cbditr1q16_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 May, 2016

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

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

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

Form 20-F   X   Form 40-F       

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

Yes ___ No   X  

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

Yes ___ No   X  

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

Yes ___ No   X  


 
 

 

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

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended March 31, 2016 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 March 31, 2016, which comprises the balance sheet as of March 31, 2016 and the related statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three-month period then ended, including the footnotes to the interim financial information.

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

Except for the matter described in the paragraph “Basis for qualified conclusion”, 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.

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.


 
 

Deloitte Touche Tohmatsu

 

Basis for qualified conclusion

As described in note 1.2, in December 2015 it was initiated an investigation process in the indirect subsidiary Cnova Comércio Eletrônico S.A. (“Cnova Brazil”), which resulted in adjustments related to certain accounting balances and charges to the statement of income recorded by the Company in December 2015. Such adjustments were recorded in the Company’s individual and consolidated financial statements for the year ended December 31, 2015, considering the facts and circumstances known at the time of preparation of such financial statements. The investigation and analyses continued to be made in Cnova Brazil, resulting in additional adjustments recorded in the statement of income for the three-month period ended March 31, 2016. Additionally, as described in such note, the investigations and analyses continue to be made and additional adjustments may be identified. However, through the date in which this quarterly financial information was prepared: (i) the investigation had not been completed and, accordingly, final adjustments are not completely measured; and (ii) Management has yet to analyze the entire set of information and the outcome of such investigation and reach the final conclusion on this matter. Consequently, we were unable to conclude on the final effects of these adjustments and on the sufficiency of the disclosures included in the notes to this interim financial information.

Conclusion on interim financial information

Based on our review, except for the possible effects related to the matter described in the paragraph “Basis for qualified conclusion”, 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.

Other matters

Statements of value added

We have also reviewed the individual and consolidated statements of value added for the three-month period ended March 31, 2016, 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, except for the possible effects related to the matter described in the paragraph “Basis for qualified conclusion”, 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, May 9, 2016

DELOITTE TOUCHE TOHMATSU

Eduardo Franco Tenório

Auditores Independentes

Engagement Partner

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Company Information

 

Capital Composition

2

Individual Interim Financial Information

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Income

5

Statement of Comprehensive Income

6

Statement of Cash Flows

7

Statement of Changes in Shareholders’ Equity

 

1/1/2016 to 3/31/2016

8

1/1/2015 to 3/31/2015

9

Statement of Value Added

10

Consolidated Interim Financial Information

 

Balance Sheet – Assets

11

Balance Sheet – Liabilities

12

Statement of Income

13

Statement of Comprehensive Income

14

Statement of Cash Flows

15

Statement of Changes in Shareholders’ Equity

 

1/1/2016 to 3/31/2016

16

1/1/2015 to 3/31/2015

17

Statement of Value Added

18

Comments on the Company`s Performance

19

Notes to the Interim Financial Information

40

Other information deemed as relevant by the Company

97

 

 

1


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Number of Shares

(thousand)

Current Quarter

3/31/2016

Share Capital

 

Common

99,680

Preferred

166,032

Total

265,712

Treasury Shares

 

Common

-

Preferred

233

Total

233

 

 

2


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
3.31.2016

Previous Year
12.31.2015

1

Total Assets

20,655,000

21,429,000

1.01

Current Assets

5,187,000

6,176,000

1.01.01

Cash and Cash Equivalents

1,510,000

2,247,000

1.01.03

Accounts Receivable

321,000

520,000

1.01.03.01

Trade Receivables

200,000

387,000

1.01.03.02

Other Receivables

121,000

133,000

1.01.04

Inventories

2,710,000

2,828,000

1.01.06

Recoverable Taxes

357,000

357,000

1.01.07

Prepaid Expenses

146,000

74,000

1.01.08

Other Current Assets

143,000

150,000

1.02

Noncurrent Assets

15,468,000

15,253,000

1.02.01

Long-term Assets

2,261,000

2,205,000

1.02.01.03

Accounts Receivable

74,000

67,000

1.02.01.03.02

Other Receivables

74,000

67,000

1.02.01.06

Deferred Taxes

73,000

50,000

1.02.01.07

Prepaid Expenses

17,000

19,000

1.02.01.08

Receivables from Related Parties

1,155,000

1,076,000

1.02.01.09

Other Noncurrent Assets

942,000

993,000

1.02.01.09.04

Recoverable Taxes

475,000

534,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

467,000

459,000

1.02.02

Investments

5,279,000

5,203,000

1.02.02.01

Investments in Associates and Subsidiaries

5,255,000

5,179,000

1.02.02.01.02

Investments in Subsidiaries

5,255,000

5,179,000

1.02.02.02

Investment properties

24,000

24,000

1.02.03

Property and Equipment, Net

6,533,000

6,525,000

1.02.04

Intangible Assets

1,395,000

1,320,000

 

 

 

3


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
3.31.2016

Previous Year
12.31.2015

2

Total Liabilities

20,655,000

21,429,000

2.01

Current Liabilities

6,458,000

6,375,000

2.01.01

Payroll and Related Taxes

386,000

390,000

2.01.02

Trade Payables

2,658,000

4,103,000

2.01.03

Taxes and Contributions Payable

132,000

135,000

2.01.04

Borrowings and Financing

2,415,000

828,000

2.01.05

Other Liabilities

862,000

915,000

2.01.05.01

Payables to Related Parties

283,000

268,000

2.01.05.02

Other

579,000

647,000

2.01.05.02.04

Utilities

3,000

3,000

2.01.05.02.05

Rent Payable

68,000

83,000

2.01.05.02.06

Advertisement Payable

62,000

45,000

2.01.05.02.07

Pass-through to Third Parties

8,000

43,000

2.01.05.02.08

Financing Related to Acquisition of Assets

37,000

100,000

2.01.05.02.09

Deferred Revenue

27,000

28,000

2.01.05.02.11

Other Payables

346,000

318,000

2.01.05.02.12

Loalty Programs

28,000

27,000

2.01.06

Provisions

5,000

4,000

2.02

Noncurrent Liabilities

3,770,000

4,590,000

2.02.01

Borrowings and Financing

2,401,000

3,277,000

2.02.02

Other Liabilities

824,000

791,000

2.02.02.02

Other

824,000

791,000

2.02.02.02.03

Taxes Payable in Installments

563,000

572,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

4,000

2.02.02.02.07

Other Accounts Payable

21,000

20,000

2.02.02.02.08

Provision for Negative Equity

236,000

195,000

2.02.04

Provisions

515,000

490,000

2.02.06

Deferred Revenue

30,000

32,000

2.03

Shareholders’ Equity

10,427,000

10,464,000

2.03.01

Share Capital

6,806,000

6,806,000

2.03.02

Capital Reserves

308,000

302,000

2.03.02.04

Options Granted

301,000

295,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,440,000

3,440,000

2.03.04.01

Legal Reserve

430,000

417,000

2.03.04.05

Earnings Retention Reserve

568,000

581,000

2.03.04.10

Expansion Reserve

2,624,000

2,624,000

2.03.04.12

Transactions with non-controlling interests

(32,000)

(32,000)

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

(59,000)

-

2.03.08

Other Comprehensive Income

(68,000)

(84,000)

 

 

 

4


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Income

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

3.01

Net Sales of Goods and/or Services

5,752,000

5,514,000

3.02

Cost of Goods Sold and/or Services Sold

(4,289,000)

(4,072,000)

3.03

Gross Profit

1,463,000

1,442,000

3.04

Operating Income/Expenses

(1,383,000)

(1,066,000)

3.04.01

Selling Expenses

(1,094,000)

(943,000)

3.04.02

General and Administrative Expenses

(134,000)

(129,000)

3.04.05

Other Operating Expenses

(177,000)

(143,000)

3.04.05.01

Depreciation/Amortization

(125,000)

(117,000)

3.04.05.03

Other Operating Expenses

(52,000)

(26,000)

3.04.06

Share of Profit of Subsidiaries and Associates

22,000

149,000

3.05

Profit before Financial Income (Expenses) and Taxes

80,000

376,000

3.06

Financial Income (Expenses)

(168,000)

(168,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

(88,000)

208,000

3.08

Income Tax and Social Contribution

29,000

(16,000)

3.08.01

Current

6,000

-

3.08.02

Deferred

23,000

(16,000)

3.09

Net Income (loss) from Continued Operations

(59,000)

192,000

3.11

Net Income (loss) for the Period

(59,000)

192,000

3.99

Earnings per Share - (Reais/Share)

-

-

3.99.01

Basic Earnings per Share

-

-

3.99.01.01

Common

(0.22227)

0.68141

3.99.01.02

Preferred

(0.22227)

0.74955

3.99.02

Diluted Earnings per Share

-

-

3.99.02.01

Common

(0.22227)

0.68099

3.99.02.02

Preferred

(0.22227)

0.74765

 

 

 

5


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Comprehensive Income

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

4.01

Net income (loss) for the Period

(59,000)

192,000

4.02

Other Comprehensive Income

16,000

(6,000)

4.02.01

Accumulative Translation Adjustment for the Period

16,000

(6,000)

4.03

Total Comprehensive Income for the Period

(43,000)

186,000

 

 

 

6


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

Companhia Brasileira de Distribuição

 

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

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

6.01

Net Cash Provided by Operating Activities

(1,075,000)

(502,000)

6.01.01

Cash Provided by the Operations

256,000

381,000

6.01.01.01

Net Income (loss) for the Period

(59,000)

192,000

6.01.01.02

Deferred Income and Social Contribution Taxes

(23,000)

16,000

6.01.01.03

Gain (Losses) on Disposal of Fixed Assets and Intangibles

20,000

3,000

6.01.01.04

Depreciation/Amortization

135,000

128,000

6.01.01.05

Interest and Inflation Adjustments

146,000

189,000

6.01.01.06

Adjustment to Present Value

2,000

(2,000)

6.01.01.07

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

(22,000)

(149,000)

6.01.01.08

Provision for Risks (note 22)

18,000

(10,000)

6.01.01.10

Share-based Payment

6,000

4,000

6.01.01.11

Allowance for Doubtful Accounts (note 08)

2,000

-

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

26,000

(2,000)

6.01.01.14

Other Operating Expenses

8,000

24,000

6.01.01.15

Deferred Revenue (note 24)

(3,000)

(12,000)

6.01.02

Changes in Assets and Liabilities

(1,331,000)

(883,000)

6.01.02.01

Accounts Receivable

185,000

66,000

6.01.02.02

Recoverable Taxes

57,000

(74,000)

6.01.02.03

Inventories

92,000

(75,000)

6.01.02.04

Other Assets

(51,000)

(71,000)

6.01.02.06

Trade Payables

(1,445,000)

(758,000)

6.01.02.07

Payroll and Related Taxes

(4,000)

29,000

6.01.02.08

Related Parties

(83,000)

127,000

6.01.02.09

Restricted Deposits for Legal Proceeding

(1,000)

(9,000)

6.01.02.10

Taxes and Social Contributions Payable

(26,000)

(78,000)

6.01.02.11

Legal claims

(13,000)

(5,000)

6.01.02.12

Deferred Revenue

10,000

-

6.01.02.13

Other Payables

(52,000)

(35,000)

6.02

Net Cash Provided by (Used in) Investing Activities

(175,000)

(230,000)

6.02.02

Acquisition of Property and Equipment (note 14)

(153,000)

(211,000)

6.02.03

Increase in Intangible Assets (note 15)

(24,000)

(27,000)

6.02.04

Sales of Property and Equipment

2,000

8,000

6.03

Net Cash Provided by (Used in) Financing Activities

513,000

(206,000)

6.03.01

Capital Increase

-

1,000

6.03.02

Borrowings

900,000

215,000

6.03.03

Payments (note 17)

(386,000)

(418,000)

6.03.05

Payment of Dividends

(1,000)

-

6.03.08

Transactions with Non-controlling Interest

-

(4,000)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(737,000)

(938,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,247,000

2,923,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,510,000

1,985,000

 

 

 

7


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Companhia Brasileira de Distribuição

                                                                                                                                                                                          

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 3/31/2016

               

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

6,806,000

302,000

3,440,000

-

(84,000)

10,464,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,440,000

-

(84,000)

10,464,000

5.04

Capital Transactions with Shareholders

-

6,000

-

-

-

6,000

5.04.03

Options Granted

-

4,000

-

-

-

4,000

5.04.08

Options Granted recognized in subsidiaries

-

2,000

-

-

-

2,000

5.05

Total Comprehensive Income

-

-

-

(59,000)

16,000

(43,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(59,000)

-

(59,000)

5.05.02

Other Comprehensive Income

-

-

-

-

16,000

16,000

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

16,000

16,000

5.07

Closing Balance

6,806,000

308,000

3,440,000

(59,000)

(68,000)

10,427,000

 

 

 

8


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

                                                                                                                                                                                          

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 3/31/2015

               

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

1,000

4,000

-

-

-

5,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

5.04.08

Options Granted recognized in subsidiaries

-

1,000

-

-

-

1,000

5.05

Total Comprehensive Income

-

-

-

192,000

(6,000)

186,000

5.05.01

Net Income for the Period

-

-

-

192,000

-

192,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

5.06.05

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,793,000

286,000

3,500,000

192,000

(5,000)

10,766,000

 

 

 

9


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

7.01

Revenues

6,246,000

5,976,000

7.01.01

Sales of Goods, Products and Services

6,245,000

5,969,000

7.01.02

Other Revenues

3,000

7,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(2,000)

-

7.02

Products Acquired from Third Parties

(4,884,000)

(4,681,000)

7.02.01

Costs of Products, Goods and Services Sold

(4,246,000)

(4,160,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(638,000)

(521,000)

7.03

Gross Value Added

1,362,000

1,295,000

7.04

Retention

(135,000)

(128,000)

7.04.01

Depreciation and Amortization

(135,000)

(128,000)

7.05

Net Value Added Produced

1,227,000

1,167,000

7.06

Value Added Received in Transfer

63,000

221,000

7.06.01

Share of Profit of Subsidiaries and Associates

22,000

149,000

7.06.02

Financial Revenue

41,000

72,000

7.07

Total Value Added to Distribute

1,290,000

1,388,000

7.08

Distribution of Value Added

1,290,000

1,388,000

7.08.01

Personnel

662,000

618,000

7.08.01.01

Direct Compensation

427,000

434,000

7.08.01.02

Benefits

139,000

133,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

39,000

36,000

7.08.01.04

Other

57,000

15,000

7.08.02

Taxes, Fees and Contributions

336,000

212,000

7.08.02.01

Federal

195,000

133,000

7.08.02.02

State

106,000

48,000

7.08.02.03

Municipal

35,000

31,000

7.08.03

Value Distributed to Providers of Capital

351,000

366,000

7.08.03.01

Interest

210,000

240,000

7.08.03.02

Rentals

141,000

126,000

7.08.04

Value Distributed to Shareholders

(59,000)

192,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

(59,000)

192,000

 

 

10


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter
3.31.2016

Previous Year
12.31.2015

1

Total Assets

43,764,000

47,502,000

1.01

Current Assets

21,113,000

24,998,000

1.01.01

Cash and Cash Equivalents

4,448,000

11,015,000

1.01.03

Accounts Receivable

5,650,000

3,576,000

1.01.03.01

Trade Receivables

5,329,000

3,218,000

1.01.03.02

Other Receivables

321,000

358,000

1.01.04

Inventories

9,185,000

8,989,000

1.01.06

Recoverable Taxes

1,251,000

1,102,000

1.01.07

Prepaid Expenses

432,000

157,000

1.01.08

Other Current Assets

147,000

159,000

1.02

Noncurrent Assets

22,651,000

22,504,000

1.02.01

Long-term Assets

5,139,000

5,090,000

1.02.01.03

Accounts Receivable

755,000

723,000

1.02.01.03.01

Trade Receivables

123,000

98,000

1.02.01.03.02

Other Receivables

632,000

625,000

1.02.01.06

Deferred Taxes

542,000

564,000

1.02.01.07

Prepaid Expenses

66,000

50,000

1.02.01.08

Receivables from Related Parties

312,000

309,000

1.02.01.09

Other Noncurrent Assets

3,464,000

3,444,000

1.02.01.09.04

Recoverable Taxes

2,397,000

2,445,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

1,067,000

999,000

1.02.02

Investments

439,000

407,000

1.02.02.01

Investments in Associates

414,000

382,000

1.02.02.02

Investments Property

25,000

25,000

1.02.03

Property and Equipment, Net

10,440,000

10,398,000

1.02.04

Intangible Assets

6,633,000

6,609,000

 

 

11


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter
3.31.2016

Previous Year
12.31.2015

2

Total Liabilities

43,764,000

47,502,000

2.01

Current Liabilities

22,689,000

25,230,000

2.01.01

Payroll and Related Taxes

1,001,000

1,023,000

2.01.02

Trade Payables

10,847,000

15,485,000

2.01.03

Taxes and Contributions Payable

932,000

830,000

2.01.04

Borrowings and Financing

6,005,000

3,814,000

2.01.05

Other Liabilities

3,894,000

4,072,000

2.01.05.01

Payables to Related Parties

1,446,000

563,000

2.01.05.02

Other

2,448,000

3,509,000

2.01.05.02.01

Dividends and Interest on Capital Payable

2,000

1,000

2.01.05.02.04

Utilities

13,000

16,000

2.01.05.02.05

Rent Payable

133,000

151,000

2.01.05.02.06

Advertisement Payable

83,000

121,000

2.01.05.02.07

Pass-through to Third Parties

364,000

398,000

2.01.05.02.08

Financing Related to Acquisition of Assets

70,000

113,000

2.01.05.02.09

Deferred revenue

426,000

420,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

80,000

76,000

2.01.05.02.12

Other Payables

897,000

1,128,000

2.01.05.02.13

Loalty Programs

30,000

30,000

2.01.05.02.14

Suppliers - structured program

350,000

1,055,000

2.01.06

Provisions

10,000

6,000

2.02

Noncurrent Liabilities

7,517,000

8,616,000

2.02.01

Borrowings and Financing

3,120,000

4,164,000

2.02.02

Other Liabilities

641,000

649,000

2.02.02.02

Other

641,000

649,000

2.02.02.02.03

Taxes Payable in Installments

563,000

572,000

2.02.02.02.04

Payables Related to Acquisition of Companies

27,000

28,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

4,000

2.02.02.02.06

Pension Plan

11,000

11,000

2.02.02.02.07

Other Payables

36,000

34,000

2.02.03

Deferred Taxes

1,148,000

1,184,000

2.02.04

Provisions

1,437,000

1,396,000

2.02.06

Deferred revenue

1,171,000

1,223,000

2.03

Consolidated Shareholders’ Equity

13,558,000

13,656,000

2.03.01

Share Capital

6,806,000

6,806,000

2.03.02

Capital Reserves

308,000

302,000

2.03.02.04

Options Granted

301,000

295,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,440,000

3,440,000

2.03.04.01

Legal Reserve

430,000

417,000

2.03.04.05

Earnings Retention Reserve

568,000

581,000

2.03.04.10

Expansion Reserve

2,624,000

2,624,000

2.03.04.12

Transactions with Non-Controlling interests

(32,000)

(32,000)

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

(59,000)

-

2.03.08

Other Comprehensive Income

(68,000)

(84,000)

2.03.09

Non-controlling Interests

3,131,000

3,192,000

 

 

12


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Income

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

3.01

Net Sales from Goods and/or Services

17,754,000

17,237,000

3.02

Cost of Goods Sold and/or Services Sold

(13,881,000)

(13,105,000)

3.03

Gross Profit

3,873,000

4,132,000

3.04

Operating Income/Expenses

(3,738,000)

(3,446,000)

3.04.01

Selling Expenses

(2,964,000)

(2,716,000)

3.04.02

General and Administrative Expenses

(488,000)

(459,000)

3.04.05

Other Operating Expenses

(318,000)

(299,000)

3.04.05.01

Depreciation/Amortization

(250,000)

(231,000)

3.04.05.03

Other Operating Expenses

(68,000)

(68,000)

3.04.06

Share of Profit of Subsidiaries and Associates

32,000

28,000

3.05

Profit before Financial Income (Expenses) and Taxes

135,000

686,000

3.06

Financial Income (Expenses), Net

(317,000)

(281,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

(182,000)

405,000

3.08

Income tax and Social Contribution

3,000

(153,000)

3.08.01

Current

(24,000)

(96,000)

3.08.02

Deferred

27,000

(57,000)

3.09

Net Income (loss) from Continuing Operations

(179,000)

252,000

3.11

Consolidated Net Income for the Period

(179,000)

252,000

3.11.01

Attributable to Owners of the Company

(59,000)

192,000

3.11.02

Attributable to Non-controlling Interests

(120,000)

60,000

3.99

Earnings per Share - (Reais/Share)

-

-

3.99.01

Basic Earnings per Share

-

-

3.99.01.01

Common

(0.22227)

0.68141

3.99.01.02

Preferred

(0.22227)

0.74955

3.99.02

Diluted Earnings per Share

-

-

3.99.02.01

Common

(0.22227)

0.68099

3.99.02.02

Preferred

(0.22227)

0.74765

 

13


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

4.01

Net Income (loss) for the Period

(179,000)

252,000

4.02

Other Comprehensive Income

73,000

(16,000)

4.02.01

Cumulative Translation adjustment

73,000

(16,000)

4.03

Total Comprehensive Income for the Period

(106,000)

236,000

4.03.01

Attributable to Owners of the Company

(43,000)

186,000

4.03.02

Attributable to Non-Controlling Interests

(63,000)

50,000

 

14


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

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

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

6.01

Net Cash Provided by Operating Activities

(7,975,000)

(4,639,000)

6.01.01

Cash from Operations

405,000

1,018,000

6.01.01.01

Net Income (loss) for the Period

(179,000)

252,000

6.01.01.02

Deferred Income Tax and Social Contribution (note 21)

(27,000)

57,000

6.01.01.03

Gain (Losses) on Disposal of Fixed Assets and Intangibles

46,000

15,000

6.01.01.04

Depreciation/Amortization

280,000

264,000

6.01.01.05

Interest and Inflation Adjustments

272,000

328,000

6.01.01.06

Adjustment to Present Value

3,000

(1,000)

6.01.01.07

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

(32,000)

(28,000)

6.01.01.08

Provision for Risks (note 23)

69,000

52,000

6.01.01.10

Share-based Payment

8,000

5,000

6.01.01.11

Allowance for Doubtful Accounts (note 08)

109,000

96,000

6.01.01.13

Provision for Obsolescence/breakage (note 10)

5,000

(7,000)

6.01.01.14

Deferred revenue (note 24)

(55,000)

(17,000)

6.01.01.15

Other Operating Expenses

-

2,000

6.01.01.18

Gain in disposal of subsidiaries

(94,000)

-

6.01.02

Changes in Assets and Liabilities

(8,380,000)

(5,657,000)

6.01.02.01

Accounts Receivable

(2,275,000)

(1,411,000)

6.01.02.02

Inventories

(259,000)

(460,000)

6.01.02.03

Recoverable Taxes

(75,000)

(263,000)

6.01.02.04

Other Assets

(196,000)

(206,000)

6.01.02.05

Related Parties

34,000

(179,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(55,000)

(15,000)

6.01.02.07

Trade Payables

(4,544,000)

(2,447,000)

6.01.02.08

Payroll and Related Taxes

(21,000)

59,000

6.01.02.09

Taxes and Social Contributions Payable

76,000

(245,000)

6.01.02.10

Legal Claims

(70,000)

(66,000)

6.01.02.11

Other Payables

(300,000)

(405,000)

6.01.02.12

Deferred revenue

10,000

(19,000)

6.01.02.17

Suppliers - structured program

(705,000)

-

6.02

Net Cash Provided by (Used in) Investing Activities

(263,000)

(479,000)

6.02.02

Acquisition of Property and Equipment (note 15)

(284,000)

(413,000)

6.02.03

Increase in Intangible Assets (note 16)

(83,000)

(103,000)

6.02.04

Sales of Property and Equipment

13,000

30,000

6.02.06

Net Cash From Sale of Subsidiary

91,000

7,000

6.03

Net Cash Provided by Financing Activities

1,667,000

110,000

6.03.01

Capital Increase/Decrease

-

1,000

6.03.02

Borrowings

2,409,000

1,571,000

6.03.03

Payments (note 17)

(1,592,000)

(2,209,000)

6.03.05

Transactions with non-controlling interests

-

(4,000)

6.03.08

Borrowings with Related Parties

851,000

751,000

6.03.09

Payments of Dividends

(1,000)

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

4,000

4,000

6.05

Increase (Decrease) in Cash and Cash Equivalents

(6,567,000)

(5,004,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

11,015,000

11,149,000

6.05.02

Cash and Cash Equivalents at the End of the Period

4,448,000

6,145,000

 

15


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 3/31/2016

                   

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

6,806,000

302,000

3,440,000

-

(84,000)

10,464,000

3,192,000

13,656,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,440,000

-

(84,000)

10,464,000

3,192,000

13,656,000

5.04

Capital Transactions with Shareholders

-

6,000

-

-

-

6,000

2,000

8,000

5.04.03

Options Granted

-

4,000

-

-

-

4,000

-

4,000

5.04.08

Options Granted Recognized in Subsidiaries

-

2,000

-

-

-

2,000

2,000

4,000

5.05

Total Comprehensive Income

-

-

-

(59,000)

16,000

(43,000)

(63,000)

(106,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(59,000)

-

(59,000)

(120,000)

(179,000)

5.05.02

Other Comprehensive Income

-

-

-

-

16,000

16,000

57,000

73,000

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

16,000

16,000

57,000

73,000

5.07

Closing Balance

6,806,000

308,000

3,440,000

(59,000)

(68,000)

10,427,000

3,131,000

13,558,000

 

16


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 3/31/2015

                   

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

1,000

4,000

-

-

-

5,000

1,000

6,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

-

3,000

5.04.08

Options Granted Recognized in Subsidiaries

-

1,000

-

-

-

1,000

1,000

2,000

5.05

Total Comprehensive Income

-

-

-

192,000

(6,000)

186,000

50,000

236,000

5.05.01

Net Income for the Period

-

-

-

192,000

-

192,000

60,000

252,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.06.05

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,793,000

286,000

3,500,000

192,000

(5,000)

10,766,000

3,951,000

14,717,000

 

 

 

17


 
 

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

ITR – Interim Financial Information – March 31, 2016 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description

Year To Date
Current Period
1/01/2016 to
3/31/2016

Year To Date
Previous Period
1/01/2015 to
3/31/2015

7.01

Revenues

20,141,000

19,112,000

7.01.01

Sales of Goods, Products and Services

20,040,000

19,200,000

7.01.02

Other Revenues

210,000

8,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(109,000)

(96,000)

7.02

Products Acquired from Third Parties

(16,071,000)

(14,816,000)

7.02.01

Costs of Products, Goods and Services Sold

(14,010,000)

(13,091,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(2,061,000)

(1,725,000)

7.03

Gross Value Added

4,070,000

4,296,000

7.04

Retention

(280,000)

(264,000)

7.04.01

Depreciation and Amortization

(280,000)

(264,000)

7.05

Net Value Added Produced

3,790,000

4,032,000

7.06

Value Added Received in Transfer

229,000

244,000

7.06.01

Share of Profit of Subsidiaries and Associates

32,000

28,000

7.06.02

Financial Income

197,000

216,000

7.07

Total Value Added to Distribute

4,019,000

4,276,000

7.08

Distribution of Value Added

4,019,000

4,276,000

7.08.01

Personnel

1,718,000

1,764,000

7.08.01.01

Direct Compensation

1,237,000

1,299,000

7.08.01.02

Benefits

289,000

286,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

102,000

99,000

7.08.01.04

Other

90,000

80,000

7.08.01.04.01

Interest

90,000

80,000

7.08.02

Taxes, Fees and Contributions

1,553,000

1,364,000

7.08.02.01

Federal

1,077,000

901,000

7.08.02.02

State

409,000

401,000

7.08.02.03

Municipal

67,000

62,000

7.08.03

Value Distributed to Providers of Capital

927,000

896,000

7.08.03.01

Interest

513,000

497,000

7.08.03.02

Rentals

414,000

399,000

7.08.04

Value Distributed to Shareholders

(179,000)

252,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

(59,000)

192,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

(120,000)

60,000

 

 

 

18


 

 

 

São Paulo, Brazil, May 10, 2016 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its results for the first quarter of 2016 (1Q16). The comments refer to the consolidated results of the Group or of its business units. All comparisons are with the same period in 2015, except where stated otherwise.


First quarter 2016 Results

§   GPA net sales reach R$17.8 billion in 1Q16, with a remarkable 10.9% growth in the food segment;

§   Same-store sales in the food segment up 6.0%, the best performance in the last 12 months.;

§   Selling, general and administrative expenses were below the inflation rate: Highlighting the optimization of expenses at Via Varejo, with nominal reduction from 1Q15, and Assaí, where the increase in expenses was lower than sales growth as a result of greater discipline in controlling costs.

§   Greater selectivity in the expansion plan, with the focus on formats with higher returns: opening of 1 Minimercado Extra and 1 Assaí store, in addition to 15 stores currently under construction;

§   Cash management strategy enabled 12.6% growth in financial results, below the interest rate;

 

§   Multivarejo:

o    Improved sales trend across all banners;

o    Intensification of price competitiveness and adjustment of commercial dynamics to the current scenario, especially in the Extra banner, with the launch of the "1,2,3 Steps to Saving” campaign;

o    Adjusted EBITDA of R$308 million reflects the initial impacts of the new strategy at Extra. This dynamic of more competitive pricing should be compensated by increased customer traffic and volume in coming quarters;

o    Profitability level of Pão de Açúcar and Proximity similar to 1Q15

§   Assaí:

o    Total net sales increased by 36.2%, the highest quarterly growth since 1Q14, combined with strong double-digit same-store performance, significantly above inflation;

o    EBITDA up 43.9%, significantly outpacing sales growth in the period;

o    Strong net income growth of 103% in the quarter;

o    Financial structure of low leverage finances organic expansion of the banner; between 12 and 15 stores expected to be opened in 2016    .

§   Via Varejo:

o    Consistent market share gains and acceleration of the dynamics of recovery on same-store sales;

o    Gross margin of 30.6%, down 250 bps from 1Q15 but stable in relation to 4Q15, underlining the promotional strategy adopted in the period;

o    Adjustments to cost structure made in 2015 and 1Q16 led to nominal reduction in selling, general and administrative expenses. Via Varejo will continue the initiatives to adjust the cost structure;

o    Net income attributable to controlling shareholders, adjusted for other revenues and expenses, amounted to R$33 million in 1Q16.

§   Cnova Brasil:

o    Marketplace already has more than 2,300 partner stores, with 15.6% share of GMV, up 850 bps from the previous year;

o    Significant stock-out level reduction, providing a better customer service

o    Acceleration of synergies in distribution centers with Via Varejo

   

 

Consolidated (1)

 

Food Businesses

 

Via Varejo

(R$ million)(2)

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

                       

Gross Revenue

20,040

19,200

4.4%

 

10,721

9,644

11.2%

 

5,411

6,085

-11.1%

Net Revenue

17,754

17,237

3.0%

 

9,888

8,916

10.9%

 

4,689

5,371

-12.7%

Gross Profit

3,873

4,132

-6.3%

 

2,184

2,100

4.0%

 

1,433

1,778

-19.4%

Gross Margin

21.8%

24.0%

-220 bps

 

22.1%

23.6%

-150 bps

 

30.6%

33.1%

-250 bps

Total Operating Expenses

(3,487)

(3,215)

8.5%

 

(1,843)

(1,604)

14.9%

 

(1,286)

(1,245)

3.3%

% of Net Revenue

19.6%

18.7%

90 bps

 

18.6%

18.0%

60 bps

 

27.4%

23.2%

420 bps

EBITDA (3)

417

949

-56.1%

 

354

511

-30.6%

 

157

546

-71.2%

EBITDA Margin

2.3%

5.5%

-320 bps

 

3.6%

5.7%

-210 bps

 

3.4%

10.2%

-680 bps

Adjusted EBITDA(4)

484

1,017

-52.4%

 

409

538

-24.1%

 

198

541

-63.4%

Adjusted EBITDA Margin

2.7%

5.9%

-320 bps

 

4.1%

6.0%

-190 bps

 

4.2%

10.1%

-590 bps

Net Financial Revenue (Expenses)

(317)

(281)

12.6%

 

(183)

(172)

6.8%

 

(37)

(88)

-57.9%

% of Net Revenue

1.8%

1.6%

20 bps

 

1.9%

1.9%

0 bps

 

0.8%

1.6%

-80 bps

Net Income (Loss) - Controlling Shareholders

(59)

192

n.a.

 

(8)

122

n.a.

 

21

116

-82.0%

Net Margin

-0.3%

1.1%

-140 bps

 

-0.1%

1.4%

-150 bps

 

0.4%

2.2%

-180 bps

Adjusted Net Income (Loss) - Controlling Shareholders (5)

(17)

226

n.a.

 

33

142

-77.0%

 

33

115

-71.6%

Adjusted Net Margin

-0.1%

1.3%

-140 bps

 

0.3%

1.6%

-130 bps

 

0.7%

2.1%

-140 bps

 

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

 

 

19


 

 

Sales Performance

 
Net Revenue   1Q16 x 1Q15
(R$ million) 1Q16 Δ
Consolidated (1) 17,754 3.0%
Food Businesses 9,888 10.9%
Multivarejo (2) 6,740 2.0%
Assaí 3,148 36.2%
Non-Food Businesses 7,881 -5.5%
Cnova 3,177 7.7%

Via Varejo (3)

4,704 -12.7%

 

Δ Net 'Same-Store' Sales
  1Q16
Consolidated (1) 0.8%
Multivarejo + Assaí 6.0%
Cnova 7.7%
Via Varejo (3) -11.8%

(1) Excludes revenue from intercompany transactions; (2) Extra and Pão de Açúcar banners; (3) Includes revenue from intercompany transactions.

 

Sales Performance – Consolidated

 

§        In 1Q16, consolidated net sales totaled R$17.8 billion, up 3.0%, reflecting a consumption environment strongly impacted by the adverse macroeconomic scenario;

 

§        The food segment (Multivarejo + Assaí) delivered remarkable performance, with total net sales growth of 10.9%, driven by stronger sales at Assaí (+36.2%) combined with improved sales at Multivarejo (+2.0%);

 

§         Via Varejo once again registered the best sales performance since 2Q15, gradually recovering during the quarter, accompanied by market share growth;

 

§        The Company has become more selective about its organic expansion plan for the year, with the focus on higher-return formats (Assaí and Proximity). During the quarter one Minimercado Extra and one Assaí store were opened. The Assaí banner already funds its own organic growth and expects to open between 12 and 15 stores in the year, similarly to in 2015. At present, 15 stores are under construction, namely: 8  Assaí, 2 Pão de Açúcar, 4 Minuto Pão de Açúcar and 1 Minimercado Extra. 

 

 

 

 

20


 

 

Food Business (Multivarejo + Assaí)

 

§        Net sales grew 10.9% in the quarter, the highest in the last 12 months, totaling R$9.9 billion, mainly due to the solid performance of the 96 Assaí stores, whose share of total food sales already exceeds the share of the hypermarket format;

 

§        On a same-store basis, food segment sales increased by 6.0%, the best performance in the last 12 months. This growth trend is observed in both Assaí and Multivarejo, with the growth registered by Pão de Açúcar and Proximity stores combined with that of Assaí coming close to the inflation in the period. Adjusted for the calendar effect, same-store sales in the Food segment would have grown 3.1%, in line with the adjusted growth in 1Q15, despite the impact of economic slowdown on consumption. Note that sales performance improved gradually during the quarter;

 

§       One of the highlights was the resilience shown by the food segment, which has delivered market share gains and improved sales performance by most of its banners in comparison with the second half of 2015, despite the stronger comparison basis. The food segment has been increasing its share of sales and already accounts for 56% of the Group’s portfolio;

 

§       It is important to highlight the improved sales performance by Multivarejo banners as a result of: (i) differentiated services and new product launches at Pão de Açúcar, translated into market share gains in most of the months in the last two years; (ii) the growth of the Proximity format, which has been growing its market share consecutively in the last 12 months, mainly through organic growth with the focus on higher-return formats (Minuto Pão de Açúcar); and (iii) the new commercial dynamics, more appropriate for the current scenario, which together with the continued adjustments to the assortment to meet consumer needs, operational improvements and modernization of assets in the Extra banner also helped in the recovery of Multivarejo;

 

§        Assaí continued to deliver strong sales growth, with net sales increasing by 36.2%, reflecting the favorable economic scenario for the segment and double-digit same-store sales growth, combined with the maturation of stores opened in the last 12 months. This result was driven by the correct positioning of the banner, which serves price-sensitive customers, reflecting in significant market share gains. The banner remains focused on the expansion plan, with another store opened in the quarter, bringing to nine the total number of stores opened in the last 12 months.    

 

 

 

Via Varejo

 

§        Net sales totaled R$4.7 billion, down 11.8% on a same-store basis. Total sales fell 12.7%. In the quarter, sales fell more sharply in January due to the strong comparison base of January 2015, while February and March performed above the quarterly average. In addition, Via Varejo continued to close underperforming stores. Mobile phones and sales of services grew sharply in the period compared to 1Q15;

§        Via Varejo continued to intensify its strategy of price competitiveness and better promotions which, combined with the healthy sales performance of services, has helped improve the company’s sales despite the continuing trend of weak consumption in Brazil. Consequently, Via Varejo has been

 

 

21


 

increasing its market share;

§        The performance of telephone categories in the stores renovated under the new concepts is 1,790 bps above the company average. In 2016, the Company will accelerate the renovation of telephone and furniture categories, thereby leveraging sales and improving the shopping experience for customers;

§       Via Varejo continues to offer a comprehensive range of payment options such as cash, credit cards, co-branded credit cards and payment books. The Company operates strictly and meticulously to control the credit risk in both the payment book operation and in credit card installment payments;

§        In the coming quarters, Via Varejo will continue to focus on increasing store productivity and improving customer service levels. With this, it expects to increasingly strengthen its competitive advantages and leverage its structural gains in market share.

 

 

 Cnova Brasil

 

§        GMV totaled €401.8 million (R$1,729 million) in the first quarter of 2016, down -10.5% p.a. on a constant currency basis. In the same period, the share of marketplace in GMV reached 15.6% (+852 bps in the annual comparison). On March 31, 2016, we had more than 2,300 vendors in the marketplace;

§        Traffic grew 15.7% p.a. to 269 million visits in the first quarter of 2016, with mobile devices accounting for 44.0% of total traffic;

§        Improvements in customer service in the quarter include the resolution of flaws in order processing, improved service at call centers and significant reduction in stockout levels.

 

 

22


 

 

Cnova Investigation

As announced by the Company and the subsidiary Cnova NV on December 18, 2015, the Board of Directors of Cnova had hired external legal advisors and accounting experts to help review issues, including alleged irregularities in the conduct of employees related to inventory management, at the distribution centers (DCs) of its Brazilian subsidiary. Cnova also identified discrepancies related to trade accounts payable and accounts receivable/products in transit with carriers.

On February 24, 2016, Cnova provided an estimated quantification of the overstatement of net sales and accounts receivable, the over-valuation of inventory as well as the incorrect accounting entries primarily related to accounts payable. The combined impact of these adjustments on operating EBIT was estimated at approximately R$177 million. This adjustment was fully booked in the financial statements of the fourth quarter of 2015.

On April 26, 2016, Cnova announced that the internal review was still in progress, with the following topics identified in addition to the issues reported on December 31, 2015:

§        Effects of unintentional errors arising from “orders to be invoiced” to customers and “provision for freight”, whose accounting impact of R$42 million was recorded as a debit entry in the income statement for the quarter ended March 31, 2016, of which R$20 million under revenue from “net sales from goods and services” and R$22 million under “cost of goods sold and services sold”;

§       The ongoing review at Cnova Brasil recently identified other issues (related to incorrect capitalization of expenses in intangible assets) that are currently undergoing additional reviews. The amount under investigation is approximately R$200 million, which, according to Cnova management, may have a partial adjustment of this amount. However, on the date of approval of these interim financial statements, not all elements are available to conclude this measurement, and thus no adjustment related to this matter was recorded in the quarterly financial information as of March 31, 2016.

In view of the above, the Company now expects to file its annual report on Form 20-F for the fiscal year ended December 31, 2015 by no sooner than June 2016. As such, the Company filed a 12b-25 form with the U.S. Securities and Exchange Commission (SEC) justifying the delay in filing said report.

 

 

 

 

23


 

Operating Performance

Consolidated

       

(R$ million)

1Q16

1Q15

Δ

       

Gross Revenue

20,040

19,200

4.4%

Net Revenue

17,754

17,237

3.0%

Gross Profit

3,873

4,132

-6.3%

Gross Margin

21.8%

24.0%

-220 bps

Selling Expenses

(2,964)

(2,716)

9.1%

General and Administrative Expenses

(488)

(459)

6.3%

Equity Income

32

28

16.9%

Other Operating Revenue (Expenses)

(68)

(68)

-0.2%

Total Operating Expenses

(3,487)

(3,215)

8.5%

% of Net Revenue

19.6%

18.7%

90 bps

Depreciation (Logistic)

31

32

-3.3%

EBITDA

417

949

-56.1%

EBITDA Margin

2.3%

5.5%

-320 bps

Adjusted EBITDA (1)

484

1,017

-52.4%

Adjusted EBITDA Margin

2.7%

5.9%

-320 bps

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

 

The Company's gross margin reached 21.8% in the quarter, mainly due to the lower contribution of Via Varejo to consolidated gross profit, in addition to the continuation of investments in price competitiveness in Multivarejo operations, especially at Extra banner.

 

The nominal growth of selling, general and administrative expenses was 8.7% in 1Q16, below inflation in the period, despite the opening of 100 new stores in the last 12 months, mainly due to the optimization of expenses  at Via Varejo. Moreover, it is important to highlight that expenses grew below sales increase in Assaí as a result of discipline in cost control.

The Company incurred other operating income and expenses of R$68 million in the quarter. Most of this amount is related to expenses with integration and restructuring, net result from fixed assets, and costs of the Cnova investigation.

Adjusted EBITDA, which excludes other operating income and expenses, stood at R$484 million in the quarter. This result primarily reflects the lower contribution of Via Varejo to the Company's EBITDA due to the downturn in the consumer goods market, in addition to the strong EBITDA margin of 10.1% presented in Via Varejo at 1Q15.  

 

 

 

24


 

Multivarejo

       

(R$ million)

1Q16

1Q15

Δ

       

Gross Revenue

7,307

7,147

2.2%

Net Revenue

6,740

6,605

2.0%

Gross Profit

1,755

1,786

-1.8%

Gross Margin

26.0%

27.0%

-100 bps

Selling Expenses

(1,312)

(1,197)

9.6%

General and Administrative Expenses

(170)

(155)

9.4%

Equity Income

23

21

8.3%

Other Operating Revenue (Expenses)

(54)

(27)

97.4%

Total Operating Expenses

(1,512)

(1,358)

11.4%

% of Net Revenue

22.4%

20.6%

180 bps

Depreciation (Logistic)

13

13

-4.3%

EBITDA

255

441

-42.3%

EBITDA Margin

3.8%

6.7%

-290 bps

Adjusted EBITDA (1)

308

468

-34.2%

Adjusted EBITDA Margin

4.6%

7.1%

-250 bps

 

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

 

In 1Q16, Multivarejo intensified its efforts to increase price competitiveness, adjusting the commercial dynamics to the current scenario in order to increase consumer loyalty and market share. The new commercial dynamics (1, 2, 3 Savings Steps) launched by the Extra banner aim to benefit customers that seek advantages and competitive prices, offering progressive discounts starting at 20% on the purchase of the first unit and up to 33% on the third unit. This strategy, combined with changes in consumer habits due to the economic scenario, resulted in gross margin of 26.0% in the period.

 

Selling, general and administrative expenses grew 9.6% from 1Q15, in line with inflation in the period. The main impacts were:

§  Higher personnel expenses, as a result of wage increases in the end of 2015;

§  Higher electricity costs, which grew approximately 40% year-over-year;

§  Expenses related to store expansion (67 stores were opened in the last 12 months).

 

Other operating income and expenses in the quarter are mainly associated with restructuring expenses and net result from fixed assets.

 

Adjusted EBITDA amounted to R$308 million, with margin of 4.6%, mainly due to the performance of gross margin and the pressure on expenses linked to inflation, as mentioned above. These effects were mainly seen in the Extra banner, whose profitability was lower year-over-year. Other Multivarejo banners registered similar profitability compared to the same period the previous year.

 

 

 

25


 

 

Assaí

       

(R$ million)

1Q16

1Q15

Δ

       

Gross Revenue

3,414

2,497

36.7%

Net Revenue

3,148

2,312

36.2%

Gross Profit

429

314

36.7%

Gross Margin

13.6%

13.6%

0 bps

Selling Expenses

(289)

(216)

33.7%

General and Administrative Expenses

(40)

(29)

40.3%

Other Operating Revenue (Expenses)

(1)

(1)

15.6%

Total Operating Expenses

(331)

(246)

34.4%

% of Net Revenue

10.5%

10.6%

-10 bps

Depreciation (Logistic)

1

1

-2.7%

EBITDA

100

69

43.9%

EBITDA Margin

3.2%

3.0%

20 bps

 

The consistency of Assaí's performance shows its right positioning in the current macroeconomic scenario. The banner continued to post significant net sales growth (36.2%), the highest quarterly growth since 1Q14, reaching R$3.1 billion in 1Q16.  This performance was due to double-digit same-store sales growth, the opening of nine stores in the last 12 months, and also a favorable economic scenario for the segment.

Note that combined with organic growth, Assaí has gained significant market share and increased its share of sales in the Food segment, from 28% in 2015 to 32% in 1Q16, and is currently the banner with the highest share in this segment.

Gross margin remained stable from the same period in the previous year. Operating expenses as a percentage of net sales decreased slightly (10 bps) due to the maturation of stores, despite the opening of new stores in the last 12 months. Selling expenses presented lower increase than revenue growth as a result of the combination of strong sales growth, which allowed greater dilution of expenses, and discipline in cost control, supporting the increase in customer traffic.

EBITDA grew 43.9%, significantly above sales growth in the period. EBITDA margin reached 3.2%, expanding by 20 bps.

In 2016, Assaí will continue to focus in organic growth and expects to open between 12 and 15 stores.

 

 

 

26


 

Via Varejo (1)

       

(R$ million)

1Q16

1Q15

Δ

       

Gross Revenue

5,411

6,085

-11.1%

Net Revenue

4,689

5,371

-12.7%

Gross Profit

1,433

1,778

-19.4%

Gross Margin

30.6%

33.1%

-250 bps

Selling Expenses

(1,108)

(1,104)

0.3%

General and Administrative Expenses

(147)

(153)

-3.9%

Equity Income

9

7

44.7%

Other Operating Revenue (Expenses)

(40)

6

n.a.

Total Operating Expenses

(1,286)

(1,245)

3.3%

% of Net Revenue

27.4%

23.2%

420 bps

Depreciation (Logistic)

10

13

-23.2%

EBITDA

157

546

-71.2%

EBITDA Margin

3.4%

10.2%

-680 bps

Adjusted EBITDA (2)

198

541

-63.4%

Adjusted EBITDA Margin

4.2%

10.1%

-590 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 “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.

 

The measures taken in 2015 and 1Q16 to reduce expenses offset the increase in price competitiveness in the period and mitigated part of the increase in taxes. Via Varejo continues to focus on implementing initiatives aimed at adjusting the cost structure and increasing store productivity. 

Adjusted EBITDA stood at R$198 million due to the following factors: 

§       Gross margin of 30.6%, in line with the margin level of the 4Q15, strengthening promotional activity and competitiveness  based on efficiency gains and higher penetration of services;

§       Decrease of 0.2% in selling, general and administrative expenses, despite the inflation in the period;

§       Other Operating Income and Expenses of R$40 million, mainly related to restructuring expenses;

 

The end of tax exemption on payroll had an impact of approximately 50 bps on Via Varejo's EBITDA margin.

                                                                                                           

 

 

27


 

 

Financial Result

Consolidated

(R$ million)

1Q16

1Q15

Δ

 

 

 

 

Financial Revenue

194

216

-10.2%

Financial Expenses

(511)

(497)

2.7%

Cost of Sale of Receivables of Credit Card

(85)

(91)

-6.6%

Cost of Discount of Receivables of Payment Book

(84)

(88)

-4.5%

Cost of Debt and Others

(342)

(318)

7.4%

Net Financial Revenue (Expenses)

(317)

(281)

12.6%

% of Net Revenue

1.8%

1.6%

20 bps

 

Financial result increased 12.6% in the quarter to R$317 million, despite the 15.8% hike in interest rate (average CDI rate) during the period.

 

The main variations in financial result were:

 

§        Decrease of R$22 million (or 10.2%) in financial revenue, reflecting the lower average cash balance in the period;

 

§        Decrease of R$10 million (or 5.6%) in the cost of sale of receivables (credit card and payment book) due to lower sales of non-food categories and the continuity of the Company's cash management strategy, which led to a reduction in the volume of the total sale of receivables, especially at Via Varejo;

                                                                                                                               

§         Increase of R$24 million in the cost of debt and others, below the hike in interest rate in the quarter.

 

 

 

28


 

 

Net Income

 

 

 

Consolidated

 

Food Businesses

 

Via Varejo

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(R$ million)

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ%

 

1Q16

1Q15

Δ%

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

417

949

-56.1%

 

354

511

-30.6%

 

157

546

-71.2%

Depreciation (Logistic)

(31)

(32)

-3.3%

 

(14)

(14)

-4.2%

 

(10)

(13)

-23.2%

Depreciation and Amortization

(250)

(231)

8.3%

 

(175)

(165)

5.8%

 

(44)

(42)

3.8%

Net Financial Revenue (Expenses)

(317)

(281)

12.6%

 

(183)

(172)

6.8%

 

(37)

(88)

-57.9%

Income (Loss) before Income Tax

(181)

405

n.a.

 

(17)

159

n.a.

 

66

403

-83.6%

Income Tax

3

(153)

n.a.

 

7

(41)

n.a.

 

(18)

(134)

-86.8%

Net Income (Loss) - Company

(179)

252

n.a.

 

(10)

118

n.a.

 

48

269

-82.0%

Net Margin

-1.0%

1.5%

-250 bps

 

-0.1%

1.3%

-140 bps

 

1.0%

5.0%

-400 bps

Net Income (Loss) - Controlling Shareholders

(59)

192

n.a.

 

(8)

122

n.a.

 

21

116

-82.0%

Net Margin - Controllings Shareholders

-0.3%

1.1%

-140 bps

 

-0.1%

1.4%

-150 bps

 

0.4%

2.2%

-180 bps

 

     

 

     

 

     

Other Operating Revenue (Expenses)

(68)

(68)

-0.2%

 

(54)

(28)

95.3%

 

(40)

6

n.a.

Income Tax from Other Operating Revenues (Expenses) and Income Tax from Nonrecurring

28

9

213.6%

 

14

7

91.3%

 

14

(2)

n.a.

Adjusted Net Income (Loss) - Company (1)

(139)

311

n.a.

 

31

139

-78.0%

 

75

265

-71.6%

Adjusted Net Margin - Company

-0.8%

1.8%

-260 bps

 

0.3%

1.6%

-130 bps

 

1.6%

4.9%

-330 bps

Adjusted Net Income (Loss) - Controlling Shareholders (1)

(17)

226

n.a.

 

33

142

-77.0%

 

33

115

-71.6%

Adjusted Net Margin - Controlling Shareholders

-0.1%

1.3%

-140 bps

 

0.3%

1.6%

-130 bps

 

0.7%

2.1%

-140 bps

 

  (1) Net Income (Loss) adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expense, excluding the effects on Income and Social Contribution Taxes.  

           

In 1Q16, net income attributable to controlling shareholders and adjusted by Other Operating Income and Expenses was negative at R$17 million.

In the Food segment, the highlight performance came from Assaí, which posted net income growth of 103%. Thus, the Food segment posted net income attributable to controlling shareholders, adjusted by other operating income and expenses, of R$33 million.

Via Varejo posted net income attributable to controlling shareholders, adjusted by other operating income and expenses, of R$33 million.

 

 

 

 

29


 

 

Indebtedness

 

Consolidated

(R$ million)

03.31.2016

03.31.2015

     

Short Term Debt

(3,712)

(3,304)

Loans and Financing

(3,190)

(806)

Debentures and Promissory Notes

(522)

(2,498)

Long Term Debt

(2,949)

(3,419)

Loans and Financing

(2,052)

(2,523)

Debentures

(898)

(896)

Total Gross Debt

(6,661)

(6,723)

Cash and Financial investments

4,448

6,145

Net Debt

(2,213)

(578)

EBITDA(1)

2,148

4,829

Net Debt / EBITDA(1)

-1.03x

-0.12x

 

   

Payment Book - Short Term

(2,293)

(2,526)

Payment Book - Long Term

(171)

(113)

Net Debt with Payment Book

(4,677)

(3,217)

Net Debt with Payment Book / EBITDA(1)

-2.18x

-0.67x

 

   

On balance Credit Card Receivables

2,880

1,761

Net Debt with Payment Book and Credit Card Receivables not sold(2)

(1,797)

(1,456)

Net Debt with Payment Book and Credit Card Receivables not sold(2)/ EBITDA(1)

-0.84x

-0.30x

 

(1)EBITDA in the last 12 months.

(2) Includes R$2,880 million in credit card receivables not sold in the quarter, for the purpose of comparison  with 1Q15.

 

The Company ended March 2016 with a decrease of R$62 million in gross debt compared to March 2015, and with cash reserve and cash equivalent of R$4.5 billion, in addition to a balance of R$2.9 billion in receivables not sold.

 

Consequently, net debt including payment book operation and credit card receivables not sold amounted to R$1.8 billion at the end of March 2016, increasing R$341 million from March 2015.

 



 

 

30


 

Simplified Cash Flow Statement

Consolidated

(R$ million)

 

1Q16

1Q15

       

Cash Balance at Beginning of Period

 

11,015

11,149

 

 

 

 

Cash Flow from Operating Activities

 

(7,975)

(4,639)

EBITDA

 

417

949

Cost of Sale of Receivables

 

(169)

(179)

Working Capital

 

(7,783)

(4,318)

Assets and Liabilities Variation

 

(440)

(1,091)

Cash Flow from Investment Activities

 

(263)

(479)

Net Investment

 

(354)

(486)

Acquisition / Sale of Interest and Others

 

91

7

 

 

 

 

Change on net cash after investments

 

(8,238)

(5,118)

 

 

 

 

Cash Flow from Financing Activities

 

1,667

110

Dividends Payments and Others

 

(1)

-

Net Payments

 

1,668

110

 

 

 

 

Change on Net Cash

 

(6,571)

(5,008)

 

 

 

 

Exchange Rate

 

4

4

 

 

 

 

Cash Balance at End of Period

 

4,448

6,145

 

 

 

 

Net Debt

 

(2,213)

(578)

 

 

The Company's cash balance stood at R$4.5 billion at the end of 1Q16. The decrease compared to the opening balance of the period (R$11.0 billion) was mainly due to the seasonality in the retail sector, which traditionally registers higher cash levels at the end of the year.

 

The main factors contributing to these changes in the quarter were:

§         EBITDA impacted mainly by the downturn in the consumer goods scenario and, consequently, the lower contribution from Via Varejo, in addition to a strong comparison base with 1Q15;  

 

§        The cash management strategy adopted by the Company led to lower sale of receivables and negatively impacted working capital by approximately R$1 billion in the quarter. Note that this change was also impacted by the significant evolution in working capital over the course of 2015.

 

 

 

31


 

 

 

Capital Expenditure (Capex) 

     

 

Consolidated

 

Food Businesses

 

Via Varejo

(R$ million)

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

                     

New stores and land acquisition

105

136

-22.9%

 

103

125

-17.6%

 

2

11

-79.9%

Store renovations and conversions

142

125

13.7%

 

134

103

30.6%

 

8

22

-65.4%

Infrastructure and Others

203

190

7.2%

 

144

75

91.7%

 

13

42

-69.0%

 

                     

Non-cash Effect

                     

Financing Assets

(83)

65

n.a.

 

(60)

65

n.a.

 

-

-

n.a.

Total

367

516

-28.8%

 

321

368

-12.8%

 

23

75

-69.7%

 

 

The Company invested a total of R$367 million in the quarter, of which 87% was invested in the food segment.

The quarter registered the opening of one Minimercado Extra store and one Assaí store. Another 15 stores are currently under construction: 8 Assaí, 2 Pão de Açúcar, 4 Minuto Pão de Açúcar and 1 Minimercado Extra. In addition, the plan to modernize the assets of Extra was continued.   

The Company has become more selective about its organic expansion plan for the year, with the focus on higher-return formats (Assaí and Proximity). It will also carry on with the asset modernization and banner conversion plan in the food segment. At Via Varejo, the focus is on accelerating the revitalization of mobile and furniture categories, providing a better shopping experience to customers.

 

 

 

32


 

 

Appendix I - Definitions used in this document

 

Company’s Business Units: The Company’s business is divided into four units - Retail, Cash & Carry, Bricks-and-mortar (sale of home appliances and furniture) 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 in its analyses given its belief that it eliminates any nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.

 

 

33


 

 

 

BALANCE SHEET

     

ASSETS

   
 

Consolidated

 

Food Businesses

   

(R$ million)

03.31.2016

12.31.2015

03.31.2015

 

03.31.2016

12.31.2015

03.31.2015

               

Current Assets

21,113

24,998

21,297

 

8,010

9,581

8,381

Cash and Marketable Securities

4,448

11,015

6,145

 

2,386

3,699

3,388

Accounts Receivable

5,329

3,218

4,582

 

247

474

222

Credit Cards

2,851

664

1,761

 

37

136

67

Payment book

1,815

1,877

2,154

 

-

-

-

Sales Vouchers and Others

804

884

768

 

136

175

117

Allowance for Doubtful Accounts

(352)

(371)

(328)

 

(2)

-

(1)

Resulting from Commercial Agreements

211

164

227

 

76

164

39

Inventories

9,185

8,989

8,936

 

4,487

4,584

4,075

Recoverable Taxes

1,251

1,102

865

 

429

439

200

Noncurrent Assets for Sale

13

15

21

 

8

8

8

Dividends Receivable

-

-

27

 

-

-

26

Expenses in Advance and Other Accounts Receivables

888

659

721

 

452

377

462

               

Noncurrent Assets

22,650

22,504

21,830

 

15,928

15,802

15,517

Long-Term Assets

5,138

5,091

4,999

 

1,906

1,938

2,132

Accounts Receivables

123

98

86

 

-

-

-

Credit Cards

29

-

-

 

-

-

-

Payment Book

106

111

94

 

-

-

-

Allowance for Doubtful Accounts

(12)

(13)

(8)

 

-

-

-

Inventories

-

-

172

 

-

-

172

Recoverable Taxes

2,397

2,445

2,350

 

550

605

498

Deferred Income Tax and Social Contribution

542

564

505

 

44

70

95

Amounts Receivable from Related Parties

312

309

333

 

63

36

178

Judicial Deposits

1,067

999

880

 

583

574

537

Expenses in Advance and Others

698

676

673

 

666

654

652

Investments

439

407

447

 

282

284

277

Property and Equipment

10,440

10,398

9,832

 

8,911

8,825

8,350

Intangible Assets

6,633

6,609

6,552

 

4,829

4,754

4,757

TOTAL ASSETS

43,764

47,502

43,127

 

23,939

25,382

23,898

   

LIABILITIES

               
 

Consolidated

 

Food Businesses

   
 

03.31.2016

12.31.2015

03.31.2015

 

03.31.2016

12.31.2015

03.31.2015

               

Current Liabilities

22,689

25,231

20,833

 

8,946

9,317

8,128

Suppliers

10,847

15,484

10,999

 

4,312

6,365

3,632

Suppliers ('Forfait')

350

1,055

-

 

-

-

-

Loans and Financing

3,190

1,469

806

 

2,351

1,092

758

Payment Book (CDCI)

2,293

2,308

2,526

 

-

-

-

Debentures

522

38

2,498

 

522

38

2,090

Payroll and Related Charges

1,001

1,023

926

 

543

529

490

Taxes and Social Contribution Payable

932

829

652

 

180

219

158

Dividends Proposed

2

1

321

 

0

0

195

Financing for Purchase of Fixed Assets

70

113

37

 

48

113

37

Rents

133

151

104

 

90

106

70

Acquisition of Companies

80

76

75

 

80

76

75

Debt with Related Parties

1,446

563

924

 

173

162

382

Advertisement

83

121

64

 

62

45

25

Provision for Restructuring

10

6

-

 

6

5

-

Advanced Revenue

426

420

236

 

132

123

54

Others

1,304

1,574

665

 

449

445

163

               

Long-Term Liabilities

7,517

8,616

7,577

 

5,097

6,140

6,002

Loans and Financing

2,052

3,100

2,523

 

1,650

2,680

2,367

Payment Book (CDCI)

171

167

113

 

-

-

-

Debentures

898

897

896

 

898

897

896

Financing for Purchase of Assets

4

4

4

 

4

4

4

Acquisition of Companies

27

28

61

 

-

-

61

Deferred Income Tax and Social Contribution

1,148

1,184

1,181

 

1,119

1,157

1,178

Tax Installments

563

572

609

 

563

572

609

Provision for Contingencies

1,437

1,396

1,370

 

802

770

747

Advanced Revenue

1,171

1,223

777

 

30

32

104

Others

47

45

43

 

31

27

35

 

 

 

 

 

 

 

 

Shareholders' Equity

13,558

13,655

14,717

 

9,895

9,925

9,767

Capital

6,806

6,806

6,793

 

5,135

5,125

4,639

Capital Reserves

308

302

286

 

308

302

287

Profit Reserves

3,381

3,440

3,692

 

3,381

3,440

3,684

Adjustment of Equity Valuation

(68)

(84)

(5)

 

(68)

(84)

1

Minority Interest

3,131

3,191

3,951

 

1,140

1,142

1,157

TOTAL LIABILITIES

43,764

47,502

43,127

 

23,939

25,382

23,898

 

 

 

34


 

 

 

INCOME STATEMENT

                                       
 

Consolidated

 

Food Businesses

 

Multivarejo

 

Assaí

 

Via Varejo

         
         
                                       

R$ - Million

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

 

1Q16

1Q15

Δ

                                       

Gross Revenue

20,040

19,200

4.4%

 

10,721

9,644

11.2%

 

7,307

7,147

2.2%

 

3,414

2,497

36.7%

 

5,411

6,085

-11.1%

Net Revenue

17,754

17,237

3.0%

 

9,888

8,916

10.9%

 

6,740

6,605

2.0%

 

3,148

2,312

36.2%

 

4,689

5,371

-12.7%

Cost of Goods Sold

(13,850)

(13,073)

6.0%

 

(7,691)

(6,802)

13.1%

 

(4,973)

(4,805)

3.5%

 

(2,718)

(1,996)

36.1%

 

(3,246)

(3,579)

-9.3%

Depreciation (Logistic)

(31)

(32)

-3.3%

 

(14)

(14)

-4.2%

 

(13)

(13)

-4.3%

 

(1)

(1)

-2.7%

 

(10)

(13)

-23.2%

Gross Profit

3,873

4,132

-6.3%

 

2,184

2,100

4.0%

 

1,755

1,786

-1.8%

 

429

314

36.7%

 

1,433

1,778

-19.4%

Selling Expenses

(2,964)

(2,716)

9.1%

 

(1,601)

(1,413)

13.3%

 

(1,312)

(1,197)

9.6%

 

(289)

(216)

33.7%

 

(1,108)

(1,104)

0.3%

General and Administrative Expenses

(488)

(459)

6.3%

 

(210)

(184)

14.2%

 

(170)

(155)

9.4%

 

(40)

(29)

40.3%

 

(147)

(153)

-3.9%

Equity Income

32

28

16.9%

 

23

21

8.3%

 

23

21

8.3%

 

-

-

n.a.

 

9

7

44.7%

Other Operating Revenue (Expenses)

(68)

(68)

-0.2%

 

(54)

(28)

95.3%

 

(54)

(27)

97.4%

 

(1)

(1)

15.6%

 

(40)

6

n.a.

Total Operating Expenses

(3,487)

(3,215)

8.5%

 

(1,843)

(1,604)

14.9%

 

(1,512)

(1,358)

11.4%

 

(331)

(246)

34.4%

 

(1,286)

(1,245)

3.3%

Depreciation and Amortization

(250)

(231)

8.3%

 

(175)

(165)

5.8%

 

(145)

(143)

1.1%

 

(30)

(22)

36.1%

 

(44)

(42)

3.8%

Earnings before interest and Taxes - EBIT

135

686

-80.2%

 

166

331

-49.9%

 

98

285

-65.8%

 

68

46

48.8%

 

103

491

-79.0%

Financial Revenue

194

216

-10.2%

 

65

106

-38.6%

 

55

103

-46.1%

 

10

3

207.2%

 

115

66

74.5%

Financial Expenses

(511)

(497)

2.7%

 

(248)

(277)

-10.5%

 

(220)

(253)

-13.1%

 

(28)

(24)

16.8%

 

(152)

(154)

-1.3%

Net Financial Result

(317)

(281)

12.6%

 

(183)

(172)

6.8%

 

(165)

(151)

9.4%

 

(18)

(21)

-11.8%

 

(37)

(88)

-57.9%

Income (Loss) Before Income Tax

(181)

405

n.a.

 

(17)

159

n.a.

 

(67)

134

n.a.

 

50

25

99.8%

 

66

403

-83.6%

Income Tax

3

(153)

n.a.

 

7

(41)

n.a.

 

24

(32)

n.a.

 

(17)

(9)

93.8%

 

(18)

(134)

-86.8%

Net Income (Loss) - Company

(179)

252

n.a.

 

(10)

118

n.a.

 

(43)

102

n.a.

 

33

16

103.0%

 

48

269

-82.0%

Minority Interest - Noncontrolling

(120)

60

n.a.

 

(2)

(3)

-35.8%

 

(2)

(3)

-35.8%

 

-

-

n.a.

 

27

152

-82.0%

Net Income (Loss) - Controlling Shareholders (1)

(59)

192

n.a.

 

(8)

122

n.a.

 

(41)

106

n.a.

 

33

16

103.0%

 

21

116

-82.0%

                                       

Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA

417

949

-56.1%

 

354

511

-30.6%

 

255

441

-42.3%

 

100

69

43.9%

 

157

546

-71.2%

Adjusted EBITDA (2)

484

1,017

-52.4%

 

409

538

-24.1%

 

308

468

-34.2%

 

101

70

43.6%

 

198

541

-63.4%

                                       
 

Consolidated

   

Food Businesses

   

Multivarejo

   

Assaí

   

Via Varejo

 
                   

% of Net Revenue

                 
                                       
 

1Q16

1Q15

   

1Q16

1Q15

   

1Q16

1Q15

   

1Q16

1Q15

   

1Q16

1Q15

 
                                       

Gross Profit

21.8%

24.0%

   

22.1%

23.6%

   

26.0%

27.0%

   

13.6%

13.6%

   

30.6%

33.1%

 

Selling Expenses

16.7%

15.8%

   

16.2%

15.8%

   

19.5%

18.1%

   

9.2%

9.4%

   

23.6%

20.6%

 

General and Administrative Expenses

2.7%

2.7%

   

2.1%

2.1%

   

2.5%

2.4%

   

1.3%

1.2%

   

3.1%

2.9%

 

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)

0.4%

0.4%

   

0.6%

0.3%

   

0.8%

0.4%

   

0.0%

0.0%

   

0.9%

-0.1%

 

Total Operating Expenses

19.6%

18.7%

   

18.6%

18.0%

   

22.4%

20.6%

   

10.5%

10.6%

   

27.4%

23.2%

 

Depreciation and Amortization

1.4%

1.3%

   

1.8%

1.9%

   

2.1%

2.2%

   

1.0%

1.0%

   

0.9%

0.8%

 

EBIT

0.8%

4.0%

   

1.7%

3.7%

   

1.4%

4.3%

   

2.2%

2.0%

   

2.2%

9.1%

 

Net Financial Revenue (Expenses)

1.8%

1.6%

   

1.9%

1.9%

   

2.4%

2.3%

   

0.6%

0.9%

   

0.8%

1.6%

 

Income (Loss) Before Income Tax

-1.0%

2.3%

   

-0.2%

1.8%

   

-1.0%

2.0%

   

1.6%

1.1%

   

1.4%

7.5%

 

Income Tax

0.0%

-0.9%

   

0.1%

-0.5%

   

0.4%

-0.5%

   

-0.5%

-0.4%

   

-0.4%

-2.5%

 

Net Income (Loss) - Company

-1.0%

1.5%

   

-0.1%

1.3%

   

-0.6%

1.5%

   

1.0%

0.7%

   

1.0%

5.0%

 

Minority Interest - noncontrolling

-0.7%

0.3%

   

0.0%

0.0%

   

0.0%

-0.1%

   

0.0%

0.0%

   

0.6%

2.8%

 

Net Income (Loss) - Controlling Shareholders (1)

-0.3%

1.1%

   

-0.1%

1.4%

   

-0.6%

1.6%

   

1.0%

0.7%

   

0.4%

2.2%

 

EBITDA

2.3%

5.5%

   

3.6%

5.7%

   

3.8%

6.7%

   

3.2%

3.0%

   

3.4%

10.2%

 

Adjusted EBITDA (2)

2.7%

5.9%

   

4.1%

6.0%

   

4.6%

7.1%

   

3.2%

3.0%

   

4.2%

10.1%

 

(1)Net Income after noncontrolling shareholders.

(2) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

 

 

35


 

 

 

STATEMENT OF CASH FLOW

       

(R$ million)

 

Consolidated

   

03.31.2016

03.31.2015

       

Net Income (Loss) for the period

 

(179)

252

Adjustment for reconciliation of net income

 

 

 

Deferred income tax

 

(27)

57

Loss (gain) on disposal of fixed and intangible assets

 

46

15

Depreciation and amortization

 

280

264

Interests and exchange variation

 

272

328

Adjustment to present value

 

3

(1)

Equity Income

 

(32)

(28)

Provision for contingencies

 

69

52

Share-Based Compensation

 

8

5

Allowance for doubtful accounts

 

109

96

Provision for obsolescence/breakage

 

5

(7)

Gains resulting from sale of subisidiaries

 

(94)

-

Deferred revenue

 

(55)

(17)

Other Operating Expenses

 

-

2

   

405

1,018

Asset (Increase) decreases

 

 

 

Accounts receivable

 

(2,275)

(1,411)

Inventories

 

(259)

(460)

Taxes recoverable

 

(75)

(263)

Other Assets

 

(196)

(206)

Related parties

 

34

(179)

Restricted deposits for legal proceeding

 

(55)

(15)

 

 

(2,826)

(2,534)

Liability (Increase) decrease

 

 

 

Suppliers

 

(4,544)

(2,447)

Suppliers ('Forfait')

 

(705)

-

Payroll and charges

 

(21)

59

Taxes and Social contributions payable

 

76

(245)

Other Accounts Payable

 

(300)

(405)

Contingencies

 

(70)

(66)

Deferred revenue

 

10

(19)

   

(5,554)

(3,123)

       

Net cash generated from (used in) operating activities

 

(7,975)

(4,639)

       

CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES

       
   

Consolidated

(R$ million)

 

03.31.2016

03.31.2015

 

     

Acquisition of property and equipment

 

(284)

(413)

Increase Intangible assets

 

(83)

(103)

Sales of property and equipment

 

13

30

Cash provided on sale of subisidiary

 

91

7

Net cash flow investment activities

 

(263)

(479)

       

Cash flow from financing activities

 

 

 

Increase of capital

 

-

1

Funding and refinancing

 

2,409

1,571

Payments of loans and financing

 

(1,592)

(2,209)

Dividend Payment

 

(1)

-

Proceeds from stock offering, net of issue costs

 

-

(4)

Intercompany loans

 

851

751

Net cash generated from (used in) financing activities

 

1,667

110

   

 

 

Monetary variation over cash and cash equivalents

 

4

4

Increase (decrease) in cash and cash equivalents

 

(6,567)

(5,004)

   

 

 

Cash and cash equivalents at the beginning of the year

 

11,015

11,149

Cash and cash equivalents at the end of the year

 

4,448

6,145

Change in cash and cash equivalents

 

(6,567)

(5,004)

   

 

 

36


 

 

 

   

BREAKDOWN OF GROSS SALES BY BUSINESS

(R$ million)

 

1Q16

%

1Q15

%

Δ

             

Pão de Açúcar

 

1,804

9.0%

1,696

8.8%

6.3%

Extra (1)

 

4,584

22.9%

4,706

24.5%

-2.6%

Convenience Stores (2)

 

304

1.5%

213

1.1%

42.4%

Assaí

 

3,414

17.0%

2,497

13.0%

36.7%

Other Businesses (3)

 

616

3.1%

532

2.8%

15.8%

Food Businesses

 

10,721

53.5%

9,644

50.2%

11.2%

             

Pontofrio

 

964

4.8%

1,386

7.2%

-30.4%

Casas Bahia

 

4,446

22.2%

4,699

24.5%

-5.4%

Cnova

 

3,908

19.5%

3,472

18.1%

12.6%

Non-Food Businesses

 

9,318

46.5%

9,557

49.8%

-2.5%

             

Consolidated

 

20,040

100.0%

19,200

100.0%

4.4%

(1) Includes Extra Supermercado and Extra Hiper.

(2) Includes Minimercado Extra and Minuto Pão de Açúcar sales.

(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

             
             
   

BREAKDOWN OF NET SALES BY BUSINESS

(R$ million)

 

1Q16

%

1Q15

%

Δ

             

Pão de Açúcar

 

1,660

9.3%

1,562

9.1%

6.3%

Extra (1)

 

4,192

23.6%

4,320

25.1%

-3.0%

Convenience Stores (2)

 

283

1.6%

201

1.2%

41.0%

Assaí

 

3,148

17.7%

2,312

13.4%

36.2%

Other Businesses (3)

 

605

3.4%

522

3.0%

16.0%

Food Businesses

 

9,888

55.7%

8,916

51.7%

10.9%

             

Pontofrio

 

830

4.7%

1,232

7.1%

-32.6%

Casas Bahia

 

3,859

21.7%

4,139

24.0%

-6.8%

Cnova

 

3,177

17.9%

2,950

17.1%

7.7%

Non-Food Businesses

 

7,866

44.3%

8,321

48.3%

-5.5%

             

Consolidated

 

17,754

100.0%

17,237

100.0%

3.0%

(1) Includes Extra Supermercado and Extra Hiper.

(2) Includes Minimercado Extra and Minuto Pão de Açúcar sales.

(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

 

  

SALES BREAKDOWN (% of Net Sales)

   
 

Consolidated (1)

 

Food Businesses

 

1Q16

1Q15

 

1Q16

1Q15

           

Cash

44.3%

43.8%

 

52.4%

52.5%

Credit Card

46.4%

46.8%

 

37.8%

38.0%

Food Voucher

6.0%

5.4%

 

9.8%

9.5%

Payment Book

3.3%

4.0%

 

0.0%

0.0%

 

(1) Does not include Cdiscount.

 

 

 

37


 

 

   

 

STORE OPENINGS/CLOSINGS BY BANNER

 

12/31/2015

 

Opened

 

Closed

 

Converted

 

03/31/2016

                   

Pão de Açúcar

185

 

-

 

-

 

-

 

185

Extra Hiper

137

 

-

 

-

 

-

 

137

Extra Supermercado

199

 

-

 

(5)

 

-

 

194

Minimercado Extra

249

 

1

 

(11)

 

-

 

239

Minuto Pão de Açucar

62

 

-

 

-

 

-

 

62

Assaí

95

 

1

 

-

 

-

 

96

Other Business

240

 

-

 

(5)

 

-

 

235

Gas Station

83

 

-

 

(5)

 

-

 

78

Drugstores

157

 

-

 

-

 

-

 

157

Food Businesses

1,167

 

2

 

(21)

 

-

 

1,148

Pontofrio

254

 

-

 

(21)

 

-

 

233

Casas Bahia

760

 

-

 

(15)

 

-

 

745

Consolidated

2,181

 

2

 

(57)

 

-

 

2,126

                   

Sales Area ('000 m2)

 

             

 

Food Businesses

1,804

             

1,794

Consolidated

2,904

             

2,868

                   

# of employees ('000) (1)

146

             

139

 

                    (1) Does not include Cdiscount employees.

 

 

 

 

 

 

38


 

 

 

1Q16 Results Conference Call and Webcast
Wednesday, May 11, 2016
10:30 a.m. (Brasília) | 9:30 a.m. (New York) | 2:30 p.m. (London)

Conference call in Portuguese (original language)
+55 (11) 3193-1001 or (11) 2820-4001

Conference call in English (simultaneous translation)
+1 (786) 924-6977

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

Replay
+55 (11) 3193-1012
Access code for Portuguese audio: 2425462#
Access code for English audio: 5525951#

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 financial statements are presented in accordance with IFRS and the accounting practices adopted in Brazil and refer to the first quarter of 2016 (1Q16), 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. IPCA inflation in the 12 months ended March 2016 was 9.39%.

About GPA: GPA is Brazil’s largest retailer, with a distribution network comprising 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 customers 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 Minimercado store formats, as well as fuel stations and drugstores under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash-and-carry wholesale segment; Via Varejo, with its brick and mortar electronics and home appliances 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 Brazil, 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.

       

 

 

 

 

39


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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 headquarter is located in the city of São Paulo, State of São Paulo, Brazil.

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

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 continued to be the final controller. This transaction has no impact in these financial statements since it was a shareholder´s transaction.

1.1.   Morzan arbitration request

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

The amount initially estimated to the Company is R$ 200 and is recorded in current liabilities “Other payables”, with effect of income tax of R$50, and a net effect of R$ 150 on “profit reserve”. See further details on note 25.7 in the financial statements for the year ended December 31, 2015.

On March 31, 2016 the account payable recorded is R$ 233, including interest calculated based on ICA decision and legal fees expenses, and fully settled in April 1, 2016.

 

 

40


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

1.      Corporate information

1.2.   Cnova’s Investigation

As mentioned in the footnote 1.4 to the financial statements as of December 31, 2015, , on December 18, 2015, investigation conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company. During the investigation other issues have been added to investigation related to accounting matters in the accounts of “trade payables” and “other accounts receivable”, which were analyzed, announced to the market January 12, 2016 and recorded in the financial statements.

The related impacts were recorded as expense in the Company’s income statement as of December 31, 2015, considering the facts and circumstances known at the time of preparation of the financial statements, as follow:

Accounts

Inventories (a)

Trade payables (b)

Loss products

with Carriers (c)

Total

 

 

 

 

 

Net sales from goods and/or services

-

-

(110)

(110)

Cost of goods sold and/or services sold

(47)

(55)

4

(98)

Selling expenses

-

-

31

31

Impact in the net income

(47)

(55)

(75)

(177)

 

 

 

 

 

Inventories

(47)

-

-

(47)

Other accounts receivables

-

-

(75)

(75)

Impact in total assets

(47)

-

(75)

(122)

 

 

 

 

 

Trade payables

-

(55)

-

(55)

Impact in total liabilities

-

(55)

-

(55)

 

(a)   Cnova´s management, supported by the law firms and external consultants, counted the physical inventory items as of December 31, 2015, of all of the seven Distribution Centers of Cnova Brasil. The results of this count did not indicate any significant difference in the expected number of new items in the inventory. Therefore, it was identified discrepancies in the damage or returned products, requiring additional provision for loss in damaged goods of R$47.

(b)   Cnova’s Management verified certain transactions mainly related to accounts payable were intentionally recorded wrongly, resulting in a complement of trade payables of R$55.

 

(c)   Management identified an overstated amount in net sales and other Cnova accounts receivable. As per the practices of client service of Cnova Brasil, clients receive a substitute product every time the merchandise originally ordered is not received, items are damaged or in inadequate conditions. This second transaction is cancelled when Cnova Brasil receives the original product. Management determined that a substantial part of the second transactions was not reversed, even in the conditions that the original merchandise was never returned to Cnova Brasil. Therefore there were procedures to periodically evaluate old pending returns to estimate the accounting impacts, such procedures failed in reverse incorrect sales. This procedure resulted in a reduction of R$75 in accounts receivable, related to goods in transit with carriers, corresponding to an impact of R$110 as a reduction of net sales, reduction of selling costs of R$31 and reduction of R$4 in cost of goods sold Cost of goods sold and/or services sold, as mentioned in table above.

 

 

 

 

41


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

1.     Corporate information - Continued

1.2.   Cnova's Investigation - Continued

In preparing the financial statements for the year ended December 31, 2015, the Company considered all available accounting impacts of the related matters and concluded that the impact on prior periods were considered immaterial, after quantitative and qualitative considerations.

Therefore, the investigation by Cnova and its consultants continue during 2016, and new accounting impacts were identified and recognized in income statement as of March 31, 2016. The referred impacts are related to unintentional errors in the accounts "orders to be invoiced" and "provision for freight", which impact of R$42 was recorded , being R$20 in "net sales from goods and services" and R$22 in "cost of goods sold and services sold".

Additionally, during the investigation were identified indications of incorrect capitalization of expenses in the internal development of intangible assets (software development). The investigations over this topic are still in progress as of the date of the preparation of this interim financial information, and the investigated amount is approximately R$200, which according to management, may have a partial adjustment of this amount, therefore, at this point does not have all elements necessary to conclude its measurement at interim financial information approval date.

To conclude, after the end of the investigations, Company's management will evaluate the results achieved as a whole, in order to enable its final conclusion about this subject.

Cnova Class Action

In January 2016, certain minority shareholders of Cnova commenced three putative class actions against Cnova, certain officers and directors, and the underwriters of its initial public offering, alleging violations of the United States securities laws. Two of the cases were commenced in the United States District Court, Southern District New York and one in the Supreme Court of the State of New York.  The action in New York State court has been removed to the United States district court. Cnova has stated that it believes the plaintiffs' allegations to be without merit and intends to defend itself vigorously.

These claims are in preliminary stages and as of the date of this report no outcome can be measured reliably. Cnova believes the plaintiffs' allegations to be without merit and intends to defend itself vigorously, assisted by American specialized law firms. Neither the Company nor Via Varejo are parties of these lawsuits.

 

 

42


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

1.       Corporate information – Continued

1.3.   Corporate restructuring

1.3.1.  Stock repurchase - Barcelona

The Extraordinary Shareholders’ Meeting (AGE) of the subsidiary Barcelona held on February 22, 2016, approved the repurchase of the total preferred shares corresponding to 3,722,470 shares belonged by the subsidiary Novasoc, in the amount  R$ 160. This transaction did not impact Company’s consolidated balances.

1.3.2.  Rede Duque disposal

On January 31, 2016, the Company concluded the disposal of subsidiaries Auto Posto Império Ltda., Auto Posto Duque Salim Maluf Ltda., Auto Posto Duque Santo André Ltda., Auto Posto Duque Lapa Ltda and Auto Posto Ciara Ltda., to Rede Duque, referring to the agreement previously signed on December 1, 2015. The agreement amount was R$ 8.

Company had no gain or loss over this transaction. Gas stations assets and liabilities amounts are not consolidated in interim financial information on March 31, 2016.

1.3.3. Sale of Cdiscount subsidiaries

During first quarter, subsidiaries CD Vietnam, CD Thailand, CD Asia and E-cavi were sold; though CD Vietnam and E-Cavi still remain in Casino Group.

(i)      Sale of interest - CDiscount Thailand

On March 21, 2016, subsidiary CDiscount sold its interest over CDiscount Thailand to TCC Group, by the amount of R$ 94. Transaction impacts were a cash of R$ 91, net of borrowings payment and a gain of R$ 94 in the result (note 3.1)

(ii)     Cdiscount corporate restructuring

On March 1, 2016 subsidiary CDiscount sold its interest over CDiscount Vietnam to E-Cavi, a Casino’s subsidiary. This transaction did not impact Company’s result.

1.4.   Notices from CVM to GPA and subsidiary Via Varejo

On February 18, 2016, the subsidiary Via Varejo received CVM notice number 18/2016 CVM/SEP/GEA-5, showing the understanding of the Department of Relationship with Companies – SEP in relation to certain accounting entries related to corporate transactions at the level of Via Varejo in 2013, additionally, the Company received CVM notice number 19/2016CVM/SEP/GEA-5, showing the understand of the SEP in relation to an accounting entry received by Via Varejo.

CVM notified its understanding, which is different from the applied by Via Varejo in financial statements of that period, in relation to: (i) revaluation of participation previously held in the sale of interest of Nova Pontocom, related to the disposal of interest to Company; and (ii) accounting treatment for control acquisition of Movéis Bartira, by the acquisition of 75% additional interest. In the case of the Company, CVM noticed its understanding related to item (ii) above mentioned.

The Company filled a request and await for a decision from the collegiate.

 

 

43


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

2.         Basis of preparation

The individual and consolidated 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 - Interim Financial Reporting 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.Tthe reporting currency of the Company is Real and for 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, 2015 disclosed February 24, 2016 and, therefore, should be read in conjunction with those annual financial statements.

The interim financial information for the three-month period ended March 31, 2016 was approved by the Board of Directors on May 9, 2016.

 

 

 

44


 
 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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 2015, in note 3.

3.1.   Interest in subsidiaries and associates:

 

Direct and indirect equity interests - %

 

3.31.2016

 

12.31.2015

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Subsidiaries

             

Novasoc Comercial Ltda. (“Novasoc”)

10.00

 

-

 

10.00

 

-

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”) (*)

80.41

 

19.59

 

68.86

 

31.14

Xantocarpa Participações Ltda. (“Xantocarpa”)

-

 

100.00

 

-

 

100.00

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

100.00

 

-

 

99.99

 

0.01

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

100.00

 

-

 

100.00

 

-

Posto Ciara Ltda. (“Posto Ciara”)

-

 

-

 

100.00

 

-

Auto Posto Império Ltda. (“Posto Império”) (**)

-

 

-

 

100.00

 

-

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

-

 

-

 

100.00

 

-

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

-

 

-

 

100.00

 

-

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

-

 

-

 

100.00

 

-

Marneylectro S.A.R.L (“Luxco”)

53.20

 

19.03

 

53.20

 

19.03

Marneylectro B.V (“Dutchco”)

-

 

72.23

 

-

 

72.23

Cnova N.V (“Cnova Holanda”)

-

 

36.09

 

-

 

36.09

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

-

 

36.09

 

-

 

36.09

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

-

 

36.09

 

-

 

36.09

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

-

 

36.09

 

-

 

36.09

Cdiscount S.A (“CDiscount”)

-

 

36.09

 

-

 

36.09

Cnova Finança B.V (“Cnova Finança”)

-

 

36.09

 

-

 

36.09

Financière MSR S.A.S (“Financière”)

-

 

36.02

 

-

 

36.02

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

-

 

36.02

 

-

 

36.02

CD Africa SAS (“CD Africa”)

-

 

30.61

 

-

 

30.62

Cdiscount International BV The Netherlands (“Cdiscount Internacional”)

-

 

36.02

 

-

 

36.02

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

-

 

-

 

-

 

21.61

CLatam AS Uruguay (“CLatam”)

-

 

23.66

 

-

 

25.21

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

-

 

18.38

 

-

 

18.38

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

-

 

-

 

-

 

15.13

E-Cavi Ltd Hong Kong (“E-Cavi”) (**)

-

 

-

 

-

 

17.29

Cdiscount Vietnam Co Ltd. (“CDiscount Vietnam”) (**)

-

 

-

 

-

 

17.29

Cnova France SAS (“CNova France”)

-

 

36.09

 

-

 

36.09

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

-

 

30.62

 

-

 

30.62

Cdiscount Sénégal SAS (“CDiscount Sénégal”)

-

 

30.62

 

-

 

30.62

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

-

 

23.66

 

-

 

25.21

Cdiscount Cameroun SAS (“CDiscount Cameroun”)

-

 

30.61

 

-

 

30.62

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

-

 

23.66

 

-

 

25.21

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

-

 

23.66

 

-

 

25.21

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

-

 

27.19

 

-

 

27.18

Cdiscount Moncorner (“CDiscount Moncorner”)

-

 

35.88

 

-

 

35.87

(*) See note 1.3

(**)Subsidiaries sold in 2016 (note 1.3).

 

 

 

45


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

3.     Basis of consolidation Continued       

3.1.   Interest in subsidiaries and associates – Continued

 

Direct and indirect equity interests - %

 

3.31.2016

 

12.31.2015

Companies

Company

 

Indirect interest

 

Company

 

Indirect interest

Subsidiaries

             

3W SAS (“3W”) (**)

-

 

35,88

 

-

 

35,87

3W Santé SAS (“3W Santé”)

-

 

33,19

 

-

 

33,18

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.

3.3.   Associates

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 part of the shareholders’ agreement, appointing certain officers and having veto rights in   certain relevant decisions, (b) the power over the operating and financial decisions of BINV and FIC is held by Banco Itaú Unibanco S.A (“Itaú Unibanco”).

FIC’s summarized financial statements are as follows:

 

FIC

 

 

3.31.2016

 

12.31.2015

       

Current assets

 

3,707

 

3,894

Noncurrent assets

 

43

 

38

Total assets

 

3,750

 

3,932

       

Current liabilities

 

2,825

 

3,070

Noncurrent liabilities

 

15

 

15

Shareholders’ equity

 

910

 

847

Total liabilities and shareholders’ equity

 

3,750

 

3,932

       

Statement of income:

 

3.31.2016

 

3.31.2015

Revenues

 

270

 

258

Operating income

 

99

 

99

Net income for the period

 

64

 

57

 

For investment calculation in FIC, the special goodwill reserve is deducted from its shareholders’ equity, since it is Itaú Unibanco’s (controlling shareholder) exclusive right.

 

 

 

 

46


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

4.     Significant accounting policies

 

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, 2015 disclosed February 24, 2016 and therefore should be read in conjunction with those annual financial statements.

 

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

In 2016, the Company began to apply the annual improvements to the IFRSs referring to the 2012-2014 and changes to IAS 1, which are effective for accounting periods beginning on or after January 1, 2016. The application of these improvements did not have impacts on the disclosures or on the Company’s individual and consolidated interim financial information.

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, 2015 disclosed February 24, 2016 and therefore should be read in conjunction with those annual financial statements.

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

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

 

The significant assumptions and estimates for interim financial information for the three-month period ended March 31, 2016 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2015 dated February 24, 2016 and therefore should be read in conjunction.

7.      Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2015, in note 7.

 

 

Parent Company

 

Consolidated

 

Rate

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

 

 

 

 

 

 

 

Cash and banks - Brazil

 

122

171

 

220

409

Cash and banks - Abroad

(*)

-

-

 

130

131

Financial investments - Brazil

(**)

1,388

2,076

 

4,089

10,446

Financial investments - Abroad

1%p.a

-

-

 

9

29

   

1,510

2,247

 

4,448

11,015

 

(*)From the total cash and banks of R$ 130, R$ 26, 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 March 31, 2016 refer substantially to repurchase agreements, paid a weighted average rate equivalent to 102.22% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days as of investment date.

 

 

 

47


 
 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

8.      Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2015, in note 8.

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

 

 

 

     

Credit card companies

35

94

 

2,851

664

Sales vouchers

49

80

 

183

189

Consumer finance - CDCI

-

-

 

1,815

1,877

Trade receivable from cash and carry customers

-

-

 

322

355

Private label credit card

30

35

 

30

35

Receivables from related parties (note 12.2)

43

59

 

42

66

Estimated loss on doubtful accounts (note 8.1)

(2)

-

 

(352)

(371)

Receivables from suppliers

44

119

 

211

164

Extended warranties

-

-

 

193

211

Other trade receivables

1

-

 

34

28

Current

200

387

 

5,329

3,218

         

Credit card companies

-

-

 

29

-

Consumer finance – CDCI

-

-

 

106

111

Estimated losses on doubtful accounts

-

-

 

(12)

(13)

Noncurrent

-

-

 

123

98

 

200

387

 

5,452

3,316

 

8.1.   Estimated losses on doubtful accounts

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

 

 

 

 

 

 

At the beginning of the period

-

-

 

(384)

(350)

Loss/reversal in the period

(2)

-

 

(109)

(96)

Write-off of receivables

-

-

 

125

111

Exchange rate changes

-

-

 

4

(1)

At the end of the period

(2)

-

 

(364)

(336)

           

Current

(2)

-

 

(352)

(328)

Noncurrent

-

-

 

(12)

(8)

          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

 

 

 

 

 

 

 

3.31.2016

5,816

5,270

232

108

60

146

12.31.2015

3,700

3,252

133

82

52

181

 

 

48


 
 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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 2015, in note 9.

 

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

     

 

 

 

Receivables from sale of fixed assets

15

20

 

34

38

Supplier receivables

-

-

 

27

21

Rental advances

10

11

 

10

11

Receivables from Audax

6

7

 

12

13

Amounts to be reimbursed

26

37

 

135

98

Rental receivable

62

68

 

79

86

Receivable from Paes Mendonça

-

-

 

532

532

Receivable from sale of companies

61

52

 

113

105

Other

15

5

 

11

79

 

195

200

 

953

983

           

Current

121

133

 

321

358

Noncurrent

74

67

 

632

625

 

Accounts receivable from Paes Mendonça are related to amounts deriving from the payment of third-party liabilities by the subsidiaries, Novasoc and Sendas.Pursuant to contractual provisions, these accounts receivable are guaranteed by commercial lease rights (“Commercial rights”) of certain stores currently operated by the Company, Novasoc, Sendas and Xantocarpa. The maturity of the accounts receivable is linked to the lease agreements, which expire on June 30, 2016, and were kept on noncurrent, due to the possibility of conversion of payment of intangibles of leased stores.

10.    Inventories

The detailed information on inventories was presented in the annual financial statements for 2015, in note 10.

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

 

 

 

 

 

 

Stores

1,667

1,703

 

4,228

4,323

Distribution centers

1,083

1,139

 

4,950

4,654

Real estate inventories under construction

-

-

 

165

165

Estimated losses on obsolescence and breakage (note 10.1)

(40)

(14)

 

(158)

(153)

 

2,710

2,828

 

9,185

8,989

           

10.1.    Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

 

 

 

 

 

 

At the beginning of the period

(14)

(10)

 

(153)

(86)

Additions

(28)

(2)

 

(50)

(18)

Write-offs / reversal

2

4

 

45

25

Exchange rate changes

-

-

 

-

(1)

At the end of the period

(40)

(8)

 

(158)

(80)

 

 

49


 
 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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 2015, in note 11.

 

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

Current

 

 

     

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

111

78

 

588

509

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

173

224

 

314

366

Income tax on Financial investments

13

22

 

15

32

Income tax and Social Contribution

41

15

 

66

34

Social Security Contribution - INSS

17

17

 

23

21

Value-Added Tax - France

-

-

 

163

65

Other

2

1

 

82

75

Total current

357

357

 

1,251

1,102

           

Noncurrent

         

ICMS (note 11.1)

353

412

 

2,178

2,228

PIS/COFINS (note 1.3)

-

-

 

9

11

Social Security Contribution- INSS

122

122

 

210

206

Total noncurrent

475

534

 

2,397

2,445

Total

832

891

 

3,648

3,547

11.1.ICMS is expected to be realized as follows:

In

Parent Company

Consolidated

 

 

 

Up to one year (*)

111

588

2017

112

451

2018

77

506

2019

37

458

2020

37

449

After 2021

90

314

 

464

2,766

 

Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2015 including changes occurred in the three-month period ended March 31, 2016.

11.    Related parties

11.1.Management and Board of Directors 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) and Fiscal Council recorded in the Company’s statement of income for the period ended March 31, were as follows:

 

Base salary

 

Variable compensation

 

Stock option plan

 

Total

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Board of directors (*)

1

1

 

-

-

 

-

-

 

1

1

Executive officers

5

8

 

8

5

 

2

1

 

15

14

 

6

9

 

8

5

 

2

1

 

16

15

 

 (*) 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.

 

 

50


 
 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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 2015, in note 12.

                        

 

Parent company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues
(expenses)

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Controlling shareholders

                                       

Casino

-

-

 

-

-

 

15

3

 

13

5

 

-

-

 

-

-

 

(30)

(14)

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

(1)

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

-

3

 

-

-

 

-

-

 

(2)

-

Subsidiaries

                                       

Novasoc Comercial

-

-

 

218

382

 

-

-

 

-

-

 

-

-

 

-

-

 

1

-

Sé Supermecados

-

-

 

-

-

 

-

-

 

-

-

 

-

122

 

-

2

 

-

5

Sendas Distribuidora

33

55

 

644

583

 

28

40

 

-

-

 

77

89

 

67

67

 

29

26

Barcelona

1

1

 

197

29

 

6

6

 

-

-

 

-

-

 

-

-

 

-

-

Via Varejo

9

3

 

-

-

 

-

2

 

113

146

 

-

-

 

-

-

 

(33)

(36)

VVLOG Logística

-

-

 

-

-

 

-

-

 

2

1

 

-

-

 

-

-

 

-

-

Cnova Comércio Eletrônico

-

-

 

40

22

 

-

-

 

-

-

 

-

-

 

-

-

 

16

-

Nova Pontocom

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

6

Xantocarpa

-

-

 

22

15

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

GPA M&P

-

-

 

-

-

 

-

-

 

1

1

 

-

-

 

-

-

 

-

-

GPA Logistica

-

-

 

19

23

 

16

20

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Salim Maluf

-

-

 

-

6

 

-

-

 

2

-

 

-

-

 

-

-

 

-

-

Posto GPA - Santo André

-

-

 

-

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Império

-

-

 

-

4

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto Duque - Lapa

-

-

 

-

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Posto GPA - Ciara

-

-

 

-

2

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Bellamar

-

-

 

-

-

 

-

-

 

108

108

 

-

-

 

-

-

 

-

-

Others

-

-

 

-

-

 

-

-

 

3

2

 

-

-

 

-

-

 

-

-

Subtotal

43

59

 

1,140

1,070

 

66

72

 

242

266

 

77

211

 

67

69

 

(19)

(14)

 

 

 

 

51


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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)

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Associates

                                       

FIC

-

-

 

14

-

 

5

7

 

-

1

 

-

-

 

-

-

 

7

10

Other related parties

                                     

-

Management of Nova Pontocom

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

1

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

(2)

Greenyellow do Brasil Energia e Serviços Ltda ("Greenyellow")

-

-

 

-

-

 

-

-

 

41

-

 

-

-

 

-

-

 

(5)

-

Others

-

-

 

1

6

 

1

1

 

-

1

 

-

-

 

-

-

 

-

-

Subtotal

-

-

 

15

6

 

6

8

 

41

2

 

-

-

 

-

-

 

2

9

Total

43

59

 

1,155

1,076

 

72

80

 

283

268

 

77

211

 

67

69

 

(17)

(5)

 

 

 

 

52


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(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

 

Sales

 

Revenues
(expenses)

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Controlling shareholder

                                 

Casino

6

8

 

16

-

 

36

23

 

56

86

 

-

-

 

(35)

(15)

Distribution Casino France

23

32

 

-

-

 

44

28

 

-

-

 

-

-

 

(34)

-

Wilkes Participações

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

(1)

Euris Societé par Actions Simplifieé

-

-

 

-

-

 

-

-

 

-

2

 

-

-

 

(2)

-

Almacenes Exito S.A. (Exito)

-

2

 

2

-

 

24

24

 

-

-

 

-

-

 

(4)

(22)

Casino subsidiaries (note 12.3)

                                 

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

-

-

 

-

-

 

-

-

 

1,349

364

 

-

-

 

(1)

-

C´est chez vous Societé en Nom Collectif

5

7

 

-

-

 

38

37

 

-

-

 

-

-

 

(21)

(11)

EMC Distribution Societé par Actions Simplifiée

-

-

 

-

-

 

48

43

 

-

-

 

-

-

 

-

(38)

Easydis Societé par Actions Simplifiée

-

2

 

-

-

 

1

2

 

-

39

 

1

-

 

-

(2)

Big C Supercenter S.A.

-

-

 

-

-

 

84

58

 

-

-

 

-

-

 

(49)

(39)

Franprix-Leader Price Holding AS

8

12

 

-

-

 

5

6

 

-

-

 

-

-

 

8

-

Others

-

3

 

-

-

 

3

4

 

-

69

 

-

-

 

-

23

Associates

                                 

FIC

-

-

 

25

10

 

6

9

 

-

3

 

-

-

 

5

13

Other related parties

                                 

Casas Bahia Comercial Ltda

-

-

 

268

291

 

-

-

 

-

-

 

-

-

 

(67)

(66)

Management Nova Pontocom

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

1

Instituto Grupo Pão de Açúcar

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

(2)

Viaw Consultoria Ltda

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

(1)

-

Greenyellow do Brasil Energia e Serviços Ltda.

-

-

 

-

-

 

-

-

 

41

-

 

-

-

 

(6)

-

Others

-

-

 

1

8

 

-

1

 

-

-

 

-

-

 

-

-

Total

42

66

 

312

309

 

289

235

 

1,446

563

 

1

-

 

(207)

(159)

 

12.3 Balances with Casino subsidiaries

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

 

 

53


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

13.    Investments

The detailed information on investments was presented in the annual financial statements for 2015, in note 13.

13.1.Breakdown of investments

 

Parent Company

 

Sendas

Novasoc

Via Varejo

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

Others

Total (***)

Balances at 12.31.2015

1,349

174

1,873

501

(195)

770

367

120

25

4,984

Share of profit(loss) of subsidiaries and associates

23

(1)

3

(2)

(53)

24

23

7

(2)

22

Dividends

-

-

-

-

-

-

-

(10)

-

(10)

Stock option

-

-

1

-

-

1

-

-

-

2

Write-off

-

-

-

-

-

-

-

-

5

5

Other transactions (**)

-

-

4

-

12

-

-

-

-

16

Balances at 3.31.2016

1,372

173

1,881

499

(236)

795

390

117

28

5,019

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Nova

Pontocom

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

Others

Total (***)

 

                       

Balances at 12.31.2014

2,806

1,709

144

1,890

158

507

6

690

286

178

17

8,391

Share of profit(loss) of subsidiaries and associates

4

46

(3)

104

(31)

(3)

(1)

8

21

-

4

149

Stock option

-

-

-

1

-

-

-

-

-

-

-

1

Other transactions (**)

-

-

-

(3)

(5)

-

-

-

-

-

-

(8)

Balances at 3.31.2015

2,810

1,755

141

1,992

122

504

5

698

307

178

21

8,533

 

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

(**) Includes the effects of the exchange rate changes on translation of the foreign subsidiaries’ financial information and other comprehensive income in the case of Luxco.

(***) Includes the effect of loss on investment in Luxco, in the amount of R$236. The  negative shareholders equity balance of the subsidiary is recorded in liabilities in the balance sheet.

 

 

54


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

 

13.    Investments – Continued

13.1.Breakdown of investments – Continued

 

Consolidated

 

FIC

BINV

Outros

Total

Balances at 12.31.2015

361

20

1

382

Share of profit(loss) of subsidiaries and associates

32

-

-

32

Balances at 3.31.2016

393

20

1

414

         
 

Consolidated

 

FIC

BINV

Outros

Total

Balances at 12.31.2014

373

21

7

401

Share of profit(loss) of subsidiaries and associates

30

(2)

-

28

Write-off

-

-

(6)

(6)

Exchange rate changes

-

-

(1)

(1)

Balances at 3.31.2015

403

19

-

422

 

 

55


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment

 

Parent Company

 

Balance at 12.31.2015

Additions

Depreciation

Write-offs

Transfers

Balance at 3.31.2016

Land

1,272

-

-

-

2

1,274

Buildings

1,799

1

(15)

-

(39)

1,746

Leasehold improvements

1,858

3

(38)

(1)

63

1,885

Machinery and equipment

892

37

(35)

(15)

-

879

Facilities

179

3

(5)

(1)

-

176

Furniture and fixtures

375

10

(13)

(2)

-

370

Vehicles

3

-

-

(1)

1

3

Construction in progress

73

85

-

-

(24)

134

Other

50

-

(3)

(2)

(1)

44

Total

6,501

139

(109)

(22)

2

6,511

             

Finance lease

           

IT equipment

7

-

(1)

-

(1)

5

Buildings

17

-

-

-

-

17

 

24

-

(1)

-

(1)

22

Total

6,525

139

(110)

(22)

1

6,533

 

 

Parent Company

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Balance at 03.31.2015

Land

1,213

-

-

(7)

5

1,211

Buildings

1,853

1

(15)

-

-

1,839

Leasehold improvements

1,635

2

(32)

(1)

56

1,660

Machinery and equipment

806

66

(36)

(2)

(1)

833

Facilities

161

3

(4)

-

1

161

Furniture and fixtures

312

25

(11)

(1)

-

325

Vehicles

17

2

(1)

-

-

18

Construction in progress

65

55

-

-

(62)

58

Other

38

9

(4)

-

(4)

39

Total

6,100

163

(103)

(11)

(5)

6,144

             

Finance lease

           

IT equipment

7

-

(1)

-

-

6

Buildings

18

-

-

-

-

18

 

25

-

(1)

-

-

24

Total

6,125

163

(104)

(11)

(5)

6,168

 

 

56


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment - Continued

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

Acculated depreciation

Net

 

Cost

Acculated depreciation

Net

Land

1,274

-

1,274

 

1,272

-

1,272

Buildings

2,697

(951)

1,746

 

2,759

(960)

1,799

Leasehold improvements

3,020

(1,135)

1,885

 

3,208

(1,350)

1,858

Machinery and equipment

1,890

(1,011)

879

 

2,005

(1,113)

892

Facilities

398

(222)

176

 

410

(231)

179

Furniture and fixtures

816

(446)

370

 

823

(448)

375

Vehicles

7

(4)

3

 

10

(7)

3

Construction in progress

134

-

134

 

73

-

73

Other

109

(65)

44

 

131

(81)

50

 

10,345

(3,834)

6,511

 

10,691

(4,190)

6,501

               

Finance lease

             

IT equipment

37

(32)

5

 

38

(31)

7

Buildings

34

(17)

17

 

34

(17)

17

 

71

(49)

22

 

72

(48)

24

Total

10,416

(3,883)

6,533

 

10,763

(4,238)

6,525

 

 

 

 

57


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment - Continued

 

Consolidated

 

Balance at 12.31.2015

Additions

Depreciation

Deconsolidation (*)

Write-offs

Transfers

Exchange variation

Balance at 3.31.2016

Land

1,464

-

-

-

-

14

-

1,478

Buildings

2,023

5

(16)

-

-

(33)

-

1,979

Leasehold improvements

3,676

30

(68)

(2)

(11)

87

-

3,712

Machinery and equipment

1,693

61

(71)

(1)

(17)

3

-

1,668

Facilities

424

13

(13)

(4)

(3)

4

(1)

420

Furniture and fixtures

702

24

(23)

-

(2)

1

(1)

701

Vehicles

75

-

(1)

-

(4)

-

-

70

Construction in progress

172

153

-

-

(1)

(75)

-

249

Other

97

6

(6)

-

(2)

1

-

96

Total

10,326

292

(198)

(7)

(40)

2

(2)

10,373

                 

Finance lease

               

Equipment

13

-

(1)

-

-

-

-

12

IT equipment

31

1

(5)

-

-

-

-

27

Facilities

1

-

-

-

-

-

-

1

Furniture and fixtures

6

-

-

-

-

-

-

6

Buildings

21

-

-

-

-

-

-

21

 

72

1

(6)

-

-

-

-

67

Total

10,398

293

(204)

(7)

(40)

2

(2)

10,440

(*) See note 1.3

 

Consolidated

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Exchange rate changes

Balance at 03.31.2015

Land

1,449

-

-

(7)

6

-

1,448

Buildings

2,047

11

(16)

-

-

-

2,042

Leasehold improvements

3,182

60

(56)

(2)

103

-

3,287

Machinery and equipment

1,605

119

(74)

(12)

9

-

1,647

Facilities

381

14

(11)

-

7

1

392

Furniture and fixtures

601

45

(22)

(3)

2

1

624

Vehicles

121

3

(3)

(1)

-

-

120

Construction in progress

166

84

-

-

(127)

-

123

Other

73

19

(7)

-

(4)

-

81

Total

9,625

355

(189)

(25)

(4)

2

9,764

               

Finance lease

             

Equipment

16

-

(1)

-

(1)

-

14

IT equipment

26

-

(5)

-

1

-

22

Facilities

1

-

-

-

-

-

1

Furniture and fixtures

7

-

-

-

-

-

7

Vehicles

1

-

-

-

-

-

1

Buildings

23

-

-

-

-

-

23

 

74

-

(6)

-

-

-

68

Total

9,699

355

(195)

(25)

(4)

2

9,832

 

 

58


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment – Continued

 

Consolidated

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,478

-

1,478

 

1,464

-

1,464

Buildings

2,985

(1,006)

1,979

 

3,036

(1,013)

2,023

Leasehold improvements

5,353

(1,641)

3,712

 

5,549

(1,873)

3,676

Machinery and equipment

3,353

(1,685)

1,668

 

3,471

(1,778)

1,693

Facilities

791

(371)

420

 

801

(377)

424

Furniture and fixtures

1,338

(637)

701

 

1,350

(648)

702

Vehicles

103

(33)

70

 

111

(36)

75

Construction in progress

249

-

249

 

172

-

172

Other

208

(112)

96

 

227

(130)

97

 

15,858

(5,485)

10,373

 

16,181

(5,855)

10,326

               

Finance lease

             

Equipment

36

(24)

12

 

36

(23)

13

IT equipment

200

(173)

27

 

199

(168)

31

Facilities

2

(1)

1

 

2

(1)

1

Furniture and fixtures

15

(9)

6

 

15

(9)

6

Vehicles

-

-

-

 

-

-

-

Buildings

43

(22)

21

 

43

(22)

21

 

296

(229)

67

 

295

(223)

72

Total

16,154

(5,714)

10,440

 

16,476

(6,078)

10,398

14.1.   Capitalized borrowing costs

The consolidated borrowing costs for the three-month period ended  March 31, 2016 were R$3 (R$4 for the three-month period ended March 31, 2015). The rate used to determine the borrowing costs eligible for capitalization was 104.6% of the CDI (104.63 % of the CDI for the period ended March 31, 2015), corresponding to the effective interest rate on the Company’s borrowings.

14.2.   Additions to property and equipment

 

Parent Company

Consolidated

 

3.31.2016

3.31.2015

3.31.2016

3.31.2015

         

Additions

139

163

293

355

Finance lease

-

-

(1)

-

Capitalized interest

(2)

(2)

(3)

(4)

Property and equipment financing - Additions

(129)

(142)

(199)

(168)

Property and equipment financing - Payments

145

192

194

230

Total

153

211

284

413

 

 

59


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment – Continued

14.3.   Other information

As at March 31, 2016, the Company and its subsidiaries recorded in cost of goods sold and services sold the amount of R$11 (R$12 as at March 31, 2015) in parent company and R$31 (R$32 as at March 31, 2015) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.

The Company monitored the plan for impairment test performed on December 31, 2015 and there were no significant discrepancies indicating loss or need to perform a new impairment test on March 31, 2016.

15.    Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2015, in note 15.

 

Parent company

 
 

Balance at 12.31.2015

Additions

Amortization

Write-off

Balance at 3.31.2016

Goodwill - home appliances

179

-

-

-

179

Goodwill - retail

503

-

-

-

503

Commercial rights - retail

46

-

-

-

46

Software and implementation

583

22

(25)

(1)

579

Software - capital leasing

9

79

-

-

88

Total

1,320

101

(25)

(1)

1,395

 

 

 

Parent company

 

Balance at 12.31.2014

Additions

Amortization

Balance at 3.31.2015

Goodwill - home appliances

179

-

-

179

Goodwill - retail

394

-

-

394

Commercial rights - retail

43

-

-

43

Software and implementation

579

24

(24)

579

Total

1,195

24

(24)

1,195

 

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

             
 

179

-

179

 

179

-

179

Goodwill - home appliances

1,361

(858)

503

 

1,361

(858)

503

Goodwill - retail

46

-

46

 

46

-

46

Commercial rights - retail

1,066

(487)

579

 

1,046

(463)

583

Software and implementation

88

-

88

 

9

-

9

Software - capital leasing

2,740

(1,345)

1,395

 

2,641

(1,321)

1,320

 

 

60


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

15.    Intangible assets – Continued

 

Consolidated

 

Balance at 12.31.2015

Additions

Amorti-zation

Write-Off

Transfers

Corporate restructuring (*)

Exchange rate changes

Balance at 3.31.2016

Goodwill - cash and carry

362

-

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

-

747

Goodwill - e-commerce

243

-

-

-

-

-

(11)

232

Brand - cash and carry

39

-

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

-

2,061

Brand - e-commerce

21

-

-

-

-

-

(1)

20

Commercial rights - home appliances

570

-

(1)

-

-

-

-

569

Commercial rights - retail

46

-

-

-

-

-

-

46

Commercial rights - cash and carry

34

-

-

-

-

-

-

34

Lease agreement – under advantageous condition

70

-

(4)

-

-

-

-

66

Contractual rights

148

-

(7)

-

-

-

-

141

Software

1,193

57

(61)

(19)

43

(15)

(10)

1,188

Softwares capital leasing

89

79

(3)

-

-

-

-

165

Others

66

24

-

-

(46)

1

(2)

43

Total

6,609

160

(76)

(19)

(3)

(14)

(24)

6,633

(*) See note 1.3.3

 

Consolidated

 

Balance at 12.31.2014

Additions

Amorti-zation

Write-off

Transfers

Exchange rate changes

Balance at 3.31.2015

Goodwill - cash and carry

362

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

747

Goodwill - e-commerce

254

-

-

-

-

22

276

Brand - cash and carry

39

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

2,061

Brand - e-commerce

30

-

-

-

-

3

33

Commercial rights - home appliances

574

-

(1)

-

-

-

573

Commercial rights - retail

46

-

-

-

-

-

46

Commercial rights - cash and carry

34

-

-

-

-

-

34

Costumer relationship - home appliances

2

-

-

-

-

-

2

Lease agreement – under advantageous condition - NCB

97

-

(6)

-

-

-

91

Contractual Rights

179

-

(8)

-

-

-

171

Software

1,012

73

(51)

(17)

20

14

1,051

Software CL

91

-

(3)

-

-

-

88

Other

47

27

-

(1)

(19)

4

58

Total

6,495

100

(69)

(18)

1

43

6,552

 

 

.

 

 

61


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

15.    Intangible assets – Continued

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

Accumulated
amortization

Net

 

Cost

Accumulated
amortization

Net

               

Goodwill - cash and carry (note 15.1)

371

(9)

362

 

371

(9)

362

Goodwill - home appliances (note 15.1)

920

-

920

 

920

-

920

Goodwill - retail (note 15.1)

1,848

(1,101)

747

 

1,848

(1,101)

747

Goodwill - e-commerce (note 15.1)

232

-

232

 

243

-

243

Brand - cash and carry (note 15.2)

39

-

39

 

39

-

39

Brand - home appliances (note 15.2)

2,061

-

2,061

 

2,061

 

2,061

Brand - e-commerce (note 15.2)

16

4

20

 

21

-

21

Commercial rights - home appliances

636

(67)

569

 

637

(67)

570

Commercial rights - retail

46

-

46

 

46

-

46

Commercial rights - cash and carry

34

-

34

 

34

-

34

Costumer relationship - home appliances

34

(34)

-

 

35

(35)

-

Lease agreement under advantageous condition - NCB

293

(227)

66

 

290

(220)

70

Contractual Rights

187

(46)

141

 

187

(39)

148

Software

2,032

(844)

1,188

 

2,007

(814)

1,193

Software capital leasing

200

(35)

165

 

122

(33)

89

Other

58

(15)

43

 

81

(15)

66

Total

9,007

(2,374)

6,633

 

8,942

(2,333)

6,609

15.1.Impairment testing of goodwill and intangible assets

Goodwill and intangible assets were tested for impairment as at December 31, 2015 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2015 released on February 24, 2016.

 

The Company monitored the plan for impairment test performed on December 31, 2015 and there were no significant discrepancies indicating loss or need to perform a new impairment test on March 31, 2016.

15.2.Additions to intangible assets

 

Parent Company

Consolidated

 

3.31.2016

3.31.2015

3.31.2016

3.31.2015

Additions

101

24

160

100

Finance lease

(79)

-

(79)

-

Intangible assets financing - Additions

-

(3)

-

(3)

Intangible assets financing - Payments

2

6

2

6

Total

24

27

83

103

16.    Trade payables

The detailed information on trade payables was presented in the annual financial statements for 2015, in note 16.

 

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

           

Product suppliers

2,856

4,446

 

10,372

15,589

Service suppliers

137

142

 

1,070

750

Rebates

(335)

(485)

 

(595)

(854)

 

2,658

4,103

 

10,847

15,485

 

 

 

62


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

 

17.    Borrowings and financing

The detailed information on borrowings and financing was presented in the annual financial statements for  2015, in note 17.

17.1.Debt breakdown

 

 

Parent Company

Consolidated

 

Weighted average rate

3.31.2016

12.31.2015

3.31.2016

12.31.2015

           

Current

         

Debentures and promissory note

         

Debentures, net (note 17.4)

 

5

38

5

38

Promissory note, net

 

517

-

517

-

   

522

38

522

38

Borrowings and financing

         

Local currency

         

BNDES

TJLP(*) + 3.60 per year

62

82

62

82

BNDES

3.46% per year

7

9

14

16

IBM

CDI(**) - 0.71% per year

-

-

28

27

Working capital

108.21% of CDI

782

111

989

111

Working capital

14.60% per year

-

-

2,294

2,308

Working capital

TR(***) + 9.98% per year

2

1

7

5

Sale of receivables

109% of CDI

-

-

5

4

Finance lease (note 23)

 

36

30

52

44

Borrowing cost

 

(2)

(1)

(1)

(2)

   

887

232

3,450

2,595

Foreign currency

         

Working capital

USD + 2.49% per year

1,207

857

2,281

1,656

Swap contracts (note 17.7)

104.50% of CDI

(201)

(299)

(248)

(475)

   

1,006

558

2,033

1,181

Total current

 

2,415

828

6,005

3,814

 

 

 

 

Parent Company

Consolidated

Noncurrent

Weighted average rate

3.31.2016

12.31.2015

3.31.2016

12.31.2015

           

Debentures and promissory note

         

Debentures, net (note 17.4)

 

898

897

898

897

   

 

 

 

 

Borrowings and financing

         

Local currency

         

BNDES

TJLP(*) + 3.60 per year

-

-

-

-

BNDES

2.70% per year

8

9

48

51

IBM

CDI - 0.71% per year

-

-

56

68

Working capital

14.63% per year

-

-

172

167

Working capital

104.93% of CDI

239

980

239

1,131

Working capital

TR + 9.98 % per year

21

20

127

126

Finance lease (note 23)

 

175

117

276

220

Swap contracts (note 17.7)

101.40% of CDI

-

-

(1)

2

Borrowing cost

 

(3)

(3)

(7)

(7)

   

440

1,123

910

1,758

Foreign currency

         

Working capital (i)

USD + 2.14% per year

1,066

1,443

1,349

1,756

Swap contracts (note 17.7)

101.6% of CDI

(3)

(186)

(37)

(247)

   

1,063

1,257

1,312

1,509

Total noncurrent

 

2,401

3,277

3,120

4,164

Total loans and borrowings

 

4,816

4,105

9,125

7,978

 

 

63


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

 

 

 

17.    Borrowings and financing - continued

17.2.Changes in borrowings

Parent Company

 

Consolidated

At December 31, 2015

4,105

 

7,978

Additions - working capital

900

 

2,409

Additions - finance lease

79

 

80

Accrued interest

99

 

208

Accrued swap

282

 

455

Mark-to-market

(27)

 

(35)

Monetary and exchange rate changes

(237)

 

(379)

Borrowing cost

1

 

1

Interest paid

(110)

 

(197)

Payments

(305)

 

(1,409)

Swap paid

29

 

14

At March 31, 2016

4,816

 

9,125

 

 

Parent Company

 

Consolidated

At December 31, 2014

5,526

 

9,728

Additions

215

 

1,571

Accrued interest

136

 

245

Accrued swap

(178)

 

(211)

Mark-to-market

1

 

1

Monetary and exchange rate changes

199

 

236

Borrowing cost

1

 

1

Interest paid

(103)

 

(235)

Payments

(296)

 

(1,955)

Swap paid

(19)

 

(19)

At March 31, 2015

5,482

 

9,362

 

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

Year

Parent Company

 

Consolidated

2017

1,460

 

1,920

2018

817

 

880

2019

48

 

96

After 2020

80

 

233

Subtotal

2,405

 

3,129

     

Borrowing costs

(4)

 

(9)

Total

2,401

 

3,120

 

 

64


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

17.    Borrowings and financing – Continued

16.1.     Debentures and promissory note

   

 

 

Date

 

 

Parent Company

Consolidated

 

Type

Issue Amount

Outstanding debentures
and promissory note

Issue

Maturity

Annual financial charges

Unit price

3.31.2016

12.31.2015

3.31.2016

12.31.2015

Parent Company

 

 

 

 

 

 

 

 

 

 

 

12th Issue – CBD

No preference

900,000

900,000

9/12/14

9/12/19

107.00% of CDI

1,007

906

939

906

939

1st issue - promissory note - CBD

No preference

500,000

10

1/8/16

7/6/16

1.49% p.a

50,000

518

-

518

-

                       

Borrowing cost

             

(4)

(4)

(4)

(4)

Parent Company/Consolidated - current and noncurrent

             

1,420

935

1,420

935

Current liabilities

             

522

38

522

38

Noncurrent liabilities

             

898

897

898

897

 

 

 

 

65


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

17.    Borrowings and financing – Continued

17.4.     Debentures – continued

GPA is required to maintain certain debt financial covenants in connection with the issues made. These ratios are calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity and (ii) consolidated net debt/EBITDA ratio lower than or equal to 3.25. At March 31, 2016, GPA complied with these ratios.

17.5.     Borrowings in foreign currencies

On March 31, 2016 GPA had loans in foreign currencies (dollar and euro) to strengthen its working capital, maintain its cash strategy, lengthen its debt profile and make investments, being the last due date in October, 2018

For a part of the transactions, GPA is required to maintain certain debt financial covenants. These ratios are calculated based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity and (ii) consolidated net debt/EBITDA ratio lower than or equal to 3.25. At March 31, 2016, GPA complied with these ratios.

17.6.     Guarantees

The Company signed promissory notes for some borrowings agreements.

17.7.     Swap contracts

The Company uses swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal and are signed, with the same due dates and with same counterparty. The weighted average annual rate of CDI in 2016 was 13.73% (11.26% in 2015).

 

 

66


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments

The detailed information on financial instruments was presented in the annual financial statements for 2015, in note 18.

 

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

 

 

Parent Company

Consolidated

 

Carrying amount

Carrying amount

 

3.31.2016

12.31.2015

3.31.2016

12.31.2015

Financial assets:

       

Loans and receivables (including cash)

       

Cash and cash equivalents

1,510

2,247

4,448

11,015

Trade receivables and other receivables

395

587

6,405

4,299

Related parties - assets (*)

1,155

1,076

312

309

Financial liabilities:

       

Other financial liabilities - amortized cost

       

Related parties -liabilities (*)

(283)

(268)

(1,446)

(563)

Trade payables

(2,658)

(4,103)

(10,847)

(15,485)

Financing for purchase of assets

(41)

(104)

(74)

(117)

Acquisition of non-controlling interest

-

-

(107)

(104)

Debentures

(1,420)

(935)

(1,420)

(935)

Borrowings and financing

(1,305)

(1,355)

(4,228)

(4,222)

Suppliers - structured program

-

-

(350)

(1,055)

Fair value through profit or loss

       

Loans and financing, including derivatives

(2,091)

(1,815)

(3,477)

(2,821)

Net exposure

(4,738)

(4,670)

(10,784)

(9,679)

 

(*)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 18.3.

 

 

 

67


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

18.1.       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 year ended March 31, 2016.

   

Parent Company

 

Consolidated

   

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

Cash and cash equivalents

 

1,510

2,247

 

4,448

11,015

Suppliers – structured program(**)

 

-

-

 

(350)

(1,055)

Borrowings and financing

 

(4,816)

(4,105)

 

(9,125)

(7,978)

Other liabilities with related parties (note 12.2) (*)

 

-

-

 

(1,349)

(364)

 (*) Represents loans of CDiscount with Casino Finance International S.A. (“Polca”).

(**)Suppliers – structured program refers to financial liabilities with suppliers which due dates were extended during three-month period ended March 31, 2016 and year 2015. Due to characteristics of commercial negotiations between suppliers and the Company, these financial liabilities were included in programs with banks, utilizing Company’s credit lines, with implied financial cost of 112% of CDI. The Company understands that this transaction has specific nature and classifies separately from the caption Suppliers – structured program.

(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 March 31, 2016.

18.1.1 Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

2,192

1,424

20

3,636

Debentures and promissory note

667

1,159

-

1,826

Derivatives

21

118

2

141

Finance lease

52

191

149

392

Trade payables

2,658

-

-

2,658

Total

5,590

2,892

171

8,653

 

 

68


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

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

 

 (ii)   Liquidity management risk – Continued

18.1.2 Consolidated

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

5,943

2,064

124

8,131

Debentures and promissory note

667

1,159

-

1,826

Derivatives

77

101

13

191

Finance lease

81

292

193

566

Trade payables

10,847

-

-

10,847

Suppliers - structured program

350

-

-

350

Acquisition of noncontrolling interest

79

28

-

107

Sale of receivables

5

 

-

5

Total

18,049

3,644

330

22,023

 

(iii)    Derivative financial instruments

 

   

Consolidated

   

Notional value

 

Fair value

   

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

Fair value hedge

           

Purpose of hedge (debt)

 

3,419

2,760

 

3,762

3,512

             

Long position (buy)

           

Prefixed rate

TR+9.98% per year

130

131

 

130

131

US$ + fixed

2.36% per year

3,070

2,629

 

3,442

3,427

EUR + fixed

1.60% per year

220

-

 

205

-

   

3,420

2,760

 

3,777

3,558

Short position (sell)

           
 

103.37% per year

(3,420)

(2,760)

 

(3,492)

(2,838)

Net hedge position

 

-

-

 

285

720

 

 

69


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

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

(vi)    Derivative financial instruments - continued

 

Realized and unrealized gains and losses on these contracts during the three-month period ended March 31, 2016 are recorded in financial income (expenses), net and the balance receivable at fair value is R$284(R$720 as at December 31, 2015), recorded in line item  “Borrowings and financing”.

The effects of the fair value hedge recorded in the statement of income for the three-month period ended March 31, 2016 were a gain of R$34  (gain of R$208 as at March 31, 2015).

18.2.   Sensitivity analysis of financial instruments

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

 

For the probable scenario, exchange rate weighted was R$3.91 on the due date, and the interest rate weighted was 14.53% per year. The sources used were the same as those of the annual financial statements for 2015.

 

 

 

 

 

70


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

18.2.   Sensitivity analysis of financial instruments - continued

(i)      Other financial instruments

 

     

Market projection

Operations

Risk (CDI increase)

Balance at 3.31.2016

Scenario I

 

Scenario II

 

Scenario III

   

 

 

 

 

 

 

Fair value hedge (fixed rate)

101.40% of CDI

(129)

(192)

 

(199)

 

(204)

Fair value hedge (exchange rate)

103.37% of CDI

(3,363)

(4,468)

 

(4,558)

 

(4,646)

Debentures

107% of CDI

(906)

(1,040)

 

(1,073)

 

(1,107)

Promissory note

CDI + 1.49%

(518)

(592)

 

(610)

 

(629)

Bank loans - CBD

106.97% of CDI

(1,021)

(1,172)

 

(1,210)

 

(1,248)

Leases

100.19% of CDI

(85)

(97)

 

(100)

 

(103)

Leases

95.31% of CDI

(97)

(110)

 

(113)

 

(116)

Bank loans- Via Varejo

CDI - 0.71%

(84)

(96)

 

(99)

 

(102)

Bank loans - Barcelona

108% of CDI

(157)

(180)

 

(186)

 

(192)

Total borrowings and financing exposure

 

(6,360)

(7,947)

 

(8,148)

 

(8,347)

               

Cash and cash equivalents (*)

102.22% of CDI

4,089

4,673

 

4,819

 

4,965

Net exposure

 

(2,271)

(3,274)

 

(3,329)

 

(3,382)

Net effect - loss

   

(1,003)

 

(1,058)

 

(1,111)

(*) weighted average

             

 

The Company has a net exposure (between trade payables and financial investments abroad) of US$ 14 million and €11 million, besides investments in foreign entities amounting to €3 million. Management did not apply the sensibility tests related to exchange exposure since the amounts were considered not relevant.

In addition, Company has a borrowing balance of R$ 1,349 with Casino’s group company Polca, yields 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 and, therefore, with no sensibility analysis required for this exposure.

 

 

71


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

18.3.   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 3.31.2016

Fair value at

3.31.2016

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

284

284

level 2

Interest rate swaps

1

1

level 2

Borrowings and financing (fair value)

(3,762)

(3,762)

level 2

       

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

   

Borrowings and financing (amortized cost)

(5,648)

(5,551)

level 2

Total

(9,125)

(9,028)

 

 

There were no changes between the fair value measurements levels in the three-month period ended March 31, 2016.

·       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.

 

 

72


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

18.    Financial instruments – Continued

18.4.   Consolidated position of derivative transactions

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

 

Outstanding

       

Amount payable or receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

3.31.2016

12.31.2015

3.31.2016

12.31.2015

Exchange swaps

               

registered with CETIP

               

(US$ x CDI)

               
 

Tokyo Bank

US$ 75

1/14/2014

1/10/2017

83

110

84

113

 

JP Morgan Bank

US$ 50

3/19/2014

3/21/2016

-

77

-

82

 

Mizuho

US$ 50

10/31/2014

10/31/2017

53

70

52

69

 

Citibank

US$ 85

11/21/2014

11/21/2016

80

109

82

112

 

Tokyo Bank

US$ 75

1/2/2015

12/29/2016

68

94

69

98

 

Citibank

US$ 5

1/28/2015

1/28/2016

-

6

-

7

 

HSBC

US$ 100

2/25/2015

11/25/2016

66

100

69

102

 

Bradesco

US$ 100

4/27/2015

4/27/2016

22

66

24

76

 

Citibank

US$ 50

4/10/2015

4/10/2017

20

38

21

37

 

Citibank

US$ 30

4/14/2015

4/17/2017

12

22

13

22

 

Bank of America

US$ 40

9/14/2015

9/14/2017

(14)

26

(10)

26

Tokyo Bank

US$ 50

7/31/2015

7/31/2017

9

(1)

8

-

 

Scotiabank

US$ 50

9/30/2015

9/29/2017

(24)

(7)

(15)

(4)

 

Agricole

EUR 50

10/7/2015

10/8/2018

(23)

(13)

(13)

(18)

 

Itaú BBA

US$ 50

10/27/2015

1/17/2017

(26)

(3)

(19)

(1)

 

Bradesco

US$ 50

3/3/2016

06/032017

(21)

-

(15)

-

 

Scotiabank

US$ 50

1/15/2016

1/16/2018

(29)

-

(19)

-

 

Bradesco

US$ 50

2/1/2016

10/28/2016

(28)

-

(24)

-

 

Santander

US$ 47

2/22/2016

2/16/2017

(25)

-

(22)

-

Interest rate swap

               

registered with CETIP

               

(fixed rate x CDI)

               
 

Itaú BBA

R$ 54

1/14/2015

1/5/2027

1

(1)

-

(1)

         

224

693

285

720

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

 

 

73


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

19.     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 2015, in note 19.

19.1.   Taxes and contributions payable and taxes payable in installments

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

           

PIS and COFINS

25

16

 

525

396

Provision for income tax and social contribution

-

3

 

13

52

ICMS

26

27

 

159

154

Others

-

9

 

153

148

 

51

55

 

850

750

   

 

 

 

 

Taxes payable in installments - Law 11,941/09

637

644

 

637

644

Others

7

8

 

8

8

 

644

652

 

645

652

           

Current

132

135

 

932

830

Noncurrent

563

572

 

563

572

19.2.   Maturity schedule of taxes payable in installments in noncurrent liabilities will occur as follows:

In

Parent Company and Consolidated

2017

61

2018

78

2019

77

2020

77

After 2021

270

Total

563

 

 

74


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

20.    Income tax and social contribution

The detailed information on income tax and social contribution was presented in the annual financial statements for 2015, in note 20.

20.1.   Income and social contribution tax expense reconciliation

 

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

           

Profit before income tax and social contribution

(88)

208

 

(182)

405

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

23

(52)

 

56

(118)

Deferred income tax over carrying amount not recognized

-

-

 

(81)

(27)

Tax penalties

-

(2)

 

-

(2)

Share of profit of subsidiaries and associates

5

37

 

11

8

Effect of tax rates in foreign entities

-

-

 

5

-

Other permanent differences (nondeductible)

1

1

 

12

(14)

Effective income tax and social contribution

29

(16)

 

3

(153)

           

Income tax and social contribution for the period:

         

Current

6

-

 

(24)

(96)

Deferred

23

(16)

 

27

(57)

Deferred income tax and social contribution expense

29

(16)

 

3

(153)

Effective rate

-32.95%

7.69%

 

-1.65%

37.78%

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

20.2.   Breakdown of deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

 

 

 

 

 

 

Tax losses

12

-

 

313

331

Provision for risks

151

141

 

365

344

Provision for derivative transactions taxed on a cash basis

(87)

(107)

 

(81)

(100)

Estimated loss on doubtful accounts

2

1

 

108

106

Provision for current expenses

9

5

 

82

68

Goodwill tax amortization

(15)

(10)

 

(617)

(595)

Present value adjustment

1

1

 

(4)

(12)

Lease adjustment

8

5

 

(50)

(48)

Mark-to-market adjustment

(8)

(2)

 

(9)

(2)

Fair value of assets acquired in business combination

-

-

 

(788)

(790)

Technological innovation – future realization

(18)

(18)

 

(18)

(18)

Depreciation of fixed assets as per tax rates

(43)

(25)

 

(42)

(20)

Provision of Morzan arbitration

50

50

 

50

50

Other

11

9

 

85

66

Deferred income tax and social contribution

73

50

 

(606)

(620)

           

Noncurrent assets

73

50

 

542

564

Noncurrent liabilities

-

-

 

(1,148)

(1,184)

Income tax and social contribution

73

50

 

(606)

(620)

 

 

75


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

20.    Income tax and social contribution – Continued

20.2.   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

34

234

2017

26

90

2018

13

94

2019

-

61

2020

-

43

After 2021

-

20

 

73

542

 

 

20.3.   Changes in deferred income tax and social contribution

 

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

At the beginning of the period

50

56

 

(620)

(642)

Expense for the period

23

(16)

 

27

(57)

Exchange rate changes

-

-

 

(6)

11

Other

-

(1)

 

(7)

12

At the end of the period

73

39

 

(606)

(676)

 

21.    Accounts payable related tp acquisition of companies

 

 

Consolidated

 

3.31.2016

12.31.2015

 

 

 

Interest acquisition in Assaí

7

7

Interest acquisition in Sendas

73

69

Interest acquisition in Cdiscount Colombia S.A.S

27

28

 

107

104

   

Current liabilities

80

76

Noncurrent liabilities

27

28

 

 

 

76


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    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.

22.1. Parent Company

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2015

63

187

152

71

17

490

Additions

5

2

12

8

6

33

Payments

-

-

(8)

(2)

(3)

(13)

Reversals

-

(3)

(1)

(8)

(3)

(15)

Inflation adjustment

3

8

4

4

1

20

Balance at March 31, 2016

71

194

159

73

18

515

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2014

40

190

168

72

13

483

Additions

-

1

5

6

1

13

Payments

-

-

(4)

-

(1)

(5)

Reversals

-

(10)

-

(13)

-

(23)

Inflation adjustment

1

6

4

4

1

16

Balance at March 31, 2015

41

187

173

69

14

484

22.2. Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2015

103

414

597

248

34

1,396

           

Additions

4

4

88

61

13

170

Payments

-

-

(35)

(29)

(6)

(70)

Reversals

(4)

(12)

(34)

(44)

(7)

(101)

Inflation adjustment

4

11

15

11

2

43

Exchange rate changes

-

-

-

(1)

-

(1)

Balance at March 31, 2016

107

417

631

246

36

1,437

 

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2014

79

510

521

201

33

1,344

             

Additions

3

4

52

62

4

125

Payments

-

-

(39)

(26)

(1)

(66)

Reversals

-

(11)

(7)

(53)

(2)

(73)

Inflation adjustment

2

8

14

12

2

38

Exchange rate changes

-

2

-

-

-

2

Balance at March 31, 2015

84

513

541

196

36

1,370

 

 

77


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    Provision for risks – Continued

22.3. 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:

22.3.1.     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 March 31, 2016 is R$ 107 (R$ 103 as at December 31, 2015).

22.3.2.     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; (v) arguing about ICMS rates over energy expenses in the Rio de Janeiro State; and (vi) other less relevant issues.

The amount accrued for these matters as at March 31, 2016 is R$125 (R$121 as at December 31, 2015).

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$ 132 as at March 31, 2016 (R$128 as at December 31, 2015) 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.

22.3.3.      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 March 31, 2016 is R$65 (R$62 as at December 31, 2015).

 

 

78


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    Provision for risks – Continued

22.3.4.      Others contingent tax liabilities - Cdiscount

There were consolidated provisions for contingent tax liabilities from foreign e-commerce entities. As at March 31, 2016 the contingent tax liabilities amount to R$10 (R$13 as at December 31, 2015).

22.3.5.      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(R1) (IFRS 3). As at March 31, 2016, the recorded amount related to contingent tax liabilities is R$85 (R$84 as at December 31, 2015).

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

22.3.6.      Others contingent tax liabilities - Bartira

During the three-month period ended March 31, 2016, the Company reversed almost the totality contingent liabilities related to Bartira PPA, occurred in 2013. The amounts reversed comprise R$6 of tax and R$11 of labor contingencies, totaling R$17. The remaining amount for three-month period ended March 31, 2016 is R$1(R$18 at December 31, 2015).

22.4.      Labor

The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At March 31, 2016, the Company recorded a provision amount R$631 (R$597 as at December 31, 2015) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed. Labor claims are indexed to rate according to a table available by TST (“The Brazilian Supreme Labor Court”), plus monthly interest of 1%.

22.5.      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.

 

 

79


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    Provision for risks – Continued

22.5 Civil and others - continued

Among these lawsuits, we point out the following:

·The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at March 31, 2016, the amount accrued for these lawsuits is R$96 (R$45 as at December 31, 2015), 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 March 31, 2016 the amounting of this provision is R$ 36 (R$34 on December 31,2015)

·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$63 as at March 31, 2016 (R$64 as at December 31, 2015).

 

Total civil lawsuits and others as at March 31, 2016 amount to R$282 (R$282 as at December 31, 2015).

22.6. 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$13,035 as at March 31, 2016 (R$12,717 as at December 31, 2015), 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$414 as at March 31, 2016 (R$410 as at December 31, 2015). 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$2,116 as at March 31, 2016 (R$2,056 as at December 31, 2015).

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 in relation to years 2007-2013. The amount involved (and included in the paragraph above) is R$1,071 as at March 31, 2016 (R$ 1,046 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.

 

 

 

80


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    Provision for risks – Continued

22.6. Other non-accrued contingent liabilities – Continued

Mandala goodwill: tax assessment related to the goodwill tax deduction in the years of 2012 and 2013, originated by the acquisition of Ponto Frio occurred in the year of 2009. The restated amount of the assessment notice correspond to R$73 of income tax and social contribution(R$72 in December 31, 2015).

·       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$2,288 as at March 31, 2016 (R$2,270 as at December 31, 2015).

·       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$6,975 as at March 31, 2016 (R$6,765 as at December 31, 2015), which await a final decision at the administrative and court levels.

·       Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), rates, 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$434 as at March 31, 2016 (R$387 as at December 31, 2015), which await decision at the administrative and court levels.

·       Other litigations – these 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$808 as at March 31, 2016 (R$829 as at December 31, 2015).

The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at March 31, 2016 the estimated amount, in case of success in all lawsuits, is approximately R$109 (R$100 as at December 31,2015).

 

 

81


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

22.    Provision for risks – Continued

22.7. 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 registered in its assets amounts related to restricted deposits.

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

         

Tax

106

101

 

214

210

Labor

330

329

 

776

711

Civil and other

20

18

 

42

44

Regulatory

11

11

 

35

34

Total

467

459

 

1,067

999

22.8. Guarantees

Lawsuits

Real estate

Equipment

Guarantee

Total

 

 

 

 

 

Tax

858

-

8,282

9,140

Labor

6

2

28

36

Civil and other

-

-

270

270

Regulatory

9

-

9

18

Total

873

2

8,589

9,464

 

The cost of guarantees is approximately 1.01% of the amount of the lawsuits and is recorded as expense by the passage of time.

 

 

 

 

82


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

23.    Leasing transactions

23.1.     Operating lease

(i)     Non-cancelable minimum payments

 

Consolidated

 

3.31.2016

 

Minimum rental payment:

 

Up to 1 year

60

1 to 5 years

239

Over 5 years

382

 

681

Refer to non-cancellable rental agreements through the due dates. The operating leasing agreements vary from 3 to 20 years and the table above presents the non-cancelable agreements. There are other operating lease agreements that 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

 

3.31.2016

3.31.2016

Minimum rental payments

   

Minimum payments on the termination date

260

773

 

260

773

(iii)    Contingent payments

Management considers the payment of additional rents as contingent payments, which vary between 0.1% and 4.5% of sales.

 

Parent Company

 

Consolidated

Expenses(Income) for the period

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

Contingent payments

96

89

 

170

164

Non contingent payments

45

43

 

244

254

Sublease rentals (*)

(34)

(28)

 

(42)

(37)

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

 

 

83


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

23.    Leasing transactions – Continued

23.2.   Finance lease

Finance lease agreements amounted to R$328 as at March 31, 2016 (R$264 as at December 31, 2015), as shown in the table below:

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

Financial lease liability–minimum rental payments:

         

Up to 1 year

36

30

 

52

44

1 - 5 years

150

91

 

217

157

Over 5 years

25

26

 

59

63

Present value of finance lease agreements

211

147

 

328

264

         

Future financing charges

181

179

 

238

238

Gross amount of finance lease agreements

392

326

 

566

502

24.    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.

The detailed information on deferred revenue was presented in the annual financial statements for 2015, in note 24.

 

Parent Company

 

Consolidated

 

3.31.2016

12.31.2015

 

3.31.2016

12.31.2015

           

Additional or extended warranties

40

42

 

754

777

Bradesco agreement

-

-

 

672

699

Swap agreement

-

-

 

77

65

Services rendering agreement - Allpark

16

16

 

16

16

Back lights

-

-

 

28

36

Spread BCA - Customers base exclusivity (5 years)

-

-

 

4

6

Tax credit research

-

-

 

4

5

Others

1

2

 

42

39

 

57

60

 

1,597

1,643

           

Current

27

28

 

426

420

Noncurrent

30

32

 

1,171

1,223

 

 

 

84


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

25.    Shareholders’ equity

 

The detailed information on shareholders’ equity was presented in the annual financial statements for 2015, in note 25.

25.1.   Capital stock

The subscribed and paid-up capital as at March 31, 2016 is represented by 265,712 (265,702 as at December 31, 2015) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at March 31,2016 (99,680 as at December 31, 2015) and 166,032 in thousands of preferred shares as at March 31, 2016 (166,022 as at December 31, 2015).

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 24, 2016, March 22, 2016 were approved capital increases by R$0,346 (R$1 on March 31, 2015) through  the issue of 10 (in thousands of shares) preferred shares(32 on March 31,2015).

 

25.2.   Stock option plan for preferred shares

Option plan

 

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 March 31, 2016

 

 

       

Series A6 - Gold

3/15/2012

3/31/2015

3/31/2016

0.01

0.01

526

(490)

(36)

-

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(489)

(36)

1

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(176)

(39)

143

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(176)

(39)

143

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(17)

(56)

167

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(11)

(67)

162

Series B2

5/29/2015

6/1/2018

11/30/2018

0.01

0.01

337

(5)

(19)

313

Series C2

5/29/2015

6/1/2018

11/30/2018

77.27

77.27

337

-

(26)

312

           

2,920

(1,364)

(318)

1,238

 

 

 

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, 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

(490)

(36)

-

Series A6 - Silver

3/15/2012

3/31/2015

3/31/2016

64.13

64.13

526

(488)

(36)

2

Series A7 - Gold

3/15/2013

3/31/2016

3/31/2017

0.01

0.01

358

(172)

(35)

151

Series A7 - Silver

3/15/2013

3/31/2016

3/31/2017

80

80

358

(172)

(35)

151

Series B1

5/30/2014

5/30/2017

11/30/2017

0.01

0.01

239

(16)

(54)

169

Series C1

5/30/2014

5/30/2017

11/30/2017

83.22

83.22

239

(11)

(64)

164

Series B2

5/29/2015

6/1/2018

11/30/2018

0.01

0.01

337

(5)

(16)

316

Series C2

5/29/2015

6/1/2018

11/30/2018

77.27

77.27

337

-

(23)

314

 

 

 

 

 

 

3,518

(1,924)

(327)

1,267

 

 

 

85


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

25.    Shareholders’ equity - Continued

At March 31, 2016 there were 233 treasury-preferred shares which may be used as guarantee for the options granted in the plan. The preferred share price at BM&FBovespa was R$49.85 per share.

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

 

3.31.2016

12.31.2015

 

 

Number of shares

265,712

265,702

Balance of granted series in effect

1,238

1,267

Maximum percentage of dilution

0.47%

0.48%

 

The expectation of remaining average life of the series outstanding at March 31, 2016 was 1.53 year (1.75 year at December 31, 2015). The weighted average fair value of options granted at March 31, 2016 was R$67.31 (R$67.35 at December 31, 2015).

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

Intrinsic value added

         

At December 31, 2015

       

Granted during the year

674

38,64

   

Cancelled during the year

(117)

45,53

   

Exercised during the year

(418)

32,62

   

Outstanding at the end of the year

1,267

39.57

1.75

26,586

Total to be exercised at December 31, 2015

1,267

39.57

1.75

26,586

         

At March 31, 2016

       

Cancelled during the period

(19)

42.68

   

Exercised during the period

(10)

33.69

   

Outstanding at the end of the period

1,238

39.57

1.53

23,862

Total to be exercised at March 31, 2016

1,238

39.57

1.53

23,862

As at March 31, 2016 there were options to be exercised in Series A6.

The amounts recorded in the Consolidated statement of income, as at March 31, 2016 were R$4 (R$3 as at March 31, 2015).

25.3.   Cumulative other comprehensive income

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$16 and R$57 for non-controlling interests.

 

 

 

86


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

 

26.    Net sales of goods and/or services      

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

Gross sales

         

Goods

6,317

6,010

 

19,239

18,887

Services rendered

65

63

 

836

534

Financial services

-

   

338

365

Sales returns and cancellations

(137)

(104)

 

(373)

(586)

 

6,245

5,969

 

20,040

19,200

Taxes

(493)

(455)

 

(2,286)

(1,963)

   

-

   

-

Net sales

5,752

5,514

 

17,754

17,237

27.    Expenses by nature       

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

         

Cost of inventories

(4,097)

(3,881)

 

(13,240)

(12,647)

Personnel expenses

(693)

(645)

 

(1,834)

(1,702)

Outsourced services

(69)

(79)

 

(745)

(549)

Functional expenses

(398)

(321)

 

(799)

(698)

Selling expenses

(171)

(160)

 

(554)

(543)

Other expenses

(89)

(58)

 

(161)

(141)

 

(5,517)

(5,144)

 

(17,333)

(16,280)

         

Cost of goods and services sold

(4,289)

(4,072)

 

(13,881)

(13,105)

Selling expenses

(1,094)

(943)

 

(2,964)

(2,716)

General and administrative expenses

(134)

(129)

 

(488)

(459)

 

(5,517)

(5,144)

 

(17,333)

(16,280)

28.    Other operating income (expenses), net

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

Disposal of fixed assets results

(20)

(3)

 

(46)

(15)

Selling of subsidiaries - Cdiscount (note 1.3)

-

-

 

94

-

Expenses Cnova's investigation (note 1.2)

(1)

-

 

(42)

-

Integration/restructuring expenses (a)

(11)

(9)

 

(55)

(24)

Effects on Indemnified amounts to Via Varejo and CB and association costs (b)

(20)

(22)

 

(9)

(22)

Others

-

8

 

(10)

(7)

 

(52)

(26)

 

(68)

(68)

           

a)             Related to severance costs to Group´s executives and employees, which lay off was informed or done during 2015 and 2016, and represent an important change in the departments’ structure.

b)            In 2015 and 2016, expenses incurred related to contingencies amounts referring to prior periods of the association with CB.

 

 

 

 

 

 

 

 

 

 

87


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

29.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

Finance expenses:

         

Cost of debt

(135)

(159)

 

(280)

(287)

Cost of sales of receivables

(20)

(15)

 

(128)

(91)

Monetary loss

(34)

(34)

 

(65)

(60)

Other finance expenses

(19)

(32)

 

(38)

(59)

Total financial expenses

(208)

(240)

 

(511)

(497)

 

         

Financial income:

         

Income from cash and cash equivalents

10

31

 

94

105

Monetary gain

30

40

 

99

87

Other financial income

-

1

 

1

24

Total financial income

40

72

 

194

216

 

         

Total

(168)

(168)

 

(317)

(281)

The hedge effects in the years ended March 31, 2016 and  March 31, 2015 are disclosed in Note 18.

30.    Earnings per share

The information on earnings per share was presented in the annual financial statements for 2015, in note 30.

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

 

 

3.31.2016

 

3.31.2015

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

             

Net income (loss) allocated to common and preferred shareholders

(37)

(22)

(59)

 

124

68

192

 

(37)

(22)

(59)

 

124

68

192

             

Basic denominator (thousands of shares)

             

Weighted average of shares

166

100

266

 

165

100

265

             

Basic earnings per thousands of shares (R$)

(0.22227)

(0.22227)

   

0.74955

0.68141

 

             

Diluted numerator

             

Net income (loss) allocated to common and preferred shareholders

(37)

(22)

(59)

 

124

68

192

(37)

(22)

(59)

 

124

68

192

             

Diluted denominator

             

Weighted average of shares (in thousands)

166

100

266

 

165

100

265

Diluted weighted average of shares (in thousands)

166

100

266

 

165

100

265

Diluted earnings per thousands of shares (R$)

(0.22227)

(0.22227)

   

0.74765

0.68099

 

 

 

88


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

31.    Benefit plan

The information on benefit plan was presented in the annual financial statements for 2015, in note 31.

31.1.Defined contribution plan

In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the three-month period ended March 31, 2016 is R$1 (R$1 as at March 31, 2015), and employees contribution is R$1 (R$1 as at March 31, 2015). The plan had 850 participants as at March 31, 2015 (904 as at March 31, 2015).

32.    Insurance coverage

The insurance coverage as at March 31, 2016 is summarized as follows:

 

 

 

Parent Company

Consolidated

Insured assets

Covered risks

Amount insured

Amount insured

Property and equipment and inventories

Assigning profit

9,250

23,508

Profit

Loss of profits

4,483

8,632

Vehicles and others (*)

Damages

448

787

 

The Company maintains specific policies for civil liability and directors and officers liability amounting to R$384.

(*)     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.

 

 

89


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

33.    Segment information

The information on segments was presented in the annual financial statements for 2015, in note 33.

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 March 31 is included in the table below:

 

 

 

90


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

33.    Segment information – Continued

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

Total

 

Eliminations

(*)

 

Total

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

Net sales

6,740

6,605

 

3,148

2,312

 

4,704

5,388

 

3,178

2,949

 

17,770

17,254

 

(16)

(17)

 

17,754

17,237

Gross profit

1,755

1,786

 

429

314

 

1,433

1,778

 

258

254

 

3,875

4,132

 

(2)

-

 

3,873

4,132

Depreciation and amortization

(145)

(143)

 

(30)

(22)

 

(44)

(42)

 

(31)

(24)

 

(250)

(231)

 

-

-

 

(250)

(231)

Share of profit of subsidiaries and associates

23

21

 

-

-

 

9

7

 

-

-

 

32

28

 

-

-

 

32

28

Operating income

98

284

 

68

46

 

103

491

 

(134)

(135)

 

135

686

 

-

-

 

135

686

Finance costs

(220)

(253)

 

(28)

(24)

 

(152)

(154)

 

(115)

(74)

 

(515)

(505)

 

4

8

 

(511)

(497)

Finance income

55

103

 

10

3

 

115

66

 

18

52

 

198

224

 

(4)

(8)

 

194

216

Profit(loss) before income tax and social contribution

(67)

134

 

50

25

 

66

403

 

(231)

(157)

 

(182)

405

 

-

-

 

(182)

405

Income tax and social contribution

24

(32)

 

(17)

(9)

 

(18)

(134)

 

14

22

 

3

(153)

 

-

-

 

3

(153)

Net income(loss)

(43)

102

 

33

16

 

48

269

 

(217)

(135)

 

(179)

252

 

-

-

 

(179)

252

                                       

Current assets

6,229

7,394

 

1,781

2,187

 

9,293

10,491

 

3,819

4,926

 

21,122

24,998

 

(9)

-

 

21,113

24,998

Noncurrent assets

13,999

13,934

 

1,956

1,868

 

5,814

5,806

 

1,237

1,268

 

23,006

22,876

 

(355)

(372)

 

22,651

22,504

Current liabilities

6,582

6,910

 

2,367

2,409

 

8,265

9,463

 

5,839

6,820

 

23,053

25,602

 

(364)

(372)

 

22,689

25,230

Noncurrent liabilities

4,872

5,766

 

223

372

 

2,308

2,350

 

114

128

 

7,517

8,616

 

-

-

 

7,517

8,616

Shareholders' equity

8,774

8,652

 

1,147

1,274

 

4,534

4,484

 

(897)

(754)

 

13,558

13,656

 

-

-

 

13,558

13,656

 

 (*) The eliminations are composed by intercompany balances.

91


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016

(In millions of Brazilian reais, unless otherwise stated)

 

33.    Segment information – Continued

 

 

Brazil

 

International

                 

Description

Retail

 

Cash & Carry

 

Home appliances

 

E-commerce

 

E-commerce

 

Total

 

Eliminations (*)

 

Total

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

 

2016

2015

                                               

Net operating revenue

6,740

6,605

 

3,148

2,312

 

4,704

5,388

 

1,157

1,607

 

2,021

1,342

 

17,770

17,254

 

(16)

(17)

 

17,754

17,237

                                               

Current assets

6,229

7,394

 

1,781

2,187

 

9,293

10,491

 

1,314

2,330

 

2,505

2,596

 

21,122

24,998

 

(9)

-

 

21,113

24,998

Noncurrent assets

13,999

13,934

 

1,956

1,868

 

5,814

5,806

 

526

502

 

711

766

 

23,006

22,876

 

(355)

(372)

 

22,651

22,504

Current liabilities

6,582

6,910

 

2,367

2,409

 

8,265

9,463

 

2,731

3,480

 

3,108

3,340

 

23,053

25,602

 

(364)

(372)

 

22,689

25,230

Noncurrent liabilities

4,872

5,766

 

223

372

 

2,308

2,350

 

26

25

 

88

103

 

7,517

8,616

 

-

-

 

7,517

8,616

Shareholders' equity

8,774

8,652

 

1,147

1,274

 

4,534

4,484

 

(917)

(673)

 

20

(81)

 

13,558

13,656

 

-

-

 

13,558

13,656

 

(*) The eliminations consist of intercompany balances

 

 

92


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016                 

(In millions of Brazilian reais, unless otherwise stated)

33.    Segment information – Continued

Company’s general information

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

 

3.31.2016

3.31.2015

 

 

Food

55.6%

52.0%

Nonfood

44.4%

48.0%

Total sales

100.0%

100.0%

 

 

 

As at March 31, 2016, capital expenditures were as follows:

 

3.31.2016

3.31.2015

 

 

Food

321

368

Nonfood

46

148

Total capital expenditures

367

516

34.    Events after report period

34.1.Dividends of 2015

At Annual and Extraordinary Shareholders’ Meeting (AGOE) held April 27, 2016, the shareholders approved management proposal of dividends payment related to the year ended December 31, 2015 in the amount of R$ 119, including anticipated dividends already declared. The amount correspond to R$0.4227404801 for a common share and R$0.4650142281 for preferred share.

Except by anticipated dividends paid during 2015, Company will pay in 60 days after April 27, 2016, AGOE’s base date, the amount of R$4 corresponding to remaining dividends of the year 2015. The amount correspond to R$0.013703 for a common share and R$0.015073 for a preferred share. All the shares shall be entitled to dividends on April 27, 2016. As of April 28, 2016 the shares will be negotiated “ex-rights” to the dividends payment date.

34.2.Corporate restructuring

At Annual and Extraordinary Shareholders’ Meeting (AGOE) held April 27, 2016, the shareholders approved the merger of Sendas Distribuidora net assets. The steps for the transactions were  preceded by : (i) Repurchase of Barcelona shares belonged to Novasoc (as per note 1.3.1); (ii) At the same date, the merger of Barcelona net assets by Sendas Distribuidora, being Barcelona, consequently extinct and (iii) Spin-off of a part of Sendas Distribuidora net assets, also approved at same date and same entity.

The restructuring goal is to improve corporate structure and will be settled with these entities balances on April 30, 2016 with no impacts in consolidated interim financial information of the Company.

 

 

 

 

93


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016                 

(In millions of Brazilian reais, unless otherwise stated)

Other information deemed as relevant by the Company.

Shareholding at 3/31/2016

             
             

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

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 3/31/2016
(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

35.38%

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

2.11%

Oppenheimer Funds. Inc.*

-

0.00%

13423473

8.08%

13,423,473

5.05%

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%

Othera

60,621

0.06%

142,461,227

85.80%

142,521,848

53.64%

TOTAL

99,679,851

100.00%

166,032,119

100.00%

265,711,970

100%

(*) Foreign Company

           

           

           

           

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 3/31/2016 (In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

CASINO*

1

0.00%

-

0.00%

1

0.00%

SEGISOR*

209,123,407

97.12%

-

0.00%

209,123,407

97%

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%

Almacenes Éxito S.A. *

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%

 

 

 

94


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016                 

(In millions of Brazilian reais, unless otherwise stated)

 

Other information deemed as relevant by the Company.

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

SEGISOR

Quotaholder

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 3/31/2016 (In units)

Shareholder

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%

 

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

ALMANACENES ÉXITO S.A.

Shareholding at 3/31/2016 (In units)

Shareholders*

Common Shares

%

Preferred Shares

%

Number

%

Geant International B.V.

187,689,792

41.93%

-

0.00%

187,689,792

41.93%

Geant Fonciere B.V.

47,725,428

10.66%

-

0.00%

47,725,428

10.66%

Fondo de Pensiones Obligatorias Porvenir Moderado

28,808,514

6.44%

-

0.00%

28,808,514

6.44%

Fondo de Pensiones Obligatorias Protección

20,346,048

4.55%

-

0.00%

20,346,048

4.55%

Oppenheimer Developing Markets Fund

15,671,455

3.50%

-

0.00%

15,671,455

3.50%

EXITO ADR Program

13,547,822

3.03%

-

0.00%

13,547,822

3.03%

Bergsaar B.V.

12,130,244

2.71%

-

0.00%

12,130,244

2.71%

Fondo de Pensiones Obligatorias Colfondos Moderado

7,887,704

1.76%

-

0.00%

7,887,704

1.76%

Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume

7,558,552

1.69%

-

0.00%

7,558,552

1.69%

Colombiana de Comercio S.A.

5,872,564

1.31%

-

0.00%

5,872,564

1.31%

Inversiones Pinamar S.A.

4,931,735

1.10%

-

0.00%

4,931,735

1.10%

Moreno Barbosa Jaime

4,250,000

0.95%

-

0.00%

4,250,000

0.95%

Fondo Bursatil Ishares COLCAP

4,044,991

0.90%

-

0.00%

4,044,991

0.90%

Vanguard Emerging Markerts Stock Index Fund

3,497,983

0.78%

-

0.00%

3,497,983

0.78%

Platinu7M International Brands Fund

3,323,481

0.74%

-

0.00%

3,323,481

0.74%

Nat. Westminster Bank Plc As Depo For 1St Ste Glob

3,314,440

0.74%

-

0.00%

3,314,440

0.74%

Fondo De Pensiones Obligatorias Skandia S.A.

3,180,207

0.71%

-

0.00%

3,180,207

0.71%

Vanguard Total International Stock Index Fund

2,357,149

0.53%

-

0.00%

2,357,149

0.53%

Fondo Bursatil Horizons Colombia Select De S&P

1,717,971

0.38%

-

0.00%

1,717,971

0.38%

Lloyd George Invetment Company Plc

1,460,921

0.33%

-

0.00%

1,460,921

0.33%

Others Shareholders

68,287,315

15.26%

-

0.00%

68,287,315

15.26%

TOTAL

447,604,316

100.00%

-

0.00%

447,604,316

100.00%

 

 

 

95


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016                 

(In millions of Brazilian reais, unless otherwise stated)

 

Other information deemed as relevant by the Company.

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 3/31/2016

Shareholding at 3/31/2016
(In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

9,887,819

5.96%

109,507,049

41.21%

 

           

Management

           

Board of Directors

-

0.00%

3

0.00%

3

0.00%

Board of Executive Officers

-

0.00%

27,011

0.02%

27,011

0.01%

 

           

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

           

Other Shareholders

60,621

0.06%

155,884,700

93.89%

155,945,321

58.69%

 

           

Total

99,679,851

100.00%

166,032,119

100.00%

265,711,970

100.00%

 

           

Outstanding Shares

99,679,851

100.00%

165,799,533

99.86%

265,479,384

99.91%

 

         

Shareholding at 12/31/2015
(In units)

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 12/31/2015

Shareholder

Common Shares

Preferred Shares

   

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

9,887,819

5.97%

109,507,049

41.27%

 

           

Management

           

Board of Directors

-

0.00%

2

0.00%

2

0.00%

Board of Executive Officers

-

0.00%

17,440

0.01%

17,440

0.01%

 

           

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

           

Other Shareholders

60,621

0.06%

155,497,502

93.88%

155,558,123

58.63%

 

           

Total

99,679,851

100.00%

165,635,249

100.00%

265,315,100

100.00%

 

           

Outstanding Shares

99,679,851

100.00%

165,402,663

99.86%

265,082,514

99.91%

 

 

 

96

 

 

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:  May 11, 2016 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



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


FORWARD-LOOKING STATEMENTS

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