cbditr1q16_6ka.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

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

For the month of August, 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, Directors and Officers of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2016, which comprises the balance sheet as of March 31, 2016 and the related statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the interim financial information

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

 


 
 

Deloitte Touche Tohmatsu

 

Emphasis of matter

On May 9, 2016, we issued a qualified review report on the Company’s individual and consolidated interim financial information, which is being restated. We draw attention to note 1.2 to the interim financial information, which describes that this interim financial information was amended and is being restated to reflect the adjustments identified after the completion of the investigation on indirect subsidiary Cnova Comércio Eletrônico S.A. Consequently, the qualified opinion with respect to said matter contained in our previously issued conclusion on the interim financial information is no longer necessary and, therefore, our new conclusion included herein is issued without qualification.

Other matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added (“DVA”) for the three-month period ended March 31, 2016, prepared under Management’s responsibility, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information under International Financial Reporting Standards - IFRSs, which do not require the presentation of a DVA. These statements, which were amended and are being restated to reflect the adjustments described in note 1.2 to the interim financial information, were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, consistently with the interim financial information taken as a whole.

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

São Paulo, July 27, 2016

DELOITTE TOUCHE TOHMATSU

Eduardo Franco Tenório

Auditores Independentes

Engagement Partner

 

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.


 
 

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

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

 

Company Information

 

Capital Composition

2

Individual Interim Financial Information

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Profit or Loss

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 Profit or Loss

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

Notes to the Interim Financial Information

19

Other information deemed as relevant by the Company

77

 

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

20,628,000

21,399,000

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

15,441,000

15,223,000

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 Non Current 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

5,252,000

5,173,000

1.02.02.01

Investments in Associates and Subsidiaries

5,228,000

5,149,000

1.02.02.01.02

Investments in Subsidiaries

5,228,000

5,149,000

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

20,628,000

21,399,000

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

Others

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

Non Current Liabilities

3,845,000

4,670,000

2.02.01

Borrowings and Financing

2,401,000

3,277,000

2.02.02

Other Liabilities

899,000

871,000

2.02.02.02

Others

899,000

871,000

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

19,000

2.02.02.02.08

Provision for Negative Equity

311,000

276,000

2.02.04

Provisions

515,000

490,000

2.02.06

Deferred Revenue

30,000

32,000

2.03

Shareholders’ Equity

10,325,000

10,354,000

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

3,333,000

3,333,000

2.03.04.01

Legal Reserve

426,000

426,000

2.03.04.05

Earnings Retention Reserve

400,000

400,000

2.03.04.10

Expansion Reserve

2,624,000

2,624,000

2.03.04.12

Transactions with non-controlling interests

33,000

33,000

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

(51,000)

-

2.03.08

Other Comprehensive Income

(71,000)

(87,000)

 

 

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 Profit and Loss

       

R$ (in thousands)

   

Code

Description

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

Year To Date
Previous Period
1/1/2015 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

(1,375,000)

(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

30,000

149,000

3.05

Profit before Financial Income (Expenses) and Taxes

88,000

376,000

3.06

Financial Income (Expenses)

(168,000)

(168,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

(80,000)

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

(51,000)

192,000

3.11

Net Income (loss) for the Period

(51,000)

192,000

3.99

Earnings per Share - (Reais/Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common

(0.19256)

0.68161

3.99.01.02

Preferred

(0.19256)

0.74978

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common

(0.19256)

0.68106

3.99.02.02

Preferred

(0.19256)

0.74796

 

 

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
1/1/2016 to
3/31/2016

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

4.01

Net income (loss) for the Period

(51,000)

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

(35,000)

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
1/1/2016 to
3/31/2016

Year To Date
Previous Period
1/1/2015 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

249,000

381,000

6.01.01.01

Net Income for the Period

(51,000)

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)

(37,000)

(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

(1,324,000)

(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

(49,000)

(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

(2,000)

(9,000)

6.01.02.10

Taxes and Social Contributions Payable

(25,000)

(78,000)

6.01.02.11

Legal claims

(13,000)

(5,000)

6.01.02.12

Received Dividends

10,000

-

6.01.02.13

Other Payables

(47,000)

(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 1/1/2016 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

3,333,000

-

(87,000)

10,354,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

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

-

-

-

(51,000)

16,000

(35,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(51,000)

-

(51,000)

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

3,333,000

(51,000)

(71,000)

10,325,000

 

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 1/1/2015 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

3,402,000

-

1,000

10,477,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.04

Capital Transactions with Shareholders

1,000

4,000

-

-

-

5,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

5.04.08

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 (loss) for the Period

-

-

-

192,000

-

192,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

5.06.05

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,793,000

286,000

3,397,000

192,000

(5,000)

10,663,000

 

9

 


 
 

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

ITR – Interim Financial Information – March 31, 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 Others

(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

71,000

221,000

7.06.01

Share of Profit of Subsidiaries and Associates

30,000

149,000

7.06.02

Financial Revenue

41,000

72,000

7.07

Total Value Added to Distribute

1,298,000

1,388,000

7.08

Distribution of Value Added

1,298,000

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

(51,000)

192,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

(51,000)

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

43,484,000

47,241,000

1.01

Current Assets

21,076,000

24,960,000

1.01.01

Cash and Cash Equivalents

4,448,000

11,015,000

1.01.03

Accounts Receivable

5,659,000

3,585,000

1.01.03.01

Trade Receivables

5,321,000

3,210,000

1.01.03.02

Other Receivables

338,000

375,000

1.01.04

Inventories

9,161,000

8,965,000

1.01.06

Recoverable Taxes

1,229,000

1,080,000

1.01.07

Prepaid Expenses

432,000

157,000

1.01.08

Other Current Assets

147,000

158,000

1.02

Non Current Assets

22,408,000

22,281,000

1.02.01

Long-term Assets

4,983,000

4,954,000

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

364,000

406,000

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 Non Current Assets

3,486,000

3,466,000

1.02.01.09.04

Recoverable Taxes

2,419,000

2,467,000

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

10,419,000

10,377,000

1.02.04

Intangible Assets

6,567,000

6,543,000

 

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

43,484,000

47,241,000

2.01

Current Liabilities

22,692,000

25,273,000

2.01.01

Payroll and Related Taxes

1,001,000

1,023,000

2.01.02

Trade Payables

10,849,000

15,508,000

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

3,895,000

4,092,000

2.01.05.01

Payables to Related Parties

1,446,000

563,000

2.01.05.02

Others

2,449,000

3,529,000

2.01.05.02.01

Dividends and Interest on Capital Payable

2,000

-

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

114,000

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

898,000

1,148,000

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

Non Current Liabilities

7,516,000

8,616,000

2.02.01

Borrowings and Financing

3,120,000

4,164,000

2.02.02

Other Liabilities

640,000

649,000

2.02.02.02

Others

640,000

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

35,000

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

13,276,000

13,352,000

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

3,333,000

3,333,000

2.03.04.01

Legal Reserve

426,000

426,000

2.03.04.05

Earnings Retention Reserve

400,000

400,000

2.03.04.10

Expansion Reserve

2,624,000

2,624,000

2.03.04.12

Transactions with Non-Controlling interests

33,000

33,000

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

(51,000)

-

2.03.08

Other Comprehensive Income

(71,000)

(87,000)

2.03.09

Non-controlling Interests

2,951,000

2,998,000

 

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 Profit and Loss

       

R$ (in thousands)

   

Code

Description

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

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

3.01

Net Sales from Goods and/or Services

17,774,000

17,214,000

3.02

Cost of Goods Sold and/or Services Sold

(13,859,000)

(13,076,000)

3.03

Gross Profit

3,915,000

4,138,000

3.04

Operating Income/Expenses

(3,738,000)

(3,451,000)

3.04.01

Selling Expenses

(2,964,000)

(2,721,000)

3.04.02

General and Administrative Expenses

(488,000)

(461,000)

3.04.05

Other Operating Expenses

(318,000)

(297,000)

3.04.05.01

Depreciation/ Amortization

(250,000)

(229,000)

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

177,000

687,000

3.06

Financial Income (Expenses), Net

(317,000)

(282,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

(140,000)

405,000

3.08

Income tax and Social Contribution

(17,000)

(153,000)

3.08.01

Current

(24,000)

(96,000)

3.08.02

Deferred

7,000

(57,000)

3.09

Net Income (loss) from Continuing Operations

(157,000)

252,000

3.11

Consolidated Net Income (loss)for the Period

(157,000)

252,000

3.11.01

Attributable to Owners of the Company

(51,000)

192,000

3.11.02

Attributable to Non-controlling Interests

(106,000)

60,000

3.99

Earnings per Share - (Reais/Share)

 

 

3.99.01

Basic Earnings per Share

 

 

3.99.01.01

Common

(0.19256)

0.68161

3.99.01.02

Preferred

(0.19256)

0.74978

3.99.02

Diluted Earnings per Share

 

 

3.99.02.01

Common

(0.19256)

0.68106

3.99.02.02

Preferred

(0.19256)

0.74796

 

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

(157,000)

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

(84,000)

236,000

4.03.01

Attributable to Owners of the Company

(35,000)

186,000

4.03.02

Attributable to Non-Controlling Interests

(49,000)

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
1/1/2016 to
3/31/2016

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

6.01

Net Cash Provided by Operating Activities

(7,975,000)

(4,646,000)

6.01.01

Cash from Operations

447,000

1,015,000

6.01.01.01

Net Income (loss) for the Period

(157,000)

252,000

6.01.01.02

Deferred Income Tax and Social Contribution (note 21)

(7,000)

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

262,000

6.01.01.05

Interest and Inflation Adjustments

272,000

327,000

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

(8,422,000)

(5,661,000)

6.01.02.01

Accounts Receivable

(2,276,000)

(1,415,000)

6.01.02.02

Inventories

(260,000)

(467,000)

6.01.02.03

Recoverable Taxes

(76,000)

(261,000)

6.01.02.04

Other Assets

(194,000)

(209,000)

6.01.02.05

Related Parties

33,000

(179,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(55,000)

(15,000)

6.01.02.07

Trade Payables

(4,567,000)

(2,434,000)

6.01.02.08

Payroll and Related Taxes

(22,000)

59,000

6.01.02.09

Taxes and Social Contributions Payable

77,000

(245,000)

6.01.02.10

Legal Claims

(71,000)

(66,000)

6.01.02.11

Other Payables

(316,000)

(410,000)

6.01.02.12

Deferred revenue

10,000

(19,000)

6.01.02.14

Suppliers - structured program

(705,000)

-

6.02

Net Cash Provided by (Used in) Investing Activities

(263,000)

(472,000)

6.02.02

Acquisition of Property and Equipment (note 14)

(284,000)

(413,000)

6.02.03

Increase in Intangible Assets (note 15)

(83,000)

(96,000)

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 1/1/2016 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

3,333,000

-

(87,000)

10,354,000

2,998,000

13,352,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

2,998,000

13,352,000

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

-

-

-

(51,000)

16,000

(35,000)

(49,000)

(84,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(51,000)

-

(51,000)

(106,000)

(157,000)

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

3,333,000

(51,000)

(71,000)

10,325,000

2,951,000

13,276,000

 

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 1/1/2015 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

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.04

Capital Transactions with Shareholders

1,000

4,000

-

-

-

5,000

1,000

6,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

-

1,000

5.04.03

Options Granted

-

3,000

-

-

-

3,000

-

3,000

5.04.08

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 (loss) for the Period

-

-

-

192,000

-

192,000

60,000

252,000

5.05.02

Other Comprehensive Income

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(6,000)

(6,000)

(10,000)

(16,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.06.05

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,793,000

286,000

3,397,000

192,000

(5,000)

10,663,000

3,766,000

14,429,000

 

17

 


 
 

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

ITR – Interim Financial Information – March 31, 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
1/1/2016 to
3/31/2016

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

7.01

Revenues

20,164,000

19,081,000

7.01.01

Sales of Goods, Products and Services

20,063,000

19,173,000

7.01.02

Other Revenues

210,000

8,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(109,000)

(100,000)

7.02

Products Acquired from Third Parties

(16,048,000)

(14,791,000)

7.02.01

Costs of Products, Goods and Services Sold

(13,988,000)

(13,062,000)

7.02.02

Materials, Energy, Outsourced Services and Others

(2,060,000)

(1,729,000)

7.03

Gross Value Added

4,116,000

4,290,000

7.04

Retention

(280,000)

(262,000)

7.04.01

Depreciation and Amortization

(280,000)

(262,000)

7.05

Net Value Added Produced

3,836,000

4,028,000

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

4,065,000

4,272,000

7.08

Distribution of Value Added

4,065,000

4,272,000

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

1,577,000

1,360,000

7.08.02.01

Federal

1,101,000

897,000

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

(157,000)

252,000

7.08.04.02

Dividends

1,000

-

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

(52,000)

192,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

(106,000)

60,000

 

18

 


 
 

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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)

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 was R$ 200 and was recorded in current liabilities “Other payables” in September 2015, 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.

1.2.   Investigation Cnova and restatement of financial statements previously issued

 

As disclosed to the market in the note 1.5 of the restated consolidated financial statements as of December 31, 2015, disclosed on July 27, 2016, the Company is adjusting retrospectively this quarterly financial information in relation to the investigation initiated on December 18, 2015, by the subsidiary Cnova NV (“Cnova”), which was conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company.

Originally, the quarterly financial information as of March 31, 2016, presented on May 10, 2016, are being restated to realocate the adjustments recorded on that date to the corresponding years. Consequently, in the restated income statement as of March 31, 2016, there is no impact related to the investigation.

Management of the Company inform the conclusion of the investigation, evaluating and concluding that the impact related to prior years must be restated for the years ended on December 31, 2015, 2014 and 2013, and respective quarters, after considerations of quantitative and qualitative aspects.

19

 


 
 

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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)

1.       Corporate information

1.2    Investigation Cnova and restatement of financial statements previously issued - Continued

The amounts and nature of the adjustments were further described in the consolidated financial statements as of December 31, 2015, disclosed on July 27, 2016, which must be read in conjunction with this financial information.

March 31, 2015 adjustments impacting result:

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust 2015

             

Net sales of goods and services

-

(37)

-

14

-

(23)

Cost of goods sold and services sold

8

35

-

-

(14)

29

Gross profit

8

(2)

-

14

(14)

6

             

Selling expenses

-

5

(6)

(3)

(1)

(5)

General and administrative expenses

-

-

(2)

-

-

(2)

Depreciation and amortization

-

-

2

-

-

2

Profit before financial income (expenses)

8

3

(6)

11

(15)

1

Financial income (expenses)

-

-

-

-

(1)

(1)

Profit before income tax and social contribution

8

3

(6)

11

(16)

-

Income tax and social contribution

-

-

-

-

-

-

Net income (loss)

8

3

(6)

11

(16)

-

 

Company:

March 31, 2016:

Assets

Presented as of 3.31.2016

Total adjust

Restated as of 3.31.2016

       

Investments

5,255

(27)

5,228

Total assets

20,655

(27)

20,628

       

Liabilities

Presented as of 3.31.2016

Total adjust

Restated as of 3.31.2016

       

Noncurrent liabilities

3,770

75

3,845

Shareholders´ equity

10,427

(102)

10,325

Total liabilities and shareholders´ equity

20,655

(27)

20,628

 

 

Presented as of 3.31.2016

Total adjust

Restated as of 3.31.2016

       

Share of profit of subsidiaries and associates

22

8

30

Net income (loss)

(59)

8

(51)

 

20

 


 
 

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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)

1.       Corporate information - Contiued

 

1.2    Investigation Cnova and restatement of financial statements previously issued - Continued

 

Consolidated:

March 31, 2016:

Balance Sheet

 

Presented as of 3.31.2016

Total Investigation adjust

Restated as of 3.31.2016

Assets

     

Current assets

     

Accounts receivables

5,329

(8)

5,321

Others accounts receivables

321

17

338

Inventories

9,185

(24)

9,161

Recoverable taxes

1,251

(22)

1,229

Other assets

147

(1)

146

Total current assets

21,113

(37)

21,076

     

Noncurrent assets

     

Recoverable taxes

2,397

22

2,419

Deferred income tax and social contribution

542

(178)

364

Property and equipment

10,440

(21)

10,419

Intangible assets

6,633

(66)

6,567

Noncurrent assets

22,651

(243)

22,408

Total assets

43,764

(280)

43,484

     

Trade payables

10,847

2

10,849

Deferred revenue

426

-

426

Others accounts payables

897

1

898

Current liabilities

22,689

3

22,692

     

Reserve of profit retention

3,440

(107)

3,333

Controlling shareholders´ equity

10,427

(102)

10,325

Noncontrolling shareholders´ equity

3,131

(180)

2,951

Total shareholders´ equity

13,558

(282)

13,276

       

Liabilities and shareholders´ equity

43,764

(280)

43,484

 

Statement of Profit or Loss

 

Presented as of 3.31.2016

Total Investigation adjust

Restated as of 3.31.2016

       

Net sales of goods and services

17,754

20

17,774

Cost of goods sold and services sold

(13,881)

22

(13,859)

Gross profit

3,873

42

3,915

Operating income (expenses)

     

Profit before financial income (expenses)

135

42

177

 

(182)

42

(140)

Profit before income tax and social contribution

(182)

42

(140)

Income tax and social contribution

3

(20)

(17)

Net income (loss)

(179)

22

(157)

Atributtable to:

     

Controlling shareholders

(59)

8

(51)

Noncontrolling shareholders

(120)

14

(106)

 

21

 


 
 

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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)

1.       Corporate information - Continued

 

1.2    Investigation Cnova and restatement of financial statements previously issued - Continued

 

Consolidated: - Continued

March 31, 2016: - Continued

Statement of Value Added

 

Presented as of 3.31.2016

Total Investigation adjust

Restated as of 3.31.2016

Revenue

20,141

23

20,164

Products acquired from third parties

(16,071)

23

(16,048)

Gross value added

4,070

46

4,116

       

Total value added distributed

4,019

46

4,065

There are no changes as of March 31, 2016 to the main lines of Cash flow statements.

March 31, 2015:

Statement of Profit or Loss

 

Presented as of 3.31.2015

Total Investigation adjust

Restated as of 3.31.2015

     

Net sales of goods and services

17,237

(23)

17,214

Cost of goods sold and services sold

(13,105)

29

(13,076)

Gross profit

4,132

7

4,139

Operating income (expenses)

     

Selling expenses

(2,716)

(5)

(2,721)

General and administrative expenses

(459)

(2)

(461)

Depreciation and amortization

(231)

2

(229)

 

(3,446)

(6)

(3,452)

Profit before financial income (expenses)

686

1

687

Financial income (expenses)

(281)

(1)

(282)

Profit before income tax and social contribution

405

-

405

Income tax and social contribution

     

Net income (loss)

252

1

252

Atributtable to:

     

Controlling shareholders

192

-

192

Noncontrolling shareholders

60

1

60

 

Statement of Cash Flows

 

Presented of 3.31.2015

Total adjust

Restated of 3.31.2015

       

Net cash provided by operating activities

(4,639)

(7)

(4,646)

Net cash provided by investing activities

(479)

7

(472)

 

22

 


 
 

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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)

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.

This transaction did not impact information by segments.

1.4  Notices from CVM to GPA and subsidiary Via Varejo

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

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

 

 

 

 

 

23

 


 
 

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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)

1.       Corporate information - Continued

1.4    Notices from CVM to GPA and subsidiary Via Varejo - continued

Via Varejo presented an appeal to CVM collegiate requesting suspensive effect in the terms of Deliberation 463, however decided for a restatement of item (i) from CVM notice in its subsidiary Via Varejo, which has no effects in the Company’s consolidated financial statements or interim financial information.  Via Varejo and the Company awaits for a collegiate decision about the presented arguments for the item (ii), related to effects in acquisition of Indústria de Móveis Bartira.

.

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.The reporting currency of the Company is Real and for subsidiaries located abroad is the local currency of each jurisdiction.

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 July 27, 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 July 27, 2016.

 

24

 


 
 

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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).

 

 

 

 

 

 

 

25

 


 
 

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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 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 profit or loss:

 

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.

 

 

26

 


 
 

(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 July 27, 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 July 27, 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 July 27, 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.

 

27

 


 
 

(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)

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

       

(Restated)

 

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)

-

 

(360)

(379)

Receivables from suppliers

44

119

 

211

164

Extended warranties

-

-

 

193

211

Other trade receivables

1

-

 

34

28

Current

200

387

 

5,321

3,210

           

Credit card companies

-

-

 

29

-

Consumer finance – CDCI

-

-

 

106

111

Estimated losses on doubtful accounts

-

-

 

(12)

(13)

Noncurrent

-

-

 

123

98

 

200

387

 

5,444

3,308

 

8.1.   Estimated losses on doubtful accounts

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

       

(Restated)

(Restated)

At the beginning of the period

-

-

 

(392)

(354)

Loss/reversal in the period

(2)

-

 

(109)

(100)

Write-off of receivables

-

-

 

125

111

Exchange rate changes

-

-

 

4

(1)

At the end of the period

(2)

-

 

(372)

(344)

           

Current

(2)

-

 

(360)

(336)

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 – (Restated)

5,816

5,270

232

108

60

146

12.31.2015

3,700

3,252

133

82

52

181

28

 


 
 

(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)

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

       

(Restated)

 

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

 

152

115

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

 

970

1,000

           

Current

121

133

 

338

375

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 is currently under the tacit renewal under the same conditions previously agreed and were maintained in noncurrent assets due the possibility of converting them into commercial rights 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

       

(Restated)

 

Stores

1,667

1,703

 

4,228

4,323

Distribution centers

1,083

1,139

 

4,923

4,627

Real estate inventories under construction

-

-

 

165

165

Estimated losses on obsolescence and breakage (note 10.1)

 

(40)

 

(14)

 

 

(155)

 

(150)

 

2,710

2,828

 

9,161

8,965

           

 

 

 

29

 


 
 

(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)

10.    Inventories - Continued

10.1.    Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

       

(Restated)

(Restated)

At the beginning of the period

(14)

(10)

 

(150)

(91)

Additions

(28)

(2)

 

(50)

(18)

Write-offs / reversal

2

4

 

45

25

Exchange rate changes

-

-

 

-

(1)

At the end of the period

(40)

(8)

 

(155)

(85)

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

     

(Restated)

 

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

 

111

 

78

 

 

560

 

481

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

 

173

 

224

 

 

320

 

372

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

 

1,229

1,080

           

Noncurrent

         

ICMS (note 11.1)

353

412

 

2,206

2,256

PIS/COFINS (note 1.3)

-

-

 

3

5

Social Security Contribution- INSS

122

122

 

210

206

Total noncurrent

475

534

 

2,419

2,467

Total

832

891

 

3,648

3,547

 

 

 

30

 


 
 

(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)

11.    Recoverable taxes

11.1.ICMS is expected to be realized as follows:

In

Parent Company

Consolidated

   

Restated

Up to one year

111

560

2017

112

451

2018

77

506

2019

37

458

2020

37

449

2021

90

287

After 2021

-

55

 

464

2,766

 

For the ICMS tax credits, management, based on technical feasibility studies, based on growth projections and related tax payments in the normal course of the operations, understand be viable the future compensation. The studies mentioned are prepared periodically based on information extracted from Strategic Planning report, previously approved by the Board of Directors of the Company. For the accounting information as of March 31, 2016, management has monitoring controls over the progress of the plan annually established, revaluating and including eventual new elements that contribute to the realization of the expected balance.

 

12.  Related parties

12.1.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 profit or loss 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.

 

 

 

31

 


 
 

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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)

 

32

 


 
 

(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)

 

 

 

33

 


 
 

(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.     

34

 


 
 

(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

Nova Pontocom (**)

NCB (*)

Luxco

Barcelona

Bellamar

GPA M&P

Others

Total (***)

Balances at 12.31.2015

-

1,349

174

1,844

-

501

(276)

770

367

120

24

4,873

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

-

23

(1)

5

-

(2)

(47)

24

23

7

(2)

30

Dividends

-

-

-

-

-

-

-

-

-

(10)

-

(10)

Stock option

-

-

-

1

-

-

-

1

-

-

-

2

Write-off (note 1.3)

-

-

-

-

-

-

-

-

-

-

5

5

Other transactions (**) – (restated)

-

-

-

5

-

-

12

-

-

-

-

17

Balances at 3.31.2016 – (restated)

-

1,372

173

1,855

-

499

(311)

795

390

117

27

4,917

                         

Balances at 12.31.2014

2,806

1,709

144

1,862

83

507

6

690

286

178

17

8,288

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

4

46

(3)

104

(31)

(3)

(1)

8

21

-

4

149

Stock option

-

-

-

1

-

-

-

-

-

-

-

1

Other transactions (**)

-

-

-

(3)

(5)

-

-

-

-

-

-

(8)

Balances at 3.31.2015 – (restated)

2,810

1,755

141

1,964

47

504

5

698

307

178

21

8,430

 

 

(*)    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$311. The negative shareholders equity balance of the subsidiary is recorded in liabilities in the balance sheet.

35

 


 
 

(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

 

36

 


 
 

(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

 

37

 


 
 

(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

 

Parent Company

 

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

 

 

38

 


 
 

(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

(Restated)

Land

1,464

-

-

-

-

14

-

1,478

Buildings

2,023

5

(16)

-

-

(33)

-

1,979

Leasehold improvements

3,675

30

(68)

(2)

(11)

87

-

3,711

Machinery and equipment

1,676

61

(71)

(1)

(17)

3

-

1,651

Facilities

422

13

(13)

(4)

(3)

4

(1)

418

Furniture and fixtures

701

24

(23)

-

(2)

1

(1)

700

Vehicles

75

1

(1)

-

(4)

-

-

70

Construction in progress

172

153

-

-

(1)

(75)

-

249

Other

97

6

(6)

-

(2)

1

-

96

Total

10,305

292

(198)

(7)

(40)

2

(2)

10,352

                 

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

10,377

293

(204)

(7)

(40)

2

(2)

10,419

 (*) See note 1.3.

 
 

Consolidated

 

Balance at 12.31.2014

Additions

Depreciation

Write-offs

Transfers

Exchange rate changes

Balance at 03.31.2015

(Restated)

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

 

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)

14.    Property and equipment – Continued

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

(Restated)

Accumulated depreciation

Net

(Restated)

 

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

5,352

(1,641)

3,711

 

5,548

(1,873)

3,675

Machinery and equipment

3,336

(1,685)

1,651

 

3,454

(1,778)

1,676

Facilities

789

(371)

418

 

799

(377)

422

Furniture and fixtures

1,337

(637)

700

 

1,349

(648)

701

Vehicles

103

(33)

70

 

111

(36)

75

Construction in progress

249

-

249

 

172

-

172

Other

208

(112)

96

 

227

(130)

97

 

15,837

(5,485)

10,352

 

16,160

(5,855)

10,305

               

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

Buildings

43

(22)

21

 

43

(22)

21

 

296

(229)

67

 

295

(223)

72

Total

16,133

(5,714)

10,419

 

16,455

(6,078)

10,377

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 104.60% 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

 

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)

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

 

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)

15.    Intangible assets – Continued

 

Consolidated

 

Balance at 12.31.2015

Additions

Amortization

Write-Off

Transfers

Corporate restructuring (*)

Exchange rate changes

Balance at 3.31.2016

(Restated)

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

Costumer relationship - home appliances

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Lease agreement – under advantageous condition

 

70

 

-

 

(4)

 

-

 

-

 

-

 

-

 

66

Contractual rights

148

-

(7)

-

-

-

-

141

Software

1,127

57

(61)

(19)

43

(15)

(10)

1,122

Softwares capital leasing

89

79

(3)

-

-

-

-

165

Others

66

24

-

-

(46)

1

(2)

43

Total

6,543

160

(76)

(19)

(3)

(14)

(24)

6,567

 (*) See note 1.3.3.

 

Consolidated

 

Balance at 12.31.2014

Additions

Amortization

Write-off

Transfers

Exchange rate changes

Balance at 03.31.2015

(Restated)

Goodwill - cash and carry

362

-

-

-

-

-

362

Goodwill - home appliances

920

-

-

-

-

-

920

Goodwill - retail

747

-

-

-

-

-

747

Goodwill - e-commerce

254

-

-

-

-

22

276

Brand - cash and carry

39

-

-

-

-

-

39

Brand - home appliances

2,061

-

-

-

-

-

2,061

Brand - e-commerce

30

-

-

-

-

3

33

Commercial rights - home appliances

574

-

(1)

-

-

-

573

Commercial rights - retail

46

-

-

-

-

-

46

Commercial rights - cash and carry

34

-

-

-

-

-

34

Costumer relationship - home appliances

2

-

-

-

-

-

2

Lease agreement – under advantageous condition - NCB

 

97

 

-

 

(6)

 

-

 

-

 

-

 

91

Contractual Rights

179

-

(8)

-

-

-

171

Software

965

55

(49)

(17)

20

14

988

Software CL

91

-

(3)

-

-

-

88

Other

47

27

-

(1)

(19)

4

58

Total

6,448

82

(67)

(18)

1

43

6,489

 

 

.

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)

 

15.    Intangible assets – Continued

 

Balance at 3.31.2016

 

Balance at 12.31.2015

 

Cost

(Restated)

Accumulated
amortization

Net

(Restated)

 

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

39

-

39

 

39

-

39

Brand - home appliances

2,061

-

2,061

 

2,061

-

2,061

Brand - e-commerce

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

1,957

(835)

1,122

 

1,932

(805)

1,127

Software capital leasing

200

(35)

165

 

122

(33)

89

Other

58

(15)

43

 

81

(15)

66

Total

8,932

(2,365)

6,567

 

8,867

(2,324)

6,543

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 July 27, 2016.

 

The Company monitored the plan for impairment test performed on December 31, 2015 and there were no enough 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

(Restated)

3.31.2015

(Restated)

Additions

101

24

160

82

Finance lease

(79)

-

(79)

-

Others accounts payable

-

-

-

11

Intangible assets financing - Additions

-

(3)

-

(3)

Intangible assets financing - Payments

2

6

2

6

Total

24

27

83

96

 

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)

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

       

(Restated)

 

Product suppliers

2,856

4,446

 

10,373

15,590

Service suppliers

137

142

 

1,071

772

Rebates

(335)

(485)

 

(595)

(854)

 

2,658

4,103

 

10,849

15,508

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

 

 

 

44

 


 
 

(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

17.1.     Debt breakdown - Continued

 

 

 

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

USD + 2.14% per year

1,066

1,443

1,348

1,756

Swap contracts (note 17.7)

101.6% of CDI

(3)

(186)

(36)

(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

 

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

 

 

 

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)

17.    Borrowings and financing - continued

17.2.Changes in borrowings - Continued

 

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

 

 

46

 


 
 

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

17.4Debentures 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

 

 

47

 


 
 

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 and promissory note – 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 as of March 2016 was 13.73% (11.26% in 2015).

 

 

 

48

 


 
 

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:

   

(Restated)

 

Loans and receivables (including cash)

       

Cash and cash equivalents

1,510

2,247

4,448

11,015

Trade receivables and other receivables

395

587

6,414

4,308

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)

(10,849)

(15,508)

Financing for purchase of assets

(41)

(104)

(74)

(118)

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

-

-

(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)

(10,777)

(9,694)

 

(*)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.

 

49

 


 
 

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 112,0% of CDI. The Company understands that this transaction has specific nature and classifies separately from the caption Suppliers.

(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

 

50

 


 
 

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 - restated

10,849

-

-

10,849

Suppliers - structured program

350

-

-

350

Acquisition of noncontrolling interest

79

28

-

107

Sale of receivables

5

 

-

5

Total

18,051

3,644

330

22,025

 

(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

 

51

 


 
 

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

(iii)   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 profit or loss 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.

 

 

 

52

 


 
 

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.

 

53

 


 
 

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.

54

 


 
 

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

4/24/2016

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

Tokyo Bank

US$ 50

7/31/2015

7/31/2017

9

(1)

8

-

 

Bank of America

US$ 40

9/14/2015

9/14/2017

(14)

26

(10)

26

 

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

06/03/2017

(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

 

55

 


 
 

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

 

563

 

 

56

 


 
 

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

 

(Restated)

(Restated)

 

(Restated)

(Restated)

Profit before income tax and social contribution

(80)

208

 

(140)

405

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

21

(52)

 

42

(118)

Deferred income tax over carrying amount not recognized

-

-

 

(67)

(27)

Tax penalties

-

(2)

 

-

(2)

Share of profit of subsidiaries and associates

7

37

 

11

8

Effect of tax rates in foreign entities

-

-

 

5

-

Reversal of deferred income tax and social contribution

-

-

 

(20)

-

Other permanent differences (nondeductible)

1

1

 

12

(14)

Effective income tax and social contribution

29

(16)

 

(17)

(153)

           

Income tax and social contribution for the period:

         

Current

6

-

 

(24)

(96)

Deferred

23

(16)

 

7

(57)

Deferred income tax and social contribution expense

29

(16)

 

(17)

(153)

Effective rate

36.25%

7.69%

 

-12.14%

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

 

 

 

 

Restated

Restated

 

         

Tax losses

12

-

 

214

232

Provision for risks

151

141

 

365

344

Provision for temporary differences write-off

-

-

 

(79)

(59)

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

 

(784)

(778)

           

Noncurrent assets

73

50

 

364

406

Noncurrent liabilities

-

-

 

(1,148)

(1,184)

Income tax and social contribution

73

50

 

(784)

(778)

 

57

 


 
 

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

227

2017

26

80

2018

13

33

2019

-

9

After 2020

-

15

 

73

364

 

 

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

 

 

 

 

Restated

 

At the beginning of the period

50

56

 

(778)

(642)

Expense for the period

23

(16)

 

7

(57)

Exchange rate changes

-

-

 

(6)

11

Other

-

(1)

 

(7)

12

At the end of the period

73

39

 

(784)

(676)

 

21.    Accounts payable related to 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

 

58

 


 
 

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

59

 


 
 

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).

 

 

 

60

 


 
 

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.

61

 


 
 

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, 2015), partly classified as possible loss and partly classified as remote loss.

 

62

 


 
 

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  acquired from third parties and authorized by a final and unappealable decision; 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).

 

 

 

 

 

 

 

 

 

 

63

 


 
 

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

Our subsidiary Cnova, certain of its current and former officers and directors, and the underwriters of Cnova’s initial public offering, or IPO, have been named as defendants in a securities class action lawsuit in the United States Federal District Court for the Southern District of New York asserting claims related to macro-economic situation in Brazil and emphasized by the subject matter of the internal review, and Cnova may incur significant expenses (including, without limitation, substantial attorneys’ fees and other professional advisor fees and obligations to indemnify certain current and former officers or directors and the underwriters of Cnova’s initial public offering who are or may become parties to or involved in such matters). The Company and its subsidiary Cnova are unable at this time to predict the extent of potential liability in these matters, including what, if any, parallel action the SEC might take as a result of the facts at issue in these matters or the related internal review conducted by the Company and its subsidiary Cnova and its advisors retained by the Cnova’s board of directors.

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.

 

 

64

 


 
 

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

Total

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 profit or loss. 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

Total

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.

65

 


 
 

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

 

66

 


 
 

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

6/1/2017

11/30/2017

0.01

0.01

239

(17)

(56)

166

Series C1

5/30/2014

6/1/2017

11/30/2017

83.22

83.22

239

(11)

(67)

161

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)

311

           

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

80.00

80.00

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

 

67

 


 
 

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 profit or loss, 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.

 

68

 


 
 

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

     

(Restated)

(Restated)

Goods

6,317

6,010

 

19,262

18,860

Services rendered

65

63

 

836

534

Financial services

-

   

338

365

Sales returns and cancellations

(137)

(104)

 

(373)

(586)

 

6,245

5,969

 

20,063

19,173

Taxes

(493)

(455)

 

(2,289)

(1,959)

 

 

 

 

 

 

Net sales

5,752

5,514

 

17,774

17,214

 

27.    Expenses by nature       

 

Parent Company

 

Consolidated

 

3.31.2016

3.31.2015

 

3.31.2016

3.31.2015

       

(Restated)

(Restated)

Cost of inventories

(4,097)

(3,881)

 

(13,218)

(12,618)

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)

(548)

Other expenses

(89)

(58)

 

(161)

(143)

 

(5,517)

(5,144)

 

(17,311)

(16,258)

           

Cost of goods and/or services sold

(4,289)

(4,072)

 

(13,859)

(13,076)

Selling expenses

(1,094)

(943)

 

(2,964)

(2,721)

General and administrative expenses

(134)

(129)

 

(488)

(461)

 

(5,517)

(5,144)

 

(17,311)

(16,258)

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.

 

 

 

69

 


 
 

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:

       

(Restated)

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)

(60)

Total financial expenses

(208)

(240)

 

(511)

(498)

           

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)

(282)

The hedge effects in the years ended March 31, 2016 and 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

(Restated)

(Restated)

(Restated)

 

(Restated)

(Restated)

(Restated)

Net income (loss) allocated to common and preferred shareholders

(32)

(19)

(51)

 

124

68

192

 

(32)

(19)

(51)

 

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$)

(0.19256)

(0.19256)

   

0.74978

0.68161

 
               

Diluted numerator

             

Net income (loss) allocated to common and preferred shareholders

(32)

(19)

(51)

 

124

68

192

 

(32)

(19)

(51)

 

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$)

(0.19256)

(0.19256)

   

0.74796

0.68106

 

                                                  

70

 


 
 

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, 2016 (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.

71

 


 
 

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:

 

72

 


 
 

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 – restated (**)

 

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

 

3,198

2,926

 

17,790

17,231

 

(16)

(17)

 

17,774

17,214

Gross profit

1,755

1,786

 

429

314

 

1,433

1,778

 

300

260

 

3,917

4,138

 

(2)

-

 

3,915

4,138

Depreciation and amortization

(145)

(143)

 

(30)

(22)

 

(44)

(42)

 

(31)

(22)

 

(250)

(229)

 

-

-

 

(250)

(229)

Share of profit of subsidiaries and associates

23

21

 

-

-

 

9

7

 

-

-

 

32

28

 

-

-

 

32

28

Operating income

98

284

 

68

46

 

103

491

 

(92)

(134)

 

177

687

 

-

-

 

177

687

Finance costs

(220)

(253)

 

(28)

(24)

 

(152)

(154)

 

(115)

(75)

 

(515)

(506)

 

4

8

 

(511)

(498)

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

 

(189)

(157)

 

(140)

405

 

-

-

 

(140)

405

Income tax and social contribution

24

(32)

 

(17)

(9)

 

(18)

(134)

 

(6)

22

 

(17)

(153)

 

-

-

 

(17)

(153)

Net income for the period

(43)

102

 

33

16

 

48

269

 

(195)

(135)

 

(157)

252

 

-

-

 

(157)

252

                                       

Current assets

6,229

7,394

 

1,781

2,187

 

9,293

10,491

 

3,782

4,888

 

21,085

24,960

 

(9)

-

 

21,076

24,960

Noncurrent assets

13,999

13,934

 

1,956

1,868

 

5,814

5,806

 

994

1,045

 

22,763

22,653

 

(355)

(372)

 

22,408

22,281

Current liabilities

6,582

6,910

 

2,367

2,409

 

8,265

9,463

 

5,842

6,863

 

23,056

25,645

 

(364)

(372)

 

22,692

25,273

Noncurrent liabilities

4,872

5,766

 

223

372

 

2,308

2,350

 

113

128

 

7,516

8,616

 

-

-

 

7,516

8,616

Shareholders' equity

8,774

8,652

 

1,147

1,274

 

4,534

4,484

 

(1,179)

(1,058)

 

13,276

13,352

 

-

-

 

13,276

13,352

 

 (*) The eliminations are composed by intercompany balances.

(**) Balances restated for 03.31.2016, 03.31.2015 in the E-commerce segment.

 

 

73

 


 
 

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

Restated (**)

 

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

 

1,177

1,584

 

2,021

1,342

 

17,790

17,231

 

(16)

(17)

 

17,774

17,214

                                             

Current assets

6,229

7,394

 

1,781

2,187

 

9,293

10,491

 

1,277

2,292

 

2,505

2,596

 

21,085

24,960

 

(9)

-

 

21,076

24,960

Noncurrent assets

13,999

13,934

 

1,956

1,868

 

5,814

5,806

 

283

379

 

711

666

 

22,763

22,653

 

(355)

(372)

 

22,408

22,281

Current liabilities

6,582

6,910

 

2,367

2,409

 

8,265

9,463

 

2,734

3,523

 

3,108

3,340

 

23,056

25,645

 

(364)

(372)

 

22,692

25,273

Noncurrent liabilities

4,872

5,766

 

223

372

 

2,308

2,350

 

25

25

 

88

103

 

7,516

8,616

 

-

-

 

7,516

8,616

Shareholders' equity

8,774

8,652

 

1,147

1,274

 

4,534

4,484

 

(1,199)

(877)

 

20

(181)

 

13,276

13,352

 

-

-

 

13,276

13,352

 

(*) The eliminations consist of intercompany balances

 

(**) Balances restated for 03.31.2016 and 03.31.2015 in the E-commerce segment.

 

 

74

 


 
 

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

Restated

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

Restated

Food

321

368

Nonfood

46

141

Total capital expenditures

367

509

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.

 

 

 

 

75

 


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

March 31, 2016                 

(In millions of Brazilian reais, unless otherwise stated)

34.  Events after report period - Continued

34.3.   Promissory note emission

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

34.4.   Association Via Varejo and Cnova Brazil

On May 12, 2016, the subsidiary Via Varejo announced that it entered into a non-binding Memorandum of Understanding (“MoU”) with its associate Cnova N.V. regarding a possible reorganization of Cnova Brazil, within the Company. As a result of the intended reorganization as outlined in the MoU, Via Varejo would transfer to Cnova approximately 97 million of Cnova´s shares currently held by the Company (21.9% of Cnova´s share capital) as well as a cash consideration ranging from USD 32 million to USD 49 million.  In addition, Via Varejo would reimburse a debt currently owed by Cnova Brazil to Cnova equivalent to approximately USD 127 million (the “proposed transaction”). Should the proposed transaction be completed, Via Varejo would become the sole shareholder of Cnova Brazil and would no longer be a shareholder of Cnova.

The Board of Via Varejo has established a Special Committee consisting of three members from the Company´s Board of Directors to supervise the process and to determine the terms and direction of the proposed transaction.

The parties expect to reach a definitive agreement with respect to the proposed transaction during the third quarter 2016. The proposed transaction would be expected to be completed by the end of the third quarter 2016.

 

 

 

76

 


 
 

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%

 

77

 


 
 

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%

 

 

78

 


 
 

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%

 

79

 

 

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:  August 4, 2016 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



    By:    /s/ Christophe José Hidalgo            
         Name:  Christophe José Hidalgo 
         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.