cbditr3q15_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, 2015

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

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

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

Form 20-F   X   Form 40-F       

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

Yes ___ No   X  

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

Yes ___ No   X  

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

Yes ___ No   X  


 

 

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

 

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended September 30, 2015 and
Report on Review of Interim
Financial Information

Deloitte Touche Tohmatsu Auditores Independentes

 
 
 

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

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, 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”), included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of income and comprehensive income for the three and nine-month periods then ended and changes in shareholders’ equity and cash flows for the nine-month period then ended, including the footnotes to the financial statements.

The Company’s Management is responsible for the preparation of these individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of 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 interim financial information

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

 


 

Deloitte Touche Tohmatsu

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, 2015, 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, consistently with the individual and consolidated interim financial information taken as a whole.

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

São Paulo, October 29, 2015

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

 

 

 

© 2015 Deloitte Touche Tohmatsu. All rights reserved.

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Companhia Brasileira de Distribuição

 

Company Information

 

Capital Composition

2

Cash Dividends

3

Individual Interim Financial Information

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities

5

Statement of Income

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

9

1/1/2014 to 9/30/2014

10

Statement of Value Added

11

Consolidated Interim Financial Information

 

Balance Sheet – Assets

12

Balance Sheet – Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

17

1/1/2014 to 9/30/2014

18

Statement of Value Added

19

Comments on the Company`s Performance

20

Notes to the Interim Financial Information

45

Other information deemed as relevant by the Company

101

 

 

 


 
 

 

Number of Shares

(thousand)

Current Quarter

09/30/2015

Share Capital

 

Common

99,680

Preferred

166,017

Total

265,697

Treasury Shares

 

Common

-

Preferred

233

Total

233

 

2

 


 
Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Class of Share

Amount per share (Reais/ share)

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Commom

-

0.68899

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Preferred

-

0.75789

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Commom

-

0.13636

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Preferred

-

0.15000

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Commom

-

0.13636

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Preferred

-

0.15000

 

 

3

 


 

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

21,626,000

23,226,000

1.01

Current Assets

4,740,000

6,118,000

1.01.01

Cash and Cash Equivalents

1,744,000

2,923,000

1.01.03

Accounts Receivable

317,000

380,000

1.01.03.01

Trade Receivables

193,000

305,000

1.01.03.02

Other Receivables

124,000

75,000

1.01.04

Inventories

2,384,000

2,487,000

1.01.06

Recoverable Taxes

125,000

105,000

1.01.07

Prepaid Expenses

78,000

41,000

1.01.08

Other Current Assets

92,000

182,000

1.02

Noncurrent Assets

16,886,000

17,108,000

1.02.01

Long-term Assets

1,443,000

1,373,000

1.02.01.03

Accounts Receivable

71,000

82,000

1.02.01.03.02

Other Receivables

71,000

82,000

1.02.01.06

Deferred Taxes

28,000

56,000

1.02.01.07

Prepaid Expenses

20,000

25,000

1.02.01.08

Receivables from Related Parties

305,000

398,000

1.02.01.09

Other Noncurrent Assets

1,019,000

812,000

1.02.01.09.04

Recoverable Taxes

542,000

392,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

477,000

420,000

1.02.02

Investments

7,953,000

8,415,000

1.02.02.01

Investments in Associates and Subsidiaries

7,929,000

8,391,000

1.02.02.02

Investment properties

24,000

24,000

1.02.03

Property and Equipment, Net

6,275,000

6,125,000

1.02.04

Intangible Assets

1,215,000

1,195,000

       

 

4

 


 

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

21,626,000

23,226,000

2.01

Current Liabilities

6,773,000

8,825,000

2.01.01

Payroll and Related Taxes

362,000

335,000

2.01.02

Trade Payables

2,334,000

3,180,000

2.01.03

Taxes and Contributions Payable

122,000

183,000

2.01.04

Borrowings and Financing

1,677,000

2,895,000

2.01.05

Other Liabilities

2,272,000

2,231,000

2.01.05.01

Payables to Related Parties

1,741,000

1,751,000

2.01.05.02

Other

531,000

480,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

194,000

2.01.05.02.04

Utilities

2,000

2,000

2.01.05.02.05

Rent Payable

47,000

52,000

2.01.05.02.06

Advertisement Payable

31,000

39,000

2.01.05.02.07

Pass-through to Third Parties

8,000

8,000

2.01.05.02.08

Financing Related to Acquisition of Assets

51,000

80,000

2.01.05.02.09

Deferred Revenue

32,000

4,000

2.01.05.02.11

Other Payables

359,000

101,000

2.01.06

Provisions

6,000

1,000

2.02

Noncurrent Liabilities

4,385,000

3,821,000

2.02.01

Borrowings and Financing

3,247,000

2,631,000

2.02.02

Other Liabilities

610,000

642,000

2.02.02.02

Other

610,000

642,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.07

Other Accounts Payable

17,000

17,000

2.02.02.02.08

Provision for Negative Equity

9,000

-

2.02.04

Provisions

499,000

483,000

2.02.06

Deferred Revenue

29,000

65,000

2.03

Shareholders’ Equity

10,468,000

10,580,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,288,000

3,505,000

2.03.04.01

Legal Reserve

417,000

417,000

2.03.04.05

Earnings Retention Reserve

440,000

1,929,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with non-controlling interests

19,000

24,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

168,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

 

5

 


 

 

 

Individual Interim Financial Information / Statement of Income

           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
7/01/2015
to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Current
Period
7/01/2014 to
9/30/2014

Year To Date Current
Period
1/01/2014 to
9/30/2014

3.01

Net Sales of Goods and/or Services

5,313,000

16,298,000

5,207,000

16,060,000

3.02

Cost of Goods Sold and/or Services Sold

(3,882,000)

(11,909,000)

(3,706,000)

(11,661,000)

3.03

Gross Profit

1,431,000

4,389,000

1,501,000

4,399,000

3.04

Operating Income/Expenses

(1,245,000)

(3,570,000)

(1,031,000)

(3,053,000)

3.04.01

Selling Expenses

(943,000)

(2,886,000)

(877,000)

(2,625,000)

3.04.02

General and Administrative Expenses

(121,000)

(355,000)

(142,000)

(399,000)

3.04.05

Other Operating Expenses

(187,000)

(517,000)

(189,000)

(473,000)

3.04.05.01

Depreciation/Amortization

(121,000)

(357,000)

(109,000)

(321,000)

3.04.05.03

Other Operating Expenses

(66,000)

(160,000)

(80,000)

(152,000)

3.04.06

Share of Profit of Subsidiaries and Associates

6,000

188,000

177,000

444,000

3.05

Profit before Financial Income (Expenses) and Taxes

186,000

819,000

470,000

1,346,000

3.06

Financial Income (Expenses)

(195,000)

(547,000)

(174,000)

(452,000)

3.07

Profit Before Income Tax and Social Contribution

(9,000)

272,000

296,000

894,000

3.08

Income Tax and Social Contribution

2,000

(27,000)

(19,000)

(109,000)

3.08.01

Current

3,000

2,000

42,000

(59,000)

3.08.02

Deferred

(1,000)

(29,000)

(61,000)

(50,000)

3.09

Net Income from Continued Operations

(7,000)

245,000

277,000

785,000

3.11

Net Income for the Period

(7,000)

245,000

277,000

785,000

3.99

Earnings per Share - (Reais/Share)

-

-

-

-

3.99.01

Basic Earnings per Share

-

-

-

-

3.99.01.01

Common

(0.02183)

0.87073

0.98210

2.78951

3.99.01.02

Preferred

(0.02183)

0.95780

1.08031

3.06846

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

Common

(0.02183)

0.86960

0.98210

2.78951

3.99.02.02

Preferred

(0.02178)

0.95513

1.07787

3.06152

 

6

 


 
 

 

Individual Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Current
Period
7/01/2014 to
9/30/2014

Year To Date Current
Period
1/01/2014 to
9/30/2014

4.01

Net income for the Period

(7,000)

245,000

277,000

785,000

4.02

Other Comprehensive Income

(83,000)

(95,000)

-

-

4.02.01

Accumulative Translation Adjustment for the Period

(82,000)

(93,000)

-

-

4.02.02

Defined benefit contribution plan

-

(1,000)

-

-

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(90,000)

150,000

277,000

785,000

 

7

 


 
 

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

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

776,000

(585,000)

6.01.01

Cash Provided by the Operations

1,077,000

1,291,000

6.01.01.01

Net Income for the Period

245,000

784,000

6.01.01.02

Deferred Income and Social Contribution Taxes (note 21)

29,000

50,000

6.01.01.03

Gain on Disposal of Fixed Assets

22,000

16,000

6.01.01.04

Depreciation/Amortization

389,000

351,000

6.01.01.05

Interest and Inflation Adjustments

533,000

424,000

6.01.01.06

Adjustment to Present Value

2,000

-

6.01.01.07

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

(188,000)

(444,000)

6.01.01.08

Provision for Risks (note 23)

(14,000)

(8,000)

6.01.01.10

Share-based Payment

18,000

32,000

6.01.01.11

Allowance for Doubtful Accounts

-

(2,000)

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

(1,000)

(7,000)

6.01.01.14

Other Operating Expenses

65,000

104,000

6.01.01.15

Deferred Revenue (note 25)

(23,000)

(9,000)

6.01.02

Changes in Assets and Liabilities

(301,000)

(1,876,000)

6.01.02.01

Accounts Receivable

112,000

132,000

6.01.02.02

Inventories

104,000

(120,000)

6.01.02.03

Recoverable Taxes

(156,000)

48,000

6.01.02.04

Other Assets

(76,000)

(39,000)

6.01.02.05

Related Parties

79,000

(547,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(33,000)

12,000

6.01.02.07

Trade Payables

(846,000)

(748,000)

6.01.02.08

Payroll and Related Taxes

24,000

4,000

6.01.02.09

Taxes and Social Contributions Payable

(139,000)

(335,000)

6.01.02.10

Other Payables

26,000

(148,000)

6.01.02.11

Legal claims

(22,000)

(165,000)

6.01.02.12

Deferred Revenue

21,000

30,000

6.01.02.13

Received Dividends

605,000

-

6.02

Net Cash Provided by (Used in) Investing Activities

(597,000)

(390,000)

6.02.02

Acquisition of Property and Equipment (note 15)

(536,000)

(312,000)

6.02.03

Increase in Intangible Assets (note 16)

(88,000)

(92,000)

6.02.04

Sales of Property and Equipment

27,000

14,000

6.03

Net Cash Provided by (Used in) Financing Activities

(1,358,000)

(373,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

740,000

1,279,000

6.03.03

Payments (note 18)

(1,837,000)

(1,448,000)

6.03.05

Payment of Dividends

(271,000)

(222,000)

6.03.06

Transactions with Non-controlling Interest

(4,000)

(7,000)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,179,000)

(1,348,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,923,000

2,851,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,744,000

1,503,000

 

8

 


 

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive income

Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,505,000

-

1,000

10,580,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,505,000

-

1,000

10,580,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

5.04.09

Options Granted recognized in subsidiaries

-

7,000

-

-

-

7,000

5.05

Total Comprehensive Income

-

-

-

245,000

(95,000)

150,000

5.05.01

Net Income for the Period

-

-

-

245,000

-

245,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

5.05.02.06

Defined benefit plan

-

-

-

-

(1,000)

(1,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

5.06.06

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,806,000

300,000

3,288,000

168,000

(94,000)

10,468,000

 

9

 


 
 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

               

R$ (in thousands)

 

 

 

 

 

 

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,486,000

-

-

9,483,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,486,000

-

-

9,483,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

5.04.09

Options Granted recognized in subsidiaries

-

2,000

-

-

-

2,000

5.05

Total Comprehensive Income

-

-

-

785,000

-

785,000

5.05.01

Net Income for the Period

-

-

-

785,000

-

785,000

5.06

Internal Changes of Shareholders’ Equity

-

-

(17,000)

-

-

(17,000)

5.06.04

Gain/loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

5.06.06

Transactions with Non-controlling Interests

-

-

(11,000)

-

-

(11,000)

5.07

Closing Balance

6,789,000

264,000

2,469,000

713,000

-

10,235,000

 

10

 


 
 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

Year To Date

Current
Period
01/01/2015 to
09/30/2015

Year To Date

Current
Period
01/01/2014 to
09/30/2014

7.01

Revenues

17,640,000

17,449,000

7.01.01

Sales of Goods, Products and Services

17,640,000

17,420,000

7.01.02

Other Revenues

-

27,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-

2,000

7.02

Products Acquired from Third Parties

(13,693,000)

(13,512,000)

7.02.01

Costs of Products, Goods and Services Sold

(12,101,000)

(12,030,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,592,000)

(1,482,000)

7.03

Gross Value Added

3,947,000

3,937,000

7.04

Retention

(389,000)

(351,000)

7.04.01

Depreciation and Amortization

(389,000)

(351,000)

7.05

Net Value Added Produced

3,558,000

3,586,000

7.06

Value Added Received in Transfer

376,000

586,000

7.06.01

Share of Profit of Subsidiaries and Associates

188,000

444,000

7.06.02

Financial Revenue

188,000

142,000

7.07

Total Value Added to Distribute

3,934,000

4,172,000

7.08

Distribution of Value Added

3,934,000

4,172,000

7.08.01

Personnel

1,928,000

1,712,000

7.08.01.01

Direct Compensation

1,294,000

1,185,000

7.08.01.02

Benefits

426,000

349,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

125,000

107,000

7.08.01.04

Other

83,000

71,000

7.08.02

Taxes, Fees and Contributions

653,000

730,000

7.08.02.01

Federal

397,000

539,000

7.08.02.02

State

153,000

132,000

7.08.02.03

Municipal

103,000

59,000

7.08.03

Value Distributed to Providers of Capital

1,108,000

946,000

7.08.03.01

Interest

733,000

594,000

7.08.03.02

Rentals

375,000

352,000

7.08.04

Value Distributed to Shareholders

245,000

784,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

168,000

712,000

 

11

 


 
 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

42,458,000

45,500,000

1.01

Current Assets

19,744,000

24,133,000

1.01.01

Cash and Cash Equivalents

5,414,000

11,149,000

1.01.03

Accounts Receivable

4,206,000

3,505,000

1.01.03.01

Trade Receivables

3,776,000

3,210,000

1.01.03.02

Other Receivables

430,000

295,000

1.01.04

Inventories

8,663,000

8,405,000

1.01.06

Recoverable Taxes

1,106,000

808,000

1.01.07

Prepaid Expenses

231,000

130,000

1.01.08

Other Current Assets

124,000

136,000

1.02

Noncurrent Assets

22,714,000

21,367,000

1.02.01

Long-term Assets

5,369,000

4,747,000

1.02.01.03

Accounts Receivable

717,000

741,000

1.02.01.03.01

Trade Receivables

89,000

105,000

1.02.01.03.02

Other Receivables

628,000

636,000

1.02.01.04

Inventories

-

172,000

1.02.01.06

Deferred Taxes

568,000

491,000

1.02.01.07

Prepaid Expenses

39,000

37,000

1.02.01.08

Receivables from Related Parties

358,000

313,000

1.02.01.09

Other Noncurrent Assets

3,687,000

2,993,000

1.02.01.09.04

Recoverable Taxes

2,664,000

2,136,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

1,023,000

857,000

1.02.02

Investments

504,000

426,000

1.02.02.01

Investments in Associates

479,000

401,000

1.02.02.02

Investments Property

25,000

25,000

1.02.03

Property and Equipment, Net

10,192,000

9,699,000

1.02.04

Intangible Assets

6,649,000

6,495,000

 

12

 


 

 

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

42,458,000

45,500,000

2.01

Current Liabilities

20,110,000

23,848,000

2.01.01

Payroll and Related Taxes

914,000

864,000

2.01.02

Trade Payables

10,737,000

13,322,000

2.01.03

Taxes and Contributions Payable

768,000

867,000

2.01.04

Borrowings and Financing

4,247,000

6,594,000

2.01.05

Other Liabilities

3,436,000

2,200,000

2.01.05.01

Payables to Related Parties

1,647,000

261,000

2.01.05.02

Other

1,789,000

1,939,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

321,000

2.01.05.02.04

Utilities

12,000

10,000

2.01.05.02.05

Rent Payable

103,000

115,000

2.01.05.02.06

Advertisement Payable

62,000

94,000

2.01.05.02.07

Pass-through to Third Parties

308,000

429,000

2.01.05.02.08

Financing Related to Acquisition of Assets

64,000

98,000

2.01.05.02.09

Deferred revenue

306,000

214,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

71,000

73,000

2.01.05.02.12

Other Payables

862,000

585,000

2.01.06

Provisions

8,000

1,000

2.02

Noncurrent Liabilities

8,275,000

7,170,000

2.02.01

Borrowings and Financing

4,389,000

3,134,000

2.02.02

Other Liabilities

643,000

725,000

2.02.02.02

Other

643,000

725,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.04

Payables Related to Acquisition of Companies

-

57,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.06

Pension Plan

14,000

7,000

2.02.02.02.07

Other Payables

45,000

36,000

2.02.03

Deferred Taxes

1,195,000

1,133,000

2.02.04

Provisions

1,395,000

1,344,000

2.02.06

Deferred revenue

653,000

834,000

2.03

Consolidated Shareholders’ Equity

14,073,000

14,482,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,288,000

3,505,000

2.03.04.01

Legal Reserve

417,000

417,000

2.03.04.05

Earnings Retention Reserve

440,000

1,929,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with Non-Controlling interests

19,000

24,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

168,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

2.03.09

Non-controlling Interests

3,605,000

3,902,000

 

13

 


 
 

Consolidated Interim Financial Information / Statement of Income

 
           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Current
Period
7/01/2014 to
9/30/2014

Year To Date Current
Period
1/01/2014 to
9/30/2014

3.01

Net Sales from Goods and/or Services

16,061,000

49,405,000

15,648,000

45,860,000

3.02

Cost of Goods Sold and/or Services Sold

(12,303,000)

(37,671,000)

(11,634,000)

(34,160,000)

3.03

Gross Profit

3,758,000

11,734,000

4,014,000

11,700,000

3.04

Operating Income/Expenses

(3,592,000)

(10,494,000)

(3,079,000)

(9,058,000)

3.04.01

Selling Expenses

(2,695,000)

(8,180,000)

(2,512,000)

(7,396,000)

3.04.02

General and Administrative Expenses

(442,000)

(1,297,000)

(370,000)

(1,039,000)

3.04.05

Other Operating Expenses

(477,000)

(1,101,000)

(224,000)

(699,000)

3.04.05.01

Depreciation/Amortization

(245,000)

(716,000)

(206,000)

(589,000)

3.04.05.03

Other Operating Expenses

(232,000)

(385,000)

(18,000)

(110,000)

3.04.06

Share of Profit of Subsidiaries and Associates

22,000

84,000

27,000

76,000

3.05

Profit before Financial Income (Expenses) and Taxes

166,000

1,240,000

935,000

2,642,000

3.06

Financial Income (Expenses), Net

(344,000)

(1,039,000)

(378,000)

(1,078,000)

3.07

Profit Before Income Tax and Social Contribution

(178,000)

201,000

557,000

1,564,000

3.08

Income tax and Social Contribution

57,000

(100,000)

(167,000)

(477,000)

3.08.01

Current

(28,000)

(88,000)

(53,000)

(300,000)

3.08.02

Deferred

85,000

(12,000)

(114,000)

(177,000)

3.09

Net Income from Continuing Operations

(121,000)

101,000

390,000

1,087,000

3.11

Consolidated Net Income for the Period

(121,000)

101,000

390,000

1,087,000

3.11.01

Attributable to Owners of the Company

(7,000)

245,000

277,000

785,000

3.11.02

Attributable to Non-controlling Interests

(114,000)

(144,000)

113,000

302,000

3.99

Earnings per Share - (Reais/Share)

-

-

-

-

3.99.01

Basic Earnings per Share

-

-

-

-

3.99.01.01

Common

(0.02183)

0.87073

0.98210

2.78951

3.99.01.02

Preferred

(0.02183)

0.95780

1.08031

3.06846

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

Common

(0.02183)

0.86960

0.98210

2.78951

3.99.02.02

Preferred

(0.02178)

0.95513

1.07787

3.06152

 

14

 


 

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

       

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Current
Period
7/01/2014 to
9/30/2014

Year To Date Current
Period
1/01/2014 to
9/30/2014

4.01

Net Income for the Period

(121,000)

101,000

390,000

1,087,000

4.02

Other Comprehensive Income

(224,000)

(250,000)

-

-

4.02.01

Cumulative Translation adjustment

(223,000)

(247,000)

1,000

1,000

4.02.02

Defined Benefit Plan

-

(2,000)

(1,000)

(1,000)

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(345,000)

(149,000)

390,000

1,087,000

4.03.01

Attributable to Owners of the Company

(7,000)

150,000

277,000

785,000

4.03.02

Attributable to Non-Controlling Interests

(338,000)

(299,000)

113,000

302,000

 

15

 


 

 

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

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

(3,268,000)

48,000

6.01.01

Cash from Operations

2,188,000

3,235,000

6.01.01.01

Net Income for the Period

101,000

1,087,000

6.01.01.02

Deferred Income Tax and Social Contribution (note 21)

12,000

177,000

6.01.01.03

Gain on Disposal of Fixed Assets

65,000

36,000

6.01.01.04

Depreciation/Amortization

820,000

667,000

6.01.01.05

Interest and Inflation Adjustments

828,000

847,000

6.01.01.06

Adjustment to Present Value

(4,000)

(2,000)

6.01.01.07

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

(84,000)

(76,000)

6.01.01.08

Provision for Risks (note 23)

151,000

118,000

6.01.01.10

Share-based Payment

22,000

32,000

6.01.01.11

Allowance for Doubtful Accounts

419,000

359,000

6.01.01.13

Provision for Obsolescence/breakage

(5,000)

(1,000)

6.01.01.15

Deferred revenue (note 25)

(139,000)

(25,000)

6.01.01.16

Other Operating Expenses (note 29)

2,000

16,000

6.01.02

Changes in Assets and Liabilities

(5,456,000)

(3,187,000)

6.01.02.01

Accounts Receivable

(813,000)

(478,000)

6.01.02.02

Inventories

180,000

(550,000)

6.01.02.03

Recoverable Taxes

(546,000)

53,000

6.01.02.04

Other Assets

(297,000)

(204,000)

6.01.02.05

Related Parties

(157,000)

(96,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(117,000)

(70,000)

6.01.02.07

Trade Payables

(3,183,000)

(1,407,000)

6.01.02.08

Payroll and Related Taxes

47,000

213,000

6.01.02.09

Taxes and Social Contributions Payable

(224,000)

(502,000)

6.01.02.10

Legal Claims

(217,000)

(223,000)

6.01.02.11

Deferred revenue

43,000

201,000

6.01.02.12

Other Payables

(172,000)

(148,000)

6.01.02.16

Financial Investments

-

24,000

6.02

Net Cash Provided by (Used in) Investing Activities

(1,388,000)

(869,000)

6.02.03

Acquisition of Property and Equipment (note 15)

(1,170,000)

(898,000)

6.02.04

Increase in Intangible Assets (note 16)

(326,000)

(222,000)

6.02.05

Sales of Property and Equipment

57,000

47,000

6.02.06

Net Cash From Subsidiary Acquisition and Corporate Restructuring

-

204,000

6.02.07

Net Cash From Sale of Subsidiary

51,000

-

6.03

Net Cash Provided by Financing Activities

(1,252,000)

(945,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

4,625,000

4,960,000

6.03.03

Payments (note 18)

(6,603,000)

(5,634,000)

6.03.05

Payments of Dividends

(397,000)

(222,000)

6.03.06

Acquisition of Subsidiary (note 22)

(74,000)

(67,000)

6.03.07

Transactions with non-controlling interests

(4,000)

(7,000)

6.03.08

Borrowings with Related Parties

1,187,000

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

173,000

-

6.05

Increase (Decrease) in Cash and Cash Equivalents

(5,735,000)

(1,766,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

11,149,000

8,367,000

6.05.02

Cash and Cash Equivalents at the End of the Period

5,414,000

6,601,000

 

16

 


 
 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

                   

R$ (in thousands)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,505,000

-

1,000

10,580,000

3,902,000

14,482,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,505,000

-

1,000

10,580,000

3,902,000

14,482,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

4,000

(41,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

-

(77,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

7,000

-

-

-

7,000

4,000

11,000

5.05

Total Comprehensive Income

-

-

-

245,000

(95,000)

150,000

(299,000)

(149,000)

5.05.01

Net Income for the Period

-

-

-

245,000

-

245,000

(144,000)

101,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

(155,000)

(250,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

-

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

(154,000)

(247,000)

5.05.02.06

Defined Benefit Plan

-

-

-

-

(1,000)

(1,000)

(1,000)

(2,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

(2,000)

(219,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

-

(212,000)

5.06.06

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,806,000

300,000

3,288,000

168,000

(94,000)

10,468,000

3,605,000

14,073,000

 

17

 


 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

                   

R$ (in thousands)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,764,000

233,000

2,486,000

-

-

9,483,000

3,229,000

12,712,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,486,000

-

-

9,483,000

3,229,000

12,712,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

1,000

(15,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

-

(72,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

2,000

-

-

-

2,000

1,000

3,000

5.05

Total Comprehensive Income

-

-

-

785,000

-

785,000

302,000

1,087,000

5.05.01

Net Income for the Period

-

-

-

785,000

-

785,000

302,000

1,087,000

5.06

Internal Changes in Shareholders’ Equity

-

-

(17,000)

-

-

(17,000)

34,000

17,000

5.06.04

Gain/Loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

(10,000)

(16,000)

5.06.06

Transactions With Non-controlling interests

-

-

(11,000)

-

-

(11,000)

44,000

33,000

5.07

Closing Balance

6,789,000

264,000

2,469,000

713,000

-

10,235,000

3,566,000

13,801,000

 

18

 


 

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Current
Period
01/01/2014 to
09/30/2014

7.01

Revenues

54,589,000

50,519,000

7.01.01

Sales of Goods, Products and Services

54,943,000

50,862,000

7.01.02

Other Revenues

65,000

16,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(419,000)

(359,000)

7.02

Products Acquired from Third Parties

(42,912,000)

(39,035,000)

7.02.01

Costs of Products, Goods and Services Sold

(37,920,000)

(34,901,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(4,992,000)

(4,134,000)

7.03

Gross Value Added

11,677,000

11,484,000

7.04

Retention

(820,000)

(667,000)

7.04.01

Depreciation and Amortization

(820,000)

(667,000)

7.05

Net Value Added Produced

10,857,000

10,817,000

7.06

Value Added Received in Transfer

723,000

567,000

7.06.01

Share of Profit of Subsidiaries and Associates

84,000

76,000

7.06.02

Financial Income

639,000

491,000

7.07

Total Value Added to Distribute

11,580,000

11,384,000

7.08

Distribution of Value Added

11,580,000

11,384,000

7.08.01

Personnel

5,291,000

4,613,000

7.08.01.01

Direct Compensation

3,811,000

3,338,000

7.08.01.02

Benefits

883,000

799,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

365,000

298,000

7.08.01.04

Other

232,000

178,000

7.08.01.04.01

Interest

232,000

178,000

7.08.02

Taxes, Fees and Contributions

3,321,000

3,004,000

7.08.02.01

Federal

2,103,000

1,935,000

7.08.02.02

State

1,023,000

894,000

7.08.02.03

Municipal

195,000

175,000

7.08.03

Value Distributed to Providers of Capital

2,867,000

2,680,000

7.08.03.01

Interest

1,675,000

1,569,000

7.08.03.02

Rentals

1,192,000

1,111,000

7.08.04

Value Distributed to Shareholders

101,000

1,087,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

168,000

713,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

(144,000)

302,000

 

19

 


 

 

 

São Paulo, Brazil, October 29, 2015 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its 3Q15 results. The comments refer to the consolidated results of the Group or of its business units. All comparisons are with the same period in 2014, except where stated otherwise.

 
 

Third quarter 2015 Results

CONSOLIDATED

§ Net sales totaled R$16.1 billion, highlight to the Food segment registering a 7.3% growth in the quarter, outperforming the industry (*);

§ In September, the first month of consolidation for the Éxito Group, the Company recorded the best sales performance in the period, specifically in the non- food segment;

§ Steady pace of investments, which totaled R$510 million, with the focus on organic expansion in higher-return formats. Twenty-three stores were opened in the quarter and 210 in the last 12 months;

§ Strong financial structure with low leverage level, working capital gains, free cash flow and improved cash management.

 

FOOD BUSINESS

§ Emphasis on store renovation program, especially in the Extra banner, with positive consumer reaction, observed by improvements in customer traffic and improved sales performance of around 1,000 basis points;

§ Improvements in customer traffic across all banners, with gains in market share by Pão de Açúcar, Assaí and the Proximity format (Minimercado Extra and Minuto Pão de Açúcar);

§ Multivarejo registered adjusted EBITDA margin of approximately 7.0%, similar to the margin since the beginning of the year, which demonstrates its resilience despite the worsening of consumption and sector indicators during the year;

§ Solid and consistent result delivered by Assaí, with adjusted EBITDA expansion of 44.1%, and margin expansion increasing 60 basis points to reach 4.0% in the quarter.

 

VIA VAREJO

§ Continuation of measures to improve efficiency and optimize costs;

§ Intensification of commercial initiatives to drive sales growth and gain market share;

§ Acceleration of Click & Collect: Via Varejo inventory being sold through casasbahia.com.br and pontofrio.com.br websites, with product pick-ups possible in all Via Varejo stores;

§ "Crescer Mais" Project rollout: 100 mobile store-in-store, 56 new concept furniture stores, 36 banner conversions and opening of 5 new stores (86 new stores in the last 12 months).

 

CNOVA

§ Solid growth (GMV +17.6%) despite challenging macro environment in Brazil with strategic initiatives on track and increased focus and discipline in cost efficiency.

 

(*) Based on data published by the Brazilian Supermarkets Association (ABRAS)

 

 

 
      Consolidated (1)     Food Businesses   Via Varejo
(R$ million)(2) 3Q15 3Q14 Δ 9M15 9M14 Δ 3Q15 3Q14 Δ 3Q15 3Q14 Δ
 
GrossRevenue (3) 17,856 17,356 2.9% 54,943 50,862 8.0% 9,574 8,941 7.1% 4,615 5,964 -22.6%
Net Revenue (3) 16,061 15,649 2.6% 49,405 45,860 7.7% 8,852 8,253 7.3% 4,077 5,280 -22.8%
Gross Profit 3,758 4,015 -6.4% 11,734 11,700 0.3% 2,126 2,058 3.3% 1,343 1,738 -22.7%
Gross Margin 23.4% 25.7% -230 bps 23.8% 25.5% -170 bps 24.0% 24.9% -90 bps 32.9% 32.9% 0 bps
Total Operating Expenses (3,347) (2,874) 16.5% (9,778) (8,469) 15.5% (1,684) (1,478) 14.0% (1,280) (1,219) 5.0%
% of Net Revenue 20.8% 18.4% 240 bps 19.8% 18.5% 130 bps 19.0% 17.9% 110 bps 31.4% 23.1% 830 bps
EBITDA (4) 445 1,167 -61.9% 2,058 3,307 -37.8% 455 593 -23.3% 77 529 -85.5%
EBITDA Margin 2.8% 7.5% -470 bps 4.2% 7.2% -300 bps 5.1% 7.2% -210 bps 1.9% 10.0% -810 bps
Adjusted EBITDA(5) 677 1,185 -42.9% 2,443 3,418 -28.5% 536 608 -11.8% 196 544 -64.0%
Adjusted EBITDA Margin 4.2% 7.6% -340 bps 4.9% 7.5% -260 bps 6.1% 7.4% -130 bps 4.8% 10.3% -550 bps
Net Financial Revenue (Expenses) (344) (378) -8.8% (1,039) (1,078) -3.6% (205) (171) 19.7% (69) (147) -53.5%
% of Net Revenue 2.1% 2.4% -30 bps 2.1% 2.3% -20 bps 2.3% 2.1% 20 bps 1.7% 2.8% -110 bps
Company's Net Profit (Loss) (122) 391 n.a. 101 1,087 -90.7% 44 185 -75.9% (12) 224 n.a.
Net Margin -0.8% 2.5% -330 bps 0.2% 2.4% -220 bps 0.5% 2.2% -170 bps -0.3% 4.3% -460 bps
Adjusted Net Income - Company (6) 49 396 -87.7% 403 1,166 -65.4% 106 189 -44.2% 66 234 -71.7%
Adjusted Net Margin 0.3% 2.5% -220 bps 0.8% 2.5% -170 bps 1.2% 2.3% -110 bps 1.6% 4.4% -280 bps

 

(1) Includes the results of Cnova (Cnova Brasil + Cdiscount Group); (2) Totals and percentages may not add up due to rounding. All margins were calculated as a percentage of net sales; (3) Includes revenue from lease of commercial centers; (4) Earnings before interest, tax, depreciation and amortization; (5) EBITDA adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses; (6) Net Income adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses, as well as the respective effects of associated income tax. 

 

20


 

 

Sales Performance
 
Net Revenue   3Q15 x   2Q15 x
    3Q14   2Q14
(R$ million) 3Q15 Δ 2Q15 Δ
Consolidated (1) 16,061 2.6% 16,108 6.0%
Food Businesses 8,852 7.3% 8,953 6.4%
Multivarejo (2) 6,287 2.1% 6,508 0.7%
Assaí 2,564 22.3% 2,445 25.6%
Non-Food Businesses 7,227 -2.5% 7,172 5.3%
Cnova (3) 3,132 48.0% 2,848 122.0%

Via Varejo (4)

4,095 -22.7% 4,324 -21.7%

 

Net 'Same-Store' Sales
  3Q15 2Q15
Consolidated (1) -2.7% -3.5%
Multivarejo + Assaí 3.3% 1.8%
Cnova (3) 23.4% 24.7%
Via Varejo (4) -24.6% -23.5%

 

(1) Excludes revenue from intercompany transactions; (2) Extra and Pão de Açúcar banners. Includes revenue from the leasing of commercial centers; (3) Cnova: Cnova Brasil + Cdiscount Group. Includes revenue from commissions in the marketplace, not considering merchandise volumes; (4) Includes revenue from intercompany transactions. Excluding the closure of stores to comply with the decision by Brazil's antitrust agency CADE, the decrease in the quarter would have been 21.9%.        

 

Sales Performance – Consolidated

 

§  In 3Q15, consolidated net sales totaled R$16.1 billion, up 2.6%. In the Food segment (Multivarejo + Assaí), net sales grew 7.3%, with the highlight being the continued strong performance by Assaí (+22.3%);

 

§  The current macroeconomic environment has proved highly adverse for consumption during the year. While the food segment demonstrates greater resilience, the non-food segment (Via Varejo + Cnova) is being affected more intensely and as a result, its sales declined by 2.5%;

 

§  The Company maintained its organic growth plan, with the focus on higher-return formats. Twenty-three new stores were opened in the quarter, of which 18 were in the Food segment (7 Minimercado Extra, 6 Minuto Pão de Açúcar, 4 Pão de Açúcar and 1 Assaí) and 5 were Casas Bahia stores. A total of 210 new stores were opened in the last 12 months.

 

Food Business (Multivarejo + Assaí)

 

§  Net sales grew 7.3% to reach R$8.9 billion in the quarter. A total of 124 new stores were opened in the last 12 months, which included 100 Proximity stores (71 Minimercado Extra and 29 Minuto Pão de Açúcar), 11 Pão de Açúcar, 8 Assaí, 4 Extra Supermercado stores and 1 drugstore; 

 

§  Same-store sales increased 3.3%, up 60 basis points from 1H15. This improvement was driven by the solid double-digit growth posted by Assaí, resulting from greater price consciousness among       consumers and the healthy performance of the 52 renovated Extra stores (28 Hypermarkets and 24 Supermarkets), whose delivery started in May and which are already outperforming non-renovated stores by 1,000 basis points;

 

 

21


 

 

 

 

§         Roll-out of Extra renovations: by the end of 2015, about 60 stores (35 Hypermarkets and 25 Supermarkets), or the equivalent of 25% of the banner's sales, will undergo extensive renovation that includes not only the layout, but also new assortments and improvements in customer service. By the end of 2016, the renovation plan should encompass 50% to 60% of sales;

 

§         As in previous quarters, Assaí posted solid net sales growth of 22.3%, reflecting the double-digit same-store sales growth in relation to 1H15, caused by greater price consciousness among consumers. Strong expansion remains the banner’s focus, with one more store opened in 3Q15, bringing to 8 the total number of stores opened in the last 12 months. In 2015, 10 to 12 new Assaí stores will be opened;

 

§        It is important to note the resilience of the food category, which has maintained growth of approximately 4.0% in the last 9 months, underlining the importance of the multi-format strategy. The Company will continue to focus on balancing its store portfolio by concentrating expansion on higher-return formats (Assaí, Proximity and Pão de Açúcar) and by continuing the modernization of the Extra chain.

 

 

Via Varejo

 

§        The third quarter of 2015 was marked by a strong decline in consumption, with the Consumer Confidence Index reaching its lowest level in the historical data series published by FGV IBRE (down 25.9% in September 2015 in relation to September 2014)

 

§         In 3Q15, net sales totaled R$4.1 billion, down 22.7% from 3Q14 and 24.6% on a same-store basis. In 3Q15, five Casas Bahia stores were opened, bringing the total store openings to 26 in the year and 86 in the last 12 months;

 

§        On the other hand, services such as extended warranty increased penetration due to initiatives such as training for 100% of sales force, pricing strategy and sales campaigns. Payment book sales remained stable in relation to other forms of payment;

 

§        Initiatives under the “Crescer Mais” Project continued to deliver sales results that outperformed the company‘s average:

 

o        Renovation of the Furniture category: redesign of the sales area and revamp of product lines, already implemented in 56 stores which grew 1,600 basis points above the average of the non-renovated stores YTD. The Furniture category yields the highest gross margin for Via Varejo;

 

o        Renovation of the Telephone category: complete revamp of the buying experience, with better service and options to try out products. In the 100 stores already renovated, growth was 3,800 basis points higher than the average of non-renovated stores YTD;

 

o        Banner Conversion: conversion of 36 Pontofrio stores to Casas Bahia stores. Via Varejo should accelerate the conversion plan in order to drive sales growth and profitability.

 

 

22


 

 

Cnova

 

The following comments are part of the Cnova sales release published on October 9, 2015.

Cnova

3Q15(5)

3Q14(5)

Change

Reported

Constant

Currency(6)

GMV(7) (€ millions)

1,121.2

1,094.1

+2.5%

+17.6%

Cdiscount

649.1

555.3

+16.9%

+17.1%

France

640.1

552.4

+15.9%

 

International

9.0

2.9

+208.3%

 +244.2%

Cnova Brazil

472.2

538.8

-12.4%

+18.1%

Cnova Brazil (R$ millions)

1,920.0

1,625.6

+18.1%

 

Marketplace share(8)

22.7%

12.4%

+1,032 bps

 

Cdiscount France

29.8%

20.5%

+931 bps

 

Cnova Brazil

12.8%

4.2%

+862 bps

 

Net sales (€ millions)

781.4

837.3

-6.7%

+9.1%

Cdiscount

410.3

379.5

+8.1%

+8.3%

France

402.5

377.0

+6.8%

 

International

7.8

2.5

+213.7%

 +247.5%

Cnova Brazil

371.1

457.8

-18.9%

+9.8%

Cnova Brazil (R$ millions)

1,515.8

1,380.6

+9.8%

 

Traffic (visits in millions)

405.8

318.3

+27.5%

 

Cdiscount France

180.7

136.0

+32.8%

 

Cnova Brazil

212.9

179.5

+18.6%

 

Mobile share

 40.2%

 27.4%

 +1,280 bps

 

Cdiscount France

49.8%

37.2%

+1,265 bps

 

Cnova Brazil

 32.4%

20.5% 

 +1,189 bps

 

Click-&-Collect pick-up points

 21,767

 17,206

+26.5% 

 

Active customers(9) (millions)

15.4

12.8

+20.2%

 

Number of items sold (millions)

 15.3

13.2

+16.0%

 

Orders(10) (millions)

9.1

7.8

+17.0% 

 

 

 (5) The operations of Panama, Ecuador, MonCornerKids and MonCornerJardin were discontinued on July 1, 2015. These operations have no impact on 2014 results as they did not exist in that period. MonShowRoom was reclassified as a discontinued operation (exclusively for Cdiscount) on January 1, 2014. (6) Average euro/real exchange rate in the third quarter: 2014 = 3.01; 2015 = 3.96. (7) Gross Merchandise Volume (GMV) = sale of merchandise + other revenue + sales in the marketplace (calculated based on orders approved and delivered) + taxes. (8) Includes sales through the marketplaces of www.cdiscount.com in France, as well as the websites extra.com.br, pontofrio.com, casasbahia.com.br and cdiscount.com.br in Brazil. (9) Active customers at the end of September who made at least one purchase in one of the company's websites in the 12-month period, calculated for each website, since we operate multiple websites with specific user identification systems, which may lead to double counting of the same person. (10) Total number orders placed by customers prior to cancelation due to fraud or non-payment of orders.

 

 

§        GMV amounted to €1,122 million in 3Q15, increasing 17.6% on a constant currency basis compared to the same period in 2014. After taking into account the strong negative impact (-15.1%) of the depreciation of the Brazilian real versus the Euro, reported GMV grew by 2.5%.  At Cdiscount France, total GMV was up 15.9%.  At Cnova Brazil, GMV increased by 18.1% in local currency, as promotional pricing partially compensated for the deteriorating Brazilian economic environment.

 

o     The marketplace share of total GMV increased 1,032 basis points in 3Q15 and reached 22.7% compared to 12.4% in 3Q14. Cdiscount France’s marketplace share reached       29.8%, while Cnova Brazil's share reached 12.8%. As of September 30, 2015, active marketplace sellers increased by 97% to almost 10,500 while the number of marketplace product offerings expanded from 11.4 million to 26.0 million (+129%).

 

 

23


 

 

 

o     Active customers increased by 20.2% and the number of items sold increased by 16.0%.

 

§        Net sales totaled €781 million in 3Q15, up 9.1% on a constant currency basis compared to 3Q14. The growth rate was -6.7% after taking into account the negative exchange rate impact of -15.8%.

 

o       Net sales at Cdiscount were up 8.1% (of which +1.4% was attributable to new international operations) on a high comparison basis, and partly reflected the Group’s emphasis on gross margin improvement during the quarter. Home furnishings and household appliances accounted for approximately half of direct sales and recorded double-digit growth. Marketplace commissions increased by 84% on the previous year.

Net sales coming from international operations were driven primarily by activity in Colombia, Thailand and Vietnam.

 

o        Net sales at Cnova Brazil increased by 9.8% (on a constant currency basis). Development of all product categories to increase the overall portfolio and orient product mix toward higher margin categories continued at a satisfactory rate.  Marketplace commissions grew by 255%.

 

 

§      Traffic rose to 406 million visits during 3Q15 (+27.5% on the year-ago period), of which approximately 75% is non-paid. Share of mobile devices in the traffic grew by 1,280 basis points to 40.2%.

 

§      The continued roll-out of customer preferred Click-&-Collect (“C&C”) pick-up points in all markets:

o      C&C pick-up points in France surpassed 19,500 and included more than 500 pick-up points for large items (> 30 kg)

 

o       Cnova Brazil continued to increase the number of C&C pick-up points (more than 1,250), while the take-up rate in São Paulo state on the Extra.com.br website was 15%.

 

 

 

24


 

 

Operating Performance

Consolidated Pro Forma (*)
 
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
             
Gross Revenue (1) 14,189 14,905 -4.8% 44,476 45,481 -2.2%
Net Revenue (1) 12,929 13,532 -4.5% 40,475 41,153 -1.6%
Gross Profit 3,469 3,796 -8.6% 10,933 11,231 -2.7%
Gross Margin 26.8% 28.1% -130 bps 27.0% 27.3% -30 bps
Selling Expenses (2,475) (2,381) 3.9% (7,559) (7,133) 6.0%
General and Administrative Expenses (311) (314) -1.1% (927) (910) 1.9%
Equity Income 22 28 -23.0% 84 78 8.2%
Other Operating Revenue (Expenses) (200) (30) 578.1% (268) (122) 119.9%
Total Operating Expenses (2,965) (2,697) 9.9% (8,671) (8,087) 7.2%
% of Net Revenue 22.9% 19.9% 300 bps 21.4% 19.7% 170 bps
Depreciation (Logistic) 27 23 17.5% 84 67 24.1%
EBITDA 532 1,122 -52.6% 2,346 3,211 -26.9%
EBITDA Margin 4.1% 8.3% -420 bps 5.8% 7.8% -200 bps
Adjusted EBITDA (2) 732 1,152 -36.5% 2,614 3,333 -21.6%
Adjusted EBITDA Margin 5.7% 8.5% -280 bps 6.5% 8.1% -160 bps

(1) Includes revenue from lease of commercial centers; (2) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.

 

(*) Cnova international operations started being consolidated into GPA in August 2014 and hence the 3Q15 results reflect 3 months of these operations, while 3Q14 results reflect only 2 months of operations. For comparison purposes, the table above and following comments reflect the 3Q15, 3Q14, 9M15 and 9M14 results excluding the consolidated results of Cnova (Cnova Brasil and international operations).

 

Gross margin reached 26.8% in the quarter, lower than in 3Q14, due to the lower contribution of Via Varejo in the Company’s gross profit.

 

The 3.4% increase in selling, general and administrative expenses, which was significantly below inflation in the period, reflects the Company's efforts to optimize expenses in both the Food segment and Via Varejo. Expenses in the quarter were impacted by expenses related to organic expansion, with the opening of 210 new stores in the last 12 months.

 

EBITDA adjusted by Other Operating Income and Expenses came to R$732 million, with margin of 5.7%, impacted by weaker consumption levels, mainly affecting Via Varejo.

 

 

 

25


 

 

 

Multivarejo
 
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
                   
Gross Revenue (1) 6,794 6,675 1.8% 20,991 20,671 1.5%
Net Revenue (1) 6,287 6,156 2.1% 19,400 19,048 1.8%
Gross Profit 1,758 1,767 -0.5% 5,385 5,283 1.9%
Gross Margin 28.0% 28.7% -70 bps 27.8% 27.7% 10 bps
Selling Expenses (1,190) (1,098) 8.3% (3,635) (3,304) 10.0%
General and Administrative Expenses (161) (163) -1.2% (469) (467) 0.5%
Equity Income 16 20 -20.9% 61 55 11.4%
Other Operating Revenue (Expenses) (80) (15) 446.3% (184) (106) 72.5%
Total Operating Expenses (1,415) (1,256) 12.7% (4,227) (3,822) 10.6%
% of Net Revenue 22.5% 20.4% 210 bps 21.8% 20.1% 170 bps
Depreciation (Logistic) 12 12 1.9% 38 34 10.5%
EBITDA 354 522 -32.2% 1,196 1,495 -20.0%
EBITDA Margin 5.6% 8.5% -290 bps 6.2% 7.9% -170 bps
Adjusted EBITDA (2) 434 537 -19.1% 1,380 1,602 -13.9%
Adjusted EBITDA Margin 6.9% 8.7% -180 bps 7.1% 8.4% -130 bps

(1) Includes revenue from lease of commercial centers; (2) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses

 

During the course of the year, the macroeconomic environment has significantly affected household consumption, yet Multivarejo has shown resilience and continues to post virtually stable margins since the start of the year.  

 

Gross margin reached 28.0%, similar to the margin in the first half of the year, mainly resulting from continued competitive pricing efforts, especially in the Extra banner. In 9M15, gross margin increased slightly compared to 9M14 (+10 basis points), despite a more cautious consumption scenario.

 

Differently from previous periods, when selling, general and administrative expenses grow at around 10%, in 3Q15 these expenses grew 7.1%, lagging inflation in the period, as a result of initiatives being implemented since late-2Q15 to adjust the Company’s level of expenses, particularly rental renegotiation and optimization of advertising expenses. In addition, operational improvements at the stores, revamped processes and efficiencies in logistics enabled the streamlining of headcount with no impact on service level at the stores.

 

In the quarter, Adjusted EBITDA reached R$ 434 million, with margin of 6.9%, in line with the margin in the first half of the year, which shows an important stability at Multivarejo despite the worsening macroeconomic environment during the year. The EBITDA margin difference between the 3Q15 and 3Q14 is mainly related to the pressure of higher inflation on expenses and higher electricity expenses. As in the previous quarter, other operating income and expenses were mainly related to restructuring and write-off of property and equipment.

 

 

26


 

 

Assaí
 
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
             
Gross Revenue 2,779 2,266 22.7% 7,922 6,336 25.0%
Net Revenue 2,564 2,097 22.3% 7,321 5,874 24.6%
Gross Profit 368 291 26.4% 1,019 804 26.8%
Gross Margin 14.4% 13.9% 50 bps 13.9% 13.7% 20 bps
Selling Expenses (235) (194) 20.9% (686) (549) 25.0%
General and Administrative Expenses (32) (27) 20.3% (88) (67) 31.1%
Other Operating Revenue (Expenses) (1) (0) 631.2% 2 (0) n.a.
Total Operating Expenses (269) (222) 21.3% (771) (616) 25.2%
% of Net Revenue 10.5% 10.6% -10 bps 10.5% 10.5% 0 bps
Depreciation (Logistic) 1 1 42.4% 3 2 90.3%
EBITDA 101 71 42.5% 251 190 32.4%
EBITDA Margin 3.9% 3.4% 50 bps 3.4% 3.2% 20 bps
Adjusted EBITDA (1) 102 71 44.1% 249 190 31.0%
Adjusted EBITDA Margin 4.0% 3.4% 60 bps 3.4% 3.2% 20 b

(1) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses

 

Assaí continued to post solid net sales growth of 22.3% in the quarter, for total net sales of R$ 2.564 billion, reflecting a combination of double-digit same-store sales growth and continuous organic expansion. The acceleration in customer traffic was one of the highlights in the period, driven by increased price sensibility on consumers side. Eight stores opened in the last 12 months and 10-12 stores are scheduled for opening in 2015. 

In terms of operating efficiency, note that the Adjusted EBITDA grew 44.1%, outpacing sales growth in the period, which corroborates the consistency and solidity of the format. EBITDA margin was 4.0%, expanding by 60 basis points in the period. The solid EBITDA performance was driven by gross margin expansion, reaching 14.4% on the maturity of stores opened in the last 12 months, as well as on the reduction on selling, general and administrative expenses as percentage of net sales, from 10.6% in 3Q14 to 10.4% in 3Q15, despite the inflationary pressures on expenses, higher electricity costs and expenses with store expansion (8 stores opened in the last 12 months).

In 9M15, adjusted EBITDA amounted to R$249 million, up 31.0%, with margin of 3.4%, expansion of 20 basis points from 9M14. 

It is important to mention that the cash generated in the last 12 months already allows the business unit to finance its strong organic growth.

 

27


 

 

 

Via Varejo (1)
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
             
Gross Revenue 4,615 5,964 -22.6% 15,563 18,474 -15.8%
Net Revenue 4,077 5,280 -22.8% 13,755 16,230 -15.3%
Gross Profit 1,343 1,738 -22.7% 4,528 5,143 -12.0%
Gross Margin 32.9% 32.9% 0 bps 32.9% 31.7% 120 bps
Selling Expenses (1,050) (1,089) -3.5% (3,238) (3,280) -1.3%
General and Administrative Expenses (117) (124) -5.6% (370) (376) -1.7%
Equity Income 6 8 -27.9% 23 23 0.4%
Other Operating Revenue (Expenses) (119) (15) 709.0% (87) (15) 471.5%
Total Operating Expenses (1,280) (1,219) 5.0% (3,672) (3,649) 0.6%
% of Net Revenue 31.4% 23.1% 830 bps 26.7% 22.5% 420 bps
Depreciation (Logistic) 15 11 31.9% 42 31 35.3%
EBITDA 77 529 -85.5% 898 1,526 -41.1%
EBITDA Margin 1.9% 10.0% -810 bps 6.5% 9.4% -290 bps
Adjusted EBITDA (2) 196 544 -64.0% 985 1,541 -36.1%
Adjusted EBITDA Margin 4.8% 10.3% -550 bps 7.2% 9.5% -230 bps

(1) Some figures in this earnings release differ from those presented in the Via Varejo release due to the effects of intercompany transactions; (2) EBITDA adjusted by the line “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.

 

Despite a scenario of a sharp decline in consumption, gross margin remained stable in relation to 3Q14 as a result of: i) decrease of 150 bps in margin from goods to adjust sales competitiveness; ii) increase in penetration of services on the sale of goods, due to sales force training programs, pricing strategy and sales campaings; iii) maturation of new revenue streams from freight and assembling; and iv) other gains such as logistics and commercial synergies with other group companies.

During the quarter, the Company intensified the cost reduction measures it launched in 2Q15 to adjust the cost structure to current sales levels, and mitigate inflationary pressures for lower dilution of fixed expenses, notable among them being:

§        Optimization of headcount, with the reduction of approximately 6,000 jobs in 3Q15 and around 11,000 jobs in the year;

§        Closure of 31 stores in the quarter with high operating costs and negative contribution margin, totaling 36 store closures in the year (excluding closures related to the decision of Brazil’s antitrust authority CADE)

§         In 9M15, one distribution center and five warehouses were closed to optimize the logistics network;

§         Renegotiation of approximately 40% of total store lease agreements.

Other operating income and expenses totaled R$119 million in the quarter, related to costs with the Company's restructuring initiatives.

It is noteworthy that the savings with the cost reduction initiatives have not been fully captured in the 3T15.

 

Adjusted EBITDA stood at R$196 million in the quarter, with margin of 4.8%.

 

 

28


 

 

The following comments are part of the Cnova earnings release published on October 28, 2015. Amounts are in Euros, which is the reporting currency of this entity, and refer to the consolidated results of Cnova N.V on comparable bases  (Cnova international operations are fully reflected in 3Q14). They therefore differ from GPA’s consolidated results in 3Q14, which reflect the consolidation of Cdiscount in Cnova only for the months of August and September.

 

 

Cnova

 

Key Figures
(€ million)

 

Sept. 30, 20152

 

Sept. 30, 20142

   

 

   

3rd quarter:

 

 

 

 

Gross merchandise volume (GMV)

 

1,121

 

1,094

Net sales

 

781

 

837

Gross profit

 

97

 

113

Gross margin

 

12.5%

 

13.5%

Gross margin (like-for-like*)

 

12.6%

 

13.6%

SG&A

 

(119)

 

(113)

Operating EBIT

 

(22)

 

0

o/w: France

 

1

 

(4)

Brazil

 

(14)

 

6

International**

 

(6)

 

(1)

Net profit/(loss) for the period

 

(36.6)

 

(15.3)

Adjusted EPS1

 

(0.06)

 

(0.03)

 

 

 

 

 

Last 12 months:

 

 

 

 

Net cash from continuing operating activities

 

109

 

132

o/w Change in Operating Working Capital

 

137

 

86

Capex

 

(85)

 

(65)

Free cash flow

 

23

 

67

 

* Like-for-like: excluding the impact from international expansion outside of France and Brazil

**Colombia, Thailand, Vietnam, Ivory Coast, Senegal and Cameroon.

 

(1) Non-GAAP financial measure. (2) Financial results for Panama, Ecuador, MonCornerKids and MonCornerJardin were discontinued as of July 1, 2015; there is no impact on 2014 as these activities did not exist at that time.  MonShowroom has been re-classified as a discontinued activity (IFRS 5) as of January 1, 2014.

 

 

Gross profit was resilient and totaled €97 million with an associated gross margin of 12.5% (12.6% like-for-like, that is, excluding the impact from international expansion outside France and Brazil).

§         Gross profit at Cdiscount France increased more than 20% and the gross margin improved by 186 basis points thanks to the growing marketplace offer as well as lower promotional activity during the 3rd quarter 2015. 

§          At Cnova Brazil, the sharp slowdown in consumer demand combined with an aggressive pricing environment to more than offset the positive impact of marketplace expansion. As a result, gross margin declined by 352 basis points.

 

SG&A costs increased to €119 million (15.2% of net sales compared to 13.4% of net sales in 3Q14). Most of this increase (€6 million) was related to new costs associated with international operations. On a like-for-like basis, SG&A costs increased 1.0% including higher marketing expenses as well as higher IT spend for platform upgrades, especially in mobile technology.

 

 

 

29


 

As a result, operating EBIT totaled €(22) million, including Cdiscount France at +€1 million and Cnova Brazil at €(14) million. After taking into account other expenses of €7 million (mostly restructuring costs related to Panama/Ecuador/Kids and Garden operations closure and impairment of obsolete IT platform assets), total operating profit during the quarter was €(29) million.

 

Net financial expense was €17 million, stable (-1.1%). The increase in the Brazilian interest rate (SELIC) in the period was offset partially by lower average number of installments in Cnova Brazil sales (7.2 average installments in 3Q15, down from 7.8 average installments in 3Q14).

 

Net loss including discontinued activities amounted to € (37) million with an adjusted EPS of € (0.06).

Cash Management

On a trailing twelve month basis:

Net cash from continuing operating activities at September 30, 2015 amounted to €109 million (versus €132 million for the same period at September, 2014) and included a positive change in operating working capital of +€137 million (+€86 million in 2014).

Capex (purchase of property, equipment and intangible assets) increased by €20 million to €85 million and represented 2.4% net sales at September 30, 2015. The increase was due primarily to enhancements to the IT platforms and mobile technology. 3Q15 capex was lower y-o-y as management is placing even more emphasis on cash control in the current environment.

As a result, free cash flow remained positive at €23 million.

 

Action plan Brazil:

Given the new market condition in Brazil, Cnova is putting into place an action plan designed primarily along the following three lines:

·         Promotions policy: fine tune to achieve a better growth/margin balance

·         Product catalogue expansion: increase high margin references

·         Logistics operations: cost cutting (e.g. closure of Aldeia DC), increase productivity and reduce inventory shortages.

 

Outlook

In the near-term, visibility in Brazil is extremely low, and this is not currently expected to improve by the end of the year. As a result, the Company is providing no 4th quarter 2015 outlook; it is focusing on operational management and concentrating its efforts on finding the right balance between top line growth and profitability while maximizing free cash flow generation.

 

 

 

30


 

Financial Result

 

Consolidated
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
 
Financial Revenue 185 159 17.0% 637 491 29.6%
Financial Expenses (530) (536) -1.2% (1,676) (1,569) 6.8%
Cost of Sale of Receivables of Credit Card (109) (171) -35.8% (428) (536) -20.0%
Cost of Discount of Receivables of Payment Book (79) (87) -9.1% (246) (251) -2.0%
Cost of Debt and Others (341) (279) 22.5% (1,002) (783) 27.9%
Net Financial Revenue (Expenses) (344) (378) -8.8% (1,039) (1,078) -3.6%
% of Net Revenue 2.1% 2.4% -30 bps 2.1% 2.3% -20 bps

 

Net financial revenue (expense) decreased 8.8% in the quarter to R$344 million, despite the 29.2% hike in interest rate (average CDI rate).

The main variations in net financial result were:

 

§  Increase of R$ 26 million in financial revenue or 17%, below the hike in CDI, due to the lower average cash position in the quarter;

 

§  Reduction of R$70 million in the cost of sale of credit card and payment book receivables, due to:

 

(i)      the cash management strategy adopted by the Company which has the effect of reducing the frequency of advancing of credit card receivables and, consequently, the volume discounted; and

(ii)     the impact of lower sales at Via Varejo on total volume of receivables;

 

§  Increase of R$62 million in the cost of debt and others, below the hike in CDI.

 

As a ratio of net revenue, net financial result decreased from 2.4% in 3Q14 to 2.1% in 3Q15.

 

 

 

31


 

 

Net Income

 

Consolidated
 
(R$ million) 3Q15 3Q14 Δ 9M15 9M14 Δ
 
EBITDA 445 1,167 -61.9% 2,058 3,307 -37.8%
Depreciation (Logistic) (34) (26) 30.6% (102) (77) 32.9%
Depreciation and Amortization (245) (207) 18.5% (716) (589) 21.5%
Net Financial Revenue (Expenses) (344) (378) -8.8% (1,039) (1,078) -3.6%
Income (Loss) before Income Tax (178) 557 n.a. 201 1,563 -87.2%
Income Tax 57 (166) n.a. (100) (476) -79.0%
Net Income (Loss) - Company (122) 391 n.a. 101 1,087 -90.7%
Net Margin -0.8% 2.5% -330 bps 0.2% 2.4% -220 bps
Net Income (Loss) - Controlling Shareholders (7) 277 n.a. 245 785 -68.7%
Net Margin - Controllings Shareholders 0.0% 1.8% -180 bps 0.5% 1.7% -120 bps
           
Other Operating Revenue (Expenses) (232) (18) 1199.3% (385) (110) 248.7%
Income Tax from Other Operating Revenues (Expenses) and Income Tax from Nonrecurring 62 12 414.3% 82 32 159.3%
Adjusted Net Income - Company (1) 49 396 -87.7% 403 1,166 -65.4%
Adjusted Net Margin - Company 0.3% 2.5% -220 bps 0.8% 2.5% -170 bps
Adjusted Net Income - Controlling Shareholders (1) 99 283 -64.9% 448 857 -47.8%
Adjusted Net Margin - Controlling Shareholders 0.6% 1.8% -120 bps 0.9% 1.9% -100 bps

 (1) Net Income adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses

 

Cnova international operations started being consolidated into GPA in August 2014 and hence for comparison purposes, note that the results of these operations were not fully reflected in 3Q14. On a comparable basis, i.e. excluding the consolidated results of Cnova (Cnova Brasil and international operations) in 3Q15 and 3Q14, net income came to R$32 million, with net margin of 0.2%.  

 

The quarter was mainly affected by the following factors:

i)    Via Varejo results, which have been negatively impacted by the decline in the consumption of durable goods;

ii)   Other operating income and expenses related chiefly to restructuring expenses (adjustments to the Company’s structure and store closures).

 

The Company’s net income, excluding other operating income and expenses mentioned above, came to R$49 million, while net income of controlling shareholders came to R$99 million.

 

 

 

32


 

 

Indebtedness

 

Consolidated
 
(R$ million) 09.30.2015 09.30.2014
 
Short Term Debt (2,093) (2,999)
Loans and Financing (817) (1,149)
Debentures (1,276) (1,850)
Long Term Debt (4,267) (3,817)
Loans and Financing (3,370) (1,719)
Debentures (897) (2,097)
Total Gross Debt (6,360) (6,815)
Cash and Financial investments 5,414 6,601
Net Debt (946) (214)
EBITDA (1) 3,680 4,615
Net Debt / EBITDA(1) -0.26x -0.05x
Payment Book - Short Term (2,153) (2,627)
Payment Book - Long Term (122) (120)
Net Debt with Payment Book (3,221) (2,961)
Net Debt with Payment Book / EBITDA(1) -0.88x -0.64x
On balance Credit Card Receivables 1,230 317
Net Debt with Payment Book and Credit Card Receivables not sold(2) (1,991) (2,644)
Net Debt with Payment Book and Credit Card Receivables not sold(2) / EBITDA(1) -0.54x -0.57x

 

(1)    EBITDA in the last 12 months.

(2)    Including R$1,230 million credit card receivables not sold in the quarter, for comparison purpose with the 3Q14.

 

The Company ended 3Q15 with a lower leverage level than in the same period the previous year and a significant balance of cash and financial investments, which demonstrates the  Group’s solid financial health.

 

Cash reserve and financial investments came to R$5.4 billion, besides the R$1.2 billion of receivables that were not sold in the quarter.

 

Net debt to EBITDA ratio decreased from 0.57 times in 3Q14 to 0.54 times in 3Q15, driven by the R$653 million decrease in net debt, including the payment book operation and balance of credit card receivables not sold.

 

The debt maturity profile, including the payment book operation, was lengthened by 165 days compared to on September 30, 2014.

 

The Company had its rating reaffirmed by Standard & Poor’s (brAA+ positive outlook) in September 2015 and by Fitch (brAA+ stable outlook) in October 2015.

 

 

 

33


 

 

Simplified Cash Flow Statement

Consolidated
 
 
(R$ million) 3Q15 3Q14 9M15 9M14
 
Cash Balance at beginning of period 6,811 5,356 11,149 8,367
         
Cash Flow from operating activities (808) 769 (3,268) 48
EBITDA 445 1,167 2,058 3,307
Cost of Sale of Receivables (188) (256) (674) (786)
Working Capital (1,337) (381) (3,816) (2,435)
Assets and Liabilities Variation 272 239 (836) (38)
Cash flow from investment activities (443) (308) (1,388) (869)
Net Investment (487) (512) (1,439) (1,073)
Acquisition and Others 44 204 51 204
             
Change on net cash after investments (1,251) 461 (4,656) (821)
         
Cash Flow from financing activities (316) 785 (1,252) (945)
Dividends payments and others (39) (36) (397) (222)
Net Payments (277) 821 (855) (723)
Change on net cash (1,568) 1,245 (5,908) (1,766)
         
Exchange rate 171 - 173 -
         
Cash Balance at end of period 5,414 6,601 5,414 6,601
 
Net debt (946) (214) (946) (214)

 

Cash balance at the close of 3Q15 was R$5.4 billion. The variation from the same period last year is due to the cash management strategy of a lower sale of receivables. As a result, accounts receivable increased 8 days(1) between 3Q14 and 3Q15 and negatively affected the working capital by R$1.2 billion.

 

The Company continued to demonstrate significant financial strength during the year with the cash disbursement of almost R$ 180 million(2) in the quarter despite the challenging scenario.

 

(1)    In COGS days

(2)    For comparison purposes, includes credit card receivables not sold in working capital, in the amount of R$ 1.230 million in 3Q15 and R$ 317 million in 3Q14.

 

 

34


 

Capital Expenditure (Capex)

 

    Consolidated   Food Businesses Via Varejo
(R$ million) 3Q15 3Q14 Δ   9M15 9M14 Δ 3Q15 3Q14 Δ 3Q15 3Q14 Δ
 
New stores and land acquisition 158 132 19.0% 416 354 17.6% 140 104 35.0% 17 29 -39.7%
Store renovations and conversions 155 88 76.1% 448 218 105.2% 137 53 158.8% 18 36 -49.4%
Infrastructure and Others 187 297 -37.0% 626 539 16.2% 89 177 -49.7% 34 79 -57.0%
Non-cash Effect                        
Financing Assets 10 15 -32.5% 6 9 -33.4% 10 15 -32.5% - - n.a.
Total 510 532 -4.3% 1,496 1,120 33.6% 376 349 7.9% 69 144 -51.7%

           

The Group’s investments totaled R$510 million in the quarter, of which 74% was invested in the Food segment and 14% in Via Varejo.

In the Food segment, in line with the organic growth strategy, 18 new stores were opened in the quarter, including 7 Minimercado Extra, 6 Minuto Pão de Açúcar, 4 Pão de Açúcar and 1 Assaí store. Besides continuing with the plan to renovate Extra stores (52 stores renovated to date: 28 Hypermarkets and 24 Supermarkets), the Company also renovated Pão de Açúcar and Assaí stores. 

At Via Varejo, the “Crescer Mais” Project initiatives were intensified amidst a scenario of steep decline in consumption: i) renovation of the furniture category in 56 stores; ii) renovation of the telephony category in 100 stores; iii) strengthening of the Ponto Frio banner through improvements in operations and financial services, and the conversion of 36 stores to better position them for Casas Bahia. It is important to mention the opening of five more Casas Bahia stores.

For 2015, the Company’s target is to open: 70 Proximity stores, 10 to 12 Assaí stores and 5 Pão de Açúcar stores. It also plans to maintain the pace of renovations in the Food segment during the year, while strengthening initiatives of the “Crescer Mais” project for Via Varejo.  

 

 

35


 

 

Dividends

Dividends 3Q15

 

The Board of Directors meeting held on October 29, 2015 approved the distribution of interim dividends based on the net income recorded on the balance sheet of September 30, 2015, in the amount of R$38.5 million, which corresponds to R$0.15 per preferred share and R$0.136365 per common share.

 

Shareholders of record on October 30, 2015 will be entitled to the dividends. As of November 03, 2015, the shares will trade ex-dividends.  Dividends will be paid on November 11, 2015.

 

 

 

36


 

 

Appendix I – Definitions used in this document

 

Company’s Business Units: The Company’s business is divided into four units - Retail, Cash & Carry, Electro (sale of electronics and home appliances in brick-and-mortar stores) and E-commerce – grouped as follows:

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

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

EBITDA: EBITDA is calculated in accordance with Instruction 527 issued by the Securities and Exchange Commission of Brazil (CVM) on October 4, 2012. 

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

Adjusted net income: Measure of profitability calculated as Net Income excluding Other Operating Income and Expenses and excluding the effects on Income and Social Contribution Taxes. Also excluded are the effects of nonrecurring direct income tax. Management uses this metric given its understanding that it eliminates any nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.

 

 

 

37


 

 

 

BALANCE SHEET
 
ASSETS
 
  Consolidated Food Businesses
(R$ million) 09.30.2015 06.30.2015 09.30.2014 09.30.2015 06.30.2015 09.30.2014
Current Assets 19,744 19,482 18,329 7,497 7,041 6,998
Cash and Marketable Securities 5,414 6,811 6,601 2,667 2,408 2,884
Accounts Receivable 3,776 2,662 2,931 179 151 147
Credit Cards 1,230 172 317 57 39 47
Payment book 1,834 1,987 2,208 - - -
Sales Vouchers and Others 874 692 571 108 104 85
Allowance for Doubtful Accounts (370) (331) (325) (1) (1) (1)
Resulting from Commercial Agreements 208 142 160 15 9 15
Inventories 8,663 8,250 7,455 4,032 3,852 3,569
Recoverable Taxes 1,106 991 750 244 213 146
Noncurrent Assets for Sale 15 22 22 8 8 8
Dividends Receivable - 27 - - 19 -
Expenses in Advance and Other Accounts Receivables 770 719 570 367 390 245
Noncurrent Assets 22,713 22,155 20,899 15,877 15,624 15,663
Long-Term Assets 5,368 5,048 4,690 2,146 2,057 2,531
Accounts Receivables 89 78 96 - - -
Payment Book 99 87 105 - - -
Allowance for Doubtful Accounts (10) (9) (9) - - -
Inventories - - 172 - - 172
Recoverable Taxes 2,664 2,507 1,663 608 555 386
Deferred Income Tax and Social Contribution 568 500 861 79 84 339
Amounts Receivable from Related Parties 358 357 264 218 195 445
Judicial Deposits 1,023 945 912 593 578 522
Expenses in Advance and Others 667 661 723 648 644 667
Investments 504 482 393 329 313 339
Property and Equipment 10,192 10,023 9,396 8,634 8,482 8,028
Intangible Assets 6,649 6,602 6,419 4,768 4,771 4,766
TOTAL ASSETS 42,458 41,637 39,228 23,374 22,665 22,661
 
LIABILITIES
  Consolidated Food Businesses
  09.30.2015 06.30.2015 09.30.2014 09.30.2015 06.30.2015 09.30.2014
Current Liabilities 20,110 19,213 17,285 7,282 6,812 6,455
Suppliers 10,737 10,231 8,261 3,822 3,662 2,910
Loans and Financing 817 781 1,149 424 418 1,052
Payment Book (CDCI) 2,153 2,311 2,627 - - -
Debentures 1,276 1,681 1,850 1,276 1,260 1,031
Payroll and Related Charges 914 805 1,010 505 432 500
Taxes and Social Contribution Payable 768 684 733 198 166 222
Dividends Proposed 1 1 1 1 1 1
Financing for Purchase of Fixed Assets 64 72 31 64 72 31
Rents 103 92 65 69 69 65
Acquisition of Companies 71 77 72 70 77 72
Debt with Related Parties 1,647 1,286 318 277 316 363
Advertisement 62 78 63 32 34 24
Provision for Restructuring 8 8 3 7 6 3
Advanced Revenue 306 311 139 104 119 34
Others 1,181 795 964 432 180 148
Long-Term Liabilities 8,274 7,767 8,143 6,442 5,997 6,533
Loans and Financing 3,370 2,854 1,719 2,961 2,431 1,550
Payment Book (CDCI) 122 99 120 - - -
Debentures 897 897 2,097 897 897 2,097
Financing for Purchase of Assets 4 4 8 4 4 8
Acquisition of Companies - 62 54 - 62 54
Deferred Income Tax and Social Contribution 1,195 1,214 1,129 1,166 1,185 1,127
Tax Installments 580 587 954 580 587 915
Provision for Contingencies 1,395 1,310 1,153 769 760 580
Advanced Revenue 653 690 810 29 36 111
Others 59 51 98 36 35 91
Shareholders' Equity 14,074 14,657 13,801 9,650 9,857 9,673
Capital 6,806 6,805 6,789 4,842 4,708 5,062
Capital Reserves 300 291 265 300 291 265
Profit Reserves 3,454 3,714 3,181 3,454 3,714 3,181
Adjustment of Equity Valuation (93) (11) - (93) (11) -
Minority Interest 3,605 3,858 3,566 1,146 1,154 1,165
TOTAL LIABILITIES 42,458 41,637 39,228 23,374 22,665 22,661

 

38


 

 

INCOME STATEMENT

 
 

Consolidated

Food Businesses Multivarejo Assaí Via Varejo
 
R$ - Million 3Q15 3Q14 Δ 3Q15 3Q14 Δ 3Q15 3Q14 Δ 3Q15 3Q14 Δ 3Q15 3Q14 Δ
Gross Revenue (1) 17,856 17,356 2.9% 9,574 8,941 7.1% 6,794 6,675 1.8% 2,779 2,266 22.7% 4,615 5,964 -22.6%
Net Revenue (1) 16,061 15,649 2.6% 8,852 8,253 7.3% 6,287 6,156 2.1% 2,564 2,097 22.3% 4,077 5,280 -22.8%
Cost of Goods Sold (12,269) (11,608) 5.7% (6,713) (6,182) 8.6% (4,518) (4,377) 3.2% (2,195) (1,805) 21.6% (2,720) (3,531) -23.0%
Depreciation (Logistic) (34) (26) 30.6% (13) (12) 4.4% (12) (12) 1.9% (1) (1) 42.4% (15) (11) 31.9%
Gross Profit 3,758 4,015 -6.4% 2,126 2,058 3.3% 1,758 1,767 -0.5% 368 291 26.4% 1,343 1,738 -22.7%
Selling Expenses (2,695) (2,513) 7.2% (1,425) (1,293) 10.2% (1,190) (1,098) 8.3% (235) (194) 20.9% (1,050) (1,089) -3.5%
General and Administrative Expenses (442) (370) 19.6% (194) (190) 1.8% (161) (163) -1.2% (32) (27) 20.3% (117) (124) -5.6%
Equity Income 22 27 -18.4% 16 20 -20.9% 16 20 -20.9% - - n.a. 6 8 -27.9%
Other Operating Revenue (Expenses) (232) (18) 1199.3% (81) (15) 448.6% (80) (15) 446.3% (1) (0) 631.2% (119) (15) 709.0%
Total Operating Expenses (3,347) (2,874) 16.5% (1,684) (1,478) 14.0% (1,415) (1,256) 12.7% (269) (222) 21.3% (1,280) (1,219) 5.0%
Depreciation and Amortization (245) (207) 18.5% (172) (157) 9.2% (147) (138) 7.2% (24) (20) 23.0% (45) (35) 29.3%
Earnings before interest and Taxes - EBIT 166 934 -82.3% 270 423 -36.2% 195 373 -47.7% 75 50 50.3% 17 483 -96.4%
Financial Revenue 185 159 17.0% 81 73 10.5% 71 69 2.7% 10 4 139.9% 90 99 -9.8%
Financial Expenses (530) (536) -1.2% (286) (244) 17.0% (257) (225) 14.3% (29) (19) 47.8% (158) (247) -35.9%
Net Financial Result (344) (378) -8.8% (205) (171) 19.7% (186) (156) 19.4% (19) (15) 22.6% (69) (147) -53.5%
Income Before Income Tax (178) 557 n.a. 65 252 -74.1% 9 217 -95.9% 56 35 62.5% (51) 336 n.a.
Income Tax 57 (166) n.a. (21) (67) -69.1% (2) (55) -96.9% (19) (12) 56.2% 39 (112) n.a.
Net Income (Loss) - Company (122) 391 n.a. 44 185 -75.9% 7 162 -95.6% 37 22 65.9% (12) 224 n.a.
Minority Interest - Noncontrolling (115) 114 n.a. (7) (5) 35.3% (7) (5) 35.3% - - n.a. (7) 127 n.a.
Net Income (Loss) - Controlling Shareholders (7) 277 n.a. 51 190 -72.9% 14 167 -91.5% 37 22 65.9% (5) 97 n.a.
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 445 1,167 -61.9% 455 593 -23.3% 354 522 -32.2% 101 71 42.5% 77 529 -85.5%
Adjusted EBITDA (3) 677 1,185 -42.9% 536 608 -11.8% 434 537 -19.1% 102 71 44.1% 196 544 -64.0%
 
 
  Consolidated   Food Businesses   Multivarejo   Assaí   Via Varejo  
% of Net Revenue          
  3Q15 3Q14   3Q15 3Q14   3Q15 3Q14   3Q15 3Q14   3Q15 3Q14  
Gross Profit 23.4% 25.7%   24.0% 24.9%   28.0% 28.7%   14.4% 13.9%   32.9% 32.9%  
Selling Expenses 16.8% 16.1%   16.1% 15.7%   18.9% 17.8%   9.2% 9.3%   25.8% 20.6%  
General and Administrative Expenses 2.8% 2.4%   2.2% 2.3%   2.6% 2.7%   1.3% 1.3%   2.9% 2.4%  
Equity Income 0.1% 0.2%   0.2% 0.2%   0.3% 0.3%   0.0% 0.0%   0.1% 0.2%  
Other Operating Revenue (Expenses) 1.4% 0.1%   0.9% 0.2%   1.3% 0.2%   0.1% 0.0%   2.9% 0.3%  
Total Operating Expenses 20.8% 18.4%   19.0% 17.9%   22.5% 20.4%   10.5% 10.6%   31.4% 23.1%  
Depreciation and Amortization 1.5% 1.3%   1.9% 1.9%   2.3% 2.2%   1.0% 0.9%   1.1% 0.7%  
EBIT 1.0% 6.0%   3.1% 5.1%   3.1% 6.1%   2.9% 2.4%   0.4% 9.2%  
Net Financial Revenue (Expenses) 2.1% 2.4%   2.3% 2.1%   3.0% 2.5%   0.7% 0.7%   1.7% 2.8%  
Income Before Income Tax 1.1% 3.6%   0.7% 3.1%   0.1% 3.5%   2.2% 1.7%   1.3% 6.4%  
Income Tax 0.4% 1.1%   0.2% 0.8%   0.0% 0.9%   0.7% 0.6%   1.0% 2.1%  
Net Income - Company -0.8% 2.5%   0.5% 2.2%   0.1% 2.6%   1.5% 1.1%   -0.3% 4.3%  
Minority Interest - noncontrolling -0.7% 0.7%   -0.1% -0.1%   -0.1% -0.1%   0.0% 0.0%   -0.2% 2.4%  
Net Income - Controlling Shareholders(2) 0.0% 1.8%   0.6% 2.3%   0.2% 2.7%   1.5% 1.1%   -0.1% 1.8%  
EBITDA 2.8% 7.5%   5.1% 7.2%   5.6% 8.5%   3.9% 3.4%   1.9% 10.0%  
Adjusted EBITDA (3) 4.2% 7.6%   6.1% 7.4%   6.9% 8.7%   4.0% 3.4%   4.8% 10.3%  
(1) Includes revenue from the leasing of commercial galleries. Figures for prior periods were reclassified for comparison purposes.
(2)Net Income after noncontrolling shareholders
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

39


 

 

INCOME STATEMENT

 
 

Consolidated

Food Businesses Multivarejo Assaí Via Varejo
 
R$ - Million 9M15 9M14 Δ 9M15 9M14 Δ 9M15 9M14 Δ 9M15 9M14 Δ 9M15 9M14 Δ
Gross Revenue (1) 54,943 50,862 8.0% 28,913 27,007 7.1% 20,991 20,671 1.5% 7,922 6,336 25.0% 15,563 18,474 -15.8%
Net Revenue (1) 49,405 45,860 7.7% 26,721 24,923 7.2% 19,400 19,048 1.8% 7,321 5,874 24.6% 13,755 16,230 -15.3%
Cost of Goods Sold (37,569) (34,084) 10.2% (20,275) (18,799) 7.8% (13,977) (13,731) 1.8% (6,298) (5,069) 24.3% (9,184) (11,056) -16.9%
Depreciation (Logistic) (102) (77) 32.9% (42) (36) 14.5% (38) (34) 10.5% (3) (2) 90.3% (42) (31) 35.3%
Gross Profit 11,734 11,700 0.3% 6,404 6,087 5.2% 5,385 5,283 1.9% 1,019 804 26.8% 4,528 5,143 -12.0%
Selling Expenses (8,180) (7,396) 10.6% (4,321) (3,853) 12.2% (3,635) (3,304) 10.0% (686) (549) 25.0% (3,238) (3,280) -1.3%
General and Administrative Expenses (1,297) (1,039) 24.8% (557) (534) 4.4% (469) (467) 0.5% (88) (67) 31.1% (370) (376) -1.7%
Equity Income 84 76 10.4% 61 55 11.4% 61 55 11.4% - - n.a. 23 23 0.4%
Other Operating Revenue (Expenses) (385) (110) 248.7% (182) (107) 69.9% (184) (106) 72.5% 2 (0) n.a. (87) (15) 471.5%
Total Operating Expenses (9,778) (8,469) 15.5% (4,999) (4,438) 12.6% (4,227) (3,822) 10.6% (771) (616) 25.2% (3,672) (3,649) 0.6%
Depreciation and Amortization (716) (589) 21.5% (506) (466) 8.7% (435) (409) 6.5% (71) (57) 24.2% (132) (103) 28.3%
Earnings before interest and Taxes - EBIT 1,240 2,641 -53.1% 900 1,183 -24.0% 723 1,052 -31.3% 177 131 35.1% 724 1,392 -48.0%
Financial Revenue 637 491 29.6% 297 255 16.5% 280 243 15.3% 18 13 40.6% 267 269 -0.7%
Financial Expenses (1,676) (1,569) 6.8% (844) (701) 20.5% (768) (647) 18.6% (77) (53) 44.1% (611) (743) -17.7%
Net Financial Revenue (Expenses) (1,039) (1,078) -3.6% (547) (445) 22.8% (488) (405) 20.5% (59) (41) 45.2% (344) (474) -27.4%
Income Before Income Tax 201 1,563 -87.2% 353 738 -52.2% 235 647 -63.8% 118 90 30.6% 380 918 -58.6%
Income Tax (100) (476) -79.0% (88) (199) -55.6% (48) (168) -71.3% (40) (31) 28.4% (102) (310) -67.0%
Net Income - Company 101 1,087 -90.7% 264 539 -50.9% 187 480 -61.1% 78 59 31.7% 278 608 -54.3%
Minority Interest - Noncontrolling (145) 302 n.a. (14) (22) -35.6% (14) (22) -35.6% - - n.a. 157 344 -54.3%
Net Income - Controlling Shareholders(2) 245 785 -68.7% 278 561 -50.3% 201 502 -60.0% 78 59 31.7% 120 263 -54.3%
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 2,058 3,307 -37.8% 1,447 1,685 -14.1% 1,196 1,495 -20.0% 251 190 32.4% 898 1,526 -41.1%
Adjusted EBITDA (3) 2,443 3,418 -28.5% 1,629 1,792 -9.1% 1,380 1,602 -13.9% 249 190 31.0% 985 1,541 -36.1%
 
 
  Consolidated   Food Businesses   Multivarejo   Assaí   Via Varejo  
% Net Sales Revenue          
  9M15 9M14   9M15 9M14   9M15 9M14   9M15 9M14   9M15 9M14  
Gross Profit 23.8% 25.5%   24.0% 24.4%   27.8% 27.7%   13.9% 13.7%   32.9% 31.7%  
Selling Expenses 16.6% 16.1%   16.2% 15.5%   18.7% 17.3%   9.4% 9.3%   23.5% 20.2%  
General and Administrative Expenses 2.6% 2.3%   2.1% 2.1%   2.4% 2.5%   1.2% 1.1%   2.7% 2.3%  
Equity Income 0.2% 0.2%   0.2% 0.2%   0.3% 0.3%   0.0% 0.0%   0.2% 0.1%  
Other Operating Revenue (Expenses) 0.8% 0.2%   0.7% 0.4%   0.9% 0.6%   0.0% 0.0%   0.6% 0.1%  
Total Operating Expenses 19.8% 18.5%   18.7% 17.8%   21.8% 20.1%   10.5% 10.5%   26.7% 22.5%  
Depreciation and Amortization 1.4% 1.3%   1.9% 1.9%   2.2% 2.1%   1.0% 1.0%   1.0% 0.6%  
EBIT 2.5% 5.8%   3.4% 4.7%   3.7% 5.5%   2.4% 2.2%   5.3% 8.6%  
Net Financial Revenue (Expenses) 2.1% 2.3%   2.0% 1.8%   2.5% 2.1%   0.8% 0.7%   2.5% 2.9%  
Income Before Income Tax 0.4% 3.4%   1.3% 3.0%   1.2% 3.4%   1.6% 1.5%   2.8% 5.7%  
Income Tax 0.2% 1.0%   0.3% 0.8%   0.2% 0.9%   0.5% 0.5%   0.7% 1.9%  
Net Income - Company 0.2% 2.4%   1.0% 2.2%   1.0% 2.5%   1.1% 1.0%   2.0% 3.7%  
Minority Interest - noncontrolling -0.3% 0.7%   -0.1% -0.1%   -0.1% -0.1%   0.0% 0.0%   1.1% 2.1%  
Net Income - Controlling Shareholders(2) 0.5% 1.7%   1.0% 2.2%   1.0% 2.6%   1.1% 1.0%   0.9% 1.6%  
EBITDA 4.2% 7.2%   5.4% 6.8%   6.2% 7.9%   3.4% 3.2%   6.5% 9.4%  
Adjusted EBITDA (3) 4.9% 7.5%   6.1% 7.2%   7.1% 8.4%   3.4% 3.2%   7.2% 9.5%  
(1) Includes revenue from the leasing of commercial galleries. Figures for prior periods were reclassified for comparison purposes.
(2) Net Income after noncontrolling shareholders
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

40


 

 

STATEMENT OF CASH FLOW
   
(R$ million) Consolidated
  09.30.2015 09.30.2014
Net Income for the period 101 1,087
Adjustment for reconciliation of net income    
Deferred income tax 12 177
Gain on disposal of fixed assets 65 36
Depreciation and amortization 820 667
Interests and exchange variation 828 847
Adjustment to present value (4) (2)
Equity pickup (84) (76)
Provision for contingencies 151 118
Share-Based Compensation 22 32
Allowance for doubtful accounts 419 359
Provision for obsolescence/breakage (5) (1)
Deferred revenue (139) (25)
Other Operating Expenses 2 16
  2,188 3,235
Asset (Increase) decreases    
Financial Investments - 24
Accounts receivable (813) (478)
Inventories 180 (550)
Taxes recoverable (546) 53
Other Assets (297) (204)
Related parties (157) (96)
Restricted deposits for legal proceeding (117) (70)
  (1,750) (1,321)
Liability (Increase) decrease    
Suppliers (3,183) (1,407)
Payroll and charges 47 213
Taxes and Social contributions payable (224) (502)
Other Accounts Payable (172) (148)
Contingencies (217) (223)
Deferred revenue 43 201
  (3,706) (1,866)
Net cash generated from (used in) operating activities (3,268) 48
 
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES
 
  Consolidated
(R$ million) 09.30.2015 09.30.2014
Acquisition of property and equipment (1,170) (898)
Increase Intangible assets (326) (222)
Sales of property and equipment 57 47
Net cash from corporate reorganization - 204
Cash provided on sale of subisidiary 51 -
Net cash flow investment activities (1,388) (869)
 
Cash flow from financing activities    
Increase (decrease) of capital 14 25
Funding and refinancing 4,625 4,960
Payments (6,603) (5,634)
Dividend Payment (397) (222)
Accounts payable related to acquisition of Companies (74) (67)
Proceeds from stock offering, net of issue costs (4) (7)
Intercompany loans 1,187 -
Net cash generated from (used in) financing activities (1,252) (945)
 
Monetary variation over cash and cash equivalents 173 -
Increase (decrease) in cash and cash equivalents (5,735) (1,766)
 
Cash and cash equivalents at the beginning of the year 11,149 8,367
Cash and cash equivalents at the end of the year 5,414 6,601
Change in cash and cash equivalents (5,735) (1,766)

 

41


 

 

 

  BREAKDOWN OF GROSS SALES BY BUSINESS
 
(R$ million) 3Q15 % 3Q14 % Δ 9M15 % 9M14 % Δ
 
Pão de Açúcar 1,728 9.7% 1,610 9.3% 7.3% 5,160 9.4% 4,838 9.5% 6.6%
Extra Supermercado 1,117 6.3% 1,173 6.8% -4.8% 3,547 6.5% 3,677 7.2% -3.5%
Extra Hiper 3,122 17.5% 3,229 18.6% -3.3% 9,908 18.0% 10,224 20.1% -3.1%
Convenience Stores (1) 262 1.5% 173 1.0% 51.6% 721 1.3% 480 0.9% 50.2%
Assaí 2,779 15.6% 2,266 13.1% 22.7% 7,922 14.4% 6,336 12.5% 25.0%
Other Businesses (2) 566 3.2% 491 2.8% 15.4% 1,655 3.0% 1,451 2.9% 14.1%
Food Businesses 9,574 53.6% 8,941 51.5% 7.1% 28,913 52.6% 27,007 53.1% 7.1%
Pontofrio 943 5.3% 1,332 7.7% -29.2% 3,356 6.1% 4,262 8.4% -21.3%
Casas Bahia 3,672 20.6% 4,633 26.7% -20.7%   12,207 22.2% 14,212 27.9% -14.1%
Cnova 3,668 20.5% 2,451 14.1% 49.7%   10,467 19.1% 5,381 10.6% 94.5%
Non-Food Businesses 8,283 46.4% 8,415 48.5% -1.6%   26,030 47.4% 23,855 46.9% 9.1%
                       
Consolidated 17,856 100.0% 17,356 100.0% 2.9% 54,943 100.0% 50,862 100.0% 8.0%
(1) Includes M inimercado Extra and M inuto Pão de Açúcar sales.
(2) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

 

 

  BREAKDOWN OF NET SALES BY BUSINESS
 
(R$ million) 3Q15 % 3Q14 % Δ 9M15 % 9M14 % Δ
 
Pão de Açúcar 1,592 9.9% 1,478 9.4% 7.7% 4,749 9.6% 4,441 9.7% 6.9%
Extra Supermercado 1,053 6.6% 1,104 7.1% -4.6% 3,340 6.8% 3,460 7.5% -3.5%
Extra Hiper 2,843 17.7% 2,932 18.7% -3.0% 9,013 18.2% 9,275 20.2% -2.8%
Convenience Stores (1) 245 1.5% 162 1.0% 51.3% 676 1.4% 452 1.0% 49.6%
Assaí 2,564 16.0% 2,097 13.4% 22.3% 7,321 14.8% 5,874 12.8% 24.6%
Other Businesses (2) 555 3.5% 480 3.1% 15.6% 1,622 3.3% 1,421 3.1% 14.1%
Food Businesses 8,852 55.1% 8,253 52.7% 7.3% 26,721 54.1% 24,923 54.3% 7.2%
Pontofrio 828 5.2% 1,189 7.6% -30.4% 2,978 6.0% 3,756 8.2% -20.7%
Casas Bahia 3,250 20.2% 4,091 26.1% -20.6% 10,777 21.8% 12,474 27.2% -13.6%
Cnova 3,132 19.5% 2,116 13.5% 48.0% 8,930 18.1% 4,707 10.3% 89.7%
Non-Food Businesses 7,209 44.9% 7,396 47.3% -2.5% 22,685 45.9% 20,937 45.7% 8.3%
                     
Consolidated 16,061 100.0% 15,649 100.0% 2.6% 49,405 100.0% 45,860 100.0% 7.7%
(1) Includes M inimercado Extra and M inuto Pão de Açúcar sales.
(2) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

 

SALES BREAKDOWN (% of Net Sales)
 
  Consolidated (1) Food Businesses
  3Q15 3Q14 9M15 9M14 3Q15 3Q14 9M15 9M14
 
Cash 42.3% 41.0% 41.9% 41.6% 51.3% 52.2% 51.8% 52.6%
Credit Card 47.7% 48.7% 48.3% 48.5% 38.7% 38.7% 38.5% 38.6%
Food Voucher 6.1% 5.1% 5.8% 4.9% 9.9% 9.1% 9.7% 8.8%
Payment Book 3.9% 5.2% 4.0% 5.1% 0.0% 0.0% 0.0% 0.0%
(1) Does not include Cdiscount.

 

   (1) Does not include Cdiscount.

 

42


 

 

 

 

   

    STORE OPENINGS/CLOSINGS BY BANNER  
  06/30/2015 Opened Closed Converted 09/30/2015
 
Pão de Açúcar 180 4 - - 184
Extra Hiper 137 - - - 137
Extra Supermercado 204 - (5) - 199
Minimercado Extra 258 7 - (3) 262
Minuto Pão de Açucar 30 6 - 3 39
Assaí 87 1 - - 88
Other Business 239 - - - 239
Gas Station 82 - - - 82
Drugstores 157 - - - 157
Food Businesses 1,135 18 (5) - 1,148
Pontofrio 364 - (33) (30) 301
Casas Bahia 683 5 (3) 30 715
Consolidated 2,182 23 (41) - 2,164
 
Sales Area ('000 m2 )          

Food Businesses

1,772       1,780

Consolidated

2,892       2,880
 
# of employees ('000) (1) 151       142

 

                    (1) Does not include Cdiscount employees.

 

43


 

 

 

3Q15 Results Conference Call and Webcast
Friday, October 30, 2015
10:30 a.m. (Brasília) | 8:30 a.m. (New York) | 12:30 p.m. (London)

Conference call in Portuguese (original language)
+55 (11) 2188-0155

Conference call in English (simultaneous translation)
+1 (646) 843-6054

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

Replay
+55 (11) 2188-0400
Access code for Portuguese audio: GPA
Access code for English audio: GPA

http://www.gpari.com.br

 

 

  Investor Relations Contacts

 

GPA

Tel.: 55 (11) 3886-0421

Fax: 55 (11) 3884-2677

gpa.ri@gpabr.com

www.gpari.com.br

 

Via Varejo

Tel.: 55 (11) 4225-8668

Fax: 55 (11) 4225-9596

ri@viavarejo.com.br

www.viavarejo.com.br/ri

 

Cnova

Tel.: 33 (1) 5370-5590

investor@cnova.com

www.cnova.com/investor-relations


The individual and parent company interim financial statements are presented in accordance with IFRS and the accounting practices adopted in Brazil and refer to the third quarter of 2015 (3Q15), except where stated otherwise, with comparisons in relation to the prior-year period.

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

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

GPA adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. The IPCA in the 12 months ended September 2015 was 9.49%.

About GPA: GPA is Brazil’s largest retailer, with a distribution network of over 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it has its head office in the city and operations in 20 Brazilian states and the Federal District. With a strategy of focusing its decisions on the customer and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform with brick-and-mortar stores and e-commerce operations divided into five business units: Multivarejo, which operates the supermarket, hypermarket and neighborhood store formats, as well as fuel stations and drugstores, under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash & carry wholesale segment; Via Varejo, with brick-and-mortar electronics and home appliance stores under the Casas Bahia and Pontofrio banners; GPA Malls, which is responsible for managing the real estate assets, expansion projects and new store openings, and the e-commerce segment Cnova, which comprises the operations of Cnova Brasil, Cdiscount in France and their international websites.

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.

 

 

44


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.  Corporate information

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

The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”.

After August 19, 2015, the Company started to be indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), through a transaction with the holding companies of Casino Guichard Perrachon (“Casino”), which continue to be our indirect controller.

1.1.   Performance Commitment Agreement

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

 From the 74 stores, 32 were not sold. Therefore, in accordance with the PCA, these stores had its activities ceased between May and June, 2014, with the payment of R$12 penalty. According to CADE´s authorization, after 6 months closed, 16 stores were reopened in November 2014, in accordance with the PCA.

In relation to 42 stores remaining, they were all sold between October 2013 and January 2014, through direct sales to other companies and open auctions. Such sales were duly approved by CADE. From these 42 stores, 19 were not sold due to failed negotiations between some acquirers and building owners, resulting to the subsidiary Via Varejo a fine payment of R$ 7 to the CADE and loss in fixed assets of R$ 7; from the total stores 4 were closed and 15 still remain to be closed in next months.

The final step of the PCA is the transfer of 11 stores generating a gain of R$8 in the income statement of 2015.

The transfer of 12 stores is still in process of negotiation.This process has been monitored by CADE, which has been monitoring the fulfillment of the obligation taken in the PCA, having the Company subject to present the information required.

45

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.  Corporate information - Continued

1.2.   Arbitration request by Morzan

On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration, to idemnify Morzan Empreendimentos e Participações Ltda,, since both companies did not comply with the terms from the Share Purchase Agreement executed by the subsidiary Mandala Empreendimentos e Participações S.A., at June 8, 2009 (“Agreement”) for acquisition of 86,962,965 commom shares, representing 70.2421%of the total voting capital of Globex Utilidades S.A.  (currently Via Varejo S.A.).

The decision is still subject to clarifications with ICC. The estimated effect attributable to the Company on September 30, 2015 is R$ 212 and is recorded under caption “other payables”. See further details on note 26.4.

2.  Basis of preparation

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

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

Significant accounting policies adopted in the preparation of the individual and consolidated interim  financial information are consistent with those adopted and disclosed in note 4 to the annual financial statements for the year ended December 31, 2014 dated February 12, 2015 and, therefore, should be read in conjunction with those annual financial statements.

The interim financial information for the nine-month period ended September 30, 2015 was approved by the Board of Directors on October 29, 2015.

The Company has reclassified certain amounts in the statements of income and value added for the nine-month period ended September 30, 2014, presented for comparison purposes, to conform them to the reporting criteria adopted in the current period. The following reclassifications were made: 

46

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

2.  Basis of preparation - Continued

 

Parent Company

Balance at 9.30.2014

Published balance

GPA Malls galleries –

cost

Reclassified balance

Cost of sales and/or services

(11,636)

(25)

(11,661)

Gross profit

4,424

(25)

4,399

Operating income (expenses)

(3,078)

25

(3,054)

Selling expenses

(2,650)

25

(2,625)

 

 

Consolidated

Balance at 9.30.2014

Published balance

GPA Malls galleries – cost

Reclassified balance

Cost of goods sold and/or services

(34,125)

(35)

(34,160)

Gross profit

11,735

(35)

11,700

Operating income (expenses)

(9,093)

35

(9,059)

Selling expenses

(7,431)

35

(7,396)

       

 

 

2.1.   Statement of income: Costs with commercial galleries rental, which were previously recorded as recovery of selling expenses, were reclassified to "cost of goods sold and/or services sold" respectively due to an increase in the share of this activity in the Multivarejo segment and considering that the revenues of this activity is recorded as “sales from goods and/or services”, better presenting this activity in the Group’s financial statements. The Company’s management considers an appropriate procedure to adopt the current classification in order to allow comparability and a final classification of these costs.

2.2.   Statement of value added: According to the changes mentioned above, the line items that were changed in the statement of value added refer to cost of products, goods and services sold and materials, energy, outsourced services and other in the amounts of R$25 and R$35, parent company and consolidated, respectively.

47

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.     Basis of consolidation

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

3.1.   Interest in subsidiaries and associates:

 

Direct and indirect equity interests - %

 

9.30.2015

 

12.31.2014

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Subsidiaries

             

Novasoc Comercial Ltda. (“Novasoc”)

10.00

 

-

 

10.00

 

-

Sé Supermercado Ltda. (“Sé”)

100.00

 

-

 

100.00

 

-

Sendas Distribuidora S.A. (“Sendas)

100.00

 

-

 

100.00

 

-

Bellamar Empreend. e Participações Ltda. (“Bellamar”)

100.00

 

-

 

100.00

 

-

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

100.00

 

-

 

100.00

 

-

CBD Holland B.V. (“CBD Holland”)

100.00

 

-

 

100.00

 

-

CBD Panamá Trading Corp. (“CBD Panamá”)

-

 

100.00

 

-

 

100.00

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

68.86

 

31.14

 

68.86

 

31.14

Xantocarpa Participações Ltda. (“Xantocarpa”)

-

 

100.00

 

-

 

100.00

GPA 2 Empreed. e Participações Ltda. (“GPA 2”)

99.99

 

0.01

 

99.99

 

0.01

GPA Logística e Transporte Ltda. (“GPA Logística”)

100.00

 

-

 

100.00

 

-

Posto Ciara Ltda. (“Posto Ciara”)

100.00

 

-

 

100.00

 

-

Auto Posto Império Ltda. (“Posto Império”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Salim Maluf Ltda. (“Posto Duque Salim Maluf”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Santo André Ltda. (“Ponto Duque Santo André”)

100.00

 

-

 

100.00

 

-

Auto Posto Duque Lapa Ltda. (“Posto Duque Lapa”)

100.00

 

-

 

100.00

 

-

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

52.34

 

19.05

 

52.34

 

19.05

Luxco – Marneylectro S.A.R.L (antiga Jaipur Financial Markets S.A.R.L) (“Luxco”)

2.65

 

68.88

 

2.65

 

68.88

Dutchco - Marneylectro B.V (antiga Jaipur Financial Markets B.V) (“Dutchco”)

-

 

71.53

 

-

 

71.53

Cnova N.V (“Cnova Holanda”)

-

 

35.73

 

-

 

35.73

CNova Comércio Eletrônico S/A (”CNova Comércio Eletrônico”)

-

 

35.73

 

-

 

35.73

E-Hub Consult. Particip. e Com. S.A. (“E – Hub”)

-

 

35.73

 

-

 

35.73

Nova Experiência PontoCom S.A (“Nova Experiência”)

-

 

35.73

 

-

 

35.73

Cdiscount S.A (“CDiscount”)

-

 

35.73

 

-

 

35.73

Cnova Finança B.V (“Cnova Finança”)

-

 

35.73

 

-

 

35.73

Financière MSR S.A.S (“Financière”)

-

 

35.67

 

-

 

35.67

E-Trend SAS France (“E-Trend”)(***)

-

 

-

 

-

 

35.67

Cdiscount AS France (CDiscount AS”)

-

 

35.52

 

-

 

35.52

Cdiscount Afrique S.A.S (“CDiscount Afrique”)

-

 

35.67

 

-

 

35.67

CD Africa SAS (“CD Africa”)

-

 

30.32

 

-

 

30.32

Cdiscount International BV The Netherlands (“Cdiscount Internacional”)

-

 

35.67

 

-

 

35.67

C-Distribution Asia Pte. Ltd. Singapore (“C-Distribution Asia”)

-

 

21.40

 

-

 

21.40

CLatam AS Uruguay (“CLatam”)

-

 

24.97

 

-

 

24.97

Cdiscount Colombia S.A.S (“CDiscount Colombia”)

-

 

18.20

 

-

 

18.20

C Distribution Thailand Ltd. (“C Distribution Thailand”)

-

 

14.98

 

-

 

14.98

E-Cavi Ltd Hong Kong (“E-Cavi”)

-

 

17.12

 

-

 

17.12

Cdiscount Vietnam Co Ltd. (“CDiscount Vietnam”)

-

 

17.12

 

-

 

17.12

Cnova France SAS (“CNova France”)

-

 

35.73

 

-

 

35.73

Cdiscount Côte d'Ivoire SAS Ivory Coast (“CDiscount Côte”) (**)

-

 

30.32

 

-

 

-

Cdiscount Sénégal SAS (“CDiscount Sénégal”) (**)

-

 

30.32

 

-

 

-

Cdiscount Panama S.A. (“CDiscount Panama”) (**)

-

 

24.97

 

-

 

-

Cdiscount Cameroun SAS (“CDiscount Cameroun”) (**)

-

 

30.32

 

-

 

-

Ecdiscoc Comercializadora S.A.(Cdiscount Ecuador) (“Ecdiscoc Comercializadora”) (**)

-

 

24.96

 

-

 

-

Cdiscount Uruguay S.A. (“CDiscount Uruguay”) (**)

-

 

24.97

 

-

 

-

Monconerdeco.com (Cdiscount Moncorner Deco) (“Monconerdeco.com”) (**)

-

 

26.92

 

-

 

-

Cdiscount Moncorner (“CDiscount Moncorner”) (**)

-

 

35.52

 

-

 

-

3W SAS (“3W”) (**)

-

 

35.52

 

-

 

-

3W Santé SAS (“3W Santé”) (**)

-

 

32.86

 

-

 

-

 (*) Excluding  treasury shares

(**) Companies consolidated into e-commerce segment, located abroad

(***) The subsidiary Cdiscount sold 100% of its interest in the company E-trend to the controlling shareholder Casino by the amount of R$99, with net effect in income statemen t is R$2. The net sales this activity represent R$ 49 in the nine-month period ended September 30, 2015.

 

48

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

3.     Basis of consolidation Continued       

3.1.   Interest in subsidiaries and associates – Continued

 

Direct and indirect equity interests - %

 

9.30.2015

 

12.31.2014

Companies

Company

 

Indirect

interest

 

Company

 

Indirect

interest

Subsidiaries (continued)

             

Via Varejo S.A. (“Via Varejo”)

43.35

 

-

 

43.35

 

-

Indústria de Móveis Bartira Ltda. (“Bartira”)

-

 

43.35

 

-

 

43.35

VVLOG Logistica Ltda. (PontoCred Negócio de Varejo Ltda.) (“VVLOG Logística”)

-

 

43.35

 

-

 

43.35

Globex Adm e Serviços Ltda. (“Globex Adm”)

-

 

43.35

 

-

 

43.35

Lake Niassa Empreend. e Participações Ltda. (“Lake Niassa”)

-

 

43.35

 

-

 

43.35

Globex Adm. Consórcio Ltda. (“Globex Adm. Consórcio”)

-

 

43.35

 

-

 

43.35

               

Associates

             

Financeira Itaú CBD S/A Crédito, Financiamento e Investimento (“FIC”)

-

 

41.93

 

-

 

41.93

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

-

 

21.67

 

-

 

21.67

FIC Promotora de Vendas Ltda. (“FIC Promotora”)

-

 

41.93

 

-

 

41.93

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

3.2.   Associates – BINV and FIC

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

FIC’s summarized interim financial information is as follows:

 

FIC

 

9.30.2015

12.31.2014

 

 

Current assets

3,719

3,815

Noncurrent assets

42

35

Total assets

3,761

3,850

 

 

Current liabilities

2,688

2,963

Noncurrent liabilities

15

15

Shareholders’ equity

1,058

872

Total liabilities and shareholders’ equity

3,761

3,850

 

 

Statement of income:

9.30.2015

9.30.2014

Revenues

823

755

Operating income

291

285

Net income for the period

186

161

 

 

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

 

 

49

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

4.     Significant accounting policies

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

4.1.   Present value adjustment of assets and liabilities

Until 2014, the Company recorded the adjustment to present value (“PVA”) over the credit card receivables without interest, even considering that receivables were not long term (in average due in 4 months) and the impacts not significant on the short term. The reversal of the adjustment recorded was made in the net sales, once the financing to clients is part of the Company´s business. In 2015, the accounting practice of recording PVA over the short-term credit card receivables was discontinued, because of its immateriality on quarterly and annual financial statements, high cost to control and consequent irrelevance for understanding Company’s operation.These balances on December 31, 2014, were R$6.

 

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

4.2.   Net investment hedge

The net investment hedges in the foreign operations are accounted similarly to the cash flow hedges. The gains or losses in the hedge instrument related to the effective portion of the hedge are recognized in other comprehensive income in the line “Reserve of Foreign Currency Translation”. The gains or losses related to the ineffective portion are recognized in the income statement.

 

The gains and losses in the hedge instrument related to the effective portion  recognized in other comprehensive income are reclassified to the income statements in the moment of the sale of the foreign operation.

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

With the exception of the item mentioned below, the adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements.

In 2015, the Company began to apply the annual improvements to the IFRSs referring to the 2010-2012 and 2011-2013 Cycles issued by the IASB, which are effective for accounting periods beginning on or after July 1, 2014. The application of these improvements did not have impacts on the disclosures or on the Company’s individual and consolidated interim financial information.

50

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

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

 

The significant assumptions and estimates for interim financial information for the nine-month period ended September 30, 2015 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements, except for the impairment test, as described in notes 15 and 16.

7.        Cash and cash equivalents

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

 

 

Parent Company

 

Consolidated

 

Rate

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

         

Cash and banks - Brazil

 

68

131

 

172

384

Cash and banks - Abroad

(*)

-

-

 

342

368

Financial investments - Brazil

(**)

1,676

2,792

 

4,781

9,761

Financial investments - Abroad

1%

-

-

 

119

636

   

1,744

2,923

 

5,414

11,149

 

(*)From  the total cash and banks of R$ 265, R$ 29, is deposited in Panama in United States dollars.The other part and financial investments – abroad, in euros,  are from the companies of e-commerce segment, located abroad.

(**) Financial investments as at September 30, 2015 refer substantially to repurchase agreements, yielding a weighted average rate equivalent to 101.58% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days as of investment date.

8.       Trade receivables

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

 

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

     

Credit card companies (note 8.1)

31

57

 

1,230

220

Sales vouchers

47

75

 

185

169

Consumer finance - CDCI (note 8.2)

-

-

 

1,834

2,268

Trade receivable from cash and carry customers

-

-

 

408

317

Private label credit card

18

20

 

18

20

Receivables from related parties (note 12.2)

84

115

 

66

28

Estimated loss on doubtful accounts (note 8.3)

-

-

 

(370)

(340)

Receivables from suppliers

12

36

 

208

256

Other trade receivables from customers

1

2

 

197

272

Current

193

305

 

3,776

3,210

           

Consumer finance – CDCI (note 8.2)

-

-

 

99

115

Estimated losses on doubtful accounts (note 8.3)

-

-

 

(10)

(10)

Noncurrent

-

-

 

89

105

 

193

305

 

3,865

3,315

 

51

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

8.    Trade receivables – Continued

8.1.   Credit card companies

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

8.2.   Consumer finance– CDCI – Via Varejo

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

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

8.3.   Estimated losses on doubtful accounts

 

 
 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

 

 

 

 

 

At the beginning of the period

-

(3)

 

(350)

(239)

Loss/reversal in the period

-

3

 

(419)

(359)

Write-off of receivables

-

-

 

423

348

Corporate restructuring (*)

-

-

 

-

(83)

Exchange rate changes

-

-

 

(34)

(2)

At the end of the period

-

-

 

(380)

(335)

           

Current

-

-

 

(370)

(325)

Noncurrent

-

-

 

(10)

(10)

          (*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

Below is the aging list of consolidated gross receivables, by maturity period:

 

 

 

Past-due receivables – Consolidated

 

Total

Falling due

<30 days

30-60 days

61-90 days

>90 days

 

 

 

 

 

 

9.30.2015

4,245

3,451

232

129

108

325

12.31.2014

3,665

3,229

141

60

39

196

 

52

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

9.      Other receivables

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

 

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

     

 

 

 

Receivables from sale of fixed assets

21

11

 

59

45

Supplier receivables

-

-

 

26

30

Advances to suppliers

-

-

 

-

11

Rental advances

11

14

 

12

14

Receivables from Audax

6

7

 

12

13

Amounts to be reimbursed

38

29

 

162

145

Rental receivable

57

38

 

79

51

Receivable from Paes Mendonça

-

-

 

532

532

Receivable from sale of companies

52

54

 

52

54

Other

10

4

 

124

36

 

195

157

 

1,058

931

           

Current

124

75

 

430

295

Noncurrent

71

82

 

628

636

10.    Inventories

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

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

 

 

Stores

1,417

1,510

 

3,755

4,089

Distribution centers

976

987

 

4,826

4,402

Real estate inventories under construction

-

-

 

165

172

Estimated losses on obsolescence and breakage (note 10.1)

(9)

(10)

 

(83)

(86)

 

2,384

2,487

 

8,663

8,577

         

Current

2,384

2,487

 

8,663

8,405

Noncurrent

-

-

 

-

172

10.1.Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

At the beginning of the period

(10)

(12)

 

(86)

(52)

Additions

(5)

(3)

 

(48)

(17)

Write-offs / reversal

6

10

 

53

18

Corporate restructuring (*)

-

-

 

-

(7)

Exchange rate changes

-

-

 

(2)

-

At the end of the period

(9)

(5)

 

(83)

(58)

 

(*) Corporate restructuring details were presented in the interim financial information on September 30, 2014, in note 13b.

The noncurrent inventories amount was reclassified to current considering the delivering date of real estate (projects Thera Faria Lima Pinheiros, Figue, Classic and Carpe Diem).

53

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

11.    Recoverable taxes

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

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Current

 

 

     

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

63

90

 

661

591

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

6

9

 

84

54

Income tax on Financial investments

19

3

 

38

20

Income tax and Social Contribution

19

3

 

70

12

Social Security Contribution - INSS

18

-

 

36

-

Value-Added Tax - France

-

-

 

93

85

Other

-

-

 

124

46

Total current

125

105

 

1,106

808

           

Noncurrent

         

ICMS (note 11.1)

421

319

 

2,115

1,681

PIS/COFINS

-

-

 

345

308

Social Security Contribution- INSS

121

73

 

204

147

Total noncurrent

542

392

 

2,664

2,136

Total

667

497

 

3,770

2,944

 

11.1.ICMS is expected to be realized as follows:

In

Parent Company

Consolidated

 

 

 

Up to one year

63

661

2016

68

219

2017

69

643

2018

72

560

2019

71

372

2020

110

153

After 2021

31

168

 

484

2,776

 

Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2014 including changes occurred in the nine-month period ended September 30, 2015. It was not identified the need to record a provision for losses of the ICMS balances.

54

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.    Related parties

12.1.Management and Support Commitees compensation

The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support committees) recorded in the Company’s statement of income for the periods ended September 30, 2015 and 2014, were as follows:

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Board of directors (*)

3

3

 

-

-

 

-

-

 

3

3

Executive officers

18

44

 

18

15

 

4

4

 

40

63

 

21

47

 

18

15

 

4

4

 

43

66

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

 

55

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties.

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

 

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholders

                                       

Casino

-

-

 

-

-

 

3

2

 

41

19

 

-

-

 

-

-

 

(68)

(18)

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(1)

(3)

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

2

1

 

-

-

 

-

-

 

(5)

-

Subsidiaries

                                       

Novasoc Comercial

-

-

 

2

-

 

-

-

 

-

-

 

-

114

 

-

2

 

1

3

Sé Supermecados

41

52

 

-

-

 

2

3

 

1,460

1,417

 

348

215

 

4

2

 

18

6

Sendas Distribuidora

42

60

 

28

182

 

22

39

 

-

-

 

259

261

 

176

188

 

84

31

Barcelona

1

2

 

14

17

 

4

9

 

-

-

 

-

-

 

-

-

 

-

-

Via Varejo

-

-

 

1

-

 

1

2

 

215

299

 

-

-

 

-

-

 

(76)

(119)

VVLOG Logística

-

-

 

-

-

 

-

-

 

1

1

 

-

-

 

-

-

 

-

1

Nova Pontocom

-

-

 

163

123

 

-

-

 

-

2

 

-

-

 

-

-

 

33

32

Xantocarpa

-

-

 

10

1

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

GPA M&P

-

-

 

4

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

GPA Logistica

-

-

 

22

23

 

15

20

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Salim Maluf

-

-

 

5

4

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Santo André

-

-

 

2

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Império

-

-

 

4

3

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Lapa

-

-

 

2

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Ciara

-

-

 

2

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Bellamar

-

-

 

-

-

 

-

-

 

19

-

 

-

-

 

-

-

 

-

-

Others

-

1

 

-

-

 

-

-

 

3

1

 

-

-

 

-

-

 

-

-

Subtotal

84

115

 

259

358

 

48

76

 

1,741

1,740

 

607

590

 

180

192

 

(14)

(67)

 

56

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties - Continued

 

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Associates

                                       

FIC

-

-

 

5

-

 

5

7

 

-

11

 

-

-

 

-

-

 

28

14

Other related parties

                                       

Management of Nova Pontocom

-

-

 

36

39

 

-

-

 

-

-

 

-

-

 

-

-

 

3

2

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(5)

(3)

Greenyellow do Brasil Energia e Serviços Ltda

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

2

-

Others

-

-

 

5

1

 

-

-

 

-

-

 

-

-

 

-

-

 

(3)

-

Subtotal

-

-

 

46

40

 

5

7

 

-

11

 

-

-

 

-

-

 

25

13

Total

84

115

 

305

398

 

53

83

 

1,741

1,751

 

607

590

 

180

192

 

11

(54)

 

57

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.2.Balances and transactions with related parties – Continued

 

 

 

Consolidated

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Revenues
(expenses)

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Controlling shareholder

                           

Casino

22

-

 

-

-

 

51

2

 

104

104

 

(87)

(18)

Distribution Casino France

16

-

 

-

-

 

37

-

 

-

-

 

54

(3)

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Almacenes Exito S.A. (Exito)

-

28

 

-

-

 

46

-

 

-

4

 

(35)

-

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

2

1

 

(5)

-

Casino subsidiaries (note 12.3)

                           

Casino France - Cash Pool

-

-

 

-

-

 

-

-

 

-

50

 

-

-

Casino Finance International S.A. (Polca Empréstimos) (i)

-

-

 

-

-

 

-

-

 

1,502

12

 

(4)

-

C´est chez vous Societé en Nom Collectif

5

-

 

-

-

 

44

26

 

-

26

 

(44)

-

EMC Distribution Societé par Actions Simplifiée

-

-

 

-

-

 

53

-

 

-

15

 

(129)

-

Easydis Societé par Actions Simplifiée

-

-

 

-

-

 

114

55

 

-

-

 

(130)

-

Big C Supercenter S.A.

-

-

 

-

-

 

2

-

 

30

-

 

(7)

-

Others

23

-

 

1

-

 

6

-

 

9

9

 

48

-

Associates

                           

FIC

-

-

 

14

8

 

6

9

 

-

14

 

19

9

Other related parties

                           

Casas Bahia Comercial Ltda

-

-

 

302

263

 

-

-

 

-

26

 

-

-

Management Nova Pontocom

-

-

 

36

38

 

-

-

 

-

-

 

-

-

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Viaw Consultoria Ltda

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Others

-

-

 

5

4

 

-

-

 

-

-

 

-

-

Total

66

28

 

358

313

 

359

92

 

1,647

261

 

(320)

(12)

 

58

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

12.  Related parties – Continued

12.3.Balances with Casino Group companies:

(i)     Polca: Casino Group entity that has a cash centralization agreement, in Euros, with Cdiscount Group entities. This balance yields EONIA (Euro Overnight Index Average), plus 0.5% per year.

 

12.4.Operation with subsidiary Via Varejo:

The Company is the guarantor of Via Varejo subsidiary in certain finance agreements, rents and in a rendering services agreement, also reimbursement of personal expenses, loan transaction and rent.

59

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

13.  Investments

 

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

13.1.Breakdown of investments

 

Parent Company

Sendas

Novasoc

Via Varejo

Nova Pontocom

NCB (*)

Barcelona

Bellamar

GPA M&P

API SPE

Others

Total

Balances at 12.31.2014

2,806

1,709

144

1,890

158

507

690

286

178

-

23

8,391

Share of profit of associates

17

92

(5)

80

(107)

(9)

44

61

10

-

5

188

Dividends

-

(503)

-

-

-

-

-

-

(76)

-

-

(579)

Stock option

-

-

-

3

-

-

3

-

1

-

-

7

Other transactions (**)

-

-

 

-

(60)

-

-

-

-

-

-

9

Transfer to negative equity

-

-

-

(24)

(9

-

-

-

-

-

(3)

(87)

Balances at 9.30.2015

2,823

1,298

139

1,949

-

498

737

347

113

-

25

7,929

                         

Balances at 12.31.2013

2,785

1,551

127

1,560

26

475

741

233

154

16

106

7,774

Share of profit of associates

6

76

4

253

(26)

36

39

55

(2)

-

3

444

Stock option

-

-

-

-

-

-

1

-

-

-

-

1

Other transactions

-

-

-

(2)

(6)

-

-

-

-

-

(1)

(9)

Balances at 9.30.2014

2,791

1,627

131

1,811

(6)

511

781

288

152

16

108

8,210

 

(*)    In the case of NCB, the investment amount refers to the effects of the fair value measurements of the business combination of Casas Bahia occurred in 2010. For Via Varejo, the fair value effects were considered together with the accounting investment held in this subsidiary.

 

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

 

60

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

13.  Investments – Continued

13.1.Breakdown of investments – Continued

 

Consolidated

 
 

FIC

BINV

Other

Foreign entities

Total

Balances at 12.31.2014

373

21

7

-

401

Share of profit(loss) of subsidiaries and associates

85

(1)

-

-

84

Write-offs

-

-

(7)

-

(7)

Exchange rate changes

-

-

1

-

1

Balances at 9.30.2015

458

20

1

-

479

           

Balances at 12.31.2013

290

19

1

-

310

Share of profit(loss) of subsidiaries and associates

76

1

-

(1)

76

Corporate restructuring(*)

-

-

-

8

8

Others

-

-

-

(1)

(1)

Balances at 9.30.2014

366

20

1

6

393

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

14.  Business combination

The detailed information on business combination was presented in the annual financial statements for 2014, in note 14.There were no business combination for the nine-month period ended September 30, 2015.

 

61

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

15.  Property and equipment

 

Parent Company

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Balance at 9.30.2015

Land

1,213

9

-

(7)

5

1,220

Buildings

1,853

3

(45)

(1)

-

1,810

Leasehold improvements

1,635

7

(97)

(14)

207

1,738

Machinery and equipment

806

158

(108)

(8)

-

848

Facilities

161

10

(13)

(1)

7

164

Furniture and fixtures

312

71

(35)

(2)

1

347

Vehicles

17

4

(2)

(16)

-

3

Construction in progress

65

232

-

-

(221)

76

Others

38

19

(11)

-

(3)

43

Total

6,100

513

(311)

(49)

(4)

6,249

             

Finance lease

           

IT equipment

7

5

(3)

-

-

9

Buildings

18

-

(1)

-

-

17

 

25

5

(4)

-

-

26

Total

6,125

518

(315)

(49)

(4)

6,275

 

 

Parent Company

 

Balance at 12.31.2013

Additions

Depreciation

Write-offs

Transfers

Balance at 9.30.2014

Land

1,198

-

-

-

-

1,198

Buildings

1,929

2

(45)

(1)

-

1,885

Leasehold improvements

1,514

3

(82)

(7)

190

1,618

Machinery and equipment

766

119

(103)

(10)

2

774

Facilities

156

8

(12)

(2)

8

158

Furniture and fixtures

293

32

(31)

(4)

-

290

Vehicles

18

6

(4)

(4)

-

16

Construction in progress

131

128

-

(1)

(198)

60

Other

38

7

(10)

-

(2)

33

Total

6,043

305

(287)

(29)

-

6,032

             

Finance lease

           

IT equipment

12

-

(2)

-

-

10

Buildings

20

-

(1)

-

-

19

 

32

-

(3)

-

-

29

Total

6,075

305

(290)

(29)

-

6,061

 

62

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

15.  Property and equipment - Continued

 

Parent Company

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,220

-

1,220

 

1,213

-

1,213

Buildings

2,756

(946)

1,810

 

2,754

(901)

1,853

Leasehold improvements

3,046

(1,308)

1,738

 

2,873

(1,238)

1,635

Machinery and equipment

1,922

(1,074)

848

 

1,842

(1,036)

806

Facilities

389

(225)

164

 

384

(223)

161

Furniture and fixtures

781

(434)

347

 

721

(409)

312

Vehicles

9

(6)

3

 

27

(10)

17

Construction in progress

76

-

76

 

65

-

65

Others

119

(76)

43

 

105

(67)

38

 

10,318

(4,069)

6,249

 

9,984

(3,884)

6,100

               

Finance lease

             

IT equipment

38

(29)

9

 

32

(25)

7

Buildings

34

(17)

17

 

34

(16)

18

 

72

(46)

26

 

66

(41)

25

Total

10,390

(4,115)

6,275

 

10,050

(3,925)

6,125

 

63

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

15.  Property and equipment - Continued

 

Consolidated

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Exchange rate changes

Balance at 9.30.2015

Land

1,449

9

-

(7)

6

-

1,457

Buildings

2,047

27

(50)

(1)

-

-

2,023

Leasehold improvements

3,182

212

(176)

(27)

356

-

3,547

Machinery and equipment

1,605

276

(227)

(10)

20

2

1,666

Facilities

381

43

(32)

(1)

16

6

413

Furniture and fixtures

601

130

(66)

(5)

9

5

674

Vehicles

121

7

(9)

(33)

-

-

86

Construction in progress

166

403

-

(2)

(409)

1

159

Others

73

41

(22)

(2)

(1)

(1)

88

Total

9,625

1,148

(582)

(88)

(3)

13

10,113

             

Finance lease

             

Equipment

16

-

(2)

-

-

-

14

Hardware

26

24

(15)

-

1

-

36

Facilities

1

-

-

-

-

-

1

Furniture and fixtures

7

-

(1)

-

-

-

6

Vehicles

1

-

-

(1)

-

-

-

Buildings

23

-

(1)

-

-

-

22

 

74

24

(19)

(1)

1

-

79

Total

9,699

1,172

(601)

(89)

(2)

13

10,192

 

 

Consolidated

   
 

Balance at 12.31.2013

Additions

Depreciation

Corporate Restructuring(*)

Write-offs

Transfers

Exchange rate changes

Balance at 9.30.2014

Land

1,412

31

-

-

-

-

-

1,443

Buildings

2,017

17

(49)

1

(1)

63

-

2,048

Leasehold improvements

2,787

166

(146)

-

(9)

212

-

3,010

Machinery and equipment

1,446

229

(203)

2

(16)

55

-

1,513

Facilities

326

45

(27)

15

(2)

12

-

369

Furniture and fixtures

526

72

(53)

12

(4)

(1)

1

553

Vehicles

166

10

(13)

-

(32)

-

-

131

Construction in progress

209

318

-

2

(2)

(340)

-

187

Other

67

14

(18)

-

-

(1)

-

62

Total

8,956

902

(509)

32

(66)

-

1

9,316

                 

Finance lease

               

Equipment

20

-

(2)

-

-

-

-

18

IT equipment

43

-

(13)

-

-

2

-

32

Facilities

1

-

-

-

-

-

-

1

Furniture and fixtures

8

-

(1)

-

(1)

-

-

6

Vehicles

1

-

(1)

-

-

-

-

-

Buildings

24

-

(1)

-

-

-

-

23

 

97

-

(18)

-

(1)

2

-

80

Total

9,053

902

(527)

32

(67)

2

1

9,396

 

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

64

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

15.    Property and equipment – Continued

 

Consolidated

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,457

-

1,457

 

1,449

-

1,449

Buildings

3,040

(1,017)

2,023

 

3,013

(966)

2,047

Leasehold improvements

5,366

(1,819)

3,547

 

4,929

(1,747)

3,182

Machinery and equipment

3,387

(1,721)

1,666

 

3,191

(1,586)

1,605

Facilities

775

(362)

413

 

722

(341)

381

Furniture and fixtures

1,304

(630)

674

 

1,171

(570)

601

Vehicles

122

(36)

86

 

179

(58)

121

Construction in progress

159

-

159

 

166

-

166

Others

207

(119)

88

 

188

(115)

73

 

15,817

(5,704)

10,113

 

15,008

(5,383)

9,625

               

Finance lease

             

Equipment

36

(22)

14

 

36

(20)

16

Hardware

199

(163)

36

 

174

(148)

26

Facilities

2

(1)

1

 

2

(1)

1

Furniture and fixtures

15

(9)

6

 

15

(8)

7

Vehicles

-

-

-

 

2

(1)

1

Buildings

43

(21)

22

 

44

(21)

23

 

295

(216)

79

 

273

(199)

74

Total

16,112

(5,920)

10,192

 

15,281

(5,582)

9,699

15.1.   Capitalized borrowing costs

The consolidated borrowing costs for the nine-month period ended September 30, 2015 were R$15 (R$9 for the nine-month period ended September 30, 2014). The rate used to determine the borrowing costs eligible for capitalization was 104.76% of the CDI (105 % of the CDI for the period ended September 30, 2014), corresponding to the effective interest rate on the Company’s borrowings.

15.2.   Additions to property and equipment

 

Parent Company

Consolidated

 

9.30.2015

9.30.2014

9.30.2015

9.30.2014

       

Additions

518

305

1,172

902

Finance lease

(5)

-

(24)

-

Capitalized interest

(6)

(4)

(15)

(8)

Property and equipment financing - Additions

(450)

(35)

(558)

(58)

Property and equipment financing - Payments

479

46

595

62

Total

536

312

1,170

898

15.3.   Other information

As at September 30, 2015, the Company and its subsidiaries recorded in cost of sales and services the amount of R$33 (R$30 as at September 30, 2014) in parent company and R$97 (R$77 as at September 30, 2014) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

 

65

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

15.    Property and equipment – Continued

15.1.   Other information - continued

Considering that economic downturn appoints to non-realization of property and equipment, the Company reviewed the impairment test conducted in December 31, 2014 using current premises on September 30, 2015 base date.The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.

16.    Intangible assets

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

 

Parent company

 

Balance at 12.31.2014

Additions

Amortization

Balance at 9.30.2015

Goodwill - home appliances

179

-

-

179

Goodwill - retail

394

-

-

394

Commercial rigths - retail

43

-

-

43

Software and implementation

579

84

(74)

589

Software – capital leasing

-

10

-

10

Total

1,195

94

(74)

1,215

 

 

 

Parent company

 

Balance at 12.31.2013

Additions

Amortization

Balance at 9.30.2014

Goodwill - home appliances

179

-

-

179

Goodwill - retail

355

-

-

355

Commercial rigths - retail

42

1

-

43

Software and implementation

551

86

(61)

576

Total

1,127

87

(61)

1,153

 

 

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

               

Goodwill - home appliances

179

-

179

 

179

-

179

Goodwill - retail

1,113

(719)

394

 

1,113

(719)

394

Commercial rights - retail

43

-

43

 

43

-

43

Software and implementation

1,027

(438)

589

 

943

(364)

579

Software - capital leasing

10

-

10

 

-

-

-

 

2,372

(1,157)

1,215

 

2,278

(1,083)

1,195

 

66

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

16.  Intangible assets – Continued

 

Balance at 12.31.2014

Additions

Amortization

Write-off

Transfers

Corporate restructuring(*)

Exchange rate changes

Balance at 9.30.2015

Goodwill - cash and carry

362

-

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

-

747

Goodwill - e-commerce

254

-

-

-

(3)

(96)

98

253

Brand - cash and carry

39

-

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

-

2,061

Brand - e-commerce

30

1

-

-

1

(22)

12

22

Commercial rights - home appliances

574

-

(4)

-

-

-

-

570

Commercial rights - retail

46

-

-

-

-

-

1

47

Commercial rights - cash and carry

34

-

-

-

-

-

-

34

Costumer relationship - home appliances

2

-

(1)

-

-

-

(1)

-

Lease agreement – under advantageous condition - NCB

97

-

(21)

-

-

-

-

76

Contractual Rights

179

-

(23)

-

-

-

-

156

Software

1,012

235

(160)

(33)

57

-

65

1,176

Software capital leasing

91

10

(8)

-

-

-

-

93

Other

47

87

(2)

-

(57)

(8)

26

93

Total

6,495

333

(219)

(33)

(2)

(126)

201

6,649

(*) See note 3.1

 

 

Consolidated

 

Balance at 12.31.2013

Additions

Amortization

Write-off

Transfers

Corporate restructuring(**)

Exchange rate changes

Balance at 9.30.2014

Goodwill - cash and carry

362

-

-

-

-

-

-

362

Goodwill - home appliances

896

-

-

-

-

-

-

896

Goodwill - retail

747

-

-

-

-

-

-

747

Goodwill - e-commerce

-

-

-

-

-

236

5

241

Brand - cash and carry

39

-

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

-

2,061

Brand - e-commerce

-

-

-

-

-

11

-

11

Commercial rights - home appliances

577

-

(5)

-

-

-

-

572

Commercial rights - retail

43

1

-

-

1

-

-

45

Commercial rights - cash and carry

29

5

-

-

-

-

-

34

Costumer relationship - home appliances

6

-

(3)

-

-

-

-

3

Lease agreement – under advantageous condition

138

-

(31)

-

-

-

-

107

Contractual rights

-

186

-

-

-

-

-

186

Software

727

184

(93)

(2)

1

197

4

1,018

Softwares capital leasing

77

26

(8)

-

-

-

-

95

Others

-

-

-

-

-

2

-

2

Total

5,702

402

(140)

(2)

2

446

9

6,419

 (**) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

67

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

16.  Intangible assets – Continued

 

Balance at 9.30.2015

 

Balance at 12.31.2014

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

             

Goodwill - cash and carry

371

(9)

362

 

371

(9)

362

Goodwill - home appliances

920

-

920

 

920

-

920

Goodwill - retail

1,848

(1,101)

747

 

1,848

(1,101)

747

Goodwill - e-commerce

253

-

253

 

254

-

254

Brand - cash and carry

39

-

39

 

39

-

39

Brand - home appliances

2,061

-

2,061

 

2,061

-

2,061

Brand - e-commerce

22

-

22

 

30

-

30

Commercial rights - home appliances

639

(69)

570

 

637

(63)

574

Commercial rights - retail

47

-

47

 

46

-

46

Commercial rights - cash and carry

34

-

34

 

34

-

34

Costumer relationship - home appliances

34

(34)

-

 

34

(32)

2

Lease agreement under advantageous condition - NCB

290

(214)

76

 

292

(195)

97

Contractual Rights

186

(30)

156

 

186

(7)

179

Software

1,968

(792)

1,176

 

1,621

(609)

1,012

Software capital leasing

122

(29)

93

 

112

(21)

91

Other

109

(16)

93

 

58

(11)

47

 

8,943

(2,294)

6,649

 

8,543

(2,048)

6,495

16.1.Impairment testing of goodwill and intangible assets

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

 

Considering that economic downturn appoints to non-realization of goodwill, the Company reviewed the impairment test conducted in 2014 using current premises on September 30, 2015 base date. The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.

 

16.2.Additions to intangible assets

 

Parent Company

Consolidated

 

9.30.2015

09.30.2014

9.30.2015

09.30.2014

       

Additions

94

87

333

403

Contractual rights

-

-

-

(186)

Finance lease

(9)

-

(10)

-

Intangible assets financing - Additions

(3)

-

(3)

-

Intangible assets financing - Payments

6

5

6

5

Total

88

92

326

222

 

68

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

17.    Trade payables

The detailed information on trade payables was presented in the annual financial statements for 2014, in note 17.

 

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Product suppliers

2,481

3,606

 

10,102

13,437

Service suppliers

122

114

 

1,146

775

Rebates

(269)

(540)

 

(511)

(890)

 

2,334

3,180

 

10,737

13,322

 

18.    Borrowings and financing

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

18.1.Debt breakdown

 

 
 

 

Parent Company

Consolidated

 

Average rate

9.30.2015

12.31.2014

9.30.2015

12.31.2014

           

Current

         

Debentures

         

Debentures, net (note 18.4)

 

1,276

2,052

1,276

2,672

           

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.60 per year

82

82

82

89

BNDES (note 18.5)

3.69% per year

9

8

15

14

IBM

CDI(**) - 0.71% per year

-

-

39

34

Working capital

102.48% of CDI

108

481

107

753

Working capital

14.58% per year

-

213

2,154

2,953

Working capital

TR(***) + 9.91% per year

-

-

4

-

Sale of receivables

109.00% of CDI

-

-

21

-

Finance lease

 

30

25

43

34

Swap contracts (note 18.6)

102.00% of CDI

-

(12)

-

(12)

Borrowing cost

 

(2)

(2)

(3)

(3)

   

227

795

2,462

3,862

Foreign currency

         

Working capital (i)

USD + 1.76% per year

284

43

705

56

Swap contracts (note 18.6)

102.49% of CDI

(110)

5

(196)

4

Borrowing cost

 

-

-

-

-

   

174

48

509

60

Total current

 

1,677

2,895

4,247

6,594

 

 

69

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

18.  Borrowings and financing – Continued

18.1.Debt breakdown – Continued

 

 

Parent Company

Consolidated

Noncurrent

Weighted average rate

9.30.2015

12.31.2014

9.30.2015

12.31.2014

         

Debentures

         

Debentures, net (note 18.4)

 

897

896

897

896

         

Borrowings and financing

         

Local currency

         

BNDES (note 18.5)

TJLP(*) + 3.60 per year

20

82

20

82

BNDES (note 18.5)

2.92% per year

10

14

56

57

IBM

CDI(*) - 0.71% per year

-

-

53

74

Working capital

13.88% per year

-

-

122

136

Working capital

106.29% of CDI

947

874

1,093

1,006

Working capital

TR(*) + 9.92 % per year

-

-

128

21

Finance lease

 

122

131

230

229

Swap contracts

101.26% of CDI

-

-

1

-

Borrowing cost

 

(3)

(5)

(7)

(6)

   

1,096

1,096

1,696

1,599

Foreign currency

         

Working capital (i)

USD + 1.89% per year

1,609

669

2,288

669

Swap contracts (note 18.6)

102.08% of CDI

(355)

(30)

(492)

(30)

   

1,254

639

1,796

639

Total noncurrent

 

3,247

2,631

4,389

3,134

(*) Long-term interest rate – TJLP; Interbank deposit certificate – CDI and Benchmark reference rate - TR

18.2.Changes in borrowings

 

Parent Company

 

Consolidated

At December 31, 2014

5,526

 

9,728

Additions - working capital

740

 

4,625

Additions - finance lease

14

 

34

Accrued interest

404

 

726

Accrued swap

(432)

 

(667)

Mark-to-market

(3)

 

(3)

Monetary and exchange rate changes

508

 

795

Borrowing cost

4

 

1

Interest paid

(413)

 

(768)

Payments

(1,373)

 

(5,768)

Swap paid

(51)

 

(67)

At September 30, 2015

4,924

 

8,636

 

Parent Company

 

Consolidated

At December 31, 2013

5,116

 

9,493

Additions - working capital

1,279

 

4,960

Accrued interest

327

 

665

Accrued swap

19

 

18

Mark-to-market

(1)

 

(1)

Monetary and exchange rate changes

4

 

7

Borrowing cost

7

 

8

Interest paid

(480)

 

(784)

Payments

(1,033)

 

(4,915)

Swap paid

65

 

65

Corporate restructuring(*)

-

 

45

At September 30, 2014

5,303

 

9,561

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

70

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)                                                         

 

18.  Borrowings and financing – Continued

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

 

   

 

Year

Parent Company

 

Consolidated

2016

480

 

864

2017

1,583

 

2,062

2018

673

 

720

After 2019

517

 

753

Subtotal

3,253

 

4,399

     

Borrowing costs

(6)

 

(10)

Total

3,247

 

4,389

 

71

 


 

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

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

18.  Borrowings and financing – Continued

18.4.Debentures

 

 

 

 

 

Date

 

 

Parent Company

Consolidated

 

Type

Issue amount

Outstanding debentures

Issue

Maturity

Annual financial charges

Unit price

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Parent Company

           

 

 

 

 

 

10th Issue – 1st series - CBD

No preference

800,000

-

12/29/11

6/29/15

108.5% of CDI

-

-

801

-

801

11th Issue – CBD

No preference

1,200,000

120,000

5/2/12

11/2/15

CDI + 1%

10,594

1,271

1,223

1,271

1,223

12th Issue – CBD

No preference

900,000

900,000

9/12/14

9/12/19

107.00% of CDI

1,007

906

930

906

930

                       

Subsidiaries

                     

3rd Issue – 1st Series – Via Varejo

No preference

400,000

-

1/30/12

7/30/15

CDI + 1%

-

-

-

-

420

1st Issue – 2nd Series – Via Varejo

No preference

200,000

-

6/29/12

1/29/15

CDI + 0.72%

-

-

-

-

200

                     

Borrowing cost

             

(4)

(6)

(4)

(6)

Parent company/Consolidated – current and noncurrent

             

2,173

2,948

2,173

3,568

Current liabilities

             

1,276

2,052

1,276

2,672

Noncurrent liabilities

             

897

896

897

896

 

72

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

18.  Borrowings and financing – Continued

18.5   Guarantees

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

18.6   Swap contracts

The Company and its Brazilian subsidiaries use swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal. The weighted average annual rate of CDI in 2015 was 12.58% (10.33% in 2014).

18.7   Credit facilities

The Company and subsidiaries entered into credit facility agreements, not used, in the amount of R$1,350. These agreements were entered into under market conditions and are effective for 2016 and 2017.

73

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.    Financial instruments

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

 

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

 

 

Parent Company

Consolidated

 

Carrying amount

Carrying amount

 

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Financial assets:

 

 

   

Loans and receivables (including cash)

       

Cash and cash equivalents

1,744

2,923

5,414

11,149

Trade receivables and other receivables

388

462

4,923

4,246

Related parties - assets (*)

305

398

358

313

Financial liabilities:

       

Other financial liabilities - amortized cost

       

Related parties - liabilities (*)

(1,741)

(1,751)

(1,647)

(261)

Trade payables

(2,334)

(3,180)

(10,737)

(13,322)

Financing for purchase of assets

(55)

(88)

(68)

(106)

Acquisition of noncontrolling interest

-

-

(71)

(130)

Debentures

(2,173)

(2,948)

(2,173)

(3,568)

Borrowings and financing

(1,322)

(1,691)

(4,025)

(5,241)

Fair value through profit or loss

 

 

 

 

Borrowings and financing, including derivatives

(1,429)

(887)

(2,438)

(919)

Net exposure

(6,617)

(6,762)

(10,464)

(7,839)

 

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

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

 

74

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

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

 

(i)       Capital risk management

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

There were no changes as to objectives, policies or processes during the nine-month period ended September 30, 2015.

   

Parent Company

 

Consolidated

   

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

 

 

 

 

 

 

 

Borrowings and financing

 

4,924

5,526

 

8,636

9,728

(-) Cash and cash equivalents

 

(1,744)

(2,923)

 

(5,414)

(11,149)

Net debt (cash)

 

3,180

2,603

 

3,222

(1,421)

             

Equity

 

10,468

10,580

 

14,073

14,482

Equity and net debt ratio

 

13,648

13,183

 

17,295

13,061

Net indebtedness ratio

 

0.30

0.25

 

0.23

(0.10)

             

Other liabilities with related parties

       

1,502

12

             

Equity, net debt ratio and related parties

 

13,648

13,183

 

18,797

13,073

 

(ii)      Liquidity risk management

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

The table below summarizes the aging profile of the Company’s financial liabilities as at September 30, 2015 and December 31, 2014.

19.1.1.     Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

527

2,955

10

3,492

Debentures

1,425

1,266

-

2,691

Derivatives

32

(303)

-

(271)

Finance lease

36

106

27

169

Trade payables

2,334

-

-

2,334

Total

4,354

4,024

37

8,415

 

75

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

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

 

 (ii)   Liquidity management risk – Continued

19.1.2.     Consolidated

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

3,283

4,155

93

7,531

Debentures

1,425

1,266

-

2,691

Derivatives

45

(409)

11

(353)

Finance lease

60

201

74

335

Trade payables

10,737

-

-

10,737

Sale of receivables

21

-

-

21

Total

15,571

5,213

178

20,962

 

(iii)     Derivative financial instruments

 

 

 

Consolidated

   

Notional value

 

Fair value

   

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

2,502

842

 

3,098

959

             

Long position (buy)

           

Prefixed rate

TR+9.92% per year

127

151

 

107

234

US$ + fixed

1.83% per year

2,375

691

 

3,004

732

   

2,502

842

 

3,111

966

Short position (sell)

           
 

101.98% per year

(2,502)

(842)

 

(2,424)

(928)

Net hedge position

 

-

-

 

687

38

 

Realized and unrealized gains and losses on these contracts during the nine-month period ended September 30, 2015 are recorded in financial income (expenses), net and the balance payable at fair value is R$687 (R$38 as at December 31, 2014), recorded in line item  “Borrowings and financing”.

The effects of the fair value hedge recorded in the statement of income for the period ended September 30, 2015 were a gain of R$95  in cost debt line in financial result(loss of R$20 as at September 30, 2014).

76

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.2.Sensitivity analysis of financial instruments

The Company discloses the net exposure of the derivative financial instruments, for each of the scenarios mentioned.

For the probable scenario, the weighted average exchange rate was R$4,48 on the due date, and the weighted interest rate was 10.29% per year. The sources used are the same as those of the annual financial statements for 2014.

 

(i)        Other financial instruments

 

Operations

Risk (CDI increase)

Balance at 09.30.2015

Scenario I

 

Scenario II

 

Scenario III

   

 

 

 

 

 

 

Fair value hedge (fixed rate)

101.26% of CDI

(107)

(158)

 

(163)

 

(168)

Fair value hedge (exchange rate)

101.94% of CDI

(2,317)

(2,768)

 

(2,847)

 

(2,980)

Debentures

CDI + 1%

(1,271)

(1,288)

 

(1,292)

 

(1,295)

Debentures

107% of CDI

(906)

(1,052)

 

(1,088)

 

(1,124)

Bank loans - CBD

105.95% of CDI

(1,053)

(1,212)

 

(1,252)

 

(1,292)

Leases

100.19% of CDI

(92)

(107)

 

(110)

 

(114)

Leases

95.31% of CDI

(24)

(28)

 

(29)

 

(29)

Bank loans- Via Varejo

CDI - 0.71%

(92)

(105)

 

(108)

 

(112)

Bank loans - Barcelona

108 % of CDI

(147)

(170)

 

(176)

 

(184)

Total borrowings and financing exposure

 

(6,009)

(6,888)

 

(7,065)

 

(7,298)

               

Cash and cash equivalents (*)

101.58% of CDI

4,781

5,537

 

5,726

 

5,915

Net exposure

 

 

(1,351)

 

(1,339)

 

(1,383)

Net effect - gain (loss)

 

 

(123)

 

(111)

 

(155)

(*) weighted average

             

 

The Company has a net exposure of US$ 106 million american dollars (between trade payables and financial investments abroad) and investments in subsidiaries abroad amounting to 2 million euros. Company’s management did not prepared sensitivity analysis  related to Exchange variation exposure because the amount  is not considered relevant.

In addition, Company has a borrowing of R$ 1,502 with Casino’s group company Polca, this balance yelds EONIA  + 0.5 per year. Considering that part of that interest rate is post-fixed and not representative, Company is not exposed to relevant variation of this interest rate.

77

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.2.Sensitivity analysis of financial instruments - Continued

(ii)       Investment hedge in foreign operation

 

For this type of hedge the effective portion on market value changes attributed to exchange currency risks is recognized and other comprehensive income, as the ineffective portion is recognized directly in the net income for the period. Accumulated gains or losses are reclassified to net income when an investment loss or write-off is recorded. Company designates the hedge in 30-days periods, in which the amount of the risk covered was R$ 42 on September 30, 2015.In addition, the effects recognized in equity as resulting from the instrument amounts to R$ 1.

19.3.Fair value measurements

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

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

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

 

Carrying amount at 9.30.2015

Fair value at 9.30.2015

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

Financial instruments at fair value through profit (loss)

     

Cross-currency interest rate swaps

552

552

level 2

Interest rate swaps

(1)

(1)

-

Borrowings and financing (fair value)

(2,989)

(2,989)

level 2

 

 

 

 

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

 

 

 

Borrowings and financing (amortized cost)

(6,198)

(6,453)

level 2

Total

(8,636)

(8,891)

 

There were no changes between the fair value measurements levels in the nine-month period ended September 30, 2015.

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

78

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

19.  Financial instruments – Continued

19.4.Consolidated position of derivative transactions

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

 

Outstanding

       

Amount payable or receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

9.30.2015

12.31.2014

9.30.2015

12.31.2014

Exchange swaps

               

registered with CETIP

               

(US$ x CDI)

               
 

Banco Tokyo

US$ 75

1/14/2014

1/10/2017

115

16

103

11

 

Banco JP Morgan

US$ 50

3/19/2014

3/21/2016

80

14

79

11

 

Citibank

US$ 16

10/14/2014

10/14/2015

24

3

24

2

 

Mizuho

US$ 50

10/31/2014

10/31/2017

74

8

62

4

 

Citibank

US$ 85

11/21/2014

11/21/2016

115

3

102

(4)

 

Citibank

US$ 5

10/14/2014

10/14/2015

8

1

8

1

 

Banco Tokyo

US$ 75

1/2/2015

12/29/2016

101

-

87

-

 

Citibank

US$ 5

1/28/2015

1/28/2016

7

-

7

-

 

HSBC

US$ 100

2/25/2015

11/25/2016

107

-

90

-

 

Bradesco

US$ 100

4/27/2015

4/27/2016

81

-

78

-

 

Citibank

US$ 50

4/10/2015

4/10/2017

41

-

30

-

 

Citibank

US$ 30

4/14/2015

4/17/2017

24

-

18

-

 

Banco Tokyo

US$ 50

7/31/2015

7/31/2017

29

-

19

-

 

Bank of America

US$ 40

9/14/2015

9/14/2017

2

-

(7)

-

 

Scotiabank

US$ 50

9/30/2015

9/29/2017

(3)

-

(11)

-

Interest rate swap

               

registered with CETIP

               

(fixed rate x CDI)

               
 

Banco do Brasil

R$ 130

6/28/2010

6/2/2015

-

13

-

12

 

Itaú BBA

R$ 21

11/11/2014

11/5/2026

-

1

(1)

1

 

Itaú BBA

R$ 54

1/14/2015

1/5/2027

(1)

-

(1)

 
 

Itaú BBA

R$ 52

5/26/2015

5/5/2027

(1)

-

-

 
         

803

59

687

38

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

79

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

20.   Taxes and contributions payable and taxes payable in installments

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

20.1.Taxes and contributions payable and taxes payable in installments

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

PIS and COFINS

3

31

 

391

360

Provision for income tax and social contribution

19

48

 

69

161

ICMS

19

23

 

94

153

Others

2

6

 

135

118

 

43

108

 

689

792

   

 

 

 

 

Taxes payable in installments - Law 11,941/09

650

680

 

650

680

Others

9

12

 

9

12

 

659

692

 

659

692

           

Current

122

183

 

768

867

Noncurrent

580

617

 

580

617

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

In

Parent Company and

Consolidated

 

2017

19

2018

78

2019

75

2020

74

After 2021

334

Total

580

 

80

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.  Income tax and social contribution

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

21.1.        Income and social contribution tax expense reconciliation

 

Parent Company

 

Consolidated

 

9.30.2015

03.31.2014

 

9.30.2015

03.31.2014

           

Profit before income tax and social contribution

272

893

 

201

1,563

Income tax and social contribution at the nominal rate of 25% for the Company and 34% for subsidiaries

(68)

(223)

 

(80)

(470)

Deferred income tax over carrying amount not recognized

-

-

 

(74)

-

Tax penalties

(2)

(3)

 

(3)

(6)

Share of profit of subsidiaries and associates

47

111

 

29

23

Effect of tax rates in foreign entities

-

-

 

14

-

Other permanent differences (nondeductible)

(4)

6

 

14

(24)

Effective income tax and social contribution

(27)

(109)

 

(100)

(477)

           

Income tax and social contribution for the period:

         

Current

2

(59)

 

(88)

(300)

Deferred

(29)

(50)

 

(12)

(177)

Deferred income tax and social contribution expense

(27)

(109)

 

(100)

(477)

Effective rate

9.93%

12.21%

 

49.75%

30.52%

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

21.2.        Breakdown of deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Tax losses

111

-

 

589

354

Provision for risks

182

156

 

407

346

Provision for derivative transactions taxed on a cash basis

(127)

(5)

 

(120)

(10)

Estimated loss on doubtful accounts

2

1

 

94

94

Provision for current expenses

2

3

 

25

63

Goodwill tax amortization

(5)

16

 

(572)

(469)

Present value adjustment

1

1

 

(5)

(6)

Lease adjustment

6

8

 

(114)

(95)

Mark-to-market adjustment

(1)

(2)

 

(1)

(2)

Fair value of assets acquired in business combination

-

-

 

(792)

(790)

Technological innovation – future realization

(19)

(21)

 

(19)

(21)

Depreciation of fixed assets as per tax rates

(134)

(114)

 

(146)

(124)

Other

10

13

 

27

18

Deferred income tax and social contribution

28

56

 

(627)

(642)

           

Noncurrent assets

28

56

 

568

491

Noncurrent liabilities

-

-

 

(1,195)

(1,133)

Deferred income tax and social contribution

28

56

 

(627)

(642)

 

81

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

21.  Income tax and social contribution – Continued

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

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

Year

Parent Company

Consolidated

 

 

 

2016

17

119

2017

3

286

2018

4

43

2019

4

46

2020

-

23

After 2020

-

51

 

28

568

 

 

21.3.Changes in deferred income tax and social contribution

 

 
 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

At the beginning of the period

56

121

 

(642)

(110)

Expense for the period

(29)

(50)

 

(12)

(177)

Payment of installments and other tax obligations

-

-

 

-

(27)

Corporate restructuring(*)

-

-

 

-

42

Exchange rate changes

-

-

 

46

-

Other

1

-

 

(19)

4

At the end of the period

28

71

 

(627)

(268)

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

22.  Acquisition of companies

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

 

 

Consolidated

 

9.30.2015

12.31.2014

 

 

Acquisition of interest in Assaí

7

6

Acquisition of interest in Sendas

64

124

 

71

130

 

 

Current liabilities

71

73

Noncurrent liabilities

-

57

 

 

82

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Provision for risks

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

23.1.Parent Company

 

PIS/COFINS

Tax and others

Social security and

labor

Civil

Regulatory

Total

Balance at December 31, 2014

40

190

168

72

13

483

       

 

 

Additions

-

9

17

11

14

51

Payments

-

-

(12)

(5)

(5)

(22)

Reversals

-

(27)

(6)

(22)

(10)

(65)

Inflation adjustment

2

15

20

12

3

52

Balance at September 30, 2015

42

187

187

68

15

499

 

 

PIS/COFINS

Taxes and other

Social security and

 labor

Civil

Total

Balance at December 31, 2013

209

67

149

71

496

         

Additions

35

6

22

18

81

Payments

-

(4)

(18)

(4)

(26)

Reversals

(7)

(2)

(3)

(11)

(23)

Inflation adjustment

7

4

11

11

33

Payment of installments

(206)

-

-

-

(206)

Balance at September 30, 2014

38

71

161

85

355

23.2.Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2014

79

510

521

199

35

1,344

 

 

 

 

 

 

 

Additions

9

16

161

191

19

396

Payments

-

-

(105)

(105)

(7)

(217)

Reversals

(8)

(129)

(9)

(104)

(18)

(268)

Inflation adjustment

5

25

53

41

4

128

Transfers

-

(8)

1

7

-

-

Exchange rates changes

-

4

1

7

-

12

Balance at September 30, 2015

85

418

623

236

33

1,395

 

 

PIS/COFINS

Taxes and other

Social security and

labor

Civil

Total

Balance at December 31, 2013

272

403

297

175

1,147

         

Additions

48

10

238

125

421

Payments

-

(4)

(51)

(28)

(83)

Reversals

(7)

(2)

(57)

(81)

(147)

Inflation adjustment

10

12

42

37

101

Transfers

-

-

-

2

2

Payment of installments

(211)

(85)

-

-

(296)

Corporate reorganization (*)

-

6

-

3

9

Balance at September 30, 2014

112

340

469

233

1,154

(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.

83

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.3.Tax

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

The main provisioned tax claims are as follows:

23.3.1.     COFINS and PIS

Since the noncumulative regime to calculate PIS and COFINS has been used, the Company and its subsidiaries have challenged the right to deduct ICMS from the base of these two contributions and other less important matters. The amount accrued as at September 30, 2015 is R$ 85 (R$ 72 as at December 31, 2014).

23.3.2.     Tax

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

The amount accrued for these matters as at September 30, 2015 is R$119 (R$108 as at December 31, 2014).

ICMS

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$ 128 as at September 30, 2015 (R$147 as at December 31, 2014) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

23.3.3.     Supplementary Law 110/2001

The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at September 30, 2015 is R$60 (R$48 as at December 31, 2014).

84

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.1.Tax – Continued

23.3.4.     Others contingent tax liabilities - Cdiscount

There were consolidated provisions for contingent tax liabilities from foreign e-commerce entities. As at September 30, 2015 the contingent tax liabilities amount to R$14 (R$20 as at December 31, 2014).

 

23.3.5.     Others contingent tax liabilities - Via Varejo

Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15 (IFRS 3). As at September 30, 2015, the recorded amount related to contingent tax liabilities is R$91 (R$87 as at December 31, 2014).

 

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

23.3.6.     Others contingent tax liabilities - Bartira

In line with the business combination of Bartira in 2013, contingent tax liabilities were recorded. The main matter refers to possible failure in supporting documentation of transactions, totaling R$106 in income tax, social contribution, PIS, COFINS and ICMS, of which R$100 are related to risks that expired in the first half year of 2015, being this amount written-off  and recognize in “other Income/Expenses” in the statement of Income.

 

On September 30, 2015 the total contingent liabilities amounts to R$18, of which R$6 of tax and R$12 of labor contingencies, (R$118 at December 31, 2014).

 

23.3.7.     Others contingent tax liabilities - REFIS (tax debt refinancing program)

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

23.4.Labor

The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At September 30, 2015, the Company recorded a provision amount of R$623 (R$521 as at December 31, 2014) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.

23.5.Civil and others

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

85

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.5.Civil and others – Continued

 

Among these lawsuits, we point out the following:

·      The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at September 30, 2015, the amount accrued for these lawsuits is R$38 (R$55 as at December 31, 2014), for which there are no escrow deposits.

·         Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which Consumer Protection Agencies ( Procon ) , National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities. Company supported by its legal counsel, revises that claims, recording a provision according to probable cash expending and estimative of loss . On September 2015 the amounting of this provision is R$ 33 (R$35 on December 31,2014)

·    The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits totals R$81 as at September 30, 2015 (R$86 as at December 31, 2014).

 

Total civil lawsuits and others as at September 30, 2015 amount to R$261 (R$234 as at December 31, 2014).

23.6.Other non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsel and considered as possible, not probable, loss, and which therefore have not been accrued, amounting to R$10,777 as at September 30, 2015 (R$8,552 as at December 31, 2014), related mainly to:

·       INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$398 as at September 30, 2015 (R$318 as at December 31, 2014). The lawsuits are under administrative and court discussions.

·       IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income,  ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. The lawsuits await administrative and court ruling. The amount involved is R$1,739 as at September 30, 2015 (R$1,368 as at December 31, 2014).

Among those claims, there are some related to challenges of differences in the payment of income tax, supposedly due under the allegation that there was undue deduction of goodwill amortization resulting from transactions between shareholders Casino and Abilio Diniz in relation to years 2007-2011. The amount involved (and included in the paragraph above) is R$744 as at September 30, 2015 (R$ 692 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.

86

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.6.Other non-accrued contingent liabilities – Continued

·        COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and unappealable decision, other requests for offset, collection of taxes on soybean export operations, tax payment divergences and overpayments; fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$1,524 as at September 30, 2015 (R$921 as at December 31, 2014).

·      ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) refund of tax replacement without proper compliance with accessory obligations introduced by CAT Administrative Rule 17 of the State of São Paulo; (iv) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vii) among other matters. The total amount of these assessments is R$5,955 as at September 30, 2015 (R$5,087 as at December 31, 2014), which await a final decision at the administrative and court levels.

·    Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Fees, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$401 as at September 30, 2015 (R$353 as at December 31, 2014), which await decision at the administrative and court levels.

·    Other litigationsthese refer to administrative proceedings and lawsuits in which the Company pleads the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency  - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, among others, amounting to R$760 as at September 30, 2015 (R$505 as at December 31, 2014).

The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at September 30, 2015 the estimated amount, in case of success in all lawsuits, is approximately R$87 (R$122 as at December 31,2014).

87

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

23.  Provision for risks – Continued

23.7.Restricted deposits for legal proceedings

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

The Company has recorded restricted deposits in the assets.

           
 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Tax

98

61

 

209

163

Labor

346

332

 

734

618

Civil and other

22

17

 

46

44

Regulatory

11

10

 

34

32

Total

477

420

 

1,023

857

 

23.8.Guarantees

Lawsuits

Real estate

Equipment

Guarantee

Total

 

 

 

 

 

Tax

853

-

7,355

8,208

Labor

7

3

53

63

Civil and other

-

1

310

311

Regulatory

10

-

7

17

Total

870

4

7,725

8,599

 

The cost of guarantees is approximately 0.98% per year of the amount of the lawsuits and is recorded as expense.

 

88

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions

24.1.     Operating lease

(i)        Non-cancelable minimum payments

 

Consolidated

 

9.30.2015

 

Minimum rental payment:

 

Up to 1 year

24

1 to 5 years

101

Over 5 years

80

 

205

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

(ii)       Minimum rental payments on the agreement termination date

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

 

Parent Company

 

Consolidated

 

9.30.2015

 

9.30.2015

Minimum rental payments

     

Minimum payments on the termination date

265

 

712

 Total

265

 

712

(iii)       Contingent payments

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

 

Parent Company

 

Consolidated

Expenses (income) for the period:

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

Contingent payments

267

266

 

498

450

Noncontingent payments

131

107

 

684

686

Subleases (*)

(82)

(95)

 

(108)

(121)

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

89

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

24.    Leasing transactions – Continued

24.2.  Finance lease

Finance lease agreements amounted to R$335 as at September 30, 2015 (R$323 as at December 31, 2014), as shown in the table below:

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

Finance lease liability –minimum rental payments:

         

Up to 1 year

30

25

 

43

34

1 - 5 years

96

87

 

161

133

Over 5 years

26

44

 

69

96

Present value of finance lease agreements

152

156

 

273

263

           

Future finance charges

17

15

 

62

60

Gross amount of finance lease agreements

169

171

 

335

323

25.    Deferred revenue

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

 

Parent Company

 

Consolidated

 

9.30.2015

12.31.2014

 

9.30.2015

12.31.2014

           

Additional or extended warranties

38

48

 

796

859

Bradesco agreement

-

-

 

17

25

Swap agreement

-

-

 

67

70

Investments in media

7

21

 

8

48

Services rendering agreement - Allpark

16

-

 

16

-

Back lights

-

-

 

11

28

Spread BCA - Customers base exclusivity (5 years)

-

-

 

23

10

Tax credit research

-

-

 

2

2

Others

-

-

 

19

6

 

61

69

 

959

1,048

           

Current

32

4

 

306

214

Noncurrent

29

65

 

653

834

 

90

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Shareholders’ equity

 

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

26.1.Capital stock

The subscribed and paid-up capital as at September 30, 2015 is represented by 265,697 (265,283 as at December 31, 2014) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at September 30,2015 (99,680 as at December 31, 2014) and 166,017 in thousands of preferred shares as at September 30, 2015 (165,603 as at December 31, 2014).

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

·         At the Board of Directors’ Meetings held on February 12,2015, March 20, 2015, May 7,2015 and July 28,2015, the capital was increased by R$14 through  the issue of 413(in thousands of shares) preferred shares.

26.2.Stock option plan for preferred shares

Information on the stock option plans is summarized below:

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at September 30, 2015

 

 

 

 

 

 

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(285)

(14)

-

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(285)

(14)

-

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(489)

(36)

1

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(487)

(36)

3

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(172)

(32)

154

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(172)

(31)

155

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(15)

(53)

171

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(11)

(62)

166

Series B2

5/29/2015

6/1/2018

11/30/2018

0.01

0.01

337

(5)

(13)

319

Series C2

5/29/2015

6/1/2018

11/30/2018

77.27

77.27

337

-

(20)

317

 

 

 

 

 

 

3,518

(1,921)

(311)

1,286

 

 

 

Price

Lot of shares

Series granted

Grant date

1st date of exercise

2nd date of exercise and expiration

At the grant date

End of the year

Number of shares granted
(in thousands

Exercised

Not exercised by dismissal

Total in effect

Balance at December 31, 2014

 

 

 

 

 

 

Series A4 - Gold

5/24/2010

5/31/2013

5/31/2014

0.01

0.01

514

(512)

(2)

-

Series A4 - Silver

5/24/2010

5/31/2013

5/31/2014

46.49

46.49

182

(181)

(1)

-

Series A5 - Gold

5/31/2011

5/31/2014

5/31/2015

0.01

0.01

299

(282)

(14)

3

Series A5 - Silver

5/31/2011

5/31/2014

5/31/2015

54.69

54.69

299

(282)

(14)

3

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(329)

(32)

165

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(329)

(32)

165

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(137)

(27)

194

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(137)

(27)

194

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(5)

(32)

202

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(6)

(31)

202

 

         

3,540

(2,200)

(212)

1,128

 

91

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.  Shareholders’ equity - Continued

 

26.2.Stock option plan for preferred shares - Continued

(i)   Consolidated information of share-based payment plans

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

Intrinsic value added

       

At December 31, 2014

       

Granted during the year

477

41.61

 

 

Canceled during the year

(99)

39.92

 

 

Exercised during the year

(830)

32.76

 

 

Outstanding at the end of the year

1,128

38.16

1.52

66,905

Total to be exercised at December 31, 2014

1,128

38.16

1.52

66,905

       

At September 30, 2015

       

Granted during the period

674

38.64

   

Canceled during the period

(103)

45.89

   

Exercised during the period

(413)

32.69

   

Outstanding at the end of the period

1,286

39.35

1.99

32,430

Total to be exercised at September 30, 2015

1,286

39.35

1.99

32,430

         

As at September 30, 2015 there were options to be exercised in Series A6.

The amounts recorded in the Consolidated statement of income, as at September 30, 2015 were R$22 (R$32 as at September 30, 2014).

(ii)  Consolidated information of share-based payment plans – GPA – new series B2 and C2

Company implemented two new shared based plans approved by the shareholders meeting on April 24, 2015.

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

According to the plans, the options granted in each of the series may represent maximum 0.7% of the total shares issued by the Company. For these new series were granted 674 thousands options of shares.

The fair value of each option granted is estimated in the grant date using the Black & Scholes model, considering the following assumptions in series B2 and C2: (a) Dividends expectations of 1.37%; (b) volatility expectation of 24.34% and (c) interest rate of 12.72%.

The expectation of remaining average life of the series outstanding at September 30, 2015 was 1.99 year (1.52 year at December 31, 2014).

 

92

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

26.  Shareholders’ equity - Continued

26.2.Stock option plan for preferred shares - Continued

The weighted average fair value of options granted at September 30, 2015 was R$67.39 (R$69.71 at December 31, 2014).

The chart below shows the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise, until 2015, of all options granted:

 

9.30.2015

12.31.2014

 

 

Number of shares

265,697

265,283

Balance of granted series in effect

1,286

1,128

Maximum percentage of dilution

0.51%

0.43%

 

 

26.3.Cumulative other comprehensive income

Refers to : (i) Cumulative Translation Reserve, corresponding to cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) in Brazilian reais, corresponding to the investment of CBD in subsidiary CDiscount. The effect in the Parent Company was R$93 and R$152 for non-controlling interests; (ii) Hedge Investment Reserve as per note 19.2 and (iii) Pension Plan as per note 32.1

26.4.Effects in shareholders´ equity related to the arbitration decision

As mentioned in note 1.2, as per ICC decision the Company shall indemnify Morzan the estimated amount of R$212, as a consequence of not complying the terms of Share Purchase Agreement (“SPA”), signed in the acquisition of Globex Utilidades S.A., which provided the settlement of part of acquisition price in warrants (shares), with the guarantee over market price variation, which is determined in specific lock-up periods.  The amount was recorded as a debit in the shareholders´ equity, since it relates to a settlement (which will be made in cash) of an indirect repurchase of a equity instrument (warranty) (guarantee of market price variation of the shares) granted to the previous controlling shareholders´ of Globex Utilidades S.A (Morzan) in connection with the SPA. In accordance with IAS 32, a reclassification of an equity instrument to liability should be accounted for based on fair value and any difference to the amounts previously recorded into the financial statements, should be recorded in shareholders´ equity.

26.5.Payment of dividends

The Annual and Extraordinary Shareholders’ Meeting (AGOE) held at April 24, 2015 the shareholders approved the proposal of the Boad of Directors’ meeting held on March 20, 2015 which had proposed the dividends payment for the fiscal year ended December 31, 2014, in the amount of R$194, which corresponds to R$0.6889912644 per common share and R$0,7578903909 per preferred share. This amount was paid on June 24, 2015.

The Board of Directors’ meeting held at May 07, 2015 and July 28,2015 approved the payment of anticipated dividends in the total amount of R$38 each, of which R$0.15 per preferred share and R$0.136365 per common share, the payments occurred on May 28, 2015 and August 08,02015.

 

93

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

27.    Net sales of goods and/or services      

           
 

Parent Company

 

Consolidated

 

9.30.2015

03.31.2014

 

9.30.2015

03.31.2014

Gross sales

         

Goods

17,766

17,507

 

53,553

50,059

Services rendered

204

189

 

1,700

1,156

Financial services

-

-

 

1,042

1,063

Sales returns and cancellations

(330)

(276)

 

(1,352)

(1,416)

 

17,640

17,420

 

54,943

50,862

Taxes

(1,342)

(1,360)

 

(5,538)

(5,002)

   

 

 

 

 

Net sales

16,298

16,060

 

49,405

45,860

 

28.    Expenses by nature       

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

 

 

 

 

 

Cost of inventories

(11,191)

(11,043)

 

(35,378)

(32,181)

Personnel expenses

(2,048)

(1,931)

 

(5,456)

(4,965)

Outsourced services

(224)

(302)

 

(1,770)

(1,558)

Functional expenses

(1,002)

(825)

 

(2,164)

(1,761)

Selling expenses

(471)

(454)

 

(1,928)

(1,693)

Other expenses

(214)

(130)

 

(452)

(437)

 

(15,150)

(14,685)

 

(47,148)

(42,595)

 

         

Cost of goods and/or services sold

(11,909)

(11,661)

 

(37,671)

(34,160)

Selling expenses

(2,886)

(2,625)

 

(8,180)

(7,396)

General and administrative expenses

(355)

(399)

 

(1,297)

(1,039)

 

(15,150)

(14,685)

 

(47,148)

(42,595)

 

29.    Other operating income (expenses), net

 

Parent Company

 

Consolidated

 

9.30.2015

9.30.2014

 

9.30.2015

9.30.2014

 

         

Reversal of tax provision

27

-

 

109

-

Effects on Indemnified amounts to Via Varejo and CB and association costs

(55)

(40)

 

(55)

(40)

Tax installments and other tax risks

(19)

(38)

 

(35)

31

Integration/restructuring expenses

(87)

(57)

 

(304)

(79)

Loss(gain) on disposal of fixed assets

(22)

(16)

 

(77)

(36)

Others

(4)

(1)

 

(23)

14

 

(160)

(152)

 

(385)

(110)

 

(*) Several changes were implemented to suit the Company’s expenses structure, covering all operating and administrative areas, in order to mitigate the effects on inflation of fixed costs and the decrease on expenses dilution.

 

94

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

30.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

9.30.2015

6.30.2014

 

9.30.2015

6.30.2014

Financial expenses:

 

 

 

 

 

Cost of debt

(487)

(358)

 

(876)

(731)

Cost of sales of receivables

(51)

(74)

 

(428)

(536)

Monetary loss

(110)

(99)

 

(208)

(187)

Other financial expenses

(85)

(63)

 

(164)

(115)

Total financial expenses

(733)

(594)

 

(1,676)

(1,569)

 

         

Financial income:

         

Income from cash and cash equivalents

65

63

 

257

285

Monetary gain

119

75

 

364

189

Other financial income

2

4

 

16

17

Total financial income

186

142

 

637

491

 

         

Total

(547)

(452)

 

(1,039)

(1,078)

The hedge effects in the nine-month periods ended September 30, 2015 and June 30, 2014 are disclosed in Note 19.1.2(iii).

31.    Earnings per share

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

 

9.30.2015

 

9.30.2014

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

             

Net income allocated to common and preferred shareholders

158

87

245

 

507

278

785

 

158

87

245

 

507

278

785

             

Basic denominator (thousands of shares)

             

Weighted average of shares

165

100

265

 

165

100

265

             

Basic earnings per thousands of shares (R$)

0.95780

0.87073

   

3.06846

2.78951

 

             

Diluted numerator

             

Net income allocated to common and preferred shareholders

158

87

245

 

507

278

785

158

87

245

 

507

278

785

             

Diluted denominator

             

Weighted average of shares (in thousands)

165

100

265

 

165

100

265

Diluted weighted average of shares (in thousands)

165

100

265

 

165

100

265

Diluted earnings per thousands of shares (R$)

0.95513

0.86960

   

3.06152

2.78951

 

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

95

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

32.    Benefit plan

32.1.Pension plan – Cdiscount employees - France

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

 

Main assumptions used in determining defined benefit obligations:

 

 

Cdiscount

 

2015

Discount rate

2.20%

Expected rate of future salary increase

3.00%

Retirement age

64

 

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

 

Reconciliation of obligations in the balance sheet

 

Cdiscount

 

2015

At December 31, 2014

7

Cost for the period

2

Gain or loss

2

Exchange rate variation

3

At September 30, 2015

14

32.2.Defined contribution plan

In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the nine-month period ended September 30, 2015 is R$4 (R$2 as at September 30, 2014), and employees contribution is R$3(R$4 as at September 30, 2014). The plan had 859 participants as at September 30, 2015 (941 as at September 30, 2014).

33.    Insurance coverage

The insurance coverage as at September 30, 2015 is summarized as follows:

 

 

 

Parent Company

Consolidated

Insured assets

Covered risks

Amount insured

Amount insured

Property and equipment and inventories

Assigning profit

8,974

23,482

Profit

Loss of profits

4,349

8,636

Cars and others (*)

Damages

421

846

The Company maintains specific policies for civil liability and directors and officers liability amounting to R$335.

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

96

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.    Segment information

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

Management considers the following segments:

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

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

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

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

Information on the Company’s segments as at September 30 is included in the table below:

 

97

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.  Segment information – Continued

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

Total

 

Eliminations(*)

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

Net sales

19,400

19,048

 

7,321

5,874

 

13,807

16,271

 

8,949

4,710

 

49,477

45,903

 

(72)

(43)

 

49,405

45,860

Gross profit

5,385

5,284

 

1,019

804

 

4,528

5,137

 

802

469

 

11,734

11,694

 

-

6

 

11,734

11,700

Depreciation and amortization

(435)

(409)

 

(71)

(57)

 

(132)

(103)

 

(78)

(20)

 

(716)

(589)

 

-

-

 

(716)

(589)

Share of profit of subsidiaries and associates

61

55

 

-

-

 

23

23

 

-

(2)

 

84

76

 

-

-

 

84

76

Operating income

723

1,052

 

177

131

 

724

1,392

 

(384)

67

 

1,240

2,642

 

-

-

 

1,240

2,642

Finance costs

(768)

(647)

 

(77)

(53)

 

(611)

(743)

 

(245)

(171)

 

(1,701)

(1,614)

 

25

45

 

(1,676)

(1,569)

Finance income

280

243

 

18

13

 

267

269

 

97

11

 

662

536

 

(25)

(45)

 

637

491

Profit(loss) before income tax and social contribution

234

647

 

118

90

 

380

918

 

(531)

(91)

 

201

1,564

 

-

-

 

201

1,564

Income tax and social contribution

(47)

(168)

 

(40)

(31)

 

(102)

(310)

 

89

32

 

(100)

(477)

 

-

-

 

(100)

(477)

Net income for the period

187

480

 

78

59

 

278

608

 

(442)

(60)

 

101

1,087

 

-

-

 

101

1,087

                                       

Current assets

5,940

8,062

 

1,557

1,709

 

7,743

10,366

 

4,504

4,092

 

19,744

24,229

 

-

(96)

 

19,744

24,133

Noncurrent assets

14,294

13,691

 

1,617

1,492

 

5,562

5,283

 

1,837

1,506

 

23,310

21,972

 

(596)

(605)

 

22,714

21,367

Current liabilities

5,928

8,026

 

1,352

1,832

 

7,062

9,716

 

6,364

4,973

 

20,706

24,547

 

(596)

(699)

 

20,110

23,848

Noncurrent liabilities

5,799

5,314

 

645

235

 

1,747

1,571

 

84

52

 

8,275

7,172

 

-

(2)

 

8,275

7,170

Shareholders' equity

8,507

8,413

 

1,177

1,134

 

4,496

4,362

 

(107)

573

 

14,073

14,482

 

-

-

 

14,073

14,482

 (*)   The eliminations consist of intercompany balances.

 

98

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

34.  Segment information – Continued

 

 

Brazil

 

International

                 

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

E-commerce

 

Total

 

Eliminations (*)

 

Total

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

 

2015

2014

                                               

Net operating revenue

19,400

19,048

 

7,321

5,874

 

13,807

16,271

 

4,699

3,972

 

4,250

738

 

49,477

45,903

 

(72)

(43)

 

49,405

45,860

                                               

Current assets

5,940

8,062

 

1,557

1,709

 

7,743

10,366

 

1,724

1,742

 

2,780

2,350

 

19,744

24,229

 

-

(96)

 

19,744

24,133

Noncurrent assets

14,294

13,691

 

1,617

1,492

 

5,562

5,283

 

1,022

851

 

815

655

 

23,310

21,972

 

(596)

(605)

 

22,714

21,367

Current liabilities

5,928

8,026

 

1,352

1,832

 

7,062

9,716

 

2,844

2,475

 

3,520

2,498

 

20,706

24,547

 

(596)

(699)

 

20,110

23,848

Noncurrent liabilities

5,799

5,314

 

645

235

 

1,747

1,571

 

19

17

 

65

35

 

8,275

7,172

 

-

(2)

 

8,275

7,170

Shareholders' equity

8,507

8,413

 

1,177

1,134

 

4,496

4,362

 

(117)

101

 

10

472

 

14,073

14,482

 

-

-

 

14,073

14,482

 

99

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

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

 

34.  Segment information – Continued

Company general information

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

 

9.30.2015

9.30.2014

 

 

Food

54.0%

54.3%

Nonfood

46.0%

45.7%

Total sales

100.0%

100.0%

 

 

 

As at September 30, 2015, capital expenditures were as follows:

 

9.30.2015

9.30.2014

 

 

Food

1,039

753

Nonfood

457

366

Total capital expenditures

1,496

1,119

35.  Events after the reporting period

35.1.Anticipated dividends

The Board of Directors’ meeting held at October 29, 2015 approved the payment of anticipated dividends, calculated based on profit of interim financial statements on September 30,2015 , in the total amount of R$38, of which R$0.15 per preferred share and R$0.136365 per common share.

 

The dividends will be paid at November 11, 2015. All the shares shall be entitled to dividends on October 30, 2015 base date. As of November 3, 2015 the shares will be negotiated “ex-rights” to the dividends payment date.

 

100

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

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

 

Other information deemed as relevant by the Company.

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

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 9/30/2015
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

WILKES PARTICIPAÇÕES S.A.

94,019,178

94.32%

-

0.00%

94,019,178

35.39%

Almacenes Éxito S.A. *

1

0.00%

-

0.00%

1

0.00%

CASINO GUICHARD PERRACHON *

1

0.00%

-

0.00%

1

0.00%

JEAN CHARLES NAOURI

-

0.00%

1

0.00%

1

0.00%

SEGISOR *

5,600,050

5.62%

-

0.00%

5,600,050

2.10%

Oppenheimer Funds. Inc.*

-

0.00%

17,205,675

10.37%

17,205,675

6.48%

KING LLC *

-

0.00%

852,000

0.51%

852,000

0.32%

Geant International BV*

-

0.00%

128,695

0.08%

128,695

0.05%

COFIDOL SAS *

-

0.00%

8,907,123

5.36%

8,907,123

3.35%

Board of Executive Officers

-

0.00%

27,011

0.02%

27,011

0.01%

Board of Directors

-

0.00%

3

0.00%

3

0.00%

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

OUTROS

60,621

0.06%

138,663,701

83.52%

138,724,322

52.21%

TOTAL

99,679,851

100.00%

166,016,795

100.00%

265,696,646

100%

(*) Foreign Company

           
             
             
             

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 9/30/2015
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

CASINO*

1

0.00%

-

0.00%

1

0

SEGISOR*

209,123,407

97.12%

-

0.00%

209,123,407

9712%

BENGAL LLC*

2,119,162

0.98%

-

0.00%

2,119,162

0.98%

OREGON LLC*

2,119,162

0.98%

-

0.00%

2,119,162

0.98%

PINCHER LLC*

1,961,612

0.91%

-

0.00%

1,961,612

0.91%

ÉXITO

1

0.00%

-

0.00%

1

0.00%

Treasury Shares

-

0.00%

-

0.00%

-

0.00%

TOTAL

215,323,345

100.00%

-

0.00%

215,323,345

100%

 

101

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

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

 

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

SEGISOR

QUOTISTAS

Quotas

%

Onper Investimentos 2015 S.L.*

887,239,543

50.00%

Casino Guichard Perrachon*

887,239,543

50.00%

TOTAL

1,774,479,086

100%

(*) Foreign Company

   

 

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

ONPER INVESTIMENTOS 2015 S.L.

Shareholding at 9/30/2015
(In units)

ShareholderS

Common Shares

%

Preferref Shares

%

Number

%

ALMANACENES ÉXITO S.A.*

3,000

100.00%

0

0.00%

3,000

100.00%

TOTAL

3,000

100%

0

0%

3,000

100.00%

(*) Foreign Company

           

 

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

ALMANACENES ÉXITO S.A.

Shareholding at 9/30/2015
(In units)

ShareholderS*

Common Shares

%

Preferred

Shares

%

Number

%

Geant International B.V.

185,315,711

41.34%

-

0.00%

185,315,711

41.34%

Geant Fonciere B.V.               

47,725,428

10.65%

-

0.00%

47,725,428

10.65%

Fondo de Pensiones Obligatorias Porvenir Moderado

36,091,777

8.06%

-

0.00%

36,091,777

8.06%

Fondo de Pensiones Obligatorias Protección

24,528,833

5.47%

-

0.00%

24,528,833

5.47%

Oppenheimer Developing Markets Fund

15,445,685

3.45%

-

0.00%

15,445,685

3.45%

EXITO ADR Program                                                       

13,415,299

2,99%

-

0.00%

13,415,299

2,99%

Bergsaar B.V.

12,130,244

2.71%

-

0.00%

12,130,244

2.71%

Fondo de Pensiones Obligatorias Colfondos Moderado

10,204,475

2.28%

-

0.00%

10,204,475

2.28%

Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume

7,558,552

1.69%

-

0.00%

7,558,552

1.69%

Colombiana de Comercio S.A.

7,076,200

1.58%

-

0.00%

7,076,200

1.58%

Inversiones Pinamar S.A.

5,126,735

1.14%

-

0.00%

5,126,735

1.14%

Vanguard Emerging Markets Stock Index Fund

4,171,693

0.93%

-

0.00%

4,171,693

0.93%

Fondo Bursatil Ishares COLCAP

3,562,272

0.79%

-

0.00%

3,562,272

0.79%

Fondo de Pensiones Obligatorias Skandia S.A. 

3,483,760

0.78%

-

0.00%

3,483,760

0.78%

Abu Dhabi Investment Authority

1,853,179

0.41%

-

0.00%

1,853,179

0.41%

Vanguard Total International Stock Index Fund

1,776,699

0.40%

-

0.00%

1,776,699

0.40%

SF BARCLAYS Global Investors Services NA

1,547,570

0.35%

-

0.00%

1,547,570

0.35%

ISHARES MSCI Emerging Markets Index Fund

1,507,463

0.34%

-

0.00%

1,507,463

0.34%

Platinu7m International Brands Fund

1,222,959

0.27%

-

0.00%

1,222,959

0.27%

Cubides Olarte Henry

1,114,626

0.25%

-

0.00%

1,114,626

0.25%

Treasury Shares

635,835

0.01%

-

0.00%

635,835

0.01%

Others Shareholders

62,754,156

14.00%

-

0.00%

62,754,156

14.00%

TOTAL

448,240,151

100.00%

-

0.00%

448,240,151

100.00%

 

102

 


 

 

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

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

 

             

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 9/30/2015

Shareholding at 9/30/2015
(In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

94,019,178

94.32%

-

 

94,019,178

 

 

                 

Management

                 

Board of Directors

-

0.00%

3

 

3

 

Board of Executive Officers

-

0.00%

27,011

 

27,011

 

 

           

Treasury Shares

-

0.00%

232,586

 

232,586

 

 

           

Other Shareholders

5,660,673

5.68%

138,663,701

 

138,724,322

 

 

           

Total

99,679,851

100.00%

138,923,301

     

 

           

Outstanding Shares

99,679,851

100.00%

138,923,301

     
             
             

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 9/30/2014

Shareholding at 9/30/2014
(In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

9,887,819

5.97%

109,507,049

41.29%

 

           

Management

           

Board of Directors

-

0.00%

2

0.00%

2

0.00%

Board of Executive Officers

-

0.00%

18,029

0.01%

18,029

0.01%

 

           

Fiscal Council

-

0.00%

-

0.00%

-

 

 

           

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

           

Other Shareholders

60,621

0.06%

155,400,625

93.88%

155,461,246

58.62%

 

           

Total

99,679,851

100%

165,539,061

100.00%

265,218,912

100.00%

 

           

Outstanding Shares

60,621

0.06%

155,400,625

93.88%

155,461,246

58.62%

 

103

 

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 30, 2015 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



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


FORWARD-LOOKING STATEMENTS

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