210

 

(*)

R$ 130,000

6/28/2010

6/6/2014

10,382

5,091

12,261

14,858

 

 

R$ 130,000

6/28/2010

6/2/2015

9,839

4,706

13,213

20,363

 

Itaú Unibanco

R$ 779,650

6/25/2007

3/1/2013

-

132

-

205

 

 

 

 

 

102,645

79,581

107,616

122,273

 

e) Call option Bartira

 

Casa Bahia Comercial Ltda. ("CB") and the Company have granted through the Shareholders´ Agreement, call and put options on the shares held by the NCB and Casa Bahia in Bartira. The terms are defined as follows:

 

•   During the restricted period, as defined in the Shareholders´ Agreement as 36 months from July 1, 2010, NCB has the right to sell its 25% in the capital of Bartira for R$1.00 to Casa Bahia.

 

•  For the period between the end of restriction period and the end of the 6th year of the Partnership Agreement, NCB has the option acquire the remaining 75% of interest in the capital of Bartira, currently held by CB, for the amount of R$175,000, adjusted by the Extended Consumer Price Index - IPCA.

 

•  In case that NCB does not exercise the call option referred to above, at the end of the 6th year, CB has the obligation to acquire 25% held by NCB for R$58,500, adjusted by IPCA.

 

 

 

Page 87


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

20.   Financial instruments - Continued 

 

e) Call option Bartira -- Continued

 

The instrument mentioned above was calculated using the Black & Scholes methodology under the following assumptions:

 

•  Exercise price: R$200,466 (monetarily restated by IPCA until exercise date);

•  The asset price in cash: R$672,941, corresponding to 100% valuation of Bartira, under conditions in which asset can be delivered if the option is exercised, in other words, excluding the effects of disadvantageous supply agreement;

•  Volatility: 28% based on similar companies;

•  Contract term: 10 months;

•  Risk-free rate: 5.8% per year

•  The fair value on September 30, 2013: R$306,739.


f) 
Call option Rede Duque

 

The call option in the amount of R$50,000 is restated by 110% of CDI and at September 30, 2013, the amount of R$3,222 (R$2,318 in December 31, 2012) was recognized in financial result, see note 15 (ii). The period for the exercise was extended so that it should start on July 28, 2013 and ending on November 28, 2013.

 

 

21.   Income and social contribution taxes payable and taxes payable in installment

 

a)      Payable taxes and contributions

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

PIS and COFINS payable

17,205

47,988

 

242,676

251,902

Provision for income and social contribution taxes

76,608

22,991

 

138,889

147,915

ICMS to payable

18,966

24,906

 

182,174

233,154

Other

1,054

5,623

 

38,250

17,790

 

113,833

101,508

 

601,989

650,761

 

b)      Taxes payable in installment

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

Taxes payable by installments - Law no. 11941/09 (i)

1,126,993

1,248,158

 

1,203,462

1,327,115

Social Security

-

-

 

13,408

13,740

Other (ii)

15,702

18,043

 

16,538

19,056

 

1,142,695

1,266,201

 

1,233,408

1,359,911

 

 

 

 

 

 

Current

133,645

147,172

 

142,219

155,368

Noncurrent

1,009,050

1,119,029

 

1,091,189

1,204,543

 

Page 88


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

21.   Income and social contribution taxes payable and taxes payable in installment -- Continued

 

b)      Taxes Payable in installment Continued 

 

(i)     Federal tax installment payment, Law 11,941/09 – The Law 11,941, was enacted on May 27, 2009, a special federal tax and social security debt installment program, for debts overdue until November 2008, and gave several benefits to its participants, such as reduction of fines, interest rates and legal charges, the possibility of utilization of accumulated tax losses to settle penalties and interest and payment in 180 months. The Company still has the possibility of using escrow deposits linked to the claim to reduce the balance, besides of the fact that such reduction gains are not subject to IRPJ/CSLL/PIS/COFINS.

 

(ii) Other – the Company filed request for tax installment payment according to the Incentive Tax Installment Payment Program (PPI). These taxes are adjusted by Special System for Settlement and Custody - SELIC and are payable in 120 months.

 

 

22.   Income and social contribution taxes

 

a)  Income and social contribution tax expense reconciliation

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

Earnings before income and social contribution taxes

633,435

739,246

 

993,334

861,270

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

(158,359)

(184,812)

 

(298,001)

(258,381)

Tax penalties

(2,388)

(2,525)

 

(6,185)

(3,778)

Equity pickup

71,464

80,883

 

8,505

3,559

Extemporaneous credits

16,845

-

 

16,890

-

Other permanent differences (undeductible

(223)

(22,927)

 

(5,732)

14,734

Effective income and social contribution taxes

(72,661)

(129,381)

 

(284,567)

(243,866)

 

 

 

 

 

 

Income and social contribution taxes for the period:

 

 

 

 

 

Current

(98,718)

(105,840)

 

(278,124)

(160,350)

Deferred

26,057

(23,541)

 

(6,443)

(83,516)

Deferred income and social contribution taxes expenses

(72,661)

(129,381)

 

(284,567)

(243,866)

Effective rate

11.5%

17.5%

 

28.6%

28.3%

The CBD does not pay social contribution tax (9%) based on final and unappealable court decision in the past.

 

 

Page 89


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

22.   Income and social contribution taxes -- Continued

 

b)  Breakdown of deferred income and social contribution taxes

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

 

 

 

 

 

Tax losses

-

7,095

 

736,370

796,771

Provision for contingencies

175,524

97,666

 

351,166

269,390

Provision for derivative operations taxed on a cash basis

3,204

25,104

 

7,287

22,608

Allowance for doubtful accounts

1,364

1,375

 

90,196

75,394

Provision for goodwill decrease

-

-

 

974

974

Provision for current expenses

-

-

 

99,106

49,557

Goodwill tax amortization over investments

29,391

43,162

 

(345,919)

(270,666)

Adjustment to present value Law 11638/07

550

441

 

(9,196)

1,320

Adjustment for financial leasing operations Law 11638/07

5,575

7,158

 

(55,454)

(43,183)

Adjustment to marking to market Law 11638/07

949

729

 

949

729

Capital gain of assets acquired in business combination

-

-

 

(953,550)

(986,701)

Technological innovation accomplishment future

(12,209)

(11,722)

 

(12,209)

(11,722)

Other

7,200

14,573

 

25,303

36,995

Deferred income and social contribution taxes

211,548

185,491

 

(64,977)

(58,534)

 

 

 

 

 

 

Noncurrent assets

211,548

185,491

 

1,024,605

1,078,842

Noncurrent liabilities

-

-

 

(1,089,582)

(1,137,376)

Income tax and deferred social contribution

211,548

185,491

 

(64,977)

(58,534)

 

Management has prepared a technical viability study on the future realization of deferred tax assets, considering the probable capacity to generate taxable income in the context of the main variables of their business. This study was prepared based on information extracted from the strategic planning report previously approved by the Board of Directors of the Company.

 

Based on these studies, the Company estimates to recover these tax credits, as follows:

 

Year

Parent Company

 

Consolidated

2014

70,264

 

407,792

2015

43,293

 

293,188

2016

43,293

 

263,135

2017

43,293

 

48,596

2018

11,405

 

11,894

 

211,548

 

1,024,605

 

 

 

 

Page 90


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

23.   Companies` acquisition

 

 

 

Consolidated

 

 

09.30.2013

12.31.2012

 

 

 

 

Interest acquisition in Assai (a)

5,214

4,945

Interest acquisition in Sendas (b)

168,798

216,277

 

 

174,012

221,222

 

 

 

 

Current liabilities

 

68,361

63,021

Noncurrent liabilities

 

105,651

158,201

 

                       a.      Refers to accounts payable due to the acquisition of noncontrolling interest in Assai, subsidiary that operates in the “cash and carry” segment for the Group.

 

                       b.      Refers to accounts payable for the acquisition of noncontrolling interest in Sendas in December 2010, corresponding to 42.57% of the capital at the time the total amount of R$377,000. On September 30, 2013 three annual installments were remaining, recorded at present value, estimated to be adjusted by the IPCA, the last amortization will occur in July 2016.

 

 

24.   Provision for contingencies

 

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

 

a)     Parent Company

 

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Total

Balance at December 31, 2012

36,093

132,963

112,417

64,210

345,683

Additions

167,387

-

94,971

3,583

265,941

Payments

-

-

(22,564)

-

(22,564)

Reversals

-

(43,131)

(8,937)

(1,611)

(53,679)

Transfers

-

-

-

(15,100)

(15,100)

Monetary restatement

6,548

4,003

9,727

6,900

27,178

 

 

 

 

 

 

Balance at September 30, 2013

210,028

93,835

185,614

57,982

547,459

 

b)    Consolidated 

 

 

COFINS/PIS

Taxes and other

Social security and labor

Civil

Total

Balance at December 31, 2012

86,557

364,082

190,836

132,886

774,361

 

 

 

 

 

 

Additions

190,382

8,701

178,404

45,026

422,513

Payments

-

-

(35,552)

(7,690)

(43,242)

Reversals

-

(52,470)

(31,158)

(28,809)

(112,437)

Monetary restatement

8,575

10,376

19,101

22,074

60,126

 

 

 

 

 

 

Balance at September 30, 2013

289,610

326,593

321,631

163,487

1,101,321

 

Page 91


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

24.   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 contingencies in accordance with the indexed rates used by each tax jurisdiction. In all cases, both the interest charges as fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.

 

The main provisioned tax claims are as follows:

 

COFINS and PIS

 

With the non-cumulativeness treatment when calculating PIS and COFINS, the Company and its subsidiaries are discussing at court the right to exclude the ICMS from the calculation basis of these two contributions.

 

In addition, a subsidiary of the Company offset tax debts from PIS and COFINS with excise tax - IPI credits – inputs credits subject to a zero rate or exempted - acquired from third parties (transferred based on final and unappeasable court decision). The claims amounts of PIS and COFINS at September 30, 2013 is R$92,112 (R$86,557 at December 31, 2012).

 

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$193,402.

 

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 by the Company. 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 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 tax losses carryforward, as well as suppliers contracted considered disqualified before the registration of the State Internal Revenue Service, error when applying rate, 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 of R$43,139.

 

The amount recorded at September 30, 2013 is R$130,325 (R$173,687 on December 31, 2012).

 

In addition, the Company discusses in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount at September 30, 2013 is R$36,954 (R$31,529 at December 31, 2012).

 

Page 92


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

Others

 

Provisions for tax contingent liabilities were recorded in Via Varejo subsidiary, which upon business combinations are recorded, under technical pronouncement CPC 15 (IFRS 3). At September 30, 2013, the amount recorded was R$163,410 (R$158,866 at December 31, 2012) in tax contingent liabilities.

 

Main tax contingent liabilities recorded refer to administrative proceedings related to the offset of PIS contribution, under the protection of Decrees 2445/88 and 2449/88, generated in view of credits deriving from legal proceedings and the offset of tax debts with contribution credits levied on coffee exports.

 

d)  Labor 

 

The Company is party to numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business. At September 30, 2013, the Company recorded a provision of R$308,451 (R$177,698 at December 31, 2012) 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, bearing in mind previous experiences in relation to the amounts claimed. Labor claims are indexed to the benchmark interest rate (“TR”) 0.04% accrued at September 30, 2013 (0.29% at December 31, 2012) plus 1% monthly interest rates.

 

Labor provisions were recorded in Via Varejo subsidiary referring to contingent liabilities recognized upon business combination amounting to R$13,180 at September 30, 2013 (R$13,138 at December 31, 2012).

 

e)  Civil and other

 

The Company is defendant in civil actions, at several court levels (indemnifications and collections, among others) 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 (owner of the property) in the lawsuit, when internal and external legal advisors agree on the likelihood of changing the lease paid by the entity. At September 30, 2013, the amount accrued for these lawsuits is R$43,372 (R$36,112 at December 31, 2012), to which there are no escrow deposits;

 

·       The subsidiary Via Varejo is party to lawsuits involving the consumer relations rights (civil actions and assessments from PROCON) and few lawsuits involving contracts terminated with suppliers and the amount referred to in these lawsuits totals R$55,460 at September 30, 2013 (R$43,769 at December 31, 2012);

 

Page 93


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

e)  Civil and other -- Continued

 

·       Provisions for civil actions were recorded in Via Varejo subsidiary referring to contingent liabilities recognized upon business combinations totaling R$2,280 at September 30, 2013 (R$2,685 at December 31, 2012).

 

Total civil actions and other at September 30, 2013 is R$163,487 (R$132,886 at December 31, 2012).

 

f)   Other non-accrued contingent liabilities

 

The Company has other litigations which have been analyzed by the legal counsels and deemed as possible but not probable; therefore, they have not been accrued, amounting to R$7,544,409 at September 30, 2013 (R$7,151,112 at December 31, 2012), 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, and the loss, considered possible, corresponds to R$296,267 at September 30, 2013 (R$283,245 at December 31, 2012). The proceedings are under administrative and court discussion;

 

·       IRPJ, individual income tax - IRRF, CSLL, tax on financial transactions - IOF,  tax at source on net income  ILL, IPI – the Company has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions and payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, amongst other less significant taxes. These proceedings await decision in the administrative and court level;

 

In the 4th quarter of 2012, the Company became aware of delinquency notice drawn up by Internal Revenue Agency to the collection of differences in the payment of income tax, allegedly due in respect of the calendar years 2007 to 2009, 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. In the second quarter of 2013, the Company became aware of delinquency in relation to the calendar years 2010 and 2011. No provision was made for this case, since the evaluation of the Company´s legal advisors, the chances of loss are classified partly as possible is R$628,755 at September 30, 2013 (R$300,800 at December 31, 2012) and partly as a remote.

 

The amount involved in these assessments corresponds to R$1,119,220 at September 30, 2013 (R$783,305 at December 31, 2012).

 

 

 

Page 94


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

f)   Other non-accrued contingent liabilities -- Continued

 

·       COFINS, PIS and provisional contribution on financial transactions - CPMF – 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$949,840 at September 30, 2013 (R$1,076,782 at December 31, 2012);

 

·       ICMS – the Company was served notice by the State tax authorities regarding: (i) on the appropriation of credits of 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 from sales; and (viii) among others, not relevant. The total amount of these assessments is R$3,988,712 at September 30, 2013 (R$3,599,179 at December 31, 2012), 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 other – these are related to assessments on third parties retention, IPTU payment discrepancies, fines due to failure to comply with ancillary obligations and sundry taxes, the amount is R$329,191 at September 30, 2013 (R$325,139 at December 31, 2012) and await administrative and court decisions;

 

·     Other litigations – they are related to administrative lawsuits, 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 under the civil court scope, special civil court, Consumer Protection Agency  - PROCON (in many States), Weight and Measure Institute  - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, amounting to R$408,210 at September 30, 2013 (R$638,521 at December 31, 2012); 

 

·     Labor  - the Company has also processes with estimated risk of loss as possible in the amount of R$452,969 on September 30, 2013 (R$444,941 at December 31, 2012).

 

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

 

 

 

 

Page 95


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

g)  Restricted deposits for legal proceeding

 

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 for legal proceeding.

 

 

Parent Company

Consolidated

 

09.30.2013

12.31.2012

09.30.2013

12.31.2012

 

 

 

 

 

Tax

57,919

57,847

141,017

137,911

Labor

441,755

456,921

762,753

738,228

Civil and other

42,813

33,607

94,268

76,155

Total

542,487

548,375

998,038

952,294

 

 

 

 

 

 

h)  Guarantees 

 

Lawsuits

 

Real estate

 

Equipment

 

Guarantee

 

Total

 

 

 

 

 

 

 

 

 

Tax

 

814,954

 

31

 

4,673,912

 

5,488,897

Labor

 

6,141

 

3,051

 

67,117

 

76,309

Civil and other

 

11,128

 

422

 

241,420

 

252,970

Total

 

832,223

 

3,504

 

4,982,449

 

5,818,176

                                                                                                                                   

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.

 

 

25.   Leasing transactions

 

a)  Operational lease

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

 

Gross commitments from operating lease

Minimum rental payment

 

 

 

 

 

Less than1 year

410,379

354,816

 

1,160,205

931,204

Over 1 year and less than 5 years

1,345,021

1,101,133

 

3,498,513

2,579,478

Over 5 years

1,380,803

1,430,996

 

4,440,209

4,084,681

 

3,136,203

2,886,945

 

9,098,927

7,595,363

 

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

 

Page 96


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

25.   Leasing transactions – Continued 

 

a)  Operational lease -- Continued

 

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 September 30, 2013, the fine would be R$541,273 (R$863,853 on December 31, 2012).

 

(i)  Contingent payments

 

The Management considers additional rental payments as contingent payments, which vary between 0.5% and 2.5% of sales.

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

Contingent payments recognized as expense in the period

242,376

172,149

 

376,062

327,864

 

(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. The agreements have periodic adjustment clauses according to inflation indexes.

 

b)  Financial lease

 

Financial lease agreements amounted to R$305,626 at September 30, 2013 (R$358,211 at December 31, 2012), according to the chart below:

 

 

Parent Company

 

Consolidated

 

09.30.2013

12.31.2012

 

09.30.2013

12.31.2012

Financial leasing liability –minimum lease payments

 

 

 

 

 

Less than 1 year

31,404

66,863

 

47,910

83,054

Over 1 year and less than 5 years

102,551

110,065

 

106,825

127,283

Over 5 years

27,442

28,001

 

34,172

35,254

Present value of financial lease agreements

161,397

204,929

 

188,907

245,591

 

 

 

 

 

 

Future financing charges

93,055

97,085

 

116,719

112,620

Gross amount of financial lease agreements

254,452

302,014

 

305,626

358,211

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

Contingent payments recognized as expense in the period

1,878

1,743

 

1,743

4,929

 

 

 

Page 97


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

25.   Leasing transactions -- Continued 

 

b)  Financial lease -- Continued

 

The lease term varies between 5 and 25 years and the agreements may be renewed according to the rental law 12122 of 2010.

 

 

 

Parent Company

 

Consolidated

 

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

 

Minimum rentals

 

249,579

254,066

 

342,589

413,211

Contingent rentals

 

82,645

22,992

 

663,891

438,100

Sublease rentals (*)

 

(90,848)

(73,515)

 

(119,194)

(97,435)

 

 

241,376

203,543

 

887,286

753,876

 

(*) Refers to contracts rents receivable from commercial galleries.

 

Pursuant to the agreement of this transaction, the Company and Casino Group received a “golden share”, which provided to both veto rights that ensure the properties are used by the parties intended for the term of the lease agreement.

 

The Company is permitted to rescind the lease agreement, paying a penalty of 10% of the remaining rents limited to 12 months.

 

 

26.   Deferred revenue

 

       The subsidiaries Via Varejo and NCB received in advance values of trading partners on exclusivity in the intermediation services or additional/extended warranties, and subsidiary Barcelona received in advance values for the rental of shelves and light panel (Back lights) for exhibition of products from their suppliers.

 

 

Consolidated

 

09.30.2013

12.31.2012

 

 

 

Additional or extended warranties

459,033

513,003

Security revenues

2,240

-

Barter contract

44,558

32,975

Back lights

7,066

17,807

 

512,897

563,785

 

 

 

Current

82,726

92,120

Noncurrent

430,171

471,665

 

Management estimates that the value classified as noncurrent will be recognized in profit or loss, in the following proportion:

 

 

Consolidated

 

09.30.2013

2014

19,020

2015

118,042

2016

80,447

2017

67,765

2018

49,268

2019

49,268

2020

46,361

 

430,171

Page 98


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ equity

 

a)  Capital stock

 

The subscribed and paid-up capital is represented by 264,318 at September 30, 2013 (263,410 at December 31, 2012) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares at September30, 2013 and December 31, 2012, and 164,638 in thousands of preferred shares at September 30, 2013 (163,730 at December 31, 2012).

 

The Company is authorized to increase its capital stock up 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.

 

In the nine-month period ended of September 30, 2013 the Company increased the capital in 608 thousand preferred shares resulting from the exercise of stock options, as follows:

 

·         At the Board of Directors’ Meeting held at February 19, 2013, the capital was increased by R$1,088 by means of the issue of 41 thousand preferred shares.

 

·         At the Board of Directors’ Meeting held at April 25, 2013 the capital was increased by R$5,692 by means of the issue of 237 thousand preferred shares.

 

·         At the Board of Directors’ Meeting held at June 20, 2013 the capital was increased by R$4,091 by means of the issue of 304 thousand preferred shares.

 

·         At the Board of Directors’ Meeting held at August 29, 2013 the capital was increased by R$878 by means of the issue of 26 thousand preferred shares.

 

b)  Share rights

 

Preferred shares (“PNA”) are non-voting and entitle the following rights and advantages to its holders: (i) priority in the reimbursement of capital should the Company be liquidated; (ii) priority in the receipt of a non-cumulative annual minimum dividend of R$0.08 per share; (iii) right to receive a dividend 10% greater than the dividend attributed to common shares, including the preferred dividend paid pursuant to item (ii) above for the purposes of calculating the respective amount.

 

c)  Capital reserve – special goodwill reserve

 

This reserve was generated by the corporate restructuring realized in 2006, and consisted of merging the former holding company, resulting in deferred income tax assets savings of R$103,398, and represents the future tax benefit through the amortization of incorporated goodwill. The special goodwill reserve corresponding to the benefit already received shall be capitalized at the end of each year to the benefit of controlling shareholders, with the issue of new shares.

 

 

Page 99


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

c)  Capital reserve – special goodwill reserve -- Continued

 

The capital increase is subject to the preemptive right of noncontrolling shareholders, according to each one's interest by type and class of share at the time of issue, and the amounts paid by noncontrolling shareholders will be directly delivered to the controlling shareholder.

 

At the Extraordinary Shareholders’ Meeting held at April 27, 2012, the shareholders approved to increase the Company's capital, in the amount of R$200,905, by capitalizing the special goodwill reserve. Out of this amount, R$40,180 were capitalized without issuing new shares and R$160,725 were capitalized to the benefit of Wilkes Participações S.A., pursuant to article 7 of Instruction nº 319/99 of CVM.

 

At the Extraordinary Shareholders’ Meeting held at April 17, 2013, the shareholders approved to increase the Company´s capital, in the amount of R$38,025 by capitalizing the special goodwill reserve. Out of this amount, R$7,605 were capitalized without issuing new shares and R$30,420 were capitalized to the benefit of Wilkes Participações S.A., pursuant to article 7 of Instruction nº 319/99 of CVM.

 

d)  Granted options

 

The “options granted” account recognizes the effects of the Company’s executives’ share-based payments under technical pronouncement CPC 10 (IFRS 2) – Share-based payment.

 

e)  Profit reserve

 

(i)   Legal reserve: is formed based on appropriations of 5% of net income of each year, limited to 20% of the capital.

 

(ii)  Expansion reserve: is formed based on appropriations of the amount determined by  shareholders to reserve funds to finance additional capital investments and working and current capital through the allocation of up to 100% of the net income remaining after the appropriations determined by law and supported by capital budget, approved at shareholders’ meeting.

 

f)   Share-based payment plans

 

Pursuant to the resolutions at the Extraordinary Shareholders’ Meeting, held at December 20, 2006, the Company’s Stock Option Plan was approved.

 

Starting on 2007, the grants of stock options to Management and employees, were made following the rules below:

 

Options will be classified as follows: “Silver” and “Gold”, and the quantity of Gold-type options may be decreased and/or increased (reducer or accelerator), at the discretion of the Plan Management Committee, in the course of 36 months following the granting date.

 

 

Page 100


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

f)   Share-based payment plans -- Continued

 

(i) Stock option plan for preferred shares - Continued 

 

The exercise price for the Silver-type option will correspond to the average of closing price of the Company preferred shares occurred over the last 20 trading sessions of BM&FBOVESPA, prior to the date on which the Committee resolves on the granting of option, with a 20% discount. The price for the Gold-type option will correspond to R$0.01 and the granting of these options are additional to the Silver options, the granting or the exercise of “Gold” options is not possible separately. In both cases, the prices will not be restated.

 

The Silver and Gold options shall be effective as of the date of the respective agreement. The number of shares resulting from the Silver option is fixed (established in the agreement). The number of shares resulting from the Gold option is variable, establishing on the granting date a number of shares that may be increased or decreased, according to the Return on Invested Capital - ROIC verified at the end of the 36th month as of the granting date. In accordance with item 3.3 of the Plan, the Committee decided that, from the Series A6, including the reducing or increasing the amount of options such as “Gold” will be determined based on the compliance with the Return on Capital Employed - ROCE of CBD, which may increase or reduce granting at -6% and 6%, depending on the accomplishment of goals..

 

The options granted under the Stock Option Plan may be exercised in whole or in part. It is worth noting that "Gold" options are additional to "Silver" and thus the "Gold" options may only be exercised jointly with "Silver" options.


The price on the exercise of options granted under the Stock Option Plan shall be fully paid in local currency by employee, and the exercise price must be paid in one installment, due after 30 days after the date of subscription of their shares.

 

At the Board of Directors’ Meeting held at February 19, 2013, the increase of the global limit of shares allocated to the Company's General Stock Option Plan was approved, from 11,618 thousand preferred shares to 15,500 thousand preferred shares, an increase of 3,882 thousand new preferred shares.

 

 

 

Page 101


 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

f)   Share-based payment plans - Continued

 

(i) Stock option plan for preferred shares - Continued 

 

Information on the stock option plans is summarized below:

 

 

 

 

 

 

 

 

Price

 

Lot of shares

Series

granted

Date granted

 

1st date of exercise

 

2nd date of exercise and expiration

 

On the date granted

End of the period

 

Number of shares granted

Exercised

Not exercised by dismissal

Total in effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

 

 

 

 

 

 

 

 

 

Series A2 - Gold

3/3/2008

 

3/31/2011

 

3/30/2012

 

0.01

0.01

 

848

(841)

(7)

-

Series A2 - Silver

3/3/2008

 

3/31/2011

 

3/30/2012

 

26.93

26.93

 

950

(943)

(7)

-

Series A3 - Gold

5/13/2009

 

5/31/2012

 

5/31/2013

 

0.01

0.01

 

668

(668)

-

-

Series A3 - Silver

5/13/2009

 

5/31/2012

 

5/31/2013

 

27.47

27.47

 

693

(693)

-

-

Series A4 - Gold

5/24/2010

 

5/31/2013

 

5/31/2014

 

0.01

0.01

 

514

(257)

(2)

255

Series A4 - Silver

5/24/2010

 

5/31/2013

 

5/31/2014

 

46.49

46.49

 

182

(118)

(1)

63

Series A5 - Gold

5/31/2011

 

5/31/2014

 

5/31/2015

 

0.01

0.01

 

299

(59)

(11)

229

Series A5 - Silver

5/31/2011

 

5/31/2014

 

5/31/2015

 

54.69

54.69

 

299

(59)

(11)

229

Series A6 - Gold

3/15/2012

 

3/15/2015

 

3/15/2016

 

0.01

0.01

 

526

(66)

(19)

441

Series A6 - Silver

3/15/2012

 

3/15/2015

 

3/15/2016

 

64.13

64.13

 

526

(66)

(19)

441

 

 

 

 

 

 

 

 

 

 

5,505

(3,770)

(77)

1,658

                           

 

 

 

 

 

 

 

 

Price

 

Lot of shares

Series

granted

Date granted

 

1st date of exercise

 

2nd date of exercise and expiration

 

On the date granted

End of the period

 

Number of shares granted

Exercised

Not exercised by dismissal

Total in effect

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 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

(122)

(14)

163

Series A5 - Silver

5/31/2011

 

5/31/2014

 

5/31/2015

 

54.69

54.69

 

299

(122)

(14)

163

Series A6 - Gold

3/15/2012

 

3/15/2015

 

3/15/2016

 

0.01

0.01

 

526

(145)

(26)

355

Series A6 - Silver

3/15/2012

 

3/15/2015

 

3/15/2016

 

64.13

64.13

 

526

(145)

(26)

355

Series A7 – Gold

3/15/2013

 

3/14/2013

 

3/14/2017

 

0.01

0.01

 

358

(4)

(15)

339

Series A7 - Silver

3/15/2013

 

3/14/2013

 

3/14/2017

 

80.00

80.00

 

358

(4)

(15)

339

 

 

 

 

 

 

 

 

 

 

3,062

(1,235)

(113)

1,714

                           

 

According to the attributions provided for in the Stock Option Plan rules, the Management Committee of the Plan at May 31, 2013, approved that no reduction occurred and or acceleration referring to Series A4.

 

At September 30, 2013 there were 232,586 treasury preferred shares which may be used guarantee for the awards granted in the plan. The preferred share price at BM&FBovespa was R$101.36 per share.

 

 

 

 

Page 102


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares – Continued

 

(i)Consolidated information on the stock option plans – GPA

 

The chart below show the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise of September 2013 of all options granted:

 

 

09.30.2013

 

12.31.2012

Number of shares

264,318

 

263,410

Balance of granted series in effect

1,714

 

1,658

Maximum percentage of dilution

0.65%

 

0.63%

 

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: (a) expectation of dividends of 0.88% (0.81% at December 31, 2012), (b) expectation of volatility of nearly 28.91% at September 30, 2013 (33.51% at December 31, 2012) and (c) the risk-free weighted average interest rate of 10.86% at September 30, 2013 (10.19% at December 31, 2012). The expectation of average remaining of the series outstanding at September 30, 2013 was 1.70 year (1.64 year at December 31, 2012). The weighted average fair value of options granted at September 30, 2013 was R$62.37 (R$51.19 at December 31, 2012).

 

 

Shares

Weighted average of exercise price

Weighted average remaining contractual term

Intrinsic value added

 At December 31, 2012

 

 

 

 

Outstanding at the beginning of the year

1,963

16.90

 

 

Granted during the year

1,052

32.08

 

 

Cancelled during the year

(64)

29.40

 

 

Exercised during the year

(1,293)

16.46

 

 

Expired during the year

-

-

 

 

Outstanding at the ended of the year

1,658

26.40

1.64

106,168

Total to be performed on December 31, 2012

1,658

26.40

1.64

106,168

 

 

 

 

 

At September 30, 2013

 

 

 

 

Granted during the period

716

40.02

 

 

Cancelled during the period

(51)

36.43

 

 

Exercised during the period

(609)

19.32

 

 

Outstanding at the ended of the period

1,714

34.31

1.70

114,979

Total to be performed on September 30, 2013

1,714

34.31

1.70

114,979

 

 

 

Page 103


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares – Continued

 

·   Consolidated information on the stock option plans – GPA

 

On September 30, 2013 there were no options to be exercised.

 

Technical pronouncement CPC 10(R1) (IFRS 2) - Share-based Payment determines that the effects of share-based payment transactions are recorded in profit or loss and in the Company’s balance sheet. The amounts recorded in the statement of income of the Parent Company and Consolidated at September 30, 2013 were R$29,658 (R$27,794 at September 30, 2012).

 

 

28.    Net revenue

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

Gross revenue from goods and/or services

 

 

 

 

 

Goods

16,930,747

15,196,385

 

45,155,420

40,502,248

Rendering of services

89,213

78,675

 

1,105,683

892,427

Barter revenue

-

-

 

-

98,075

Financial services

-

-

 

736,544

659,63

Sales return and cancellation

(228,824)

(188,648)

 

(1,373,990)

(1,314,908)

 

16,791,136

15,086,412

 

45,623,657

40,837,476

 

 

 

 

 

 

Taxes

(1,383,969)

(1,343,771)

 

(4,780,788)

(4,497,442)

 

 

 

 

 

 

Net Income

15,407,167

13,742,641

 

40,842,869

36,340,034

 

 

 

 

 

 

 

 

29.    Expenses by nature

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

Cost of inventories

(11,277,615)

(10,199,613)

 

(30,037,937)

(26,675,839)

Personnel expenses

(1,586,407)

(1,249,352)

 

(3,812,603)

(3,344,059)

Selling expenses

(241,875)

(244,078)

 

(2,245,741)

(2,043,764)

Outsourced services

(266,345)

(295,898)

 

(395,791)

(453,047)

Functional expenses

(723,324)

(630,483)

 

(1,077,040)

(1,026,366)

Other expenses

(15,418)

(72,089)

 

(477,747)

(486,037)

 

(14,110,984)

(12,691,513)

 

(38,046,859)

(34,029,112)

 

 

 

 

 

 

Cost of goods and/or services sold

(11,277,615)

(10,199,613)

 

(30,037,937)

(26,675,839)

Selling expenses

(2,346,958)

(2,038,894)

 

(6,866,612)

(6,130,003)

General and administrative expenses

(486,411)

(453,006)

 

(1,142,310)

(1,223,270)

 

(14,110,984)

(12,691,513)

 

(38,046,859)

(34,029,112)

 

Page 104


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

30.    Other operating revenue (expenses), net

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

Provision for tax claims (i)

(163,291)

-

 

(163,291)

-

Idemnifiable liability (ii)

(50,760)

(23,991)

 

(89,418)

(23,991)

Liabilities for damages

(2,649)

-

 

(2,649)

-

Expenditures with integration / restructuring

(30,324)

(11,712)

 

(42,196)

(27,281)

PPA Via Varejo

-

-

 

-

4,700

Permanent assets result

817

(6,826)

 

(6,308)

30,079

Result of agreement on financial services

-

-

 

-

2,875

Other (iii)

(11,784)

-

 

(70,585)

(11)

 

(257,991)

(42,529)

 

(374,447)

(13,629)

 

 

 

 

 

 

Other operating income

817

(6,826)

 

(1,372)

42,805

Other operating expenses

(258,808)

(35,703)

 

(373,075)

(56,434)

 

(257,991)

(45,529)

 

(374,447)

(13,629)

 

(i)      Refers to the provision of tax claims Finsocial and PIS and Cofins, whose evaluation by the Management supported by their  legal counsel has become probable loss during the second quarter of 2013;

(ii)     Relating to the effects of the work of external consultants in Via Varejo completed during the second quarter of 2013, on which the Company is analyzing with their advisors action to collect the amounts, as announced to the market on Via Varejo on May 23, 2013; and

(iii)      The amount comprises mainly of the review of labor and tax risks, net of effects of tax amnesties.

 

31.   Financial result

 

 

Parent Company

 

Consolidated

 

09.30.2013

09.30.2012

 

09.30.2013

09.30.2012

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

Cost of debt

(346,299)

(411,193)

 

(625,242)

(700,043)

Anticipated cost receivables

(65,095)

(61,359)

 

(423,925)

(393,203)

Monetary adjustment liabilities

(87,380)

(111,203)

 

(161,292)

(196,329)

Other expenses

(46,468)

(13,081)

 

(71,295)

(62,153)

Total expenses

(545,242)

(596,836)

 

(1,281,754)

(1,351,728)

 

 

 

 

 

 

Financial revenues

 

 

 

 

 

Profitability in cash and cash equivalents

89,013

148,034

 

264,417

271,727

Monetary adjustment assets

65,919

31,483

 

146,588

169,239

Other financial revenues

5,316

73,818

 

5,173

18,349

Total financial income

160,248

253,335

 

416,178

459,315

 

 

 

 

 

 

Financial result

(384,994)

(343,501)

 

(865,576)

(892,413)

 

 

Page 105


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

32.    Earnings per share

 

The Company computes earnings per share by dividing the net income pertaining to each class of share by the weighted average of the respective class of shares outstanding during the year.

 

Equity instruments that will or may be settled in Company’s shares are included in the calculation only when their settlement has a dilutive impact on earnings per share.

 

The Company granted a share-based compensation plan to its employees (see note 27), whose dilutive effects are reflected in diluted earnings per share by applying the "treasury share" method.

 

When the stock option exercise price is greater than the average market price of the preferred shares, diluted earnings per share are not affected by the stock options.

 

As of 2003, preferred shares are entitled to a dividend 10% greater than that distributed to the common shares. As such earnings may be capitalized or otherwise appropriated, there can be no assurance that preferred shareholders will receive the 10% premium referred to above, unless earnings are fully distributed.

 

The earnings per share are calculated as if options were exercised at the beginning of the period, or at time of issuance, if later, and as if the funds received were used to purchase the Company's own shares.

 

The following table presents the determination of net income available to common and preferred shareholders and weighted average of common and preferred shares outstanding used to calculate basic and diluted earnings per share for each of the periods reported:

 

 

 

09.30.2013

 

09.30.2012

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

 

 

 

 

 

 

 

Basic earnings allocated and not distributed

361,352

199,422

560,774

 

391,135

218,730

609,865

Net income allocated available for common and preferred shareholders

361,352

199,422

560,774

 

391,135

218,730

609,865

 

 

 

 

 

 

 

 

Basic denominator (thousands of shares)

 

 

 

 

 

 

 

Weighted average of shares

164,200

99,680

263,880

 

162,044

99,680

261,724

 

 

 

 

 

 

 

 

Basic earnings per thousands of shares (R$)

2.20

2.00

 

 

2.41

2.19

 

 

 

 

 

 

 

 

 

Diluted numerator

 

 

 

 

 

 

 

Net income allocated and not distributed

164,200

99,680

263,880

 

162,044

99,680

261,724

Stock call option

738

-

738

 

1,310

-

1,310

Net income allocated available for common and preferred shareholders

164,938

99,680

264,618

 

163,354

99,680

263,034

 

 

 

 

 

 

 

 

Diluted earnings per thousands of shares (R$)

2.19

2.00

 

 

2.39

2.19

 

 

 

 

 

 

 

 

 

 

Page 106


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

33.   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 nine-month period ended September 30, 2013 R$2,833 (R$2,887 at September 30, 2012), and employees contributions R$3,854 (R$3,482 at September 30, 2012). The plan had 1,020 participants at September 30, 2013 (860 at September 30, 2012).

 

 

34.   Insurance coverage

 

The insurance coverage at September 30, 2013 is summarized as follows:

 

 

 

 

 

Parent Company

Consolidated

Insured assets

 

Covered risks

 

Amount insured

Amount insured

Property. equipment and inventories

 

Assigning profit

 

7,915,199

19,257,810

Profit

 

Loss of profits

 

1,852,050

4,005,612

Cars and other (*)

 

Damages

 

381,008

708,639

 

In addition, the Company maintains specific policies referring to civil liability and directors and officers liability amounting to R$313,000.

 

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

 

 

35.   Segment information

 

Management considers the following segments, as follows.

 

·       Retail – includes the banners “Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”;

·       Home appliances – includes the banners “Pontofrio” and “Casas Bahia”;

·       Cash & Carry – includes the banner “Assaí”; and

·       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

 

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating income and is measured consistently with operating income in the interim financial information. GPA financing (including financial costs and financial income) and the income taxes are managed on a segment basis.

 

The Company is engaged in operations of retail stores located in 19 states and the Federal District of Brazil. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who has been identified as the Chief Executive Officer.

 

Page 107


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

35.   Segment information -- Continued

 

The chief operating decision-maker allocates resources and assesses performance by reviewing results and other information related to four segments.

 

The Company measures the results of segments using the accounting practices adopted in Brazil (IFRS), among other measures, each segment’s operating profit, which includes certain corporate overhead allocations. At times, the Company reviews the measurement of each segment’s operating profit, including any corporate overhead allocations, as dictated by the information regularly reviewed by the chief operating decision-maker. When revisions are made, the operating results of each segment affected by the revisions are restated for all years presented to maintain comparability. Information about the segments is included in the following table:

 

 

 

Page 108


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

35.   Segment information- Continued

 

 

Balance at 09.30.2013

Description

Retail

Cash & Carry

Home appliance

E-commerce

Total

Eliminations (*)

Total

Net sales

18,112,052

4,335,722

15,513,466

2,881,629

40,842,869

-

40,842,869

Gross profit

4,973,585

596,589

4,802,437

432,321

10,804,932

-

10,804,932

Depreciation and amortization

(451,030)

(39,944)

(95,700)

(4,329)

(591,003)

-

(591,003)

Equity pickup

19,934

-

8,416

-

28,350

-

28,350

Operating income

696,791

96,866

1,018,047

47,206

1,858,910

-

1,858,910

Financial expenses

(604,698)

(31,760)

(568,857)

(99,639)

(1,304,954)

23,200

(1,281,754)

Financial revenue

250,112

16,530

164,197

8,539

439,378

(23,200)

416,178

Earnings before income and social

contribution taxes

342,205

81,636

613,387

(43,894)

993,334

-

993,334

Income and social contribution taxes

(61,857)

(28,472)

(208,025)

13,787

(284,567)

-

(284,567)

Net income (loss)

280,348

53,164

405,362

(30,107)

708,767

-

708,767

Current assets

5,494,298

950,643

7,725,876

1,008,164

15,178,981

(329,672)

14,849,309

Noncurrent assets

13,139,569

2,376,771

3,297,957

409,658

19,223,955

(497,741)

18,726,214

Current liabilities

4,414,220

2,038,965

6,248,705

1,360,331

14,062,221

(827,413)

13,234,808

Noncurrent liabilities

6,628,426

390,885

1,663,578

5,338

8,688,227

-

8,688,227

Shareholders’ equity

7,591,221

897,564

3,111,550

52,153

11,652,488

-

11,652,488

 

 

 

 

Page 109


 

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Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

35.   Segment information - Continued

 

Description

Retail

Cash & Carry

Home appliance

E-commerce

Total

Eliminations (*)

Total

September 30, 2012

 

 

 

 

 

 

 

Net sales

16,904,664

3,232,366

13,861,977

2,341,027

36,340,034

-

36,340,034

Gross profit

4,790,405

461,932

4,081,767

330,091

9,664,195

-

9,664,195

Depreciation and amortization

(405,149)

(31,999)

(117,445)

(880)

(555,473)

-

(555,473)

Equity pickup

8,067

-

3,796

-

11,863

-

11,863

Operating income

996,235

83,909

634,617

38,922

1,753,683

-

1,753,683

Financial expenses

(670,616)

(64,645)

(561,328)

(84,255)

(1,380,843)

29,115

(1,351,728)

Financial revenue

338,223

17,091

127,476

5,640

488,430

(29,115)

459,315

Earnings before income and social

contribution taxes

663,843

36,355

200,765

(39,693)

861,270

-

861,270

Income and social contribution taxes

(167,371)

(3,559)

(87,551)

14,615

(243,866)

-

(243,866)

Net income (loss)

496,472

32,797

113,215

(25,080)

617,404

-

617,404

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

Current assets

7,531,844

827,835

7,650,902

861,609

16,872,190

(191,888)

16,680,302

Noncurrent assets

12,383,311

2,434,936

3,234,372

335,589

18,388,208

(236,402)

18,151,806

Current liabilities

4,376,599

2,003,619

6,324,067

1,115,274

13,819,559

(428,292)

13,391,267

Noncurrent liabilities

8,337,036

388,311

1,647,530

13

10,372,890

-

10,372,890

Shareholders’ equity

7,201,520

870,841

2,913,677

81,911

11,067,949

2

11,067,951

(*) The eliminations consist of balances between the companies.

 

 

 

 

 

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

 

ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

35.   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:

 

 

09.30.2013

12.31.2012

Food

55.00%

55.10%

Non-food

45.00%

44.90%

Total

100.00%

100.00%

 

On September 30, 2013 the investments were presented as follows:

 

 

09.30.2013

12.31.2012

Food

1,031,641

1,245,232

Non-food

265,959

331,325

Total investments

1,297,600

1,576,557

 

 

36.   Subsequent events

 

a)     CADE's approval of the transfer of ownership between Casino Guichard-Perrachon and Península Participações SA

 

The Company disclosed correspondence received from Casino Guichard-Perrachon ("Casino Group") and Mr. Abilio dos Santos Diniz ("AD Group") informing the signing of Instrument Private Transaction and Waiver of Rights whereby the parties agreed to transact any and all disputes, claims or disputes relating to their society in Brazil, especially as shareholders of Wilkes Participações SA ("Wilkes") and the CBD.

 

Among others matters, was established to exchange 19,375,000 preferred shares issued by CBD and owned by the Casino Group in consideration for 19,375,000 common shares issued by Wilkes held by AD Group.

 

On October 2, 2013, the thansfer of 11,229,075 shares were subject to approval by the Anti-Trust Agency (“CADE”) was authorized by the agency without restriction.

 

b)     Election of Mr. Jean-Charles Henri Naouri as Chairman of the Board of Directors

 

On October 9, 2013, the Company's shareholders at a General Meeting, elected Mr. Jean-Charles Henri Nouri for the post of Chairman of the Board of Directors of the Company to hold office until the Annual General Meeting to be held in 2014.

 

c)     Interim dividends

 

On October 16, 2013, the Board of Directors of the Company approved the interim dividends in the amount of R$33,159, of which R$0.13 per preferred share and R$0.1181812 per common share.

 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial information -- Continued

September 30, 2013

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

 

 

 

36.   Subsequent events -- Continued

 

c)     Interim dividends -- Continued

 

The dividend payment will be held on November 7, 2013. Shall be entitled to dividends all outstanding shares on the base date of October 25, 2013. Since October 28, 2013, the shares will be traded without rights of dividends of as (“ex-rights”) to the dividends payment date.

 

d)     Increased the capital

 

On October 16, 2013, members of the Board of Directors under the Stock Option Plan of the Company approved by the Annual General Meeting held on December 20, 2006 ("Plan"), approved the capital increase of Company in the amount of R$1,472, through the issuance of 44,034 (forty-four thousand and thirty-four) preferred.

 

Consequently, the Company's share capital will increase from R$6,759,809 to R$6,761,281, fully paid up and divided into 264,362,226 (two hundred sixty-four million, three hundred sixty-two thousand, two hundred twenty-six ) shares without par value, of which 99,679,851 (ninety-nine million, six hundred seventy-nine thousand, eight hundred fifty-one) common shares and 164,682,375 (one hundred sixty-four million, six hundred and eighty-two thousand, three hundred seventy-five) preferred.

 

e)     The adherence of Via Varejo to Level 2 of BM&FBovespa

 

At the Annual General Meeting held on October 14, 2013, were approved by the shareholders at the Company's adherence to Level 2 of BM&FBovespa and the proposed amendment to the Bylaws of the Company, especially order to adapt it the rules of the Regulation of Level 2.

 

The main changes were:

 

·            Institution of Units and setting its rules (1 Unit corresponds to one common share and 2 preferred);

·            Forecast of independent members to the Board of Directors;

·            Composition of the board 2-8 members (previously four) and establishment of the post of Executive Director;

·            Increase in the authorized capital; and

·            Possibility of issuing debentures convertible into shares.

 

f)      Acquisition of Indústria de Móveis Bartira Ltda.

 

On October 15, 2013, the Board of Directors of Via Varejo approved the convening of an Extraordinary General Meeting to be held on October 31, 2013, to discuss the acquisition by Via Varejo on the remaining share capital of Indústria de Móveis Bartira Ltda. ("Bartira"), held by Casa Bahia Comercial Ltda., through the exercise of an option to purchase the Company recorded under business combination that resulted in the 2010 creation of the Via Varejo S.A.

 

On September 30, 2013, Bartira is recognized as a joint operation (see note 3 d)). This transaction is subject to approval by CADE, and after approval, payment and transfer of shares will be held at the closing of the transaction.

 

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ITR – Quarterly Financial Information – September 30, 2013 – 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 09/30/2013
(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

24.74

Casino Group

 

 

 

 

 

 

SUDACO PARTICIPAÇÕES LTDA.

28,619,178

28.71

-

0.00

28,619,178

10.83

CASINO GUICHARD PERRACHON

RACHON *

5,600,052

5.62

-

0.00

5,600,052

2.12

SEGISOR *

-

0.00

1,813,226

1.10

1,813,226

0.69

BENGAL LLC *

-

0.00

1,550,000

0.94

1,550,000

0.59

OREGON LLC *

-

0.00

1,550,000

0.94

1,550,000

0.59

KING LLC*

 

-

0.00

852,000

0.52

852,000

0.32

GEANT*

-

0.00

4,894,544

2.97

4,894,544

1.85

PINCHER LLC*

-

0.00

1,550,000

0.94

1,550,000

0.59

COBIVIA SAS *

-

0.00

3,907,123

2.37

3,907,123

1.48

AD Group

 

 

 

 

 

 

STANHORE TRADING INTERNATIONAL S.A.*

-

0.00

-

0.00

-

0.00

RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E

PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

-

0.00

-

0.00

-

0.00

TREASURY SHARES

-

0.00

232,586

0.14

232,586

0.09

OTHER

60,621

0.06

148,288,862

90.07

148,349,483

56.13

TOTAL

99,679,851

100.00

164,638,341

100.00

264,318,192

100.00

(*) Foreign Company          

 

 

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 03/31/2013
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares Class A

Preferred Shares Class B

Total

Number

%

Number

%

Number

%

Number

%

PENINSULA PARTICIPAÇÕES LTDA.

11,229,075

27.56

-

-

-

-

11,229,075

14.88

SUDACO PARTICIPAÇÕES LTDA.

24,466,566

60.04

24,650,000

100.00

10,073,824

100.00

59,190,390

78.43

SEGISTOR

3,278,528

8.05

-

-

-

-

3,278,528

4.34

AÇÕES EM TESOURARIA

1,775,831

4.35

-

-

-

-

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

                 

 

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

SUDACO PARTICIPAÇÕES S.A

Shareholding at 03/31/2013
(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

 

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

 

PUMPIDO PARTICIPAÇÕES LTDA

Shareholding at 09/30/2012
(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 09/30/2012
(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

 

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ITR – Quarterly Financial Information – September 30, 2013 – 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 09/30/2012

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,230

99.94

16,116,893

9.79

115,736,123

43.79

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00

11

0.00

11

0.00

Board of Executive Officers

-

0.00

205,637

0.12

205,637

0.08

 

 

 

 

 

 

 

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

148,083,214

89.94

148,143,835

56.05

 

 

 

 

 

 

 

Total

99,679,851

100.00

164,638,341

100.00

264,318,192

100.00

 

 

 

 

 

 

 

Outstanding Shares

60,621

0,06

148,083,214

89.94

148,143,835

56.05

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 09/30/2011

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,331

99.94

66,254,220

40.55

165,873,551

63.06

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00

4,388

0.00

-

0.00

Board of Executive Officers

-

0.00

162,743

0.10

-

0.06

 

 

 

 

 

 

 

Fiscal Council

-

0.00

-

0.00

-

0.00

 

 

 

 

 

 

 

Treasury Shares

-

0.00

232,586

0.14

232,586

0.09

 

 

 

 

 

 

 

Other Shareholders

60,520

0.06

96,722,379

59.20

96,782,899

36.79

 

 

 

 

 

 

 

Total

99,679,851

100.00

163,376,316

100.00

263,056,167

100.00

 

 

 

 

 

 

 

Outstanding Shares

60,520

0.06

96,722,379

59.20

96,782,899

36.79

 

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Version: 1

 

Reports and Statements/Officers Statement on the Independent Auditors’ Report

 

(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 quarter ended September 30, 2013, which comprises the balance sheet as of September 30, 2013 and the related statements of income and comprehensive income for the three- and nine-month periods then ended, and changes in equity and cash flows for the nine-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. Conclusion on consolidated interim financial information

Page 115


 

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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Reports and Statements/Officers Statement on the Independent Auditors’ Report

 

 

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 nine-month period ended September 30, 2013, 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.

São Paulo, October 16, 2013

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

Page 116

 

 

 

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:  October 17, 2013 By:   /s/ Enéas César Pestana Neto      
         Name:   Enéas César Pestana Neto
         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.