SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 2015
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
(FreeTranslation into English from the Original Previously Issued in Portuguese)
|
Companhia Brasileira Individual and Consolidated Deloitte Touche Tohmatsu Auditores Independentes |
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Companhia Brasileira de Distribuição
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of income and comprehensive income for the three and nine-month periods then ended and changes in shareholders’ equity and cash flows for the nine-month period then ended, including the footnotes to the financial statements.
The Company’s Management is responsible for the preparation of these individual and consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by CVM.
Deloitte Touche Tohmatsu
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the
nine-month period ended September 30, 2015, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, October 29, 2015
DELOITTE TOUCHE TOHMATSU |
Edimar Facco |
Auditores Independentes |
Engagement Partner |
|
|
© 2015 Deloitte Touche Tohmatsu. All rights reserved.
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Companhia Brasileira de Distribuição
Company Information |
|
Capital Composition |
2 |
Cash Dividends |
3 |
Individual Interim Financial Information |
|
Balance Sheet – Assets |
4 |
Balance Sheet – Liabilities |
5 |
Statement of Income |
6 |
Statement of Comprehensive Income |
7 |
Statement of Cash Flows |
8 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2015 to 9/30/2015 |
9 |
1/1/2014 to 9/30/2014 |
10 |
Statement of Value Added |
11 |
Consolidated Interim Financial Information |
|
Balance Sheet – Assets |
12 |
Balance Sheet – Liabilities |
13 |
Statement of Income |
14 |
Statement of Comprehensive Income |
15 |
Statement of Cash Flows |
16 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2015 to 9/30/2015 |
17 |
1/1/2014 to 9/30/2014 |
18 |
Statement of Value Added |
19 |
Comments on the Company`s Performance |
20 |
Notes to the Interim Financial Information |
45 |
Other information deemed as relevant by the Company |
101 |
Number of Shares (thousand) |
Current Quarter 09/30/2015 |
Share Capital |
|
Common |
99,680 |
Preferred |
166,017 |
Total |
265,697 |
Treasury Shares |
|
Common |
- |
Preferred |
233 |
Total |
233 |
2
Event |
Approval |
Type |
Date of Payment |
Type of Share |
Class of Share |
Amount per share (Reais/ share) |
Annual and Special Shareholders’ Meeting |
4/24/2015 |
Dividend |
4/25/2015 |
Commom |
- |
0.68899 |
Annual and Special Shareholders’ Meeting |
4/24/2015 |
Dividend |
4/25/2015 |
Preferred |
- |
0.75789 |
Board of Directors’ Meeting |
5/7/2015 |
Dividend |
5/28/2015 |
Commom |
- |
0.13636 |
Board of Directors’ Meeting |
5/7/2015 |
Dividend |
5/28/2015 |
Preferred |
- |
0.15000 |
Board of Directors’ Meeting |
7/28/2015 |
Dividend |
8/8/2015 |
Commom |
- |
0.13636 |
Board of Directors’ Meeting |
7/28/2015 |
Dividend |
8/8/2015 |
Preferred |
- |
0.15000 |
3
Individual Interim Financial Information / Balance Sheet - Assets | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
1 |
Total Assets |
21,626,000 |
23,226,000 |
1.01 |
Current Assets |
4,740,000 |
6,118,000 |
1.01.01 |
Cash and Cash Equivalents |
1,744,000 |
2,923,000 |
1.01.03 |
Accounts Receivable |
317,000 |
380,000 |
1.01.03.01 |
Trade Receivables |
193,000 |
305,000 |
1.01.03.02 |
Other Receivables |
124,000 |
75,000 |
1.01.04 |
Inventories |
2,384,000 |
2,487,000 |
1.01.06 |
Recoverable Taxes |
125,000 |
105,000 |
1.01.07 |
Prepaid Expenses |
78,000 |
41,000 |
1.01.08 |
Other Current Assets |
92,000 |
182,000 |
1.02 |
Noncurrent Assets |
16,886,000 |
17,108,000 |
1.02.01 |
Long-term Assets |
1,443,000 |
1,373,000 |
1.02.01.03 |
Accounts Receivable |
71,000 |
82,000 |
1.02.01.03.02 |
Other Receivables |
71,000 |
82,000 |
1.02.01.06 |
Deferred Taxes |
28,000 |
56,000 |
1.02.01.07 |
Prepaid Expenses |
20,000 |
25,000 |
1.02.01.08 |
Receivables from Related Parties |
305,000 |
398,000 |
1.02.01.09 |
Other Noncurrent Assets |
1,019,000 |
812,000 |
1.02.01.09.04 |
Recoverable Taxes |
542,000 |
392,000 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceedings |
477,000 |
420,000 |
1.02.02 |
Investments |
7,953,000 |
8,415,000 |
1.02.02.01 |
Investments in Associates and Subsidiaries |
7,929,000 |
8,391,000 |
1.02.02.02 |
Investment properties |
24,000 |
24,000 |
1.02.03 |
Property and Equipment, Net |
6,275,000 |
6,125,000 |
1.02.04 |
Intangible Assets |
1,215,000 |
1,195,000 |
4
Individual Interim Financial Information / Balance Sheet - Liabilities | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total Liabilities |
21,626,000 |
23,226,000 |
2.01 |
Current Liabilities |
6,773,000 |
8,825,000 |
2.01.01 |
Payroll and Related Taxes |
362,000 |
335,000 |
2.01.02 |
Trade Payables |
2,334,000 |
3,180,000 |
2.01.03 |
Taxes and Contributions Payable |
122,000 |
183,000 |
2.01.04 |
Borrowings and Financing |
1,677,000 |
2,895,000 |
2.01.05 |
Other Liabilities |
2,272,000 |
2,231,000 |
2.01.05.01 |
Payables to Related Parties |
1,741,000 |
1,751,000 |
2.01.05.02 |
Other |
531,000 |
480,000 |
2.01.05.02.01 |
Dividends and Interest on Capital Payable |
1,000 |
194,000 |
2.01.05.02.04 |
Utilities |
2,000 |
2,000 |
2.01.05.02.05 |
Rent Payable |
47,000 |
52,000 |
2.01.05.02.06 |
Advertisement Payable |
31,000 |
39,000 |
2.01.05.02.07 |
Pass-through to Third Parties |
8,000 |
8,000 |
2.01.05.02.08 |
Financing Related to Acquisition of Assets |
51,000 |
80,000 |
2.01.05.02.09 |
Deferred Revenue |
32,000 |
4,000 |
2.01.05.02.11 |
Other Payables |
359,000 |
101,000 |
2.01.06 |
Provisions |
6,000 |
1,000 |
2.02 |
Noncurrent Liabilities |
4,385,000 |
3,821,000 |
2.02.01 |
Borrowings and Financing |
3,247,000 |
2,631,000 |
2.02.02 |
Other Liabilities |
610,000 |
642,000 |
2.02.02.02 |
Other |
610,000 |
642,000 |
2.02.02.02.03 |
Taxes Payable in Installments |
580,000 |
617,000 |
2.02.02.02.05 |
Financing Related to Acquisition of Assets |
4,000 |
8,000 |
2.02.02.02.07 |
Other Accounts Payable |
17,000 |
17,000 |
2.02.02.02.08 |
Provision for Negative Equity |
9,000 |
- |
2.02.04 |
Provisions |
499,000 |
483,000 |
2.02.06 |
Deferred Revenue |
29,000 |
65,000 |
2.03 |
Shareholders’ Equity |
10,468,000 |
10,580,000 |
2.03.01 |
Share Capital |
6,806,000 |
6,792,000 |
2.03.02 |
Capital Reserves |
300,000 |
282,000 |
2.03.02.04 |
Options Granted |
293,000 |
275,000 |
2.03.02.07 |
Capital Reserve |
7,000 |
7,000 |
2.03.04 |
Earnings Reserve |
3,288,000 |
3,505,000 |
2.03.04.01 |
Legal Reserve |
417,000 |
417,000 |
2.03.04.05 |
Earnings Retention Reserve |
440,000 |
1,929,000 |
2.03.04.10 |
Expansion Reserve |
2,624,000 |
1,135,000 |
2.03.04.12 |
Transactions with non-controlling interests |
19,000 |
24,000 |
2.03.04.14 |
Settlement of Equity Instrument |
(212,000) |
- |
2.03.05 |
Retained Earnings/ Accumulated Losses |
168,000 |
- |
2.03.08 |
Other Comprehensive Income |
(94,000) |
1,000 |
5
Individual Interim Financial Information / Statement of Income | |||||
R$ (in thousands) |
|||||
Code |
Description |
Year To Date Current |
Year To Date Current |
Year To Date Current |
Year To Date Current |
3.01 |
Net Sales of Goods and/or Services |
5,313,000 |
16,298,000 |
5,207,000 |
16,060,000 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(3,882,000) |
(11,909,000) |
(3,706,000) |
(11,661,000) |
3.03 |
Gross Profit |
1,431,000 |
4,389,000 |
1,501,000 |
4,399,000 |
3.04 |
Operating Income/Expenses |
(1,245,000) |
(3,570,000) |
(1,031,000) |
(3,053,000) |
3.04.01 |
Selling Expenses |
(943,000) |
(2,886,000) |
(877,000) |
(2,625,000) |
3.04.02 |
General and Administrative Expenses |
(121,000) |
(355,000) |
(142,000) |
(399,000) |
3.04.05 |
Other Operating Expenses |
(187,000) |
(517,000) |
(189,000) |
(473,000) |
3.04.05.01 |
Depreciation/Amortization |
(121,000) |
(357,000) |
(109,000) |
(321,000) |
3.04.05.03 |
Other Operating Expenses |
(66,000) |
(160,000) |
(80,000) |
(152,000) |
3.04.06 |
Share of Profit of Subsidiaries and Associates |
6,000 |
188,000 |
177,000 |
444,000 |
3.05 |
Profit before Financial Income (Expenses) and Taxes |
186,000 |
819,000 |
470,000 |
1,346,000 |
3.06 |
Financial Income (Expenses) |
(195,000) |
(547,000) |
(174,000) |
(452,000) |
3.07 |
Profit Before Income Tax and Social Contribution |
(9,000) |
272,000 |
296,000 |
894,000 |
3.08 |
Income Tax and Social Contribution |
2,000 |
(27,000) |
(19,000) |
(109,000) |
3.08.01 |
Current |
3,000 |
2,000 |
42,000 |
(59,000) |
3.08.02 |
Deferred |
(1,000) |
(29,000) |
(61,000) |
(50,000) |
3.09 |
Net Income from Continued Operations |
(7,000) |
245,000 |
277,000 |
785,000 |
3.11 |
Net Income for the Period |
(7,000) |
245,000 |
277,000 |
785,000 |
3.99 |
Earnings per Share - (Reais/Share) |
- |
- |
- |
- |
3.99.01 |
Basic Earnings per Share |
- |
- |
- |
- |
3.99.01.01 |
Common |
(0.02183) |
0.87073 |
0.98210 |
2.78951 |
3.99.01.02 |
Preferred |
(0.02183) |
0.95780 |
1.08031 |
3.06846 |
3.99.02 |
Diluted Earnings per Share |
- |
- |
- |
- |
3.99.02.01 |
Common |
(0.02183) |
0.86960 |
0.98210 |
2.78951 |
3.99.02.02 |
Preferred |
(0.02178) |
0.95513 |
1.07787 |
3.06152 |
6
Individual Interim Financial Information / Statement of Comprehensive Income | |||||
R$ (in thousands) |
|||||
Code |
Description |
Year To Date Current |
Year To Date Current |
Year To Date Current |
Year To Date Current |
4.01 |
Net income for the Period |
(7,000) |
245,000 |
277,000 |
785,000 |
4.02 |
Other Comprehensive Income |
(83,000) |
(95,000) |
- |
- |
4.02.01 |
Accumulative Translation Adjustment for the Period |
(82,000) |
(93,000) |
- |
- |
4.02.02 |
Defined benefit contribution plan |
- |
(1,000) |
- |
- |
4.02.03 |
Adjustments to financial instruments |
(1,000) |
(1,000) |
- |
- |
4.03 |
Total Comprehensive Income for the Period |
(90,000) |
150,000 |
277,000 |
785,000 |
7
Individual Interim Financial Information / Statement of Cash Flows - Indirect Method | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date Current |
Year To Date Previous |
6.01 |
Net Cash Provided by Operating Activities |
776,000 |
(585,000) |
6.01.01 |
Cash Provided by the Operations |
1,077,000 |
1,291,000 |
6.01.01.01 |
Net Income for the Period |
245,000 |
784,000 |
6.01.01.02 |
Deferred Income and Social Contribution Taxes (note 21) |
29,000 |
50,000 |
6.01.01.03 |
Gain on Disposal of Fixed Assets |
22,000 |
16,000 |
6.01.01.04 |
Depreciation/Amortization |
389,000 |
351,000 |
6.01.01.05 |
Interest and Inflation Adjustments |
533,000 |
424,000 |
6.01.01.06 |
Adjustment to Present Value |
2,000 |
- |
6.01.01.07 |
Share of Profit (Loss) of Subsidiaries and Associates (note 13) |
(188,000) |
(444,000) |
6.01.01.08 |
Provision for Risks (note 23) |
(14,000) |
(8,000) |
6.01.01.10 |
Share-based Payment |
18,000 |
32,000 |
6.01.01.11 |
Allowance for Doubtful Accounts |
- |
(2,000) |
6.01.01.13 |
Provision for Obsolescence/Breakage (note 10) |
(1,000) |
(7,000) |
6.01.01.14 |
Other Operating Expenses |
65,000 |
104,000 |
6.01.01.15 |
Deferred Revenue (note 25) |
(23,000) |
(9,000) |
6.01.02 |
Changes in Assets and Liabilities |
(301,000) |
(1,876,000) |
6.01.02.01 |
Accounts Receivable |
112,000 |
132,000 |
6.01.02.02 |
Inventories |
104,000 |
(120,000) |
6.01.02.03 |
Recoverable Taxes |
(156,000) |
48,000 |
6.01.02.04 |
Other Assets |
(76,000) |
(39,000) |
6.01.02.05 |
Related Parties |
79,000 |
(547,000) |
6.01.02.06 |
Restricted Deposits for Legal Proceeding |
(33,000) |
12,000 |
6.01.02.07 |
Trade Payables |
(846,000) |
(748,000) |
6.01.02.08 |
Payroll and Related Taxes |
24,000 |
4,000 |
6.01.02.09 |
Taxes and Social Contributions Payable |
(139,000) |
(335,000) |
6.01.02.10 |
Other Payables |
26,000 |
(148,000) |
6.01.02.11 |
Legal claims |
(22,000) |
(165,000) |
6.01.02.12 |
Deferred Revenue |
21,000 |
30,000 |
6.01.02.13 |
Received Dividends |
605,000 |
- |
6.02 |
Net Cash Provided by (Used in) Investing Activities |
(597,000) |
(390,000) |
6.02.02 |
Acquisition of Property and Equipment (note 15) |
(536,000) |
(312,000) |
6.02.03 |
Increase in Intangible Assets (note 16) |
(88,000) |
(92,000) |
6.02.04 |
Sales of Property and Equipment |
27,000 |
14,000 |
6.03 |
Net Cash Provided by (Used in) Financing Activities |
(1,358,000) |
(373,000) |
6.03.01 |
Capital Increase/Decrease |
14,000 |
25,000 |
6.03.02 |
Borrowings |
740,000 |
1,279,000 |
6.03.03 |
Payments (note 18) |
(1,837,000) |
(1,448,000) |
6.03.05 |
Payment of Dividends |
(271,000) |
(222,000) |
6.03.06 |
Transactions with Non-controlling Interest |
(4,000) |
(7,000) |
6.05 |
Net Increase (Decrease) in Cash and Cash Equivalents |
(1,179,000) |
(1,348,000) |
6.05.01 |
Cash and Cash Equivalents at the Beginning of the Period |
2,923,000 |
2,851,000 |
6.05.02 |
Cash and Cash Equivalents at the End of the Period |
1,744,000 |
1,503,000 |
8
Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015 | |||||||
R$ (in thousands) |
|
|
|
|
|
| |
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings /Accumulated Losses |
Other comprehensive income |
Shareholders' |
5.01 |
Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
5.03 |
Adjusted Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
5.04 |
Capital Transactions with Shareholders |
14,000 |
18,000 |
- |
(77,000) |
- |
(45,000) |
5.04.01 |
Capital Increases |
14,000 |
- |
- |
- |
- |
14,000 |
5.04.03 |
Options Granted |
- |
11,000 |
- |
- |
- |
11,000 |
5.04.06 |
Dividends |
- |
- |
- |
(77,000) |
- |
(77,000) |
5.04.09 |
Options Granted recognized in subsidiaries |
- |
7,000 |
- |
- |
- |
7,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
245,000 |
(95,000) |
150,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
245,000 |
- |
245,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(95,000) |
(95,000) |
5.05.02.01 |
Adjusts to Financial Instruments |
- |
- |
- |
- |
(1,000) |
(1,000) |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
(93,000) |
(93,000) |
5.05.02.06 |
Defined benefit plan |
- |
- |
- |
- |
(1,000) |
(1,000) |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
(217,000) |
- |
- |
(217,000) |
5.06.05 |
Settlement of Equity Instrument |
- |
- |
(212,000) |
- |
- |
(212,000) |
5.06.06 |
Transactions with Non-controlling Interests |
- |
- |
(5,000) |
- |
- |
(5,000) |
5.07 |
Closing Balance |
6,806,000 |
300,000 |
3,288,000 |
168,000 |
(94,000) |
10,468,000 |
9
Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014 | |||||||
R$ (in thousands) |
|
|
|
|
|
| |
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings /Accumulated Losses |
Other comprehensive Income |
Shareholders' |
5.01 |
Opening Balance |
6,764,000 |
233,000 |
2,486,000 |
- |
- |
9,483,000 |
5.03 |
Adjusted Opening Balance |
6,764,000 |
233,000 |
2,486,000 |
- |
- |
9,483,000 |
5.04 |
Capital Transactions with Shareholders |
25,000 |
31,000 |
- |
(72,000) |
- |
(16,000) |
5.04.01 |
Capital Increases |
25,000 |
- |
- |
- |
- |
25,000 |
5.04.03 |
Options Granted |
- |
29,000 |
- |
- |
- |
29,000 |
5.04.06 |
Dividends |
- |
- |
- |
(72,000) |
- |
(72,000) |
5.04.09 |
Options Granted recognized in subsidiaries |
- |
2,000 |
- |
- |
- |
2,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
785,000 |
- |
785,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
785,000 |
- |
785,000 |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
(17,000) |
- |
- |
(17,000) |
5.06.04 |
Gain/loss in Equity Interest |
- |
- |
(6,000) |
- |
- |
(6,000) |
5.06.06 |
Transactions with Non-controlling Interests |
- |
- |
(11,000) |
- |
- |
(11,000) |
5.07 |
Closing Balance |
6,789,000 |
264,000 |
2,469,000 |
713,000 |
- |
10,235,000 |
10
Individual Interim Financial Information / Statement of Value Added | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date Current |
Year To Date Current |
7.01 |
Revenues |
17,640,000 |
17,449,000 |
7.01.01 |
Sales of Goods, Products and Services |
17,640,000 |
17,420,000 |
7.01.02 |
Other Revenues |
- |
27,000 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
- |
2,000 |
7.02 |
Products Acquired from Third Parties |
(13,693,000) |
(13,512,000) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(12,101,000) |
(12,030,000) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(1,592,000) |
(1,482,000) |
7.03 |
Gross Value Added |
3,947,000 |
3,937,000 |
7.04 |
Retention |
(389,000) |
(351,000) |
7.04.01 |
Depreciation and Amortization |
(389,000) |
(351,000) |
7.05 |
Net Value Added Produced |
3,558,000 |
3,586,000 |
7.06 |
Value Added Received in Transfer |
376,000 |
586,000 |
7.06.01 |
Share of Profit of Subsidiaries and Associates |
188,000 |
444,000 |
7.06.02 |
Financial Revenue |
188,000 |
142,000 |
7.07 |
Total Value Added to Distribute |
3,934,000 |
4,172,000 |
7.08 |
Distribution of Value Added |
3,934,000 |
4,172,000 |
7.08.01 |
Personnel |
1,928,000 |
1,712,000 |
7.08.01.01 |
Direct Compensation |
1,294,000 |
1,185,000 |
7.08.01.02 |
Benefits |
426,000 |
349,000 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
125,000 |
107,000 |
7.08.01.04 |
Other |
83,000 |
71,000 |
7.08.02 |
Taxes, Fees and Contributions |
653,000 |
730,000 |
7.08.02.01 |
Federal |
397,000 |
539,000 |
7.08.02.02 |
State |
153,000 |
132,000 |
7.08.02.03 |
Municipal |
103,000 |
59,000 |
7.08.03 |
Value Distributed to Providers of Capital |
1,108,000 |
946,000 |
7.08.03.01 |
Interest |
733,000 |
594,000 |
7.08.03.02 |
Rentals |
375,000 |
352,000 |
7.08.04 |
Value Distributed to Shareholders |
245,000 |
784,000 |
7.08.04.02 |
Dividends |
77,000 |
72,000 |
7.08.04.03 |
Retained Earnings/ Accumulated Losses for the Period |
168,000 |
712,000 |
11
Consolidated Interim Financial Information /Balance Sheet - Assets | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
1 |
Total Assets |
42,458,000 |
45,500,000 |
1.01 |
Current Assets |
19,744,000 |
24,133,000 |
1.01.01 |
Cash and Cash Equivalents |
5,414,000 |
11,149,000 |
1.01.03 |
Accounts Receivable |
4,206,000 |
3,505,000 |
1.01.03.01 |
Trade Receivables |
3,776,000 |
3,210,000 |
1.01.03.02 |
Other Receivables |
430,000 |
295,000 |
1.01.04 |
Inventories |
8,663,000 |
8,405,000 |
1.01.06 |
Recoverable Taxes |
1,106,000 |
808,000 |
1.01.07 |
Prepaid Expenses |
231,000 |
130,000 |
1.01.08 |
Other Current Assets |
124,000 |
136,000 |
1.02 |
Noncurrent Assets |
22,714,000 |
21,367,000 |
1.02.01 |
Long-term Assets |
5,369,000 |
4,747,000 |
1.02.01.03 |
Accounts Receivable |
717,000 |
741,000 |
1.02.01.03.01 |
Trade Receivables |
89,000 |
105,000 |
1.02.01.03.02 |
Other Receivables |
628,000 |
636,000 |
1.02.01.04 |
Inventories |
- |
172,000 |
1.02.01.06 |
Deferred Taxes |
568,000 |
491,000 |
1.02.01.07 |
Prepaid Expenses |
39,000 |
37,000 |
1.02.01.08 |
Receivables from Related Parties |
358,000 |
313,000 |
1.02.01.09 |
Other Noncurrent Assets |
3,687,000 |
2,993,000 |
1.02.01.09.04 |
Recoverable Taxes |
2,664,000 |
2,136,000 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceedings |
1,023,000 |
857,000 |
1.02.02 |
Investments |
504,000 |
426,000 |
1.02.02.01 |
Investments in Associates |
479,000 |
401,000 |
1.02.02.02 |
Investments Property |
25,000 |
25,000 |
1.02.03 |
Property and Equipment, Net |
10,192,000 |
9,699,000 |
1.02.04 |
Intangible Assets |
6,649,000 |
6,495,000 |
12
Consolidated Interim Financial Information / Balance Sheet - Liabilities | |||
R$ (in thousands) |
|||
Code |
Description |
Current Quarter |
Previous Year |
2 |
Total Liabilities |
42,458,000 |
45,500,000 |
2.01 |
Current Liabilities |
20,110,000 |
23,848,000 |
2.01.01 |
Payroll and Related Taxes |
914,000 |
864,000 |
2.01.02 |
Trade Payables |
10,737,000 |
13,322,000 |
2.01.03 |
Taxes and Contributions Payable |
768,000 |
867,000 |
2.01.04 |
Borrowings and Financing |
4,247,000 |
6,594,000 |
2.01.05 |
Other Liabilities |
3,436,000 |
2,200,000 |
2.01.05.01 |
Payables to Related Parties |
1,647,000 |
261,000 |
2.01.05.02 |
Other |
1,789,000 |
1,939,000 |
2.01.05.02.01 |
Dividends and Interest on Capital Payable |
1,000 |
321,000 |
2.01.05.02.04 |
Utilities |
12,000 |
10,000 |
2.01.05.02.05 |
Rent Payable |
103,000 |
115,000 |
2.01.05.02.06 |
Advertisement Payable |
62,000 |
94,000 |
2.01.05.02.07 |
Pass-through to Third Parties |
308,000 |
429,000 |
2.01.05.02.08 |
Financing Related to Acquisition of Assets |
64,000 |
98,000 |
2.01.05.02.09 |
Deferred revenue |
306,000 |
214,000 |
2.01.05.02.11 |
Accounts Payable Related to Acquisition of Companies |
71,000 |
73,000 |
2.01.05.02.12 |
Other Payables |
862,000 |
585,000 |
2.01.06 |
Provisions |
8,000 |
1,000 |
2.02 |
Noncurrent Liabilities |
8,275,000 |
7,170,000 |
2.02.01 |
Borrowings and Financing |
4,389,000 |
3,134,000 |
2.02.02 |
Other Liabilities |
643,000 |
725,000 |
2.02.02.02 |
Other |
643,000 |
725,000 |
2.02.02.02.03 |
Taxes Payable in Installments |
580,000 |
617,000 |
2.02.02.02.04 |
Payables Related to Acquisition of Companies |
- |
57,000 |
2.02.02.02.05 |
Financing Related to Acquisition of Assets |
4,000 |
8,000 |
2.02.02.02.06 |
Pension Plan |
14,000 |
7,000 |
2.02.02.02.07 |
Other Payables |
45,000 |
36,000 |
2.02.03 |
Deferred Taxes |
1,195,000 |
1,133,000 |
2.02.04 |
Provisions |
1,395,000 |
1,344,000 |
2.02.06 |
Deferred revenue |
653,000 |
834,000 |
2.03 |
Consolidated Shareholders’ Equity |
14,073,000 |
14,482,000 |
2.03.01 |
Share Capital |
6,806,000 |
6,792,000 |
2.03.02 |
Capital Reserves |
300,000 |
282,000 |
2.03.02.04 |
Options Granted |
293,000 |
275,000 |
2.03.02.07 |
Capital Reserve |
7,000 |
7,000 |
2.03.04 |
Earnings Reserve |
3,288,000 |
3,505,000 |
2.03.04.01 |
Legal Reserve |
417,000 |
417,000 |
2.03.04.05 |
Earnings Retention Reserve |
440,000 |
1,929,000 |
2.03.04.10 |
Expansion Reserve |
2,624,000 |
1,135,000 |
2.03.04.12 |
Transactions with Non-Controlling interests |
19,000 |
24,000 |
2.03.04.14 |
Settlement of Equity Instrument |
(212,000) |
- |
2.03.05 |
Retained Earnings/ Accumulated Losses |
168,000 |
- |
2.03.08 |
Other Comprehensive Income |
(94,000) |
1,000 |
2.03.09 |
Non-controlling Interests |
3,605,000 |
3,902,000 |
13
Consolidated Interim Financial Information / Statement of Income |
|||||
R$ (in thousands) |
|||||
Code |
Description |
Year To Date Current |
Year To Date Current |
Year To Date Current |
Year To Date Current |
3.01 |
Net Sales from Goods and/or Services |
16,061,000 |
49,405,000 |
15,648,000 |
45,860,000 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(12,303,000) |
(37,671,000) |
(11,634,000) |
(34,160,000) |
3.03 |
Gross Profit |
3,758,000 |
11,734,000 |
4,014,000 |
11,700,000 |
3.04 |
Operating Income/Expenses |
(3,592,000) |
(10,494,000) |
(3,079,000) |
(9,058,000) |
3.04.01 |
Selling Expenses |
(2,695,000) |
(8,180,000) |
(2,512,000) |
(7,396,000) |
3.04.02 |
General and Administrative Expenses |
(442,000) |
(1,297,000) |
(370,000) |
(1,039,000) |
3.04.05 |
Other Operating Expenses |
(477,000) |
(1,101,000) |
(224,000) |
(699,000) |
3.04.05.01 |
Depreciation/Amortization |
(245,000) |
(716,000) |
(206,000) |
(589,000) |
3.04.05.03 |
Other Operating Expenses |
(232,000) |
(385,000) |
(18,000) |
(110,000) |
3.04.06 |
Share of Profit of Subsidiaries and Associates |
22,000 |
84,000 |
27,000 |
76,000 |
3.05 |
Profit before Financial Income (Expenses) and Taxes |
166,000 |
1,240,000 |
935,000 |
2,642,000 |
3.06 |
Financial Income (Expenses), Net |
(344,000) |
(1,039,000) |
(378,000) |
(1,078,000) |
3.07 |
Profit Before Income Tax and Social Contribution |
(178,000) |
201,000 |
557,000 |
1,564,000 |
3.08 |
Income tax and Social Contribution |
57,000 |
(100,000) |
(167,000) |
(477,000) |
3.08.01 |
Current |
(28,000) |
(88,000) |
(53,000) |
(300,000) |
3.08.02 |
Deferred |
85,000 |
(12,000) |
(114,000) |
(177,000) |
3.09 |
Net Income from Continuing Operations |
(121,000) |
101,000 |
390,000 |
1,087,000 |
3.11 |
Consolidated Net Income for the Period |
(121,000) |
101,000 |
390,000 |
1,087,000 |
3.11.01 |
Attributable to Owners of the Company |
(7,000) |
245,000 |
277,000 |
785,000 |
3.11.02 |
Attributable to Non-controlling Interests |
(114,000) |
(144,000) |
113,000 |
302,000 |
3.99 |
Earnings per Share - (Reais/Share) |
- |
- |
- |
- |
3.99.01 |
Basic Earnings per Share |
- |
- |
- |
- |
3.99.01.01 |
Common |
(0.02183) |
0.87073 |
0.98210 |
2.78951 |
3.99.01.02 |
Preferred |
(0.02183) |
0.95780 |
1.08031 |
3.06846 |
3.99.02 |
Diluted Earnings per Share |
- |
- |
- |
- |
3.99.02.01 |
Common |
(0.02183) |
0.86960 |
0.98210 |
2.78951 |
3.99.02.02 |
Preferred |
(0.02178) |
0.95513 |
1.07787 |
3.06152 |
14
Consolidated Interim Financial Information / Statement of Comprehensive Income | |||||
R$ (in thousands) |
|||||
Code |
Description |
Year To Date Current |
Year To Date Current |
Year To Date Current |
Year To Date Current |
4.01 |
Net Income for the Period |
(121,000) |
101,000 |
390,000 |
1,087,000 |
4.02 |
Other Comprehensive Income |
(224,000) |
(250,000) |
- |
- |
4.02.01 |
Cumulative Translation adjustment |
(223,000) |
(247,000) |
1,000 |
1,000 |
4.02.02 |
Defined Benefit Plan |
- |
(2,000) |
(1,000) |
(1,000) |
4.02.03 |
Adjustments to financial instruments |
(1,000) |
(1,000) |
- |
- |
4.03 |
Total Comprehensive Income for the Period |
(345,000) |
(149,000) |
390,000 |
1,087,000 |
4.03.01 |
Attributable to Owners of the Company |
(7,000) |
150,000 |
277,000 |
785,000 |
4.03.02 |
Attributable to Non-Controlling Interests |
(338,000) |
(299,000) |
113,000 |
302,000 |
15
Consolidated Interim Financial Information / Statement of Cash Flows - Indirect Method | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date Current |
Year To Date Previous |
6.01 |
Net Cash Provided by Operating Activities |
(3,268,000) |
48,000 |
6.01.01 |
Cash from Operations |
2,188,000 |
3,235,000 |
6.01.01.01 |
Net Income for the Period |
101,000 |
1,087,000 |
6.01.01.02 |
Deferred Income Tax and Social Contribution (note 21) |
12,000 |
177,000 |
6.01.01.03 |
Gain on Disposal of Fixed Assets |
65,000 |
36,000 |
6.01.01.04 |
Depreciation/Amortization |
820,000 |
667,000 |
6.01.01.05 |
Interest and Inflation Adjustments |
828,000 |
847,000 |
6.01.01.06 |
Adjustment to Present Value |
(4,000) |
(2,000) |
6.01.01.07 |
Share of Profit (Loss) of Subsidiaries and Associates (note 13) |
(84,000) |
(76,000) |
6.01.01.08 |
Provision for Risks (note 23) |
151,000 |
118,000 |
6.01.01.10 |
Share-based Payment |
22,000 |
32,000 |
6.01.01.11 |
Allowance for Doubtful Accounts |
419,000 |
359,000 |
6.01.01.13 |
Provision for Obsolescence/breakage |
(5,000) |
(1,000) |
6.01.01.15 |
Deferred revenue (note 25) |
(139,000) |
(25,000) |
6.01.01.16 |
Other Operating Expenses (note 29) |
2,000 |
16,000 |
6.01.02 |
Changes in Assets and Liabilities |
(5,456,000) |
(3,187,000) |
6.01.02.01 |
Accounts Receivable |
(813,000) |
(478,000) |
6.01.02.02 |
Inventories |
180,000 |
(550,000) |
6.01.02.03 |
Recoverable Taxes |
(546,000) |
53,000 |
6.01.02.04 |
Other Assets |
(297,000) |
(204,000) |
6.01.02.05 |
Related Parties |
(157,000) |
(96,000) |
6.01.02.06 |
Restricted Deposits for Legal Proceeding |
(117,000) |
(70,000) |
6.01.02.07 |
Trade Payables |
(3,183,000) |
(1,407,000) |
6.01.02.08 |
Payroll and Related Taxes |
47,000 |
213,000 |
6.01.02.09 |
Taxes and Social Contributions Payable |
(224,000) |
(502,000) |
6.01.02.10 |
Legal Claims |
(217,000) |
(223,000) |
6.01.02.11 |
Deferred revenue |
43,000 |
201,000 |
6.01.02.12 |
Other Payables |
(172,000) |
(148,000) |
6.01.02.16 |
Financial Investments |
- |
24,000 |
6.02 |
Net Cash Provided by (Used in) Investing Activities |
(1,388,000) |
(869,000) |
6.02.03 |
Acquisition of Property and Equipment (note 15) |
(1,170,000) |
(898,000) |
6.02.04 |
Increase in Intangible Assets (note 16) |
(326,000) |
(222,000) |
6.02.05 |
Sales of Property and Equipment |
57,000 |
47,000 |
6.02.06 |
Net Cash From Subsidiary Acquisition and Corporate Restructuring |
- |
204,000 |
6.02.07 |
Net Cash From Sale of Subsidiary |
51,000 |
- |
6.03 |
Net Cash Provided by Financing Activities |
(1,252,000) |
(945,000) |
6.03.01 |
Capital Increase/Decrease |
14,000 |
25,000 |
6.03.02 |
Borrowings |
4,625,000 |
4,960,000 |
6.03.03 |
Payments (note 18) |
(6,603,000) |
(5,634,000) |
6.03.05 |
Payments of Dividends |
(397,000) |
(222,000) |
6.03.06 |
Acquisition of Subsidiary (note 22) |
(74,000) |
(67,000) |
6.03.07 |
Transactions with non-controlling interests |
(4,000) |
(7,000) |
6.03.08 |
Borrowings with Related Parties |
1,187,000 |
- |
6.04 |
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
173,000 |
- |
6.05 |
Increase (Decrease) in Cash and Cash Equivalents |
(5,735,000) |
(1,766,000) |
6.05.01 |
Cash and Cash Equivalents at the Beginning of the Period |
11,149,000 |
8,367,000 |
6.05.02 |
Cash and Cash Equivalents at the End of the Period |
5,414,000 |
6,601,000 |
16
Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015 | |||||||||
R$ (in thousands) |
|||||||||
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings/ Accumulated Losses |
Other comprehensive Income |
Shareholders' |
Non-Controlling |
Consolidated |
5.01 |
Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
3,902,000 |
14,482,000 |
5.03 |
Adjusted Opening Balance |
6,792,000 |
282,000 |
3,505,000 |
- |
1,000 |
10,580,000 |
3,902,000 |
14,482,000 |
5.04 |
Capital Transactions with Shareholders |
14,000 |
18,000 |
- |
(77,000) |
- |
(45,000) |
4,000 |
(41,000) |
5.04.01 |
Capital Increases |
14,000 |
- |
- |
- |
- |
14,000 |
- |
14,000 |
5.04.03 |
Options Granted |
- |
11,000 |
- |
- |
- |
11,000 |
- |
11,000 |
5.04.06 |
Dividends |
- |
- |
- |
(77,000) |
- |
(77,000) |
- |
(77,000) |
5.04.09 |
Options Granted Recognized in Subsidiaries |
- |
7,000 |
- |
- |
- |
7,000 |
4,000 |
11,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
245,000 |
(95,000) |
150,000 |
(299,000) |
(149,000) |
5.05.01 |
Net Income for the Period |
- |
- |
- |
245,000 |
- |
245,000 |
(144,000) |
101,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(95,000) |
(95,000) |
(155,000) |
(250,000) |
5.05.02.01 |
Adjusts to Financial Instruments |
- |
- |
- |
- |
(1,000) |
(1,000) |
- |
(1,000) |
5.05.02.04 |
Cumulative Translation Adjustment |
- |
- |
- |
- |
(93,000) |
(93,000) |
(154,000) |
(247,000) |
5.05.02.06 |
Defined Benefit Plan |
- |
- |
- |
- |
(1,000) |
(1,000) |
(1,000) |
(2,000) |
5.06 |
Internal Changes in Shareholders’ Equity |
- |
- |
(217,000) |
- |
- |
(217,000) |
(2,000) |
(219,000) |
5.06.05 |
Settlement of Equity Instrument |
- |
- |
(212,000) |
- |
- |
(212,000) |
- |
(212,000) |
5.06.06 |
Transactions With Non-controlling interests |
- |
- |
(5,000) |
- |
- |
(5,000) |
(2,000) |
(7,000) |
5.07 |
Closing Balance |
6,806,000 |
300,000 |
3,288,000 |
168,000 |
(94,000) |
10,468,000 |
3,605,000 |
14,073,000 |
17
Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014 | |||||||||
R$ (in thousands) |
|||||||||
Code |
Description |
Share |
Capital Reserves, |
Earnings |
Retained Earnings/ Accumulated Losses |
Other comprehensive Income |
Shareholders' |
Non-Controlling |
Consolidated |
5.01 |
Opening Balance |
6,764,000 |
233,000 |
2,486,000 |
- |
- |
9,483,000 |
3,229,000 |
12,712,000 |
5.03 |
Adjusted Opening Balance |
6,764,000 |
233,000 |
2,486,000 |
- |
- |
9,483,000 |
3,229,000 |
12,712,000 |
5.04 |
Capital Transactions with Shareholders |
25,000 |
31,000 |
- |
(72,000) |
- |
(16,000) |
1,000 |
(15,000) |
5.04.01 |
Capital Increases |
25,000 |
- |
- |
- |
- |
25,000 |
- |
25,000 |
5.04.03 |
Options Granted |
- |
29,000 |
- |
- |
- |
29,000 |
- |
29,000 |
5.04.06 |
Dividends |
- |
- |
- |
(72,000) |
- |
(72,000) |
- |
(72,000) |
5.04.09 |
Options Granted Recognized in Subsidiaries |
- |
2,000 |
- |
- |
- |
2,000 |
1,000 |
3,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
785,000 |
- |
785,000 |
302,000 |
1,087,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
785,000 |
- |
785,000 |
302,000 |
1,087,000 |
5.06 |
Internal Changes in Shareholders’ Equity |
- |
- |
(17,000) |
- |
- |
(17,000) |
34,000 |
17,000 |
5.06.04 |
Gain/Loss in Equity Interest |
- |
- |
(6,000) |
- |
- |
(6,000) |
(10,000) |
(16,000) |
5.06.06 |
Transactions With Non-controlling interests |
- |
- |
(11,000) |
- |
- |
(11,000) |
44,000 |
33,000 |
5.07 |
Closing Balance |
6,789,000 |
264,000 |
2,469,000 |
713,000 |
- |
10,235,000 |
3,566,000 |
13,801,000 |
18
Consolidated Interim Financial Information / Statement of Value Added | |||
R$ (in thousands) |
|||
Code |
Description |
Year To Date Current |
Year To Date Current |
7.01 |
Revenues |
54,589,000 |
50,519,000 |
7.01.01 |
Sales of Goods, Products and Services |
54,943,000 |
50,862,000 |
7.01.02 |
Other Revenues |
65,000 |
16,000 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
(419,000) |
(359,000) |
7.02 |
Products Acquired from Third Parties |
(42,912,000) |
(39,035,000) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(37,920,000) |
(34,901,000) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(4,992,000) |
(4,134,000) |
7.03 |
Gross Value Added |
11,677,000 |
11,484,000 |
7.04 |
Retention |
(820,000) |
(667,000) |
7.04.01 |
Depreciation and Amortization |
(820,000) |
(667,000) |
7.05 |
Net Value Added Produced |
10,857,000 |
10,817,000 |
7.06 |
Value Added Received in Transfer |
723,000 |
567,000 |
7.06.01 |
Share of Profit of Subsidiaries and Associates |
84,000 |
76,000 |
7.06.02 |
Financial Income |
639,000 |
491,000 |
7.07 |
Total Value Added to Distribute |
11,580,000 |
11,384,000 |
7.08 |
Distribution of Value Added |
11,580,000 |
11,384,000 |
7.08.01 |
Personnel |
5,291,000 |
4,613,000 |
7.08.01.01 |
Direct Compensation |
3,811,000 |
3,338,000 |
7.08.01.02 |
Benefits |
883,000 |
799,000 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
365,000 |
298,000 |
7.08.01.04 |
Other |
232,000 |
178,000 |
7.08.01.04.01 |
Interest |
232,000 |
178,000 |
7.08.02 |
Taxes, Fees and Contributions |
3,321,000 |
3,004,000 |
7.08.02.01 |
Federal |
2,103,000 |
1,935,000 |
7.08.02.02 |
State |
1,023,000 |
894,000 |
7.08.02.03 |
Municipal |
195,000 |
175,000 |
7.08.03 |
Value Distributed to Providers of Capital |
2,867,000 |
2,680,000 |
7.08.03.01 |
Interest |
1,675,000 |
1,569,000 |
7.08.03.02 |
Rentals |
1,192,000 |
1,111,000 |
7.08.04 |
Value Distributed to Shareholders |
101,000 |
1,087,000 |
7.08.04.02 |
Dividends |
77,000 |
72,000 |
7.08.04.03 |
Retained Earnings/ Accumulated Losses for the Period |
168,000 |
713,000 |
7.08.04.04 |
Noncontrolling Interest in Retained Earnings |
(144,000) |
302,000 |
19
São Paulo, Brazil, October 29, 2015 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its 3Q15 results. The comments refer to the consolidated results of the Group or of its business units. All comparisons are with the same period in 2014, except where stated otherwise.
Third quarter 2015 Results CONSOLIDATED § Net sales totaled R$16.1 billion, highlight to the Food segment registering a 7.3% growth in the quarter, outperforming the industry (*); § In September, the first month of consolidation for the Éxito Group, the Company recorded the best sales performance in the period, specifically in the non- food segment; § Steady pace of investments, which totaled R$510 million, with the focus on organic expansion in higher-return formats. Twenty-three stores were opened in the quarter and 210 in the last 12 months; § Strong financial structure with low leverage level, working capital gains, free cash flow and improved cash management.
FOOD BUSINESS § Emphasis on store renovation program, especially in the Extra banner, with positive consumer reaction, observed by improvements in customer traffic and improved sales performance of around 1,000 basis points; § Improvements in customer traffic across all banners, with gains in market share by Pão de Açúcar, Assaí and the Proximity format (Minimercado Extra and Minuto Pão de Açúcar); § Multivarejo registered adjusted EBITDA margin of approximately 7.0%, similar to the margin since the beginning of the year, which demonstrates its resilience despite the worsening of consumption and sector indicators during the year; § Solid and consistent result delivered by Assaí, with adjusted EBITDA expansion of 44.1%, and margin expansion increasing 60 basis points to reach 4.0% in the quarter.
VIA VAREJO § Continuation of measures to improve efficiency and optimize costs; § Intensification of commercial initiatives to drive sales growth and gain market share; § Acceleration of Click & Collect: Via Varejo inventory being sold through casasbahia.com.br and pontofrio.com.br websites, with product pick-ups possible in all Via Varejo stores; § "Crescer Mais" Project rollout: 100 mobile store-in-store, 56 new concept furniture stores, 36 banner conversions and opening of 5 new stores (86 new stores in the last 12 months).
CNOVA § Solid growth (GMV +17.6%) despite challenging macro environment in Brazil with strategic initiatives on track and increased focus and discipline in cost efficiency.
(*) Based on data published by the Brazilian Supermarkets Association (ABRAS) |
Consolidated (1) | Food Businesses | Via Varejo | |||||||||||||
(R$ million)(2) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | |||
GrossRevenue (3) | 17,856 | 17,356 | 2.9% | 54,943 | 50,862 | 8.0% | 9,574 | 8,941 | 7.1% | 4,615 | 5,964 | -22.6% | |||
Net Revenue (3) | 16,061 | 15,649 | 2.6% | 49,405 | 45,860 | 7.7% | 8,852 | 8,253 | 7.3% | 4,077 | 5,280 | -22.8% | |||
Gross Profit | 3,758 | 4,015 | -6.4% | 11,734 | 11,700 | 0.3% | 2,126 | 2,058 | 3.3% | 1,343 | 1,738 | -22.7% | |||
Gross Margin | 23.4% | 25.7% | -230 bps | 23.8% | 25.5% | -170 bps | 24.0% | 24.9% | -90 bps | 32.9% | 32.9% | 0 bps | |||
Total Operating Expenses | (3,347) | (2,874) | 16.5% | (9,778) | (8,469) | 15.5% | (1,684) | (1,478) | 14.0% | (1,280) | (1,219) | 5.0% | |||
% of Net Revenue | 20.8% | 18.4% | 240 bps | 19.8% | 18.5% | 130 bps | 19.0% | 17.9% | 110 bps | 31.4% | 23.1% | 830 bps | |||
EBITDA (4) | 445 | 1,167 | -61.9% | 2,058 | 3,307 | -37.8% | 455 | 593 | -23.3% | 77 | 529 | -85.5% | |||
EBITDA Margin | 2.8% | 7.5% | -470 bps | 4.2% | 7.2% | -300 bps | 5.1% | 7.2% | -210 bps | 1.9% | 10.0% | -810 bps | |||
Adjusted EBITDA(5) | 677 | 1,185 | -42.9% | 2,443 | 3,418 | -28.5% | 536 | 608 | -11.8% | 196 | 544 | -64.0% | |||
Adjusted EBITDA Margin | 4.2% | 7.6% | -340 bps | 4.9% | 7.5% | -260 bps | 6.1% | 7.4% | -130 bps | 4.8% | 10.3% | -550 bps | |||
Net Financial Revenue (Expenses) | (344) | (378) | -8.8% | (1,039) | (1,078) | -3.6% | (205) | (171) | 19.7% | (69) | (147) | -53.5% | |||
% of Net Revenue | 2.1% | 2.4% | -30 bps | 2.1% | 2.3% | -20 bps | 2.3% | 2.1% | 20 bps | 1.7% | 2.8% | -110 bps | |||
Company's Net Profit (Loss) | (122) | 391 | n.a. | 101 | 1,087 | -90.7% | 44 | 185 | -75.9% | (12) | 224 | n.a. | |||
Net Margin | -0.8% | 2.5% | -330 bps | 0.2% | 2.4% | -220 bps | 0.5% | 2.2% | -170 bps | -0.3% | 4.3% | -460 bps | |||
Adjusted Net Income - Company (6) | 49 | 396 | -87.7% | 403 | 1,166 | -65.4% | 106 | 189 | -44.2% | 66 | 234 | -71.7% | |||
Adjusted Net Margin | 0.3% | 2.5% | -220 bps | 0.8% | 2.5% | -170 bps | 1.2% | 2.3% | -110 bps | 1.6% | 4.4% | -280 bps |
(1) Includes the results of Cnova (Cnova Brasil + Cdiscount Group); (2) Totals and percentages may not add up due to rounding. All margins were calculated as a percentage of net sales; (3) Includes revenue from lease of commercial centers; (4) Earnings before interest, tax, depreciation and amortization; (5) EBITDA adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses; (6) Net Income adjusted by the total of “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses, as well as the respective effects of associated income tax.
20
Sales Performance | |||||
Net Revenue | 3Q15 x | 2Q15 x | |||
3Q14 | 2Q14 | ||||
(R$ million) | 3Q15 | Δ | 2Q15 | Δ | |
Consolidated (1) | 16,061 | 2.6% | 16,108 | 6.0% | |
Food Businesses | 8,852 | 7.3% | 8,953 | 6.4% | |
Multivarejo (2) | 6,287 | 2.1% | 6,508 | 0.7% | |
Assaí | 2,564 | 22.3% | 2,445 | 25.6% | |
Non-Food Businesses | 7,227 | -2.5% | 7,172 | 5.3% | |
Cnova (3) | 3,132 | 48.0% | 2,848 | 122.0% | |
Via Varejo (4) |
4,095 | -22.7% | 4,324 | -21.7% |
Net 'Same-Store' Sales | ||
3Q15 | 2Q15 | |
Consolidated (1) | -2.7% | -3.5% |
Multivarejo + Assaí | 3.3% | 1.8% |
Cnova (3) | 23.4% | 24.7% |
Via Varejo (4) | -24.6% | -23.5% |
(1) Excludes revenue from intercompany transactions; (2) Extra and Pão de Açúcar banners. Includes revenue from the leasing of commercial centers; (3) Cnova: Cnova Brasil + Cdiscount Group. Includes revenue from commissions in the marketplace, not considering merchandise volumes; (4) Includes revenue from intercompany transactions. Excluding the closure of stores to comply with the decision by Brazil's antitrust agency CADE, the decrease in the quarter would have been 21.9%.
Sales Performance – Consolidated
§ In 3Q15, consolidated net sales totaled R$16.1 billion, up 2.6%. In the Food segment (Multivarejo + Assaí), net sales grew 7.3%, with the highlight being the continued strong performance by Assaí (+22.3%);
§ The current macroeconomic environment has proved highly adverse for consumption during the year. While the food segment demonstrates greater resilience, the non-food segment (Via Varejo + Cnova) is being affected more intensely and as a result, its sales declined by 2.5%;
§ The Company maintained its organic growth plan, with the focus on higher-return formats. Twenty-three new stores were opened in the quarter, of which 18 were in the Food segment (7 Minimercado Extra, 6 Minuto Pão de Açúcar, 4 Pão de Açúcar and 1 Assaí) and 5 were Casas Bahia stores. A total of 210 new stores were opened in the last 12 months.
Food Business (Multivarejo + Assaí)
§ Net sales grew 7.3% to reach R$8.9 billion in the quarter. A total of 124 new stores were opened in the last 12 months, which included 100 Proximity stores (71 Minimercado Extra and 29 Minuto Pão de Açúcar), 11 Pão de Açúcar, 8 Assaí, 4 Extra Supermercado stores and 1 drugstore;
§ Same-store sales increased 3.3%, up 60 basis points from 1H15. This improvement was driven by the solid double-digit growth posted by Assaí, resulting from greater price consciousness among consumers and the healthy performance of the 52 renovated Extra stores (28 Hypermarkets and 24 Supermarkets), whose delivery started in May and which are already outperforming non-renovated stores by 1,000 basis points;
21
§ Roll-out of Extra renovations: by the end of 2015, about 60 stores (35 Hypermarkets and 25 Supermarkets), or the equivalent of 25% of the banner's sales, will undergo extensive renovation that includes not only the layout, but also new assortments and improvements in customer service. By the end of 2016, the renovation plan should encompass 50% to 60% of sales;
§ As in previous quarters, Assaí posted solid net sales growth of 22.3%, reflecting the double-digit same-store sales growth in relation to 1H15, caused by greater price consciousness among consumers. Strong expansion remains the banner’s focus, with one more store opened in 3Q15, bringing to 8 the total number of stores opened in the last 12 months. In 2015, 10 to 12 new Assaí stores will be opened;
§ It is important to note the resilience of the food category, which has maintained growth of approximately 4.0% in the last 9 months, underlining the importance of the multi-format strategy. The Company will continue to focus on balancing its store portfolio by concentrating expansion on higher-return formats (Assaí, Proximity and Pão de Açúcar) and by continuing the modernization of the Extra chain.
Via Varejo
§ The third quarter of 2015 was marked by a strong decline in consumption, with the Consumer Confidence Index reaching its lowest level in the historical data series published by FGV IBRE (down 25.9% in September 2015 in relation to September 2014)
§ In 3Q15, net sales totaled R$4.1 billion, down 22.7% from 3Q14 and 24.6% on a same-store basis. In 3Q15, five Casas Bahia stores were opened, bringing the total store openings to 26 in the year and 86 in the last 12 months;
§ On the other hand, services such as extended warranty increased penetration due to initiatives such as training for 100% of sales force, pricing strategy and sales campaigns. Payment book sales remained stable in relation to other forms of payment;
§ Initiatives under the “Crescer Mais” Project continued to deliver sales results that outperformed the company‘s average:
o Renovation of the Furniture category: redesign of the sales area and revamp of product lines, already implemented in 56 stores which grew 1,600 basis points above the average of the non-renovated stores YTD. The Furniture category yields the highest gross margin for Via Varejo;
o Renovation of the Telephone category: complete revamp of the buying experience, with better service and options to try out products. In the 100 stores already renovated, growth was 3,800 basis points higher than the average of non-renovated stores YTD;
o Banner Conversion: conversion of 36 Pontofrio stores to Casas Bahia stores. Via Varejo should accelerate the conversion plan in order to drive sales growth and profitability.
22
Cnova
The following comments are part of the Cnova sales release published on October 9, 2015.
Cnova |
3Q15(5) |
3Q14(5) |
Change | |
Reported |
Constant Currency(6) | |||
GMV(7) (€ millions) |
1,121.2 |
1,094.1 |
+2.5% |
+17.6% |
Cdiscount |
649.1 |
555.3 |
+16.9% |
+17.1% |
France |
640.1 |
552.4 |
+15.9% |
|
International |
9.0 |
2.9 |
+208.3% |
+244.2% |
Cnova Brazil |
472.2 |
538.8 |
-12.4% |
+18.1% |
Cnova Brazil (R$ millions) |
1,920.0 |
1,625.6 |
+18.1% |
|
Marketplace share(8) |
22.7% |
12.4% |
+1,032 bps |
|
Cdiscount France |
29.8% |
20.5% |
+931 bps |
|
Cnova Brazil |
12.8% |
4.2% |
+862 bps |
|
Net sales (€ millions) |
781.4 |
837.3 |
-6.7% |
+9.1% |
Cdiscount |
410.3 |
379.5 |
+8.1% |
+8.3% |
France |
402.5 |
377.0 |
+6.8% |
|
International |
7.8 |
2.5 |
+213.7% |
+247.5% |
Cnova Brazil |
371.1 |
457.8 |
-18.9% |
+9.8% |
Cnova Brazil (R$ millions) |
1,515.8 |
1,380.6 |
+9.8% |
|
Traffic (visits in millions) |
405.8 |
318.3 |
+27.5% |
|
Cdiscount France |
180.7 |
136.0 |
+32.8% |
|
Cnova Brazil |
212.9 |
179.5 |
+18.6% |
|
Mobile share |
40.2% |
27.4% |
+1,280 bps |
|
Cdiscount France |
49.8% |
37.2% |
+1,265 bps |
|
Cnova Brazil |
32.4% |
20.5% |
+1,189 bps |
|
Click-&-Collect pick-up points |
21,767 |
17,206 |
+26.5% |
|
Active customers(9) (millions) |
15.4 |
12.8 |
+20.2% |
|
Number of items sold (millions) |
15.3 |
13.2 |
+16.0% |
|
Orders(10) (millions) |
9.1 |
7.8 |
+17.0% |
|
(5) The operations of Panama, Ecuador, MonCornerKids and MonCornerJardin were discontinued on July 1, 2015. These operations have no impact on 2014 results as they did not exist in that period. MonShowRoom was reclassified as a discontinued operation (exclusively for Cdiscount) on January 1, 2014. (6) Average euro/real exchange rate in the third quarter: 2014 = 3.01; 2015 = 3.96. (7) Gross Merchandise Volume (GMV) = sale of merchandise + other revenue + sales in the marketplace (calculated based on orders approved and delivered) + taxes. (8) Includes sales through the marketplaces of www.cdiscount.com in France, as well as the websites extra.com.br, pontofrio.com, casasbahia.com.br and cdiscount.com.br in Brazil. (9) Active customers at the end of September who made at least one purchase in one of the company's websites in the 12-month period, calculated for each website, since we operate multiple websites with specific user identification systems, which may lead to double counting of the same person. (10) Total number orders placed by customers prior to cancelation due to fraud or non-payment of orders.
§ GMV amounted to €1,122 million in 3Q15, increasing 17.6% on a constant currency basis compared to the same period in 2014. After taking into account the strong negative impact (-15.1%) of the depreciation of the Brazilian real versus the Euro, reported GMV grew by 2.5%. At Cdiscount France, total GMV was up 15.9%. At Cnova Brazil, GMV increased by 18.1% in local currency, as promotional pricing partially compensated for the deteriorating Brazilian economic environment.
o The marketplace share of total GMV increased 1,032 basis points in 3Q15 and reached 22.7% compared to 12.4% in 3Q14. Cdiscount France’s marketplace share reached 29.8%, while Cnova Brazil's share reached 12.8%. As of September 30, 2015, active marketplace sellers increased by 97% to almost 10,500 while the number of marketplace product offerings expanded from 11.4 million to 26.0 million (+129%).
23
o Active customers increased by 20.2% and the number of items sold increased by 16.0%.
§ Net sales totaled €781 million in 3Q15, up 9.1% on a constant currency basis compared to 3Q14. The growth rate was -6.7% after taking into account the negative exchange rate impact of -15.8%.
o Net sales at Cdiscount were up 8.1% (of which +1.4% was attributable to new international operations) on a high comparison basis, and partly reflected the Group’s emphasis on gross margin improvement during the quarter. Home furnishings and household appliances accounted for approximately half of direct sales and recorded double-digit growth. Marketplace commissions increased by 84% on the previous year.
Net sales coming from international operations were driven primarily by activity in Colombia, Thailand and Vietnam.
o Net sales at Cnova Brazil increased by 9.8% (on a constant currency basis). Development of all product categories to increase the overall portfolio and orient product mix toward higher margin categories continued at a satisfactory rate. Marketplace commissions grew by 255%.
§ Traffic rose to 406 million visits during 3Q15 (+27.5% on the year-ago period), of which approximately 75% is non-paid. Share of mobile devices in the traffic grew by 1,280 basis points to 40.2%.
§ The continued roll-out of customer preferred Click-&-Collect (“C&C”) pick-up points in all markets:
o C&C pick-up points in France surpassed 19,500 and included more than 500 pick-up points for large items (> 30 kg)
o Cnova Brazil continued to increase the number of C&C pick-up points (more than 1,250), while the take-up rate in São Paulo state on the Extra.com.br website was 15%.
24
Operating Performance
Consolidated Pro Forma (*) | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
Gross Revenue (1) | 14,189 | 14,905 | -4.8% | 44,476 | 45,481 | -2.2% | |
Net Revenue (1) | 12,929 | 13,532 | -4.5% | 40,475 | 41,153 | -1.6% | |
Gross Profit | 3,469 | 3,796 | -8.6% | 10,933 | 11,231 | -2.7% | |
Gross Margin | 26.8% | 28.1% | -130 bps | 27.0% | 27.3% | -30 bps | |
Selling Expenses | (2,475) | (2,381) | 3.9% | (7,559) | (7,133) | 6.0% | |
General and Administrative Expenses | (311) | (314) | -1.1% | (927) | (910) | 1.9% | |
Equity Income | 22 | 28 | -23.0% | 84 | 78 | 8.2% | |
Other Operating Revenue (Expenses) | (200) | (30) | 578.1% | (268) | (122) | 119.9% | |
Total Operating Expenses | (2,965) | (2,697) | 9.9% | (8,671) | (8,087) | 7.2% | |
% of Net Revenue | 22.9% | 19.9% | 300 bps | 21.4% | 19.7% | 170 bps | |
Depreciation (Logistic) | 27 | 23 | 17.5% | 84 | 67 | 24.1% | |
EBITDA | 532 | 1,122 | -52.6% | 2,346 | 3,211 | -26.9% | |
EBITDA Margin | 4.1% | 8.3% | -420 bps | 5.8% | 7.8% | -200 bps | |
Adjusted EBITDA (2) | 732 | 1,152 | -36.5% | 2,614 | 3,333 | -21.6% | |
Adjusted EBITDA Margin | 5.7% | 8.5% | -280 bps | 6.5% | 8.1% | -160 bps |
(1) Includes revenue from lease of commercial centers; (2) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.
(*) Cnova international operations started being consolidated into GPA in August 2014 and hence the 3Q15 results reflect 3 months of these operations, while 3Q14 results reflect only 2 months of operations. For comparison purposes, the table above and following comments reflect the 3Q15, 3Q14, 9M15 and 9M14 results excluding the consolidated results of Cnova (Cnova Brasil and international operations).
Gross margin reached 26.8% in the quarter, lower than in 3Q14, due to the lower contribution of Via Varejo in the Company’s gross profit.
The 3.4% increase in selling, general and administrative expenses, which was significantly below inflation in the period, reflects the Company's efforts to optimize expenses in both the Food segment and Via Varejo. Expenses in the quarter were impacted by expenses related to organic expansion, with the opening of 210 new stores in the last 12 months.
EBITDA adjusted by Other Operating Income and Expenses came to R$732 million, with margin of 5.7%, impacted by weaker consumption levels, mainly affecting Via Varejo.
25
Multivarejo | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
Gross Revenue (1) | 6,794 | 6,675 | 1.8% | 20,991 | 20,671 | 1.5% | |
Net Revenue (1) | 6,287 | 6,156 | 2.1% | 19,400 | 19,048 | 1.8% | |
Gross Profit | 1,758 | 1,767 | -0.5% | 5,385 | 5,283 | 1.9% | |
Gross Margin | 28.0% | 28.7% | -70 bps | 27.8% | 27.7% | 10 bps | |
Selling Expenses | (1,190) | (1,098) | 8.3% | (3,635) | (3,304) | 10.0% | |
General and Administrative Expenses | (161) | (163) | -1.2% | (469) | (467) | 0.5% | |
Equity Income | 16 | 20 | -20.9% | 61 | 55 | 11.4% | |
Other Operating Revenue (Expenses) | (80) | (15) | 446.3% | (184) | (106) | 72.5% | |
Total Operating Expenses | (1,415) | (1,256) | 12.7% | (4,227) | (3,822) | 10.6% | |
% of Net Revenue | 22.5% | 20.4% | 210 bps | 21.8% | 20.1% | 170 bps | |
Depreciation (Logistic) | 12 | 12 | 1.9% | 38 | 34 | 10.5% | |
EBITDA | 354 | 522 | -32.2% | 1,196 | 1,495 | -20.0% | |
EBITDA Margin | 5.6% | 8.5% | -290 bps | 6.2% | 7.9% | -170 bps | |
Adjusted EBITDA (2) | 434 | 537 | -19.1% | 1,380 | 1,602 | -13.9% | |
Adjusted EBITDA Margin | 6.9% | 8.7% | -180 bps | 7.1% | 8.4% | -130 bps |
(1) Includes revenue from lease of commercial centers; (2) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses
During the course of the year, the macroeconomic environment has significantly affected household consumption, yet Multivarejo has shown resilience and continues to post virtually stable margins since the start of the year.
Gross margin reached 28.0%, similar to the margin in the first half of the year, mainly resulting from continued competitive pricing efforts, especially in the Extra banner. In 9M15, gross margin increased slightly compared to 9M14 (+10 basis points), despite a more cautious consumption scenario.
Differently from previous periods, when selling, general and administrative expenses grow at around 10%, in 3Q15 these expenses grew 7.1%, lagging inflation in the period, as a result of initiatives being implemented since late-2Q15 to adjust the Company’s level of expenses, particularly rental renegotiation and optimization of advertising expenses. In addition, operational improvements at the stores, revamped processes and efficiencies in logistics enabled the streamlining of headcount with no impact on service level at the stores.
In the quarter, Adjusted EBITDA reached R$ 434 million, with margin of 6.9%, in line with the margin in the first half of the year, which shows an important stability at Multivarejo despite the worsening macroeconomic environment during the year. The EBITDA margin difference between the 3Q15 and 3Q14 is mainly related to the pressure of higher inflation on expenses and higher electricity expenses. As in the previous quarter, other operating income and expenses were mainly related to restructuring and write-off of property and equipment.
26
Assaí | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
Gross Revenue | 2,779 | 2,266 | 22.7% | 7,922 | 6,336 | 25.0% | |
Net Revenue | 2,564 | 2,097 | 22.3% | 7,321 | 5,874 | 24.6% | |
Gross Profit | 368 | 291 | 26.4% | 1,019 | 804 | 26.8% | |
Gross Margin | 14.4% | 13.9% | 50 bps | 13.9% | 13.7% | 20 bps | |
Selling Expenses | (235) | (194) | 20.9% | (686) | (549) | 25.0% | |
General and Administrative Expenses | (32) | (27) | 20.3% | (88) | (67) | 31.1% | |
Other Operating Revenue (Expenses) | (1) | (0) | 631.2% | 2 | (0) | n.a. | |
Total Operating Expenses | (269) | (222) | 21.3% | (771) | (616) | 25.2% | |
% of Net Revenue | 10.5% | 10.6% | -10 bps | 10.5% | 10.5% | 0 bps | |
Depreciation (Logistic) | 1 | 1 | 42.4% | 3 | 2 | 90.3% | |
EBITDA | 101 | 71 | 42.5% | 251 | 190 | 32.4% | |
EBITDA Margin | 3.9% | 3.4% | 50 bps | 3.4% | 3.2% | 20 bps | |
Adjusted EBITDA (1) | 102 | 71 | 44.1% | 249 | 190 | 31.0% | |
Adjusted EBITDA Margin | 4.0% | 3.4% | 60 bps | 3.4% | 3.2% | 20 b |
(1) EBITDA adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses
Assaí continued to post solid net sales growth of 22.3% in the quarter, for total net sales of R$ 2.564 billion, reflecting a combination of double-digit same-store sales growth and continuous organic expansion. The acceleration in customer traffic was one of the highlights in the period, driven by increased price sensibility on consumers side. Eight stores opened in the last 12 months and 10-12 stores are scheduled for opening in 2015.
In terms of operating efficiency, note that the Adjusted EBITDA grew 44.1%, outpacing sales growth in the period, which corroborates the consistency and solidity of the format. EBITDA margin was 4.0%, expanding by 60 basis points in the period. The solid EBITDA performance was driven by gross margin expansion, reaching 14.4% on the maturity of stores opened in the last 12 months, as well as on the reduction on selling, general and administrative expenses as percentage of net sales, from 10.6% in 3Q14 to 10.4% in 3Q15, despite the inflationary pressures on expenses, higher electricity costs and expenses with store expansion (8 stores opened in the last 12 months).
In 9M15, adjusted EBITDA amounted to R$249 million, up 31.0%, with margin of 3.4%, expansion of 20 basis points from 9M14.
It is important to mention that the cash generated in the last 12 months already allows the business unit to finance its strong organic growth.
27
Via Varejo (1) | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
Gross Revenue | 4,615 | 5,964 | -22.6% | 15,563 | 18,474 | -15.8% | |
Net Revenue | 4,077 | 5,280 | -22.8% | 13,755 | 16,230 | -15.3% | |
Gross Profit | 1,343 | 1,738 | -22.7% | 4,528 | 5,143 | -12.0% | |
Gross Margin | 32.9% | 32.9% | 0 bps | 32.9% | 31.7% | 120 bps | |
Selling Expenses | (1,050) | (1,089) | -3.5% | (3,238) | (3,280) | -1.3% | |
General and Administrative Expenses | (117) | (124) | -5.6% | (370) | (376) | -1.7% | |
Equity Income | 6 | 8 | -27.9% | 23 | 23 | 0.4% | |
Other Operating Revenue (Expenses) | (119) | (15) | 709.0% | (87) | (15) | 471.5% | |
Total Operating Expenses | (1,280) | (1,219) | 5.0% | (3,672) | (3,649) | 0.6% | |
% of Net Revenue | 31.4% | 23.1% | 830 bps | 26.7% | 22.5% | 420 bps | |
Depreciation (Logistic) | 15 | 11 | 31.9% | 42 | 31 | 35.3% | |
EBITDA | 77 | 529 | -85.5% | 898 | 1,526 | -41.1% | |
EBITDA Margin | 1.9% | 10.0% | -810 bps | 6.5% | 9.4% | -290 bps | |
Adjusted EBITDA (2) | 196 | 544 | -64.0% | 985 | 1,541 | -36.1% | |
Adjusted EBITDA Margin | 4.8% | 10.3% | -550 bps | 7.2% | 9.5% | -230 bps |
(1) Some figures in this earnings release differ from those presented in the Via Varejo release due to the effects of intercompany transactions; (2) EBITDA adjusted by the line “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses.
Despite a scenario of a sharp decline in consumption, gross margin remained stable in relation to 3Q14 as a result of: i) decrease of 150 bps in margin from goods to adjust sales competitiveness; ii) increase in penetration of services on the sale of goods, due to sales force training programs, pricing strategy and sales campaings; iii) maturation of new revenue streams from freight and assembling; and iv) other gains such as logistics and commercial synergies with other group companies.
During the quarter, the Company intensified the cost reduction measures it launched in 2Q15 to adjust the cost structure to current sales levels, and mitigate inflationary pressures for lower dilution of fixed expenses, notable among them being:
§ Optimization of headcount, with the reduction of approximately 6,000 jobs in 3Q15 and around 11,000 jobs in the year;
§ Closure of 31 stores in the quarter with high operating costs and negative contribution margin, totaling 36 store closures in the year (excluding closures related to the decision of Brazil’s antitrust authority CADE)
§ In 9M15, one distribution center and five warehouses were closed to optimize the logistics network;
§ Renegotiation of approximately 40% of total store lease agreements.
Other operating income and expenses totaled R$119 million in the quarter, related to costs with the Company's restructuring initiatives.
It is noteworthy that the savings with the cost reduction initiatives have not been fully captured in the 3T15.
Adjusted EBITDA stood at R$196 million in the quarter, with margin of 4.8%.
28
The following comments are part of the Cnova earnings release published on October 28, 2015. Amounts are in Euros, which is the reporting currency of this entity, and refer to the consolidated results of Cnova N.V on comparable bases (Cnova international operations are fully reflected in 3Q14). They therefore differ from GPA’s consolidated results in 3Q14, which reflect the consolidation of Cdiscount in Cnova only for the months of August and September.
Cnova |
Key Figures |
Sept. 30, 20152 |
Sept. 30, 20142 | ||
|
||||
3rd quarter: |
|
|
|
|
Gross merchandise volume (GMV) |
|
1,121 |
|
1,094 |
Net sales |
|
781 |
|
837 |
Gross profit |
97 |
113 | ||
Gross margin |
12.5% |
13.5% | ||
Gross margin (like-for-like*) |
|
12.6% |
|
13.6% |
SG&A |
(119) |
(113) | ||
Operating EBIT |
(22) |
0 | ||
o/w: France |
|
1 |
|
(4) |
Brazil |
|
(14) |
|
6 |
International** |
|
(6) |
|
(1) |
Net profit/(loss) for the period |
|
(36.6) |
|
(15.3) |
Adjusted EPS1 |
|
(0.06) |
|
(0.03) |
|
|
|
|
|
Last 12 months: |
|
|
|
|
Net cash from continuing operating activities |
109 |
132 | ||
o/w Change in Operating Working Capital |
|
137 |
|
86 |
Capex |
|
(85) |
|
(65) |
Free cash flow |
|
23 |
67 |
* Like-for-like: excluding the impact from international expansion outside of France and Brazil
**Colombia, Thailand, Vietnam, Ivory Coast, Senegal and Cameroon.
(1) Non-GAAP financial measure. (2) Financial results for Panama, Ecuador, MonCornerKids and MonCornerJardin were discontinued as of July 1, 2015; there is no impact on 2014 as these activities did not exist at that time. MonShowroom has been re-classified as a discontinued activity (IFRS 5) as of January 1, 2014.
Gross profit was resilient and totaled €97 million with an associated gross margin of 12.5% (12.6% like-for-like, that is, excluding the impact from international expansion outside France and Brazil).
§ Gross profit at Cdiscount France increased more than 20% and the gross margin improved by 186 basis points thanks to the growing marketplace offer as well as lower promotional activity during the 3rd quarter 2015.
§ At Cnova Brazil, the sharp slowdown in consumer demand combined with an aggressive pricing environment to more than offset the positive impact of marketplace expansion. As a result, gross margin declined by 352 basis points.
SG&A costs increased to €119 million (15.2% of net sales compared to 13.4% of net sales in 3Q14). Most of this increase (€6 million) was related to new costs associated with international operations. On a like-for-like basis, SG&A costs increased 1.0% including higher marketing expenses as well as higher IT spend for platform upgrades, especially in mobile technology.
29
As a result, operating EBIT totaled €(22) million, including Cdiscount France at +€1 million and Cnova Brazil at €(14) million. After taking into account other expenses of €7 million (mostly restructuring costs related to Panama/Ecuador/Kids and Garden operations closure and impairment of obsolete IT platform assets), total operating profit during the quarter was €(29) million.
Net financial expense was €17 million, stable (-1.1%). The increase in the Brazilian interest rate (SELIC) in the period was offset partially by lower average number of installments in Cnova Brazil sales (7.2 average installments in 3Q15, down from 7.8 average installments in 3Q14).
Net loss including discontinued activities amounted to € (37) million with an adjusted EPS of € (0.06).
Cash Management
On a trailing twelve month basis:
Net cash from continuing operating activities at September 30, 2015 amounted to €109 million (versus €132 million for the same period at September, 2014) and included a positive change in operating working capital of +€137 million (+€86 million in 2014).
Capex (purchase of property, equipment and intangible assets) increased by €20 million to €85 million and represented 2.4% net sales at September 30, 2015. The increase was due primarily to enhancements to the IT platforms and mobile technology. 3Q15 capex was lower y-o-y as management is placing even more emphasis on cash control in the current environment.
As a result, free cash flow remained positive at €23 million.
Action plan Brazil:
Given the new market condition in Brazil, Cnova is putting into place an action plan designed primarily along the following three lines:
· Promotions policy: fine tune to achieve a better growth/margin balance
· Product catalogue expansion: increase high margin references
· Logistics operations: cost cutting (e.g. closure of Aldeia DC), increase productivity and reduce inventory shortages.
Outlook
In the near-term, visibility in Brazil is extremely low, and this is not currently expected to improve by the end of the year. As a result, the Company is providing no 4th quarter 2015 outlook; it is focusing on operational management and concentrating its efforts on finding the right balance between top line growth and profitability while maximizing free cash flow generation.
30
Financial Result
Consolidated | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
Financial Revenue | 185 | 159 | 17.0% | 637 | 491 | 29.6% | |
Financial Expenses | (530) | (536) | -1.2% | (1,676) | (1,569) | 6.8% | |
Cost of Sale of Receivables of Credit Card | (109) | (171) | -35.8% | (428) | (536) | -20.0% | |
Cost of Discount of Receivables of Payment Book | (79) | (87) | -9.1% | (246) | (251) | -2.0% | |
Cost of Debt and Others | (341) | (279) | 22.5% | (1,002) | (783) | 27.9% | |
Net Financial Revenue (Expenses) | (344) | (378) | -8.8% | (1,039) | (1,078) | -3.6% | |
% of Net Revenue | 2.1% | 2.4% | -30 bps | 2.1% | 2.3% | -20 bps |
Net financial revenue (expense) decreased 8.8% in the quarter to R$344 million, despite the 29.2% hike in interest rate (average CDI rate).
The main variations in net financial result were:
§ Increase of R$ 26 million in financial revenue or 17%, below the hike in CDI, due to the lower average cash position in the quarter;
§ Reduction of R$70 million in the cost of sale of credit card and payment book receivables, due to:
(i) the cash management strategy adopted by the Company which has the effect of reducing the frequency of advancing of credit card receivables and, consequently, the volume discounted; and
(ii) the impact of lower sales at Via Varejo on total volume of receivables;
§ Increase of R$62 million in the cost of debt and others, below the hike in CDI.
As a ratio of net revenue, net financial result decreased from 2.4% in 3Q14 to 2.1% in 3Q15.
31
Net Income
Consolidated | |||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | |
EBITDA | 445 | 1,167 | -61.9% | 2,058 | 3,307 | -37.8% | |
Depreciation (Logistic) | (34) | (26) | 30.6% | (102) | (77) | 32.9% | |
Depreciation and Amortization | (245) | (207) | 18.5% | (716) | (589) | 21.5% | |
Net Financial Revenue (Expenses) | (344) | (378) | -8.8% | (1,039) | (1,078) | -3.6% | |
Income (Loss) before Income Tax | (178) | 557 | n.a. | 201 | 1,563 | -87.2% | |
Income Tax | 57 | (166) | n.a. | (100) | (476) | -79.0% | |
Net Income (Loss) - Company | (122) | 391 | n.a. | 101 | 1,087 | -90.7% | |
Net Margin | -0.8% | 2.5% | -330 bps | 0.2% | 2.4% | -220 bps | |
Net Income (Loss) - Controlling Shareholders | (7) | 277 | n.a. | 245 | 785 | -68.7% | |
Net Margin - Controllings Shareholders | 0.0% | 1.8% | -180 bps | 0.5% | 1.7% | -120 bps | |
Other Operating Revenue (Expenses) | (232) | (18) | 1199.3% | (385) | (110) | 248.7% | |
Income Tax from Other Operating Revenues (Expenses) and Income Tax from Nonrecurring | 62 | 12 | 414.3% | 82 | 32 | 159.3% | |
Adjusted Net Income - Company (1) | 49 | 396 | -87.7% | 403 | 1,166 | -65.4% | |
Adjusted Net Margin - Company | 0.3% | 2.5% | -220 bps | 0.8% | 2.5% | -170 bps | |
Adjusted Net Income - Controlling Shareholders (1) | 99 | 283 | -64.9% | 448 | 857 | -47.8% | |
Adjusted Net Margin - Controlling Shareholders | 0.6% | 1.8% | -120 bps | 0.9% | 1.9% | -100 bps |
(1) Net Income adjusted by “Other Operating Income and Expenses”, thus eliminating nonrecurring income and expenses
Cnova international operations started being consolidated into GPA in August 2014 and hence for comparison purposes, note that the results of these operations were not fully reflected in 3Q14. On a comparable basis, i.e. excluding the consolidated results of Cnova (Cnova Brasil and international operations) in 3Q15 and 3Q14, net income came to R$32 million, with net margin of 0.2%.
The quarter was mainly affected by the following factors:
i) Via Varejo results, which have been negatively impacted by the decline in the consumption of durable goods;
ii) Other operating income and expenses related chiefly to restructuring expenses (adjustments to the Company’s structure and store closures).
The Company’s net income, excluding other operating income and expenses mentioned above, came to R$49 million, while net income of controlling shareholders came to R$99 million.
32
Indebtedness
Consolidated | |||
(R$ million) | 09.30.2015 | 09.30.2014 | |
Short Term Debt | (2,093) | (2,999) | |
Loans and Financing | (817) | (1,149) | |
Debentures | (1,276) | (1,850) | |
Long Term Debt | (4,267) | (3,817) | |
Loans and Financing | (3,370) | (1,719) | |
Debentures | (897) | (2,097) | |
Total Gross Debt | (6,360) | (6,815) | |
Cash and Financial investments | 5,414 | 6,601 | |
Net Debt | (946) | (214) | |
EBITDA (1) | 3,680 | 4,615 | |
Net Debt / EBITDA(1) | -0.26x | -0.05x | |
Payment Book - Short Term | (2,153) | (2,627) | |
Payment Book - Long Term | (122) | (120) | |
Net Debt with Payment Book | (3,221) | (2,961) | |
Net Debt with Payment Book / EBITDA(1) | -0.88x | -0.64x | |
On balance Credit Card Receivables | 1,230 | 317 | |
Net Debt with Payment Book and Credit Card Receivables not sold(2) | (1,991) | (2,644) | |
Net Debt with Payment Book and Credit Card Receivables not sold(2) / EBITDA(1) | -0.54x | -0.57x |
(1) EBITDA in the last 12 months.
(2) Including R$1,230 million credit card receivables not sold in the quarter, for comparison purpose with the 3Q14.
The Company ended 3Q15 with a lower leverage level than in the same period the previous year and a significant balance of cash and financial investments, which demonstrates the Group’s solid financial health.
Cash reserve and financial investments came to R$5.4 billion, besides the R$1.2 billion of receivables that were not sold in the quarter.
Net debt to EBITDA ratio decreased from 0.57 times in 3Q14 to 0.54 times in 3Q15, driven by the R$653 million decrease in net debt, including the payment book operation and balance of credit card receivables not sold.
The debt maturity profile, including the payment book operation, was lengthened by 165 days compared to on September 30, 2014.
The Company had its rating reaffirmed by Standard & Poor’s (brAA+ positive outlook) in September 2015 and by Fitch (brAA+ stable outlook) in October 2015.
33
Simplified Cash Flow Statement
Consolidated | |||||
(R$ million) | 3Q15 | 3Q14 | 9M15 | 9M14 | |
Cash Balance at beginning of period | 6,811 | 5,356 | 11,149 | 8,367 | |
Cash Flow from operating activities | (808) | 769 | (3,268) | 48 | |
EBITDA | 445 | 1,167 | 2,058 | 3,307 | |
Cost of Sale of Receivables | (188) | (256) | (674) | (786) | |
Working Capital | (1,337) | (381) | (3,816) | (2,435) | |
Assets and Liabilities Variation | 272 | 239 | (836) | (38) | |
Cash flow from investment activities | (443) | (308) | (1,388) | (869) | |
Net Investment | (487) | (512) | (1,439) | (1,073) | |
Acquisition and Others | 44 | 204 | 51 | 204 | |
Change on net cash after investments | (1,251) | 461 | (4,656) | (821) | |
Cash Flow from financing activities | (316) | 785 | (1,252) | (945) | |
Dividends payments and others | (39) | (36) | (397) | (222) | |
Net Payments | (277) | 821 | (855) | (723) | |
Change on net cash | (1,568) | 1,245 | (5,908) | (1,766) | |
Exchange rate | 171 | - | 173 | - | |
Cash Balance at end of period | 5,414 | 6,601 | 5,414 | 6,601 | |
Net debt | (946) | (214) | (946) | (214) |
Cash balance at the close of 3Q15 was R$5.4 billion. The variation from the same period last year is due to the cash management strategy of a lower sale of receivables. As a result, accounts receivable increased 8 days(1) between 3Q14 and 3Q15 and negatively affected the working capital by R$1.2 billion.
The Company continued to demonstrate significant financial strength during the year with the cash disbursement of almost R$ 180 million(2) in the quarter despite the challenging scenario.
(1) In COGS days
(2) For comparison purposes, includes credit card receivables not sold in working capital, in the amount of R$ 1.230 million in 3Q15 and R$ 317 million in 3Q14.
34
Capital Expenditure (Capex)
Consolidated | Food Businesses | Via Varejo | |||||||||||||
(R$ million) | 3Q15 | 3Q14 | Δ | 9M15 | 9M14 | Δ | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | |||
New stores and land acquisition | 158 | 132 | 19.0% | 416 | 354 | 17.6% | 140 | 104 | 35.0% | 17 | 29 | -39.7% | |||
Store renovations and conversions | 155 | 88 | 76.1% | 448 | 218 | 105.2% | 137 | 53 | 158.8% | 18 | 36 | -49.4% | |||
Infrastructure and Others | 187 | 297 | -37.0% | 626 | 539 | 16.2% | 89 | 177 | -49.7% | 34 | 79 | -57.0% | |||
Non-cash Effect | |||||||||||||||
Financing Assets | 10 | 15 | -32.5% | 6 | 9 | -33.4% | 10 | 15 | -32.5% | - | - | n.a. | |||
Total | 510 | 532 | -4.3% | 1,496 | 1,120 | 33.6% | 376 | 349 | 7.9% | 69 | 144 | -51.7% |
The Group’s investments totaled R$510 million in the quarter, of which 74% was invested in the Food segment and 14% in Via Varejo.
In the Food segment, in line with the organic growth strategy, 18 new stores were opened in the quarter, including 7 Minimercado Extra, 6 Minuto Pão de Açúcar, 4 Pão de Açúcar and 1 Assaí store. Besides continuing with the plan to renovate Extra stores (52 stores renovated to date: 28 Hypermarkets and 24 Supermarkets), the Company also renovated Pão de Açúcar and Assaí stores.
At Via Varejo, the “Crescer Mais” Project initiatives were intensified amidst a scenario of steep decline in consumption: i) renovation of the furniture category in 56 stores; ii) renovation of the telephony category in 100 stores; iii) strengthening of the Ponto Frio banner through improvements in operations and financial services, and the conversion of 36 stores to better position them for Casas Bahia. It is important to mention the opening of five more Casas Bahia stores.
For 2015, the Company’s target is to open: 70 Proximity stores, 10 to 12 Assaí stores and 5 Pão de Açúcar stores. It also plans to maintain the pace of renovations in the Food segment during the year, while strengthening initiatives of the “Crescer Mais” project for Via Varejo.
35
Dividends
Dividends 3Q15
The Board of Directors meeting held on October 29, 2015 approved the distribution of interim dividends based on the net income recorded on the balance sheet of September 30, 2015, in the amount of R$38.5 million, which corresponds to R$0.15 per preferred share and R$0.136365 per common share.
Shareholders of record on October 30, 2015 will be entitled to the dividends. As of November 03, 2015, the shares will trade ex-dividends. Dividends will be paid on November 11, 2015.
36
Appendix I – Definitions used in this document
Company’s Business Units: The Company’s business is divided into four units - Retail, Cash & Carry, Electro (sale of electronics and home appliances in brick-and-mortar stores) and E-commerce – grouped as follows:
Same-store sales: The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months. Acquisitions in their first 12 months of operation are not included in the same-store calculation base.
Growth and changes: The growth and changes presented in this document refer to variations from the same period of the previous year, except where stated otherwise.
EBITDA: EBITDA is calculated in accordance with Instruction 527 issued by the Securities and Exchange Commission of Brazil (CVM) on October 4, 2012.
Adjusted EBITDA: Measure of profitability calculated by excluding Other Operating Income and Expenses from EBITDA. Management uses this measure because it believes it eliminates nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.
Adjusted net income: Measure of profitability calculated as Net Income excluding Other Operating Income and Expenses and excluding the effects on Income and Social Contribution Taxes. Also excluded are the effects of nonrecurring direct income tax. Management uses this metric given its understanding that it eliminates any nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.
37
BALANCE SHEET | |||||||
ASSETS | |||||||
Consolidated | Food Businesses | ||||||
(R$ million) | 09.30.2015 | 06.30.2015 | 09.30.2014 | 09.30.2015 | 06.30.2015 | 09.30.2014 | |
Current Assets | 19,744 | 19,482 | 18,329 | 7,497 | 7,041 | 6,998 | |
Cash and Marketable Securities | 5,414 | 6,811 | 6,601 | 2,667 | 2,408 | 2,884 | |
Accounts Receivable | 3,776 | 2,662 | 2,931 | 179 | 151 | 147 | |
Credit Cards | 1,230 | 172 | 317 | 57 | 39 | 47 | |
Payment book | 1,834 | 1,987 | 2,208 | - | - | - | |
Sales Vouchers and Others | 874 | 692 | 571 | 108 | 104 | 85 | |
Allowance for Doubtful Accounts | (370) | (331) | (325) | (1) | (1) | (1) | |
Resulting from Commercial Agreements | 208 | 142 | 160 | 15 | 9 | 15 | |
Inventories | 8,663 | 8,250 | 7,455 | 4,032 | 3,852 | 3,569 | |
Recoverable Taxes | 1,106 | 991 | 750 | 244 | 213 | 146 | |
Noncurrent Assets for Sale | 15 | 22 | 22 | 8 | 8 | 8 | |
Dividends Receivable | - | 27 | - | - | 19 | - | |
Expenses in Advance and Other Accounts Receivables | 770 | 719 | 570 | 367 | 390 | 245 | |
Noncurrent Assets | 22,713 | 22,155 | 20,899 | 15,877 | 15,624 | 15,663 | |
Long-Term Assets | 5,368 | 5,048 | 4,690 | 2,146 | 2,057 | 2,531 | |
Accounts Receivables | 89 | 78 | 96 | - | - | - | |
Payment Book | 99 | 87 | 105 | - | - | - | |
Allowance for Doubtful Accounts | (10) | (9) | (9) | - | - | - | |
Inventories | - | - | 172 | - | - | 172 | |
Recoverable Taxes | 2,664 | 2,507 | 1,663 | 608 | 555 | 386 | |
Deferred Income Tax and Social Contribution | 568 | 500 | 861 | 79 | 84 | 339 | |
Amounts Receivable from Related Parties | 358 | 357 | 264 | 218 | 195 | 445 | |
Judicial Deposits | 1,023 | 945 | 912 | 593 | 578 | 522 | |
Expenses in Advance and Others | 667 | 661 | 723 | 648 | 644 | 667 | |
Investments | 504 | 482 | 393 | 329 | 313 | 339 | |
Property and Equipment | 10,192 | 10,023 | 9,396 | 8,634 | 8,482 | 8,028 | |
Intangible Assets | 6,649 | 6,602 | 6,419 | 4,768 | 4,771 | 4,766 | |
TOTAL ASSETS | 42,458 | 41,637 | 39,228 | 23,374 | 22,665 | 22,661 | |
LIABILITIES | |||||||
Consolidated | Food Businesses | ||||||
09.30.2015 | 06.30.2015 | 09.30.2014 | 09.30.2015 | 06.30.2015 | 09.30.2014 | ||
Current Liabilities | 20,110 | 19,213 | 17,285 | 7,282 | 6,812 | 6,455 | |
Suppliers | 10,737 | 10,231 | 8,261 | 3,822 | 3,662 | 2,910 | |
Loans and Financing | 817 | 781 | 1,149 | 424 | 418 | 1,052 | |
Payment Book (CDCI) | 2,153 | 2,311 | 2,627 | - | - | - | |
Debentures | 1,276 | 1,681 | 1,850 | 1,276 | 1,260 | 1,031 | |
Payroll and Related Charges | 914 | 805 | 1,010 | 505 | 432 | 500 | |
Taxes and Social Contribution Payable | 768 | 684 | 733 | 198 | 166 | 222 | |
Dividends Proposed | 1 | 1 | 1 | 1 | 1 | 1 | |
Financing for Purchase of Fixed Assets | 64 | 72 | 31 | 64 | 72 | 31 | |
Rents | 103 | 92 | 65 | 69 | 69 | 65 | |
Acquisition of Companies | 71 | 77 | 72 | 70 | 77 | 72 | |
Debt with Related Parties | 1,647 | 1,286 | 318 | 277 | 316 | 363 | |
Advertisement | 62 | 78 | 63 | 32 | 34 | 24 | |
Provision for Restructuring | 8 | 8 | 3 | 7 | 6 | 3 | |
Advanced Revenue | 306 | 311 | 139 | 104 | 119 | 34 | |
Others | 1,181 | 795 | 964 | 432 | 180 | 148 | |
Long-Term Liabilities | 8,274 | 7,767 | 8,143 | 6,442 | 5,997 | 6,533 | |
Loans and Financing | 3,370 | 2,854 | 1,719 | 2,961 | 2,431 | 1,550 | |
Payment Book (CDCI) | 122 | 99 | 120 | - | - | - | |
Debentures | 897 | 897 | 2,097 | 897 | 897 | 2,097 | |
Financing for Purchase of Assets | 4 | 4 | 8 | 4 | 4 | 8 | |
Acquisition of Companies | - | 62 | 54 | - | 62 | 54 | |
Deferred Income Tax and Social Contribution | 1,195 | 1,214 | 1,129 | 1,166 | 1,185 | 1,127 | |
Tax Installments | 580 | 587 | 954 | 580 | 587 | 915 | |
Provision for Contingencies | 1,395 | 1,310 | 1,153 | 769 | 760 | 580 | |
Advanced Revenue | 653 | 690 | 810 | 29 | 36 | 111 | |
Others | 59 | 51 | 98 | 36 | 35 | 91 | |
Shareholders' Equity | 14,074 | 14,657 | 13,801 | 9,650 | 9,857 | 9,673 | |
Capital | 6,806 | 6,805 | 6,789 | 4,842 | 4,708 | 5,062 | |
Capital Reserves | 300 | 291 | 265 | 300 | 291 | 265 | |
Profit Reserves | 3,454 | 3,714 | 3,181 | 3,454 | 3,714 | 3,181 | |
Adjustment of Equity Valuation | (93) | (11) | - | (93) | (11) | - | |
Minority Interest | 3,605 | 3,858 | 3,566 | 1,146 | 1,154 | 1,165 | |
TOTAL LIABILITIES | 42,458 | 41,637 | 39,228 | 23,374 | 22,665 | 22,661 |
38
INCOME STATEMENT | |||||||||||||||||||
Consolidated |
Food Businesses | Multivarejo | Assaí | Via Varejo | |||||||||||||||
R$ - Million | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | 3Q15 | 3Q14 | Δ | ||||
Gross Revenue (1) | 17,856 | 17,356 | 2.9% | 9,574 | 8,941 | 7.1% | 6,794 | 6,675 | 1.8% | 2,779 | 2,266 | 22.7% | 4,615 | 5,964 | -22.6% | ||||
Net Revenue (1) | 16,061 | 15,649 | 2.6% | 8,852 | 8,253 | 7.3% | 6,287 | 6,156 | 2.1% | 2,564 | 2,097 | 22.3% | 4,077 | 5,280 | -22.8% | ||||
Cost of Goods Sold | (12,269) | (11,608) | 5.7% | (6,713) | (6,182) | 8.6% | (4,518) | (4,377) | 3.2% | (2,195) | (1,805) | 21.6% | (2,720) | (3,531) | -23.0% | ||||
Depreciation (Logistic) | (34) | (26) | 30.6% | (13) | (12) | 4.4% | (12) | (12) | 1.9% | (1) | (1) | 42.4% | (15) | (11) | 31.9% | ||||
Gross Profit | 3,758 | 4,015 | -6.4% | 2,126 | 2,058 | 3.3% | 1,758 | 1,767 | -0.5% | 368 | 291 | 26.4% | 1,343 | 1,738 | -22.7% | ||||
Selling Expenses | (2,695) | (2,513) | 7.2% | (1,425) | (1,293) | 10.2% | (1,190) | (1,098) | 8.3% | (235) | (194) | 20.9% | (1,050) | (1,089) | -3.5% | ||||
General and Administrative Expenses | (442) | (370) | 19.6% | (194) | (190) | 1.8% | (161) | (163) | -1.2% | (32) | (27) | 20.3% | (117) | (124) | -5.6% | ||||
Equity Income | 22 | 27 | -18.4% | 16 | 20 | -20.9% | 16 | 20 | -20.9% | - | - | n.a. | 6 | 8 | -27.9% | ||||
Other Operating Revenue (Expenses) | (232) | (18) | 1199.3% | (81) | (15) | 448.6% | (80) | (15) | 446.3% | (1) | (0) | 631.2% | (119) | (15) | 709.0% | ||||
Total Operating Expenses | (3,347) | (2,874) | 16.5% | (1,684) | (1,478) | 14.0% | (1,415) | (1,256) | 12.7% | (269) | (222) | 21.3% | (1,280) | (1,219) | 5.0% | ||||
Depreciation and Amortization | (245) | (207) | 18.5% | (172) | (157) | 9.2% | (147) | (138) | 7.2% | (24) | (20) | 23.0% | (45) | (35) | 29.3% | ||||
Earnings before interest and Taxes - EBIT | 166 | 934 | -82.3% | 270 | 423 | -36.2% | 195 | 373 | -47.7% | 75 | 50 | 50.3% | 17 | 483 | -96.4% | ||||
Financial Revenue | 185 | 159 | 17.0% | 81 | 73 | 10.5% | 71 | 69 | 2.7% | 10 | 4 | 139.9% | 90 | 99 | -9.8% | ||||
Financial Expenses | (530) | (536) | -1.2% | (286) | (244) | 17.0% | (257) | (225) | 14.3% | (29) | (19) | 47.8% | (158) | (247) | -35.9% | ||||
Net Financial Result | (344) | (378) | -8.8% | (205) | (171) | 19.7% | (186) | (156) | 19.4% | (19) | (15) | 22.6% | (69) | (147) | -53.5% | ||||
Income Before Income Tax | (178) | 557 | n.a. | 65 | 252 | -74.1% | 9 | 217 | -95.9% | 56 | 35 | 62.5% | (51) | 336 | n.a. | ||||
Income Tax | 57 | (166) | n.a. | (21) | (67) | -69.1% | (2) | (55) | -96.9% | (19) | (12) | 56.2% | 39 | (112) | n.a. | ||||
Net Income (Loss) - Company | (122) | 391 | n.a. | 44 | 185 | -75.9% | 7 | 162 | -95.6% | 37 | 22 | 65.9% | (12) | 224 | n.a. | ||||
Minority Interest - Noncontrolling | (115) | 114 | n.a. | (7) | (5) | 35.3% | (7) | (5) | 35.3% | - | - | n.a. | (7) | 127 | n.a. | ||||
Net Income (Loss) - Controlling Shareholders | (7) | 277 | n.a. | 51 | 190 | -72.9% | 14 | 167 | -91.5% | 37 | 22 | 65.9% | (5) | 97 | n.a. | ||||
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA | 445 | 1,167 | -61.9% | 455 | 593 | -23.3% | 354 | 522 | -32.2% | 101 | 71 | 42.5% | 77 | 529 | -85.5% | ||||
Adjusted EBITDA (3) | 677 | 1,185 | -42.9% | 536 | 608 | -11.8% | 434 | 537 | -19.1% | 102 | 71 | 44.1% | 196 | 544 | -64.0% | ||||
Consolidated | Food Businesses | Multivarejo | Assaí | Via Varejo | |||||||||||||||
% of Net Revenue | |||||||||||||||||||
3Q15 | 3Q14 | 3Q15 | 3Q14 | 3Q15 | 3Q14 | 3Q15 | 3Q14 | 3Q15 | 3Q14 | ||||||||||
Gross Profit | 23.4% | 25.7% | 24.0% | 24.9% | 28.0% | 28.7% | 14.4% | 13.9% | 32.9% | 32.9% | |||||||||
Selling Expenses | 16.8% | 16.1% | 16.1% | 15.7% | 18.9% | 17.8% | 9.2% | 9.3% | 25.8% | 20.6% | |||||||||
General and Administrative Expenses | 2.8% | 2.4% | 2.2% | 2.3% | 2.6% | 2.7% | 1.3% | 1.3% | 2.9% | 2.4% | |||||||||
Equity Income | 0.1% | 0.2% | 0.2% | 0.2% | 0.3% | 0.3% | 0.0% | 0.0% | 0.1% | 0.2% | |||||||||
Other Operating Revenue (Expenses) | 1.4% | 0.1% | 0.9% | 0.2% | 1.3% | 0.2% | 0.1% | 0.0% | 2.9% | 0.3% | |||||||||
Total Operating Expenses | 20.8% | 18.4% | 19.0% | 17.9% | 22.5% | 20.4% | 10.5% | 10.6% | 31.4% | 23.1% | |||||||||
Depreciation and Amortization | 1.5% | 1.3% | 1.9% | 1.9% | 2.3% | 2.2% | 1.0% | 0.9% | 1.1% | 0.7% | |||||||||
EBIT | 1.0% | 6.0% | 3.1% | 5.1% | 3.1% | 6.1% | 2.9% | 2.4% | 0.4% | 9.2% | |||||||||
Net Financial Revenue (Expenses) | 2.1% | 2.4% | 2.3% | 2.1% | 3.0% | 2.5% | 0.7% | 0.7% | 1.7% | 2.8% | |||||||||
Income Before Income Tax | 1.1% | 3.6% | 0.7% | 3.1% | 0.1% | 3.5% | 2.2% | 1.7% | 1.3% | 6.4% | |||||||||
Income Tax | 0.4% | 1.1% | 0.2% | 0.8% | 0.0% | 0.9% | 0.7% | 0.6% | 1.0% | 2.1% | |||||||||
Net Income - Company | -0.8% | 2.5% | 0.5% | 2.2% | 0.1% | 2.6% | 1.5% | 1.1% | -0.3% | 4.3% | |||||||||
Minority Interest - noncontrolling | -0.7% | 0.7% | -0.1% | -0.1% | -0.1% | -0.1% | 0.0% | 0.0% | -0.2% | 2.4% | |||||||||
Net Income - Controlling Shareholders(2) | 0.0% | 1.8% | 0.6% | 2.3% | 0.2% | 2.7% | 1.5% | 1.1% | -0.1% | 1.8% | |||||||||
EBITDA | 2.8% | 7.5% | 5.1% | 7.2% | 5.6% | 8.5% | 3.9% | 3.4% | 1.9% | 10.0% | |||||||||
Adjusted EBITDA (3) | 4.2% | 7.6% | 6.1% | 7.4% | 6.9% | 8.7% | 4.0% | 3.4% | 4.8% | 10.3% | |||||||||
(1) Includes revenue from the leasing of commercial galleries. Figures for prior periods were reclassified for comparison purposes. | |||||||||||||||||||
(2)Net Income after noncontrolling shareholders | |||||||||||||||||||
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items. |
39
INCOME STATEMENT | |||||||||||||||||||
Consolidated |
Food Businesses | Multivarejo | Assaí | Via Varejo | |||||||||||||||
R$ - Million | 9M15 | 9M14 | Δ | 9M15 | 9M14 | Δ | 9M15 | 9M14 | Δ | 9M15 | 9M14 | Δ | 9M15 | 9M14 | Δ | ||||
Gross Revenue (1) | 54,943 | 50,862 | 8.0% | 28,913 | 27,007 | 7.1% | 20,991 | 20,671 | 1.5% | 7,922 | 6,336 | 25.0% | 15,563 | 18,474 | -15.8% | ||||
Net Revenue (1) | 49,405 | 45,860 | 7.7% | 26,721 | 24,923 | 7.2% | 19,400 | 19,048 | 1.8% | 7,321 | 5,874 | 24.6% | 13,755 | 16,230 | -15.3% | ||||
Cost of Goods Sold | (37,569) | (34,084) | 10.2% | (20,275) | (18,799) | 7.8% | (13,977) | (13,731) | 1.8% | (6,298) | (5,069) | 24.3% | (9,184) | (11,056) | -16.9% | ||||
Depreciation (Logistic) | (102) | (77) | 32.9% | (42) | (36) | 14.5% | (38) | (34) | 10.5% | (3) | (2) | 90.3% | (42) | (31) | 35.3% | ||||
Gross Profit | 11,734 | 11,700 | 0.3% | 6,404 | 6,087 | 5.2% | 5,385 | 5,283 | 1.9% | 1,019 | 804 | 26.8% | 4,528 | 5,143 | -12.0% | ||||
Selling Expenses | (8,180) | (7,396) | 10.6% | (4,321) | (3,853) | 12.2% | (3,635) | (3,304) | 10.0% | (686) | (549) | 25.0% | (3,238) | (3,280) | -1.3% | ||||
General and Administrative Expenses | (1,297) | (1,039) | 24.8% | (557) | (534) | 4.4% | (469) | (467) | 0.5% | (88) | (67) | 31.1% | (370) | (376) | -1.7% | ||||
Equity Income | 84 | 76 | 10.4% | 61 | 55 | 11.4% | 61 | 55 | 11.4% | - | - | n.a. | 23 | 23 | 0.4% | ||||
Other Operating Revenue (Expenses) | (385) | (110) | 248.7% | (182) | (107) | 69.9% | (184) | (106) | 72.5% | 2 | (0) | n.a. | (87) | (15) | 471.5% | ||||
Total Operating Expenses | (9,778) | (8,469) | 15.5% | (4,999) | (4,438) | 12.6% | (4,227) | (3,822) | 10.6% | (771) | (616) | 25.2% | (3,672) | (3,649) | 0.6% | ||||
Depreciation and Amortization | (716) | (589) | 21.5% | (506) | (466) | 8.7% | (435) | (409) | 6.5% | (71) | (57) | 24.2% | (132) | (103) | 28.3% | ||||
Earnings before interest and Taxes - EBIT | 1,240 | 2,641 | -53.1% | 900 | 1,183 | -24.0% | 723 | 1,052 | -31.3% | 177 | 131 | 35.1% | 724 | 1,392 | -48.0% | ||||
Financial Revenue | 637 | 491 | 29.6% | 297 | 255 | 16.5% | 280 | 243 | 15.3% | 18 | 13 | 40.6% | 267 | 269 | -0.7% | ||||
Financial Expenses | (1,676) | (1,569) | 6.8% | (844) | (701) | 20.5% | (768) | (647) | 18.6% | (77) | (53) | 44.1% | (611) | (743) | -17.7% | ||||
Net Financial Revenue (Expenses) | (1,039) | (1,078) | -3.6% | (547) | (445) | 22.8% | (488) | (405) | 20.5% | (59) | (41) | 45.2% | (344) | (474) | -27.4% | ||||
Income Before Income Tax | 201 | 1,563 | -87.2% | 353 | 738 | -52.2% | 235 | 647 | -63.8% | 118 | 90 | 30.6% | 380 | 918 | -58.6% | ||||
Income Tax | (100) | (476) | -79.0% | (88) | (199) | -55.6% | (48) | (168) | -71.3% | (40) | (31) | 28.4% | (102) | (310) | -67.0% | ||||
Net Income - Company | 101 | 1,087 | -90.7% | 264 | 539 | -50.9% | 187 | 480 | -61.1% | 78 | 59 | 31.7% | 278 | 608 | -54.3% | ||||
Minority Interest - Noncontrolling | (145) | 302 | n.a. | (14) | (22) | -35.6% | (14) | (22) | -35.6% | - | - | n.a. | 157 | 344 | -54.3% | ||||
Net Income - Controlling Shareholders(2) | 245 | 785 | -68.7% | 278 | 561 | -50.3% | 201 | 502 | -60.0% | 78 | 59 | 31.7% | 120 | 263 | -54.3% | ||||
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA | 2,058 | 3,307 | -37.8% | 1,447 | 1,685 | -14.1% | 1,196 | 1,495 | -20.0% | 251 | 190 | 32.4% | 898 | 1,526 | -41.1% | ||||
Adjusted EBITDA (3) | 2,443 | 3,418 | -28.5% | 1,629 | 1,792 | -9.1% | 1,380 | 1,602 | -13.9% | 249 | 190 | 31.0% | 985 | 1,541 | -36.1% | ||||
Consolidated | Food Businesses | Multivarejo | Assaí | Via Varejo | |||||||||||||||
% Net Sales Revenue | |||||||||||||||||||
9M15 | 9M14 | 9M15 | 9M14 | 9M15 | 9M14 | 9M15 | 9M14 | 9M15 | 9M14 | ||||||||||
Gross Profit | 23.8% | 25.5% | 24.0% | 24.4% | 27.8% | 27.7% | 13.9% | 13.7% | 32.9% | 31.7% | |||||||||
Selling Expenses | 16.6% | 16.1% | 16.2% | 15.5% | 18.7% | 17.3% | 9.4% | 9.3% | 23.5% | 20.2% | |||||||||
General and Administrative Expenses | 2.6% | 2.3% | 2.1% | 2.1% | 2.4% | 2.5% | 1.2% | 1.1% | 2.7% | 2.3% | |||||||||
Equity Income | 0.2% | 0.2% | 0.2% | 0.2% | 0.3% | 0.3% | 0.0% | 0.0% | 0.2% | 0.1% | |||||||||
Other Operating Revenue (Expenses) | 0.8% | 0.2% | 0.7% | 0.4% | 0.9% | 0.6% | 0.0% | 0.0% | 0.6% | 0.1% | |||||||||
Total Operating Expenses | 19.8% | 18.5% | 18.7% | 17.8% | 21.8% | 20.1% | 10.5% | 10.5% | 26.7% | 22.5% | |||||||||
Depreciation and Amortization | 1.4% | 1.3% | 1.9% | 1.9% | 2.2% | 2.1% | 1.0% | 1.0% | 1.0% | 0.6% | |||||||||
EBIT | 2.5% | 5.8% | 3.4% | 4.7% | 3.7% | 5.5% | 2.4% | 2.2% | 5.3% | 8.6% | |||||||||
Net Financial Revenue (Expenses) | 2.1% | 2.3% | 2.0% | 1.8% | 2.5% | 2.1% | 0.8% | 0.7% | 2.5% | 2.9% | |||||||||
Income Before Income Tax | 0.4% | 3.4% | 1.3% | 3.0% | 1.2% | 3.4% | 1.6% | 1.5% | 2.8% | 5.7% | |||||||||
Income Tax | 0.2% | 1.0% | 0.3% | 0.8% | 0.2% | 0.9% | 0.5% | 0.5% | 0.7% | 1.9% | |||||||||
Net Income - Company | 0.2% | 2.4% | 1.0% | 2.2% | 1.0% | 2.5% | 1.1% | 1.0% | 2.0% | 3.7% | |||||||||
Minority Interest - noncontrolling | -0.3% | 0.7% | -0.1% | -0.1% | -0.1% | -0.1% | 0.0% | 0.0% | 1.1% | 2.1% | |||||||||
Net Income - Controlling Shareholders(2) | 0.5% | 1.7% | 1.0% | 2.2% | 1.0% | 2.6% | 1.1% | 1.0% | 0.9% | 1.6% | |||||||||
EBITDA | 4.2% | 7.2% | 5.4% | 6.8% | 6.2% | 7.9% | 3.4% | 3.2% | 6.5% | 9.4% | |||||||||
Adjusted EBITDA (3) | 4.9% | 7.5% | 6.1% | 7.2% | 7.1% | 8.4% | 3.4% | 3.2% | 7.2% | 9.5% | |||||||||
(1) Includes revenue from the leasing of commercial galleries. Figures for prior periods were reclassified for comparison purposes. | |||||||||||||||||||
(2) Net Income after noncontrolling shareholders | |||||||||||||||||||
(3) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items. |
40
STATEMENT OF CASH FLOW | ||
(R$ million) | Consolidated | |
09.30.2015 | 09.30.2014 | |
Net Income for the period | 101 | 1,087 |
Adjustment for reconciliation of net income | ||
Deferred income tax | 12 | 177 |
Gain on disposal of fixed assets | 65 | 36 |
Depreciation and amortization | 820 | 667 |
Interests and exchange variation | 828 | 847 |
Adjustment to present value | (4) | (2) |
Equity pickup | (84) | (76) |
Provision for contingencies | 151 | 118 |
Share-Based Compensation | 22 | 32 |
Allowance for doubtful accounts | 419 | 359 |
Provision for obsolescence/breakage | (5) | (1) |
Deferred revenue | (139) | (25) |
Other Operating Expenses | 2 | 16 |
2,188 | 3,235 | |
Asset (Increase) decreases | ||
Financial Investments | - | 24 |
Accounts receivable | (813) | (478) |
Inventories | 180 | (550) |
Taxes recoverable | (546) | 53 |
Other Assets | (297) | (204) |
Related parties | (157) | (96) |
Restricted deposits for legal proceeding | (117) | (70) |
(1,750) | (1,321) | |
Liability (Increase) decrease | ||
Suppliers | (3,183) | (1,407) |
Payroll and charges | 47 | 213 |
Taxes and Social contributions payable | (224) | (502) |
Other Accounts Payable | (172) | (148) |
Contingencies | (217) | (223) |
Deferred revenue | 43 | 201 |
(3,706) | (1,866) | |
Net cash generated from (used in) operating activities | (3,268) | 48 |
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES | ||
Consolidated | ||
(R$ million) | 09.30.2015 | 09.30.2014 |
Acquisition of property and equipment | (1,170) | (898) |
Increase Intangible assets | (326) | (222) |
Sales of property and equipment | 57 | 47 |
Net cash from corporate reorganization | - | 204 |
Cash provided on sale of subisidiary | 51 | - |
Net cash flow investment activities | (1,388) | (869) |
Cash flow from financing activities | ||
Increase (decrease) of capital | 14 | 25 |
Funding and refinancing | 4,625 | 4,960 |
Payments | (6,603) | (5,634) |
Dividend Payment | (397) | (222) |
Accounts payable related to acquisition of Companies | (74) | (67) |
Proceeds from stock offering, net of issue costs | (4) | (7) |
Intercompany loans | 1,187 | - |
Net cash generated from (used in) financing activities | (1,252) | (945) |
Monetary variation over cash and cash equivalents | 173 | - |
Increase (decrease) in cash and cash equivalents | (5,735) | (1,766) |
Cash and cash equivalents at the beginning of the year | 11,149 | 8,367 |
Cash and cash equivalents at the end of the year | 5,414 | 6,601 |
Change in cash and cash equivalents | (5,735) | (1,766) |
41
BREAKDOWN OF GROSS SALES BY BUSINESS | |||||||||||
(R$ million) | 3Q15 | % | 3Q14 | % | Δ | 9M15 | % | 9M14 | % | Δ | |
Pão de Açúcar | 1,728 | 9.7% | 1,610 | 9.3% | 7.3% | 5,160 | 9.4% | 4,838 | 9.5% | 6.6% | |
Extra Supermercado | 1,117 | 6.3% | 1,173 | 6.8% | -4.8% | 3,547 | 6.5% | 3,677 | 7.2% | -3.5% | |
Extra Hiper | 3,122 | 17.5% | 3,229 | 18.6% | -3.3% | 9,908 | 18.0% | 10,224 | 20.1% | -3.1% | |
Convenience Stores (1) | 262 | 1.5% | 173 | 1.0% | 51.6% | 721 | 1.3% | 480 | 0.9% | 50.2% | |
Assaí | 2,779 | 15.6% | 2,266 | 13.1% | 22.7% | 7,922 | 14.4% | 6,336 | 12.5% | 25.0% | |
Other Businesses (2) | 566 | 3.2% | 491 | 2.8% | 15.4% | 1,655 | 3.0% | 1,451 | 2.9% | 14.1% | |
Food Businesses | 9,574 | 53.6% | 8,941 | 51.5% | 7.1% | 28,913 | 52.6% | 27,007 | 53.1% | 7.1% | |
Pontofrio | 943 | 5.3% | 1,332 | 7.7% | -29.2% | 3,356 | 6.1% | 4,262 | 8.4% | -21.3% | |
Casas Bahia | 3,672 | 20.6% | 4,633 | 26.7% | -20.7% | 12,207 | 22.2% | 14,212 | 27.9% | -14.1% | |
Cnova | 3,668 | 20.5% | 2,451 | 14.1% | 49.7% | 10,467 | 19.1% | 5,381 | 10.6% | 94.5% | |
Non-Food Businesses | 8,283 | 46.4% | 8,415 | 48.5% | -1.6% | 26,030 | 47.4% | 23,855 | 46.9% | 9.1% | |
Consolidated | 17,856 | 100.0% | 17,356 | 100.0% | 2.9% | 54,943 | 100.0% | 50,862 | 100.0% | 8.0% | |
(1) Includes M inimercado Extra and M inuto Pão de Açúcar sales. | |||||||||||
(2) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries. |
BREAKDOWN OF NET SALES BY BUSINESS | |||||||||||
(R$ million) | 3Q15 | % | 3Q14 | % | Δ | 9M15 | % | 9M14 | % | Δ | |
Pão de Açúcar | 1,592 | 9.9% | 1,478 | 9.4% | 7.7% | 4,749 | 9.6% | 4,441 | 9.7% | 6.9% | |
Extra Supermercado | 1,053 | 6.6% | 1,104 | 7.1% | -4.6% | 3,340 | 6.8% | 3,460 | 7.5% | -3.5% | |
Extra Hiper | 2,843 | 17.7% | 2,932 | 18.7% | -3.0% | 9,013 | 18.2% | 9,275 | 20.2% | -2.8% | |
Convenience Stores (1) | 245 | 1.5% | 162 | 1.0% | 51.3% | 676 | 1.4% | 452 | 1.0% | 49.6% | |
Assaí | 2,564 | 16.0% | 2,097 | 13.4% | 22.3% | 7,321 | 14.8% | 5,874 | 12.8% | 24.6% | |
Other Businesses (2) | 555 | 3.5% | 480 | 3.1% | 15.6% | 1,622 | 3.3% | 1,421 | 3.1% | 14.1% | |
Food Businesses | 8,852 | 55.1% | 8,253 | 52.7% | 7.3% | 26,721 | 54.1% | 24,923 | 54.3% | 7.2% | |
Pontofrio | 828 | 5.2% | 1,189 | 7.6% | -30.4% | 2,978 | 6.0% | 3,756 | 8.2% | -20.7% | |
Casas Bahia | 3,250 | 20.2% | 4,091 | 26.1% | -20.6% | 10,777 | 21.8% | 12,474 | 27.2% | -13.6% | |
Cnova | 3,132 | 19.5% | 2,116 | 13.5% | 48.0% | 8,930 | 18.1% | 4,707 | 10.3% | 89.7% | |
Non-Food Businesses | 7,209 | 44.9% | 7,396 | 47.3% | -2.5% | 22,685 | 45.9% | 20,937 | 45.7% | 8.3% | |
Consolidated | 16,061 | 100.0% | 15,649 | 100.0% | 2.6% | 49,405 | 100.0% | 45,860 | 100.0% | 7.7% | |
(1) Includes M inimercado Extra and M inuto Pão de Açúcar sales. | |||||||||||
(2) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries. |
SALES BREAKDOWN (% of Net Sales) | |||||||||||
Consolidated (1) | Food Businesses | ||||||||||
3Q15 | 3Q14 | 9M15 | 9M14 | 3Q15 | 3Q14 | 9M15 | 9M14 | ||||
Cash | 42.3% | 41.0% | 41.9% | 41.6% | 51.3% | 52.2% | 51.8% | 52.6% | |||
Credit Card | 47.7% | 48.7% | 48.3% | 48.5% | 38.7% | 38.7% | 38.5% | 38.6% | |||
Food Voucher | 6.1% | 5.1% | 5.8% | 4.9% | 9.9% | 9.1% | 9.7% | 8.8% | |||
Payment Book | 3.9% | 5.2% | 4.0% | 5.1% | 0.0% | 0.0% | 0.0% | 0.0% | |||
(1) Does not include Cdiscount. |
(1) Does not include Cdiscount.
42
STORE OPENINGS/CLOSINGS BY BANNER | |||||||||
06/30/2015 | Opened | Closed | Converted | 09/30/2015 | |||||
Pão de Açúcar | 180 | 4 | - | - | 184 | ||||
Extra Hiper | 137 | - | - | - | 137 | ||||
Extra Supermercado | 204 | - | (5) | - | 199 | ||||
Minimercado Extra | 258 | 7 | - | (3) | 262 | ||||
Minuto Pão de Açucar | 30 | 6 | - | 3 | 39 | ||||
Assaí | 87 | 1 | - | - | 88 | ||||
Other Business | 239 | - | - | - | 239 | ||||
Gas Station | 82 | - | - | - | 82 | ||||
Drugstores | 157 | - | - | - | 157 | ||||
Food Businesses | 1,135 | 18 | (5) | - | 1,148 | ||||
Pontofrio | 364 | - | (33) | (30) | 301 | ||||
Casas Bahia | 683 | 5 | (3) | 30 | 715 | ||||
Consolidated | 2,182 | 23 | (41) | - | 2,164 | ||||
Sales Area ('000 m2 ) | |||||||||
Food Businesses |
1,772 | 1,780 | |||||||
Consolidated |
2,892 | 2,880 | |||||||
# of employees ('000) (1) | 151 | 142 |
(1) Does not include Cdiscount employees.
43
3Q15 Results Conference Call and Webcast Conference call in Portuguese (original language) Conference call in English (simultaneous translation) Webcast: http://www.gpari.com.br Replay http://www.gpari.com.br |
Investor Relations Contacts
GPA Tel.: 55 (11) 3886-0421 Fax: 55 (11) 3884-2677 gpa.ri@gpabr.com www.gpari.com.br |
Via Varejo Tel.: 55 (11) 4225-8668 Fax: 55 (11) 4225-9596 ri@viavarejo.com.br www.viavarejo.com.br/ri |
Cnova Tel.: 33 (1) 5370-5590 investor@cnova.com www.cnova.com/investor-relations | |
Any and all non-accounting information or derived from non-accounting figures has not been reviewed by independent auditors. To calculate EBITDA, we use earnings before interest, taxes, depreciation and amortization. The base used to calculate "same-store" gross sales revenue is determined by the sales made in stores open for at least 12 consecutive months and which did not remain closed for seven or more consecutive days in the period. Acquisitions in their first 12 months of operation are not included in the same-store calculation base. GPA adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. The IPCA in the 12 months ended September 2015 was 9.49%. |
About GPA: GPA is Brazil’s largest retailer, with a distribution network of over 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it has its head office in the city and operations in 20 Brazilian states and the Federal District. With a strategy of focusing its decisions on the customer and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform with brick-and-mortar stores and e-commerce operations divided into five business units: Multivarejo, which operates the supermarket, hypermarket and neighborhood store formats, as well as fuel stations and drugstores, under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash & carry wholesale segment; Via Varejo, with brick-and-mortar electronics and home appliance stores under the Casas Bahia and Pontofrio banners; GPA Malls, which is responsible for managing the real estate assets, expansion projects and new store openings, and the e-commerce segment Cnova, which comprises the operations of Cnova Brasil, Cdiscount in France and their international websites. | ||
Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, the growth potential of the Company and the market and macroeconomic estimates are mere forecasts and were based on the expectations of Management in relation to the Company’s future. These expectations are highly dependent on changes in the market, Brazil’s general economic performance, the industry and international markets, and are thus subject to change. |
44
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information
Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) engages in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores principally under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Minimercado Extra”, “Assai”, “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Cdiscount.com” and the neighborhood shopping mall brand “Conviva”. Its headquarters are located in the city of São Paulo, State of São Paulo, Brazil.
The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”.
After August 19, 2015, the Company started to be indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), through a transaction with the holding companies of Casino Guichard Perrachon (“Casino”), which continue to be our indirect controller.
1.1. Performance Commitment Agreement
The Company, its subsidiary Via Varejo S.A (“Via Varejo”) and Casa Bahia Comercial Ltda. (“CB”), jointly “Compromisers”, and the Brazilian Antitrust Agency ("CADE") entered into a Performance Commitment Agreement ("PCA") to approve the Partnership Agreement signed between CBD and CB on December 4, 2009 and amended on July 1, 2010. As the main purpose of PCA, Via Varejo had the major obligation of selling 74 stores located in 54 municipalities distributed in six states and the Federal District.
From the 74 stores, 32 were not sold. Therefore, in accordance with the PCA, these stores had its activities ceased between May and June, 2014, with the payment of R$12 penalty. According to CADE´s authorization, after 6 months closed, 16 stores were reopened in November 2014, in accordance with the PCA.
In relation to 42 stores remaining, they were all sold between October 2013 and January 2014, through direct sales to other companies and open auctions. Such sales were duly approved by CADE. From these 42 stores, 19 were not sold due to failed negotiations between some acquirers and building owners, resulting to the subsidiary Via Varejo a fine payment of R$ 7 to the CADE and loss in fixed assets of R$ 7; from the total stores 4 were closed and 15 still remain to be closed in next months.
The final step of the PCA is the transfer of 11 stores generating a gain of R$8 in the income statement of 2015.
The transfer of 12 stores is still in process of negotiation.This process has been monitored by CADE, which has been monitoring the fulfillment of the obligation taken in the PCA, having the Company subject to present the information required.
45
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
1. Corporate information - Continued
1.2. Arbitration request by Morzan
On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration, to idemnify Morzan Empreendimentos e Participações Ltda,, since both companies did not comply with the terms from the Share Purchase Agreement executed by the subsidiary Mandala Empreendimentos e Participações S.A., at June 8, 2009 (“Agreement”) for acquisition of 86,962,965 commom shares, representing 70.2421%of the total voting capital of Globex Utilidades S.A. (currently Via Varejo S.A.).
The decision is still subject to clarifications with ICC. The estimated effect attributable to the Company on September 30, 2015 is R$ 212 and is recorded under caption “other payables”. See further details on note 26.4.
2. Basis of preparation
The individual and consolidated interim financial information (“Interim Financial Information”) has been prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”) and CPC 21(R1) - Interim Financial Reporting issued by Comitê de Pronunciamentos Contábeis (“CPC”) and presented consistently with the standards approved and issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of interim financial information – ITR.
The individual and consolidated interim financial information is being presented in millions of Brazilian Reais (“R$”), which is the reporting currency of the Company. The functional currency of subsidiaries located abroad is the local currency.
Significant accounting policies adopted in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in note 4 to the annual financial statements for the year ended December 31, 2014 dated February 12, 2015 and, therefore, should be read in conjunction with those annual financial statements.
The interim financial information for the nine-month period ended September 30, 2015 was approved by the Board of Directors on October 29, 2015.
The Company has reclassified certain amounts in the statements of income and value added for the nine-month period ended September 30, 2014, presented for comparison purposes, to conform them to the reporting criteria adopted in the current period. The following reclassifications were made:
46
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
2. Basis of preparation - Continued
Parent Company | |||
Balance at 9.30.2014 |
Published balance |
GPA Malls galleries – cost |
Reclassified balance |
Cost of sales and/or services |
(11,636) |
(25) |
(11,661) |
Gross profit |
4,424 |
(25) |
4,399 |
Operating income (expenses) |
(3,078) |
25 |
(3,054) |
Selling expenses |
(2,650) |
25 |
(2,625) |
Consolidated | |||
Balance at 9.30.2014 |
Published balance |
GPA Malls galleries – cost |
Reclassified balance |
Cost of goods sold and/or services |
(34,125) |
(35) |
(34,160) |
Gross profit |
11,735 |
(35) |
11,700 |
Operating income (expenses) |
(9,093) |
35 |
(9,059) |
Selling expenses |
(7,431) |
35 |
(7,396) |
2.1. Statement of income: Costs with commercial galleries rental, which were previously recorded as recovery of selling expenses, were reclassified to "cost of goods sold and/or services sold" respectively due to an increase in the share of this activity in the Multivarejo segment and considering that the revenues of this activity is recorded as “sales from goods and/or services”, better presenting this activity in the Group’s financial statements. The Company’s management considers an appropriate procedure to adopt the current classification in order to allow comparability and a final classification of these costs.
2.2. Statement of value added: According to the changes mentioned above, the line items that were changed in the statement of value added refer to cost of products, goods and services sold and materials, energy, outsourced services and other in the amounts of R$25 and R$35, parent company and consolidated, respectively.
47
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
3. Basis of consolidation
The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2014, in note 3.
3.1. Interest in subsidiaries and associates:
Direct and indirect equity interests - % | |||||||
9.30.2015 |
12.31.2014 | ||||||
Companies |
Company |
Indirect interest |
Company |
Indirect interest | |||
Subsidiaries |
|||||||
Novasoc Comercial Ltda. (“Novasoc”) |
10.00 |
- |
10.00 |
- | |||
Sé Supermercado Ltda. (“Sé”) |
100.00 |
- |
100.00 |
- | |||
Sendas Distribuidora S.A. (“Sendas) |
100.00 |
- |
100.00 |
- | |||
Bellamar Empreend. e Participações Ltda. (“Bellamar”) |
100.00 |
- |
100.00 |
- | |||
GPA Malls & Properties Gestão de Ativos e Serviços Imobiliários Ltda. (“GPA M&P”) |
100.00 |
- |
100.00 |
- | |||
CBD Holland B.V. (“CBD Holland”) |
100.00 |
- |
100.00 |
- | |||
CBD Panamá Trading Corp. (“CBD Panamá”) |
- |
100.00 |
- |
100.00 | |||
Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”) |
68.86 |
31.14 |
68.86 |
31.14 | |||
Xantocarpa Participações Ltda. (“Xantocarpa”) |
- |
100.00 |
- |
100.00 | |||
GPA 2 Empreed. e Participações Ltda. (“GPA 2”) |
99.99 |
0.01 |
99.99 |
0.01 | |||
GPA Logística e Transporte Ltda. (“GPA Logística”) |
100.00 |
- |
100.00 |
- | |||
Posto Ciara Ltda. (“Posto Ciara”) |
100.00 |
- |
100.00 |
- | |||
Auto Posto Império Ltda. (“Posto Império”) |
100.00 |
- |
100.00 |
- | |||
Auto Posto Duque Salim Maluf Ltda. (“Posto Duque Salim Maluf”) |
100.00 |
- |
100.00 |
- | |||
Auto Posto Duque Santo André Ltda. (“Ponto Duque Santo André”) |
100.00 |
- |
100.00 |
- | |||
Auto Posto Duque Lapa Ltda. (“Posto Duque Lapa”) |
100.00 |
- |
100.00 |
- | |||
Nova Pontocom Comércio Eletrônico S.A (“Nova Holding”) (*) |
52.34 |
19.05 |
52.34 |
19.05 | |||
Luxco – Marneylectro S.A.R.L (antiga Jaipur Financial Markets S.A.R.L) (“Luxco”) |
2.65 |
68.88 |
2.65 |
68.88 | |||
Dutchco - Marneylectro B.V (antiga Jaipur Financial Markets B.V) (“Dutchco”) |
- |
71.53 |
- |
71.53 | |||
Cnova N.V (“Cnova Holanda”) |
- |
35.73 |
- |
35.73 | |||
CNova Comércio Eletrônico S/A (”CNova Comércio Eletrônico”) |
- |
35.73 |
- |
35.73 | |||
E-Hub Consult. Particip. e Com. S.A. (“E – Hub”) |
- |
35.73 |
- |
35.73 | |||
Nova Experiência PontoCom S.A (“Nova Experiência”) |
- |
35.73 |
- |
35.73 | |||
Cdiscount S.A (“CDiscount”) |
- |
35.73 |
- |
35.73 | |||
Cnova Finança B.V (“Cnova Finança”) |
- |
35.73 |
- |
35.73 | |||
Financière MSR S.A.S (“Financière”) |
- |
35.67 |
- |
35.67 | |||
E-Trend SAS France (“E-Trend”)(***) |
- |
- |
- |
35.67 | |||
Cdiscount AS France (CDiscount AS”) |
- |
35.52 |
- |
35.52 | |||
Cdiscount Afrique S.A.S (“CDiscount Afrique”) |
- |
35.67 |
- |
35.67 | |||
CD Africa SAS (“CD Africa”) |
- |
30.32 |
- |
30.32 | |||
Cdiscount International BV The Netherlands (“Cdiscount Internacional”) |
- |
35.67 |
- |
35.67 | |||
C-Distribution Asia Pte. Ltd. Singapore (“C-Distribution Asia”) |
- |
21.40 |
- |
21.40 | |||
CLatam AS Uruguay (“CLatam”) |
- |
24.97 |
- |
24.97 | |||
Cdiscount Colombia S.A.S (“CDiscount Colombia”) |
- |
18.20 |
- |
18.20 | |||
C Distribution Thailand Ltd. (“C Distribution Thailand”) |
- |
14.98 |
- |
14.98 | |||
E-Cavi Ltd Hong Kong (“E-Cavi”) |
- |
17.12 |
- |
17.12 | |||
Cdiscount Vietnam Co Ltd. (“CDiscount Vietnam”) |
- |
17.12 |
- |
17.12 | |||
Cnova France SAS (“CNova France”) |
- |
35.73 |
- |
35.73 | |||
Cdiscount Côte d'Ivoire SAS Ivory Coast (“CDiscount Côte”) (**) |
- |
30.32 |
- |
- | |||
Cdiscount Sénégal SAS (“CDiscount Sénégal”) (**) |
- |
30.32 |
- |
- | |||
Cdiscount Panama S.A. (“CDiscount Panama”) (**) |
- |
24.97 |
- |
- | |||
Cdiscount Cameroun SAS (“CDiscount Cameroun”) (**) |
- |
30.32 |
- |
- | |||
Ecdiscoc Comercializadora S.A.(Cdiscount Ecuador) (“Ecdiscoc Comercializadora”) (**) |
- |
24.96 |
- |
- | |||
Cdiscount Uruguay S.A. (“CDiscount Uruguay”) (**) |
- |
24.97 |
- |
- | |||
Monconerdeco.com (Cdiscount Moncorner Deco) (“Monconerdeco.com”) (**) |
- |
26.92 |
- |
- | |||
Cdiscount Moncorner (“CDiscount Moncorner”) (**) |
- |
35.52 |
- |
- | |||
3W SAS (“3W”) (**) |
- |
35.52 |
- |
- | |||
3W Santé SAS (“3W Santé”) (**) |
- |
32.86 |
- |
- |
(*) Excluding treasury shares
(**) Companies consolidated into e-commerce segment, located abroad
(***) The subsidiary Cdiscount sold 100% of its interest in the company E-trend to the controlling shareholder Casino by the amount of R$99, with net effect in income statemen t is R$2. The net sales this activity represent R$ 49 in the nine-month period ended September 30, 2015.
48
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
3. Basis of consolidation – Continued
3.1. Interest in subsidiaries and associates – Continued
Direct and indirect equity interests - % | |||||||
9.30.2015 |
12.31.2014 | ||||||
Companies |
Company |
Indirect interest |
Company |
Indirect interest | |||
Subsidiaries (continued) |
|||||||
Via Varejo S.A. (“Via Varejo”) |
43.35 |
- |
43.35 |
- | |||
Indústria de Móveis Bartira Ltda. (“Bartira”) |
- |
43.35 |
- |
43.35 | |||
VVLOG Logistica Ltda. (PontoCred Negócio de Varejo Ltda.) (“VVLOG Logística”) |
- |
43.35 |
- |
43.35 | |||
Globex Adm e Serviços Ltda. (“Globex Adm”) |
- |
43.35 |
- |
43.35 | |||
Lake Niassa Empreend. e Participações Ltda. (“Lake Niassa”) |
- |
43.35 |
- |
43.35 | |||
Globex Adm. Consórcio Ltda. (“Globex Adm. Consórcio”) |
- |
43.35 |
- |
43.35 | |||
Associates |
|||||||
Financeira Itaú CBD S/A Crédito, Financiamento e Investimento (“FIC”) |
- |
41.93 |
- |
41.93 | |||
Banco Investcred Unibanco S.A. (“BINV”) |
- |
21.67 |
- |
21.67 | |||
FIC Promotora de Vendas Ltda. (“FIC Promotora”) |
- |
41.93 |
- |
41.93 |
In the individual interim financial information, equity interests are calculated considering the percentage held by CBD or its subsidiaries. In the consolidated interim financial information, the Company fully consolidates all its subsidiaries, keeping noncontrolling interests in a specific line item in shareholders’ equity.
3.2. Associates – BINV and FIC
Investments are accounted under the equity method because these associates are entities over which the Company exercises significant influence, but not control, since (a) it is a party to the shareholders’ agreement, appointing certain officers and having veto rights in certain relevant decisions; and (b) the power over the operating and financial decisions of BINV and FIC is held by Banco Itaú Unibanco S.A (“Itaú Unibanco”).
FIC’s summarized interim financial information is as follows:
|
FIC | |
|
9.30.2015 |
12.31.2014 |
|
| |
Current assets |
3,719 |
3,815 |
Noncurrent assets |
42 |
35 |
Total assets |
3,761 |
3,850 |
|
| |
Current liabilities |
2,688 |
2,963 |
Noncurrent liabilities |
15 |
15 |
Shareholders’ equity |
1,058 |
872 |
Total liabilities and shareholders’ equity |
3,761 |
3,850 |
|
|
|
Statement of income: |
9.30.2015 |
9.30.2014 |
Revenues |
823 |
755 |
Operating income |
291 |
285 |
Net income for the period |
186 |
161 |
For the purposes of measurement of the investment in this associate, the special goodwill reserve recorded by FIC should be deducted from its shareholders’ equity, since it is Itaú Unibanco’s (controlling shareholder) exclusive right.
49
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
4. Significant accounting policies
Except for the item mentioned below, the significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed in Note 4 to the financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements.
4.1. Present value adjustment of assets and liabilities
Until 2014, the Company recorded the adjustment to present value (“PVA”) over the credit card receivables without interest, even considering that receivables were not long term (in average due in 4 months) and the impacts not significant on the short term. The reversal of the adjustment recorded was made in the net sales, once the financing to clients is part of the Company´s business. In 2015, the accounting practice of recording PVA over the short-term credit card receivables was discontinued, because of its immateriality on quarterly and annual financial statements, high cost to control and consequent irrelevance for understanding Company’s operation.These balances on December 31, 2014, were R$6.
The long term assets and liabilities continue to be adjusted, considering the contractual cash flows and respective interest rate, implicit or explicit.
4.2. Net investment hedge
The net investment hedges in the foreign operations are accounted similarly to the cash flow hedges. The gains or losses in the hedge instrument related to the effective portion of the hedge are recognized in other comprehensive income in the line “Reserve of Foreign Currency Translation”. The gains or losses related to the ineffective portion are recognized in the income statement.
The gains and losses in the hedge instrument related to the effective portion recognized in other comprehensive income are reclassified to the income statements in the moment of the sale of the foreign operation.
5. Adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective
With the exception of the item mentioned below, the adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements.
In 2015, the Company began to apply the annual improvements to the IFRSs referring to the 2010-2012 and 2011-2013 Cycles issued by the IASB, which are effective for accounting periods beginning on or after July 1, 2014. The application of these improvements did not have impacts on the disclosures or on the Company’s individual and consolidated interim financial information.
50
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
6. Significant accounting judgments, estimates and assumptions
Judgments, estimates and assumptions
The preparation of the Company’s individual and consolidated interim financial information requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period; however, uncertainties about these assumptions and estimates may result in outcomes that require adjustments to the carrying amount of the affected asset or liability in future periods.
The significant assumptions and estimates for interim financial information for the nine-month period ended September 30, 2015 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2014 dated February 12, 2015 and therefore should be read in conjunction with those annual financial statements, except for the impairment test, as described in notes 15 and 16.
7. Cash and cash equivalents
The detailed information on cash and cash equivalents was presented in the annual financial statements for 2014, in note 7.
|
Parent Company |
|
Consolidated | |||
Rate |
9.30.2015 |
12.31.2014 |
|
9.30.2015 |
12.31.2014 | |
|
||||||
Cash and banks - Brazil |
|
68 |
131 |
172 |
384 | |
Cash and banks - Abroad |
(*) |
- |
- |
342 |
368 | |
Financial investments - Brazil |
(**) |
1,676 |
2,792 |
4,781 |
9,761 | |
Financial investments - Abroad |
1% |
- |
- |
119 |
636 | |
1,744 |
2,923 |
5,414 |
11,149 |
(*)From the total cash and banks of R$ 265, R$ 29, is deposited in Panama in United States dollars.The other part and financial investments – abroad, in euros, are from the companies of e-commerce segment, located abroad.
(**) Financial investments as at September 30, 2015 refer substantially to repurchase agreements, yielding a weighted average rate equivalent to 101.58% of the Interbank Deposit Certificate (“CDI”) and redeemable in terms of less than 90 days as of investment date.
8. Trade receivables
The detailed information on trade receivables was presented in the annual financial statements for 2014, in note 8.
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
|
|
||||
Credit card companies (note 8.1) |
31 |
57 |
1,230 |
220 | |
Sales vouchers |
47 |
75 |
185 |
169 | |
Consumer finance - CDCI (note 8.2) |
- |
- |
1,834 |
2,268 | |
Trade receivable from cash and carry customers |
- |
- |
408 |
317 | |
Private label credit card |
18 |
20 |
18 |
20 | |
Receivables from related parties (note 12.2) |
84 |
115 |
66 |
28 | |
Estimated loss on doubtful accounts (note 8.3) |
- |
- |
(370) |
(340) | |
Receivables from suppliers |
12 |
36 |
208 |
256 | |
Other trade receivables from customers |
1 |
2 |
197 |
272 | |
Current |
193 |
305 |
3,776 |
3,210 | |
Consumer finance – CDCI (note 8.2) |
- |
- |
99 |
115 | |
Estimated losses on doubtful accounts (note 8.3) |
- |
- |
(10) |
(10) | |
Noncurrent |
- |
- |
89 |
105 | |
193 |
305 |
3,865 |
3,315 |
51
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
8. Trade receivables – Continued
8.1. Credit card companies
The Company and its subsidiaries, when deemed necessary, sell credit card receivables to banks or credit card companies in order to strengthen their working capital, without right of subrogation or related obligation.
8.2. Consumer finance– CDCI – Via Varejo
Refers to direct consumer credit through an intervening party (CDCI), which can be paid in up to 24 installments, however, the most frequent term is less than 12 months.
Via Varejo maintains agreements with financial institutions where it is designated as the intervening party of these operations (see note 18).
8.3. Estimated losses on doubtful accounts
|
|
||||
Parent Company |
|
Consolidated | |||
9.30.2015 |
9.30.2014 |
|
9.30.2015 |
9.30.2014 | |
|
|
|
|
| |
At the beginning of the period |
- |
(3) |
(350) |
(239) | |
Loss/reversal in the period |
- |
3 |
(419) |
(359) | |
Write-off of receivables |
- |
- |
423 |
348 | |
Corporate restructuring (*) |
- |
- |
- |
(83) | |
Exchange rate changes |
- |
- |
(34) |
(2) | |
At the end of the period |
- |
- |
(380) |
(335) | |
Current |
- |
- |
(370) |
(325) | |
Noncurrent |
- |
- |
(10) |
(10) |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
Below is the aging list of consolidated gross receivables, by maturity period:
|
|
|
Past-due receivables – Consolidated | |||
|
Total |
Falling due |
<30 days |
30-60 days |
61-90 days |
>90 days |
|
|
|
|
|
| |
9.30.2015 |
4,245 |
3,451 |
232 |
129 |
108 |
325 |
12.31.2014 |
3,665 |
3,229 |
141 |
60 |
39 |
196 |
52
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
9. Other receivables
The detailed information on other receivables was presented in the annual financial statements for 2014, in note 9.
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
12.31.2014 |
|
9.30.2015 |
12.31.2014 |
|
|
||||
Receivables from sale of fixed assets |
21 |
11 |
59 |
45 | |
Supplier receivables |
- |
- |
26 |
30 | |
Advances to suppliers |
- |
- |
- |
11 | |
Rental advances |
11 |
14 |
12 |
14 | |
Receivables from Audax |
6 |
7 |
12 |
13 | |
Amounts to be reimbursed |
38 |
29 |
162 |
145 | |
Rental receivable |
57 |
38 |
79 |
51 | |
Receivable from Paes Mendonça |
- |
- |
532 |
532 | |
Receivable from sale of companies |
52 |
54 |
52 |
54 | |
Other |
10 |
4 |
124 |
36 | |
195 |
157 |
1,058 |
931 | ||
Current |
124 |
75 |
430 |
295 | |
Noncurrent |
71 |
82 |
628 |
636 |
10. Inventories
The detailed information on inventories was presented in the annual financial statements for 2014, in note 10.
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | |
|
|
|
|
||
Stores |
1,417 |
1,510 |
3,755 |
4,089 | |
Distribution centers |
976 |
987 |
4,826 |
4,402 | |
Real estate inventories under construction |
- |
- |
165 |
172 | |
Estimated losses on obsolescence and breakage (note 10.1) |
(9) |
(10) |
(83) |
(86) | |
2,384 |
2,487 |
8,663 |
8,577 | ||
Current |
2,384 |
2,487 |
8,663 |
8,405 | |
Noncurrent |
- |
- |
- |
172 |
10.1.Estimated losses on obsolescence and breakage
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
9.30.2014 |
|
9.30.2015 |
9.30.2014 |
At the beginning of the period |
(10) |
(12) |
(86) |
(52) | |
Additions |
(5) |
(3) |
(48) |
(17) | |
Write-offs / reversal |
6 |
10 |
53 |
18 | |
Corporate restructuring (*) |
- |
- |
- |
(7) | |
Exchange rate changes |
- |
- |
(2) |
- | |
At the end of the period |
(9) |
(5) |
(83) |
(58) |
(*) Corporate restructuring details were presented in the interim financial information on September 30, 2014, in note 13b.
The noncurrent inventories amount was reclassified to current considering the delivering date of real estate (projects Thera Faria Lima Pinheiros, Figue, Classic and Carpe Diem).
53
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
11. Recoverable taxes
The detailed information on recoverable taxes was presented in the annual financial statements for 2014, in note 11.
Parent Company |
|
Consolidated | |||
9.30.2015 |
12.31.2014 |
|
9.30.2015 |
12.31.2014 | |
Current |
|
|
|||
State value-added tax on sales and services – ICMS (note 11.1) |
63 |
90 |
661 |
591 | |
Social Integration Program/Contribution for Social Security Financing-PIS/COFINS |
6 |
9 |
84 |
54 | |
Income tax on Financial investments |
19 |
3 |
38 |
20 | |
Income tax and Social Contribution |
19 |
3 |
70 |
12 | |
Social Security Contribution - INSS |
18 |
- |
36 |
- | |
Value-Added Tax - France |
- |
- |
93 |
85 | |
Other |
- |
- |
124 |
46 | |
Total current |
125 |
105 |
1,106 |
808 | |
Noncurrent |
|||||
ICMS (note 11.1) |
421 |
319 |
2,115 |
1,681 | |
PIS/COFINS |
- |
- |
345 |
308 | |
Social Security Contribution- INSS |
121 |
73 |
204 |
147 | |
Total noncurrent |
542 |
392 |
2,664 |
2,136 | |
Total |
667 |
497 |
3,770 |
2,944 |
11.1.ICMS is expected to be realized as follows:
In |
Parent Company |
Consolidated |
|
|
|
Up to one year |
63 |
661 |
2016 |
68 |
219 |
2017 |
69 |
643 |
2018 |
72 |
560 |
2019 |
71 |
372 |
2020 |
110 |
153 |
After 2021 |
31 |
168 |
|
484 |
2,776 |
Company’s management reviewed the expected future realization of ICMS using the same premises as of December 31, 2014 including changes occurred in the nine-month period ended September 30, 2015. It was not identified the need to record a provision for losses of the ICMS balances.
54
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties
12.1.Management and Support Commitees compensation
The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support committees) recorded in the Company’s statement of income for the periods ended September 30, 2015 and 2014, were as follows:
Base salary |
Variable compensation |
Stock option plan |
Total | ||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | ||||
Board of directors (*) |
3 |
3 |
- |
- |
- |
- |
3 |
3 | |||
Executive officers |
18 |
44 |
18 |
15 |
4 |
4 |
40 |
63 | |||
21 |
47 |
18 |
15 |
4 |
4 |
43 |
66 |
(*) The compensation of the Board of Directors advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance) is included in this line.
55
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2.Balances and transactions with related parties.
The detailed information on related parties was presented in the annual financial statements for 2014, in note 12.
Parent company | ||||||||||||||||||||
Balances |
Transactions | |||||||||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Sales |
|
Purchases |
|
Revenues | ||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | |||||||
Controlling shareholders |
||||||||||||||||||||
Casino |
- |
- |
- |
- |
3 |
2 |
41 |
19 |
- |
- |
- |
- |
(68) |
(18) | ||||||
Wilkes Participações |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1) |
(3) | ||||||
Euris Societé par Actions Simplifieé |
- |
- |
- |
- |
- |
- |
2 |
1 |
- |
- |
- |
- |
(5) |
- | ||||||
Subsidiaries |
||||||||||||||||||||
Novasoc Comercial |
- |
- |
2 |
- |
- |
- |
- |
- |
- |
114 |
- |
2 |
1 |
3 | ||||||
Sé Supermecados |
41 |
52 |
- |
- |
2 |
3 |
1,460 |
1,417 |
348 |
215 |
4 |
2 |
18 |
6 | ||||||
Sendas Distribuidora |
42 |
60 |
28 |
182 |
22 |
39 |
- |
- |
259 |
261 |
176 |
188 |
84 |
31 | ||||||
Barcelona |
1 |
2 |
14 |
17 |
4 |
9 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Via Varejo |
- |
- |
1 |
- |
1 |
2 |
215 |
299 |
- |
- |
- |
- |
(76) |
(119) | ||||||
VVLOG Logística |
- |
- |
- |
- |
- |
- |
1 |
1 |
- |
- |
- |
- |
- |
1 | ||||||
Nova Pontocom |
- |
- |
163 |
123 |
- |
- |
- |
2 |
- |
- |
- |
- |
33 |
32 | ||||||
Xantocarpa |
- |
- |
10 |
1 |
1 |
1 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
GPA M&P |
- |
- |
4 |
1 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
GPA Logistica |
- |
- |
22 |
23 |
15 |
20 |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto Duque - Salim Maluf |
- |
- |
5 |
4 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Santo André |
- |
- |
2 |
1 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Império |
- |
- |
4 |
3 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto Duque - Lapa |
- |
- |
2 |
1 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Posto GPA - Ciara |
- |
- |
2 |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||||
Bellamar |
- |
- |
- |
- |
- |
- |
19 |
- |
- |
- |
- |
- |
- |
- | ||||||
Others |
- |
1 |
- |
- |
- |
- |
3 |
1 |
- |
- |
- |
- |
- |
- | ||||||
Subtotal |
84 |
115 |
259 |
358 |
48 |
76 |
1,741 |
1,740 |
607 |
590 |
180 |
192 |
(14) |
(67) |
56
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2.Balances and transactions with related parties - Continued
Parent company | ||||||||||||||||||||
Balances |
Transactions | |||||||||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Sales |
|
Purchases |
|
Revenues | ||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | |||||||
Associates |
||||||||||||||||||||
FIC |
- |
- |
5 |
- |
5 |
7 |
- |
11 |
- |
- |
- |
- |
28 |
14 | ||||||
Other related parties |
||||||||||||||||||||
Management of Nova Pontocom |
- |
- |
36 |
39 |
- |
- |
- |
- |
- |
- |
- |
- |
3 |
2 | ||||||
Instituto Grupo Pão de Açúcar |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(5) |
(3) | ||||||
Greenyellow do Brasil Energia e Serviços Ltda |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
2 |
- | ||||||
Others |
- |
- |
5 |
1 |
- |
- |
- |
- |
- |
- |
- |
- |
(3) |
- | ||||||
Subtotal |
- |
- |
46 |
40 |
5 |
7 |
- |
11 |
- |
- |
- |
- |
25 |
13 | ||||||
Total |
84 |
115 |
305 |
398 |
53 |
83 |
1,741 |
1,751 |
607 |
590 |
180 |
192 |
11 |
(54) |
57
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.2.Balances and transactions with related parties – Continued
Consolidated | ||||||||||||||
Balances |
Transactions | |||||||||||||
Trade receivables |
|
Other assets |
|
Trade payables |
|
Other liabilities |
|
Revenues | ||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | |||||
Controlling shareholder |
||||||||||||||
Casino |
22 |
- |
- |
- |
51 |
2 |
104 |
104 |
(87) |
(18) | ||||
Distribution Casino France |
16 |
- |
- |
- |
37 |
- |
- |
- |
54 |
(3) | ||||
Wilkes Participações |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||
Almacenes Exito S.A. (Exito) |
- |
28 |
- |
- |
46 |
- |
- |
4 |
(35) |
- | ||||
Euris Societé par Actions Simplifieé |
- |
- |
- |
- |
- |
- |
2 |
1 |
(5) |
- | ||||
Casino subsidiaries (note 12.3) |
||||||||||||||
Casino France - Cash Pool |
- |
- |
- |
- |
- |
- |
- |
50 |
- |
- | ||||
Casino Finance International S.A. (Polca Empréstimos) (i) |
- |
- |
- |
- |
- |
- |
1,502 |
12 |
(4) |
- | ||||
C´est chez vous Societé en Nom Collectif |
5 |
- |
- |
- |
44 |
26 |
- |
26 |
(44) |
- | ||||
EMC Distribution Societé par Actions Simplifiée |
- |
- |
- |
- |
53 |
- |
- |
15 |
(129) |
- | ||||
Easydis Societé par Actions Simplifiée |
- |
- |
- |
- |
114 |
55 |
- |
- |
(130) |
- | ||||
Big C Supercenter S.A. |
- |
- |
- |
- |
2 |
- |
30 |
- |
(7) |
- | ||||
Others |
23 |
- |
1 |
- |
6 |
- |
9 |
9 |
48 |
- | ||||
Associates |
||||||||||||||
FIC |
- |
- |
14 |
8 |
6 |
9 |
- |
14 |
19 |
9 | ||||
Other related parties |
||||||||||||||
Casas Bahia Comercial Ltda |
- |
- |
302 |
263 |
- |
- |
- |
26 |
- |
- | ||||
Management Nova Pontocom |
- |
- |
36 |
38 |
- |
- |
- |
- |
- |
- | ||||
Instituto Grupo Pão de Açúcar |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||
Viaw Consultoria Ltda |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- | ||||
Others |
- |
- |
5 |
4 |
- |
- |
- |
- |
- |
- | ||||
Total |
66 |
28 |
358 |
313 |
359 |
92 |
1,647 |
261 |
(320) |
(12) |
58
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
12. Related parties – Continued
12.3.Balances with Casino Group companies:
(i) Polca: Casino Group entity that has a cash centralization agreement, in Euros, with Cdiscount Group entities. This balance yields EONIA (Euro Overnight Index Average), plus 0.5% per year.
12.4.Operation with subsidiary Via Varejo:
The Company is the guarantor of Via Varejo subsidiary in certain finance agreements, rents and in a rendering services agreement, also reimbursement of personal expenses, loan transaction and rent.
59
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
13. Investments
The detailed information on investments was presented in the annual financial statements for 2014, in note 13.
13.1.Breakdown of investments
Parent Company | ||||||||||||
Sé |
Sendas |
Novasoc |
Via Varejo |
Nova Pontocom |
NCB (*) |
Barcelona |
Bellamar |
GPA M&P |
API SPE |
Others |
Total | |
Balances at 12.31.2014 |
2,806 |
1,709 |
144 |
1,890 |
158 |
507 |
690 |
286 |
178 |
- |
23 |
8,391 |
Share of profit of associates |
17 |
92 |
(5) |
80 |
(107) |
(9) |
44 |
61 |
10 |
- |
5 |
188 |
Dividends |
- |
(503) |
- |
- |
- |
- |
- |
- |
(76) |
- |
- |
(579) |
Stock option |
- |
- |
- |
3 |
- |
- |
3 |
- |
1 |
- |
- |
7 |
Other transactions (**) |
- |
- |
- |
(60) |
- |
- |
- |
- |
- |
- |
9 | |
Transfer to negative equity |
- |
- |
- |
(24) |
(9 |
- |
- |
- |
- |
- |
(3) |
(87) |
Balances at 9.30.2015 |
2,823 |
1,298 |
139 |
1,949 |
- |
498 |
737 |
347 |
113 |
- |
25 |
7,929 |
Balances at 12.31.2013 |
2,785 |
1,551 |
127 |
1,560 |
26 |
475 |
741 |
233 |
154 |
16 |
106 |
7,774 |
Share of profit of associates |
6 |
76 |
4 |
253 |
(26) |
36 |
39 |
55 |
(2) |
- |
3 |
444 |
Stock option |
- |
- |
- |
- |
- |
- |
1 |
- |
- |
- |
- |
1 |
Other transactions |
- |
- |
- |
(2) |
(6) |
- |
- |
- |
- |
- |
(1) |
(9) |
Balances at 9.30.2014 |
2,791 |
1,627 |
131 |
1,811 |
(6) |
511 |
781 |
288 |
152 |
16 |
108 |
8,210 |
(*) In the case of NCB, the investment amount refers to the effects of the fair value measurements of the business combination of Casas Bahia occurred in 2010. For Via Varejo, the fair value effects were considered together with the accounting investment held in this subsidiary.
(**) Includes the effects of the exchange rate changes on translation of the foreign subsidiaries’ financial information.
60
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
13. Investments – Continued
13.1.Breakdown of investments – Continued
|
Consolidated |
||||
FIC |
BINV |
Other |
Foreign entities |
Total | |
Balances at 12.31.2014 |
373 |
21 |
7 |
- |
401 |
Share of profit(loss) of subsidiaries and associates |
85 |
(1) |
- |
- |
84 |
Write-offs |
- |
- |
(7) |
- |
(7) |
Exchange rate changes |
- |
- |
1 |
- |
1 |
Balances at 9.30.2015 |
458 |
20 |
1 |
- |
479 |
Balances at 12.31.2013 |
290 |
19 |
1 |
- |
310 |
Share of profit(loss) of subsidiaries and associates |
76 |
1 |
- |
(1) |
76 |
Corporate restructuring(*) |
- |
- |
- |
8 |
8 |
Others |
- |
- |
- |
(1) |
(1) |
Balances at 9.30.2014 |
366 |
20 |
1 |
6 |
393 |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
14. Business combination
The detailed information on business combination was presented in the annual financial statements for 2014, in note 14.There were no business combination for the nine-month period ended September 30, 2015.
61
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
15. Property and equipment
Parent Company | ||||||
Balance at 12.31.2014 |
Additions |
Depreciation |
Write-offs |
Transfers |
Balance at 9.30.2015 | |
Land |
1,213 |
9 |
- |
(7) |
5 |
1,220 |
Buildings |
1,853 |
3 |
(45) |
(1) |
- |
1,810 |
Leasehold improvements |
1,635 |
7 |
(97) |
(14) |
207 |
1,738 |
Machinery and equipment |
806 |
158 |
(108) |
(8) |
- |
848 |
Facilities |
161 |
10 |
(13) |
(1) |
7 |
164 |
Furniture and fixtures |
312 |
71 |
(35) |
(2) |
1 |
347 |
Vehicles |
17 |
4 |
(2) |
(16) |
- |
3 |
Construction in progress |
65 |
232 |
- |
- |
(221) |
76 |
Others |
38 |
19 |
(11) |
- |
(3) |
43 |
Total |
6,100 |
513 |
(311) |
(49) |
(4) |
6,249 |
Finance lease |
||||||
IT equipment |
7 |
5 |
(3) |
- |
- |
9 |
Buildings |
18 |
- |
(1) |
- |
- |
17 |
25 |
5 |
(4) |
- |
- |
26 | |
Total |
6,125 |
518 |
(315) |
(49) |
(4) |
6,275 |
Parent Company | ||||||
Balance at 12.31.2013 |
Additions |
Depreciation |
Write-offs |
Transfers |
Balance at 9.30.2014 | |
Land |
1,198 |
- |
- |
- |
- |
1,198 |
Buildings |
1,929 |
2 |
(45) |
(1) |
- |
1,885 |
Leasehold improvements |
1,514 |
3 |
(82) |
(7) |
190 |
1,618 |
Machinery and equipment |
766 |
119 |
(103) |
(10) |
2 |
774 |
Facilities |
156 |
8 |
(12) |
(2) |
8 |
158 |
Furniture and fixtures |
293 |
32 |
(31) |
(4) |
- |
290 |
Vehicles |
18 |
6 |
(4) |
(4) |
- |
16 |
Construction in progress |
131 |
128 |
- |
(1) |
(198) |
60 |
Other |
38 |
7 |
(10) |
- |
(2) |
33 |
Total |
6,043 |
305 |
(287) |
(29) |
- |
6,032 |
Finance lease |
||||||
IT equipment |
12 |
- |
(2) |
- |
- |
10 |
Buildings |
20 |
- |
(1) |
- |
- |
19 |
32 |
- |
(3) |
- |
- |
29 | |
Total |
6,075 |
305 |
(290) |
(29) |
- |
6,061 |
62
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
15. Property and equipment - Continued
|
Parent Company | ||||||
Balance at 9.30.2015 |
Balance at 12.31.2014 | ||||||
Cost |
Accumulated depreciation |
Net |
Cost |
Accumulated depreciation |
Net | ||
Land |
1,220 |
- |
1,220 |
1,213 |
- |
1,213 | |
Buildings |
2,756 |
(946) |
1,810 |
2,754 |
(901) |
1,853 | |
Leasehold improvements |
3,046 |
(1,308) |
1,738 |
2,873 |
(1,238) |
1,635 | |
Machinery and equipment |
1,922 |
(1,074) |
848 |
1,842 |
(1,036) |
806 | |
Facilities |
389 |
(225) |
164 |
384 |
(223) |
161 | |
Furniture and fixtures |
781 |
(434) |
347 |
721 |
(409) |
312 | |
Vehicles |
9 |
(6) |
3 |
27 |
(10) |
17 | |
Construction in progress |
76 |
- |
76 |
65 |
- |
65 | |
Others |
119 |
(76) |
43 |
105 |
(67) |
38 | |
10,318 |
(4,069) |
6,249 |
9,984 |
(3,884) |
6,100 | ||
Finance lease |
|||||||
IT equipment |
38 |
(29) |
9 |
32 |
(25) |
7 | |
Buildings |
34 |
(17) |
17 |
34 |
(16) |
18 | |
72 |
(46) |
26 |
66 |
(41) |
25 | ||
Total |
10,390 |
(4,115) |
6,275 |
10,050 |
(3,925) |
6,125 |
63
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
15. Property and equipment - Continued
Consolidated | |||||||
Balance at 12.31.2014 |
Additions |
Depreciation |
Write-offs |
Transfers |
Exchange rate changes |
Balance at 9.30.2015 | |
Land |
1,449 |
9 |
- |
(7) |
6 |
- |
1,457 |
Buildings |
2,047 |
27 |
(50) |
(1) |
- |
- |
2,023 |
Leasehold improvements |
3,182 |
212 |
(176) |
(27) |
356 |
- |
3,547 |
Machinery and equipment |
1,605 |
276 |
(227) |
(10) |
20 |
2 |
1,666 |
Facilities |
381 |
43 |
(32) |
(1) |
16 |
6 |
413 |
Furniture and fixtures |
601 |
130 |
(66) |
(5) |
9 |
5 |
674 |
Vehicles |
121 |
7 |
(9) |
(33) |
- |
- |
86 |
Construction in progress |
166 |
403 |
- |
(2) |
(409) |
1 |
159 |
Others |
73 |
41 |
(22) |
(2) |
(1) |
(1) |
88 |
Total |
9,625 |
1,148 |
(582) |
(88) |
(3) |
13 |
10,113 |
Finance lease |
|||||||
Equipment |
16 |
- |
(2) |
- |
- |
- |
14 |
Hardware |
26 |
24 |
(15) |
- |
1 |
- |
36 |
Facilities |
1 |
- |
- |
- |
- |
- |
1 |
Furniture and fixtures |
7 |
- |
(1) |
- |
- |
- |
6 |
Vehicles |
1 |
- |
- |
(1) |
- |
- |
- |
Buildings |
23 |
- |
(1) |
- |
- |
- |
22 |
74 |
24 |
(19) |
(1) |
1 |
- |
79 | |
Total |
9,699 |
1,172 |
(601) |
(89) |
(2) |
13 |
10,192 |
Consolidated |
||||||||
Balance at 12.31.2013 |
Additions |
Depreciation |
Corporate Restructuring(*) |
Write-offs |
Transfers |
Exchange rate changes |
Balance at 9.30.2014 | |
Land |
1,412 |
31 |
- |
- |
- |
- |
- |
1,443 |
Buildings |
2,017 |
17 |
(49) |
1 |
(1) |
63 |
- |
2,048 |
Leasehold improvements |
2,787 |
166 |
(146) |
- |
(9) |
212 |
- |
3,010 |
Machinery and equipment |
1,446 |
229 |
(203) |
2 |
(16) |
55 |
- |
1,513 |
Facilities |
326 |
45 |
(27) |
15 |
(2) |
12 |
- |
369 |
Furniture and fixtures |
526 |
72 |
(53) |
12 |
(4) |
(1) |
1 |
553 |
Vehicles |
166 |
10 |
(13) |
- |
(32) |
- |
- |
131 |
Construction in progress |
209 |
318 |
- |
2 |
(2) |
(340) |
- |
187 |
Other |
67 |
14 |
(18) |
- |
- |
(1) |
- |
62 |
Total |
8,956 |
902 |
(509) |
32 |
(66) |
- |
1 |
9,316 |
Finance lease |
||||||||
Equipment |
20 |
- |
(2) |
- |
- |
- |
- |
18 |
IT equipment |
43 |
- |
(13) |
- |
- |
2 |
- |
32 |
Facilities |
1 |
- |
- |
- |
- |
- |
- |
1 |
Furniture and fixtures |
8 |
- |
(1) |
- |
(1) |
- |
- |
6 |
Vehicles |
1 |
- |
(1) |
- |
- |
- |
- |
- |
Buildings |
24 |
- |
(1) |
- |
- |
- |
- |
23 |
97 |
- |
(18) |
- |
(1) |
2 |
- |
80 | |
Total |
9,053 |
902 |
(527) |
32 |
(67) |
2 |
1 |
9,396 |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
64
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
15. Property and equipment – Continued
|
Consolidated | ||||||
Balance at 9.30.2015 |
Balance at 12.31.2014 | ||||||
Cost |
Accumulated depreciation |
Net |
Cost |
Accumulated depreciation |
Net | ||
Land |
1,457 |
- |
1,457 |
1,449 |
- |
1,449 | |
Buildings |
3,040 |
(1,017) |
2,023 |
3,013 |
(966) |
2,047 | |
Leasehold improvements |
5,366 |
(1,819) |
3,547 |
4,929 |
(1,747) |
3,182 | |
Machinery and equipment |
3,387 |
(1,721) |
1,666 |
3,191 |
(1,586) |
1,605 | |
Facilities |
775 |
(362) |
413 |
722 |
(341) |
381 | |
Furniture and fixtures |
1,304 |
(630) |
674 |
1,171 |
(570) |
601 | |
Vehicles |
122 |
(36) |
86 |
179 |
(58) |
121 | |
Construction in progress |
159 |
- |
159 |
166 |
- |
166 | |
Others |
207 |
(119) |
88 |
188 |
(115) |
73 | |
15,817 |
(5,704) |
10,113 |
15,008 |
(5,383) |
9,625 | ||
Finance lease |
|||||||
Equipment |
36 |
(22) |
14 |
36 |
(20) |
16 | |
Hardware |
199 |
(163) |
36 |
174 |
(148) |
26 | |
Facilities |
2 |
(1) |
1 |
2 |
(1) |
1 | |
Furniture and fixtures |
15 |
(9) |
6 |
15 |
(8) |
7 | |
Vehicles |
- |
- |
- |
2 |
(1) |
1 | |
Buildings |
43 |
(21) |
22 |
44 |
(21) |
23 | |
295 |
(216) |
79 |
273 |
(199) |
74 | ||
Total |
16,112 |
(5,920) |
10,192 |
15,281 |
(5,582) |
9,699 |
15.1. Capitalized borrowing costs
The consolidated borrowing costs for the nine-month period ended September 30, 2015 were R$15 (R$9 for the nine-month period ended September 30, 2014). The rate used to determine the borrowing costs eligible for capitalization was 104.76% of the CDI (105 % of the CDI for the period ended September 30, 2014), corresponding to the effective interest rate on the Company’s borrowings.
15.2. Additions to property and equipment
Parent Company |
Consolidated | |||
9.30.2015 |
9.30.2014 |
9.30.2015 |
9.30.2014 | |
Additions |
518 |
305 |
1,172 |
902 |
Finance lease |
(5) |
- |
(24) |
- |
Capitalized interest |
(6) |
(4) |
(15) |
(8) |
Property and equipment financing - Additions |
(450) |
(35) |
(558) |
(58) |
Property and equipment financing - Payments |
479 |
46 |
595 |
62 |
Total |
536 |
312 |
1,170 |
898 |
15.3. Other information
As at September 30, 2015, the Company and its subsidiaries recorded in cost of sales and services the amount of R$33 (R$30 as at September 30, 2014) in parent company and R$97 (R$77 as at September 30, 2014) in consolidated referring to the depreciation of its fleet of trucks, machinery, buildings and facilities related to the distribution centers.
65
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
15. Property and equipment – Continued
15.1. Other information - continued
Considering that economic downturn appoints to non-realization of property and equipment, the Company reviewed the impairment test conducted in December 31, 2014 using current premises on September 30, 2015 base date.The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.
16. Intangible assets
The detailed information on intangible assets was presented in the annual financial statements for 2014, in note 16.
Parent company | ||||
Balance at 12.31.2014 |
Additions |
Amortization |
Balance at 9.30.2015 | |
Goodwill - home appliances |
179 |
- |
- |
179 |
Goodwill - retail |
394 |
- |
- |
394 |
Commercial rigths - retail |
43 |
- |
- |
43 |
Software and implementation |
579 |
84 |
(74) |
589 |
Software – capital leasing |
- |
10 |
- |
10 |
Total |
1,195 |
94 |
(74) |
1,215 |
Parent company | ||||
Balance at 12.31.2013 |
Additions |
Amortization |
Balance at 9.30.2014 | |
Goodwill - home appliances |
179 |
- |
- |
179 |
Goodwill - retail |
355 |
- |
- |
355 |
Commercial rigths - retail |
42 |
1 |
- |
43 |
Software and implementation |
551 |
86 |
(61) |
576 |
Total |
1,127 |
87 |
(61) |
1,153 |
Balance at 9.30.2015 |
Balance at 12.31.2014 | ||||||
Cost |
Accumulated |
Net |
Cost |
Accumulated |
Net | ||
Goodwill - home appliances |
179 |
- |
179 |
179 |
- |
179 | |
Goodwill - retail |
1,113 |
(719) |
394 |
1,113 |
(719) |
394 | |
Commercial rights - retail |
43 |
- |
43 |
43 |
- |
43 | |
Software and implementation |
1,027 |
(438) |
589 |
943 |
(364) |
579 | |
Software - capital leasing |
10 |
- |
10 |
- |
- |
- | |
2,372 |
(1,157) |
1,215 |
2,278 |
(1,083) |
1,195 |
66
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
16. Intangible assets – Continued
Balance at 12.31.2014 |
Additions |
Amortization |
Write-off |
Transfers |
Corporate restructuring(*) |
Exchange rate changes |
Balance at 9.30.2015 | |
Goodwill - cash and carry |
362 |
- |
- |
- |
- |
- |
- |
362 |
Goodwill - home appliances |
920 |
- |
- |
- |
- |
- |
- |
920 |
Goodwill - retail |
747 |
- |
- |
- |
- |
- |
- |
747 |
Goodwill - e-commerce |
254 |
- |
- |
- |
(3) |
(96) |
98 |
253 |
Brand - cash and carry |
39 |
- |
- |
- |
- |
- |
- |
39 |
Brand - home appliances |
2,061 |
- |
- |
- |
- |
- |
- |
2,061 |
Brand - e-commerce |
30 |
1 |
- |
- |
1 |
(22) |
12 |
22 |
Commercial rights - home appliances |
574 |
- |
(4) |
- |
- |
- |
- |
570 |
Commercial rights - retail |
46 |
- |
- |
- |
- |
- |
1 |
47 |
Commercial rights - cash and carry |
34 |
- |
- |
- |
- |
- |
- |
34 |
Costumer relationship - home appliances |
2 |
- |
(1) |
- |
- |
- |
(1) |
- |
Lease agreement – under advantageous condition - NCB |
97 |
- |
(21) |
- |
- |
- |
- |
76 |
Contractual Rights |
179 |
- |
(23) |
- |
- |
- |
- |
156 |
Software |
1,012 |
235 |
(160) |
(33) |
57 |
- |
65 |
1,176 |
Software capital leasing |
91 |
10 |
(8) |
- |
- |
- |
- |
93 |
Other |
47 |
87 |
(2) |
- |
(57) |
(8) |
26 |
93 |
Total |
6,495 |
333 |
(219) |
(33) |
(2) |
(126) |
201 |
6,649 |
(*) See note 3.1
Consolidated | ||||||||
Balance at 12.31.2013 |
Additions |
Amortization |
Write-off |
Transfers |
Corporate restructuring(**) |
Exchange rate changes |
Balance at 9.30.2014 | |
Goodwill - cash and carry |
362 |
- |
- |
- |
- |
- |
- |
362 |
Goodwill - home appliances |
896 |
- |
- |
- |
- |
- |
- |
896 |
Goodwill - retail |
747 |
- |
- |
- |
- |
- |
- |
747 |
Goodwill - e-commerce |
- |
- |
- |
- |
- |
236 |
5 |
241 |
Brand - cash and carry |
39 |
- |
- |
- |
- |
- |
- |
39 |
Brand - home appliances |
2,061 |
- |
- |
- |
- |
- |
- |
2,061 |
Brand - e-commerce |
- |
- |
- |
- |
- |
11 |
- |
11 |
Commercial rights - home appliances |
577 |
- |
(5) |
- |
- |
- |
- |
572 |
Commercial rights - retail |
43 |
1 |
- |
- |
1 |
- |
- |
45 |
Commercial rights - cash and carry |
29 |
5 |
- |
- |
- |
- |
- |
34 |
Costumer relationship - home appliances |
6 |
- |
(3) |
- |
- |
- |
- |
3 |
Lease agreement – under advantageous condition |
138 |
- |
(31) |
- |
- |
- |
- |
107 |
Contractual rights |
- |
186 |
- |
- |
- |
- |
- |
186 |
Software |
727 |
184 |
(93) |
(2) |
1 |
197 |
4 |
1,018 |
Softwares capital leasing |
77 |
26 |
(8) |
- |
- |
- |
- |
95 |
Others |
- |
- |
- |
- |
- |
2 |
- |
2 |
Total |
5,702 |
402 |
(140) |
(2) |
2 |
446 |
9 |
6,419 |
(**) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
67
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
16. Intangible assets – Continued
Balance at 9.30.2015 |
Balance at 12.31.2014 | ||||||
Cost |
Accumulated |
Net |
Cost |
Accumulated |
Net | ||
Goodwill - cash and carry |
371 |
(9) |
362 |
371 |
(9) |
362 | |
Goodwill - home appliances |
920 |
- |
920 |
920 |
- |
920 | |
Goodwill - retail |
1,848 |
(1,101) |
747 |
1,848 |
(1,101) |
747 | |
Goodwill - e-commerce |
253 |
- |
253 |
254 |
- |
254 | |
Brand - cash and carry |
39 |
- |
39 |
39 |
- |
39 | |
Brand - home appliances |
2,061 |
- |
2,061 |
2,061 |
- |
2,061 | |
Brand - e-commerce |
22 |
- |
22 |
30 |
- |
30 | |
Commercial rights - home appliances |
639 |
(69) |
570 |
637 |
(63) |
574 | |
Commercial rights - retail |
47 |
- |
47 |
46 |
- |
46 | |
Commercial rights - cash and carry |
34 |
- |
34 |
34 |
- |
34 | |
Costumer relationship - home appliances |
34 |
(34) |
- |
34 |
(32) |
2 | |
Lease agreement under advantageous condition - NCB |
290 |
(214) |
76 |
292 |
(195) |
97 | |
Contractual Rights |
186 |
(30) |
156 |
186 |
(7) |
179 | |
Software |
1,968 |
(792) |
1,176 |
1,621 |
(609) |
1,012 | |
Software capital leasing |
122 |
(29) |
93 |
112 |
(21) |
91 | |
Other |
109 |
(16) |
93 |
58 |
(11) |
47 | |
8,943 |
(2,294) |
6,649 |
8,543 |
(2,048) |
6,495 |
16.1.Impairment testing of goodwill and intangible assets
Goodwill and intangible assets were tested for impairment as at December 31, 2014 according to the method described in note 4 - Significant accounting policies, in the financial statements for the year ended December 31, 2014 released on February 12, 2015.
Considering that economic downturn appoints to non-realization of goodwill, the Company reviewed the impairment test conducted in 2014 using current premises on September 30, 2015 base date. The Company concluded that it is not necessary to record impairment losses and for the year ending December 31, 2015, the Company’s management will conduct a new impairment tests.
16.2.Additions to intangible assets
Parent Company |
Consolidated | |||
9.30.2015 |
09.30.2014 |
9.30.2015 |
09.30.2014 | |
Additions |
94 |
87 |
333 |
403 |
Contractual rights |
- |
- |
- |
(186) |
Finance lease |
(9) |
- |
(10) |
- |
Intangible assets financing - Additions |
(3) |
- |
(3) |
- |
Intangible assets financing - Payments |
6 |
5 |
6 |
5 |
Total |
88 |
92 |
326 |
222 |
68
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
17. Trade payables
The detailed information on trade payables was presented in the annual financial statements for 2014, in note 17.
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
Product suppliers |
2,481 |
3,606 |
10,102 |
13,437 | |
Service suppliers |
122 |
114 |
1,146 |
775 | |
Rebates |
(269) |
(540) |
(511) |
(890) | |
2,334 |
3,180 |
10,737 |
13,322 |
18. Borrowings and financing
The detailed information on borrowings and financing was presented in the annual financial statements for 2014, in note 18.
18.1.Debt breakdown
|
|
|
|||
|
Parent Company |
Consolidated | |||
Average rate |
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | |
Current |
|||||
Debentures |
|||||
Debentures, net (note 18.4) |
1,276 |
2,052 |
1,276 |
2,672 | |
Borrowings and financing |
|||||
Local currency |
|||||
BNDES (note 18.5) |
TJLP(*) + 3.60 per year |
82 |
82 |
82 |
89 |
BNDES (note 18.5) |
3.69% per year |
9 |
8 |
15 |
14 |
IBM |
CDI(**) - 0.71% per year |
- |
- |
39 |
34 |
Working capital |
102.48% of CDI |
108 |
481 |
107 |
753 |
Working capital |
14.58% per year |
- |
213 |
2,154 |
2,953 |
Working capital |
TR(***) + 9.91% per year |
- |
- |
4 |
- |
Sale of receivables |
109.00% of CDI |
- |
- |
21 |
- |
Finance lease |
30 |
25 |
43 |
34 | |
Swap contracts (note 18.6) |
102.00% of CDI |
- |
(12) |
- |
(12) |
Borrowing cost |
(2) |
(2) |
(3) |
(3) | |
227 |
795 |
2,462 |
3,862 | ||
Foreign currency |
|||||
Working capital (i) |
USD + 1.76% per year |
284 |
43 |
705 |
56 |
Swap contracts (note 18.6) |
102.49% of CDI |
(110) |
5 |
(196) |
4 |
Borrowing cost |
- |
- |
- |
- | |
174 |
48 |
509 |
60 | ||
Total current |
1,677 |
2,895 |
4,247 |
6,594 |
69
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
18. Borrowings and financing – Continued
18.1.Debt breakdown – Continued
|
|
Parent Company |
Consolidated | ||
Noncurrent |
Weighted average rate |
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 |
|
|||||
Debentures |
|||||
Debentures, net (note 18.4) |
897 |
896 |
897 |
896 | |
Borrowings and financing |
|||||
Local currency |
|||||
BNDES (note 18.5) |
TJLP(*) + 3.60 per year |
20 |
82 |
20 |
82 |
BNDES (note 18.5) |
2.92% per year |
10 |
14 |
56 |
57 |
IBM |
CDI(*) - 0.71% per year |
- |
- |
53 |
74 |
Working capital |
13.88% per year |
- |
- |
122 |
136 |
Working capital |
106.29% of CDI |
947 |
874 |
1,093 |
1,006 |
Working capital |
TR(*) + 9.92 % per year |
- |
- |
128 |
21 |
Finance lease |
122 |
131 |
230 |
229 | |
Swap contracts |
101.26% of CDI |
- |
- |
1 |
- |
Borrowing cost |
(3) |
(5) |
(7) |
(6) | |
1,096 |
1,096 |
1,696 |
1,599 | ||
Foreign currency |
|||||
Working capital (i) |
USD + 1.89% per year |
1,609 |
669 |
2,288 |
669 |
Swap contracts (note 18.6) |
102.08% of CDI |
(355) |
(30) |
(492) |
(30) |
1,254 |
639 |
1,796 |
639 | ||
Total noncurrent |
3,247 |
2,631 |
4,389 |
3,134 |
(*) Long-term interest rate – TJLP; Interbank deposit certificate – CDI and Benchmark reference rate - TR
18.2.Changes in borrowings
Parent Company |
Consolidated | ||
At December 31, 2014 |
5,526 |
9,728 | |
Additions - working capital |
740 |
4,625 | |
Additions - finance lease |
14 |
34 | |
Accrued interest |
404 |
726 | |
Accrued swap |
(432) |
(667) | |
Mark-to-market |
(3) |
(3) | |
Monetary and exchange rate changes |
508 |
795 | |
Borrowing cost |
4 |
1 | |
Interest paid |
(413) |
(768) | |
Payments |
(1,373) |
(5,768) | |
Swap paid |
(51) |
(67) | |
At September 30, 2015 |
4,924 |
8,636 |
Parent Company |
Consolidated | ||
At December 31, 2013 |
5,116 |
9,493 | |
Additions - working capital |
1,279 |
4,960 | |
Accrued interest |
327 |
665 | |
Accrued swap |
19 |
18 | |
Mark-to-market |
(1) |
(1) | |
Monetary and exchange rate changes |
4 |
7 | |
Borrowing cost |
7 |
8 | |
Interest paid |
(480) |
(784) | |
Payments |
(1,033) |
(4,915) | |
Swap paid |
65 |
|
65 |
Corporate restructuring(*) |
- |
|
45 |
At September 30, 2014 |
5,303 |
9,561 |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
70
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
18. Borrowings and financing – Continued
18.3.Maturity schedule of borrowings and financing recorded in noncurrent liabilities
|
|
|
|||||
Year |
Parent Company |
Consolidated | |||||
2016 |
480 |
864 | |||||
2017 |
1,583 |
2,062 | |||||
2018 |
673 |
720 | |||||
After 2019 |
517 |
753 | |||||
Subtotal |
3,253 |
4,399 | |||||
Borrowing costs |
(6) |
(10) | |||||
Total |
3,247 |
4,389 |
71
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
18. Borrowings and financing – Continued
18.4.Debentures
|
|
|
|
Date |
|
|
Parent Company |
Consolidated | |||
|
Type |
Issue amount |
Outstanding debentures |
Issue |
Maturity |
Annual financial charges |
Unit price |
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 |
Parent Company |
|
|
|
|
| ||||||
10th Issue – 1st series - CBD |
No preference |
800,000 |
- |
12/29/11 |
6/29/15 |
108.5% of CDI |
- |
- |
801 |
- |
801 |
11th Issue – CBD |
No preference |
1,200,000 |
120,000 |
5/2/12 |
11/2/15 |
CDI + 1% |
10,594 |
1,271 |
1,223 |
1,271 |
1,223 |
12th Issue – CBD |
No preference |
900,000 |
900,000 |
9/12/14 |
9/12/19 |
107.00% of CDI |
1,007 |
906 |
930 |
906 |
930 |
Subsidiaries |
|||||||||||
3rd Issue – 1st Series – Via Varejo |
No preference |
400,000 |
- |
1/30/12 |
7/30/15 |
CDI + 1% |
- |
- |
- |
- |
420 |
1st Issue – 2nd Series – Via Varejo |
No preference |
200,000 |
- |
6/29/12 |
1/29/15 |
CDI + 0.72% |
- |
- |
- |
- |
200 |
Borrowing cost |
(4) |
(6) |
(4) |
(6) | |||||||
Parent company/Consolidated – current and noncurrent |
2,173 |
2,948 |
2,173 |
3,568 | |||||||
Current liabilities |
1,276 |
2,052 |
1,276 |
2,672 | |||||||
Noncurrent liabilities |
897 |
896 |
897 |
896 |
72
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
18. Borrowings and financing – Continued
18.5 Guarantees
The Company signed promissory notes and letters of guarantee as collateral for borrowings and financing with BNDES.
18.6 Swap contracts
The Company and its Brazilian subsidiaries use swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal. The weighted average annual rate of CDI in 2015 was 12.58% (10.33% in 2014).
18.7 Credit facilities
The Company and subsidiaries entered into credit facility agreements, not used, in the amount of R$1,350. These agreements were entered into under market conditions and are effective for 2016 and 2017.
73
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19. Financial instruments
The detailed information on financial instruments was presented in the annual financial statements for 2014, in note 19.
The main financial instruments and their carrying amounts in the interim financial information, by category, are as follows:
|
Parent Company |
Consolidated | ||
|
Carrying amount |
Carrying amount | ||
|
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 |
Financial assets: |
|
|
||
Loans and receivables (including cash) |
||||
Cash and cash equivalents |
1,744 |
2,923 |
5,414 |
11,149 |
Trade receivables and other receivables |
388 |
462 |
4,923 |
4,246 |
Related parties - assets (*) |
305 |
398 |
358 |
313 |
Financial liabilities: |
||||
Other financial liabilities - amortized cost |
||||
Related parties - liabilities (*) |
(1,741) |
(1,751) |
(1,647) |
(261) |
Trade payables |
(2,334) |
(3,180) |
(10,737) |
(13,322) |
Financing for purchase of assets |
(55) |
(88) |
(68) |
(106) |
Acquisition of noncontrolling interest |
- |
- |
(71) |
(130) |
Debentures |
(2,173) |
(2,948) |
(2,173) |
(3,568) |
Borrowings and financing |
(1,322) |
(1,691) |
(4,025) |
(5,241) |
Fair value through profit or loss |
|
|
|
|
Borrowings and financing, including derivatives |
(1,429) |
(887) |
(2,438) |
(919) |
Net exposure |
(6,617) |
(6,762) |
(10,464) |
(7,839) |
(*)Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties.
The fair value of other financial instruments detailed in table above approximates the carrying amount based on the existing terms and conditions. The financial instruments measured at amortized cost, the related fair values of which differ from the carrying amounts, are disclosed in note 19.3.
74
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19. Financial instruments – Continued
19.1. Considerations on risk factors that may affect the business of the Company and its subsidiaries:
(i) Capital risk management
The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.
There were no changes as to objectives, policies or processes during the nine-month period ended September 30, 2015.
Parent Company |
Consolidated | |||||
9.30.2015 |
12.31.2014 |
|
9.30.2015 |
12.31.2014 | ||
|
|
|
|
|
|
|
Borrowings and financing |
4,924 |
5,526 |
8,636 |
9,728 | ||
(-) Cash and cash equivalents |
(1,744) |
(2,923) |
(5,414) |
(11,149) | ||
Net debt (cash) |
3,180 |
2,603 |
3,222 |
(1,421) | ||
Equity |
10,468 |
10,580 |
14,073 |
14,482 | ||
Equity and net debt ratio |
13,648 |
13,183 |
17,295 |
13,061 | ||
Net indebtedness ratio |
0.30 |
0.25 |
0.23 |
(0.10) | ||
Other liabilities with related parties |
1,502 |
12 | ||||
Equity, net debt ratio and related parties |
13,648 |
13,183 |
18,797 |
13,073 |
(ii) Liquidity risk management
The Company manages liquidity risk through the daily follow-up of cash flows, control of maturities of financial assets and liabilities, and a close relationship with the main financial institutions.
The table below summarizes the aging profile of the Company’s financial liabilities as at September 30, 2015 and December 31, 2014.
19.1.1. Parent Company
Up to 1 Year |
1 – 5 years |
More than 5 years |
Total | |
Borrowings and financing |
527 |
2,955 |
10 |
3,492 |
Debentures |
1,425 |
1,266 |
- |
2,691 |
Derivatives |
32 |
(303) |
- |
(271) |
Finance lease |
36 |
106 |
27 |
169 |
Trade payables |
2,334 |
- |
- |
2,334 |
Total |
4,354 |
4,024 |
37 |
8,415 |
75
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19. Financial instruments – Continued
19.1.Considerations on risk factors that may affect the business of the Company and its subsidiaries – Continued
(ii) Liquidity management risk – Continued
19.1.2. Consolidated
Up to 1 Year |
1 – 5 years |
More than 5 years |
Total | |
Borrowings and financing |
3,283 |
4,155 |
93 |
7,531 |
Debentures |
1,425 |
1,266 |
- |
2,691 |
Derivatives |
45 |
(409) |
11 |
(353) |
Finance lease |
60 |
201 |
74 |
335 |
Trade payables |
10,737 |
- |
- |
10,737 |
Sale of receivables |
21 |
- |
- |
21 |
Total |
15,571 |
5,213 |
178 |
20,962 |
(iii) Derivative financial instruments
|
|
Consolidated | ||||
Notional value |
Fair value | |||||
9.30.2015 |
12.31.2014 |
|
9.30.2015 |
12.31.2014 | ||
Fair value hedge |
|
|
|
|
| |
Purpose of hedge (debt) |
2,502 |
842 |
3,098 |
959 | ||
Long position (buy) |
||||||
Prefixed rate |
TR+9.92% per year |
127 |
151 |
107 |
234 | |
US$ + fixed |
1.83% per year |
2,375 |
691 |
3,004 |
732 | |
2,502 |
842 |
3,111 |
966 | |||
Short position (sell) |
||||||
101.98% per year |
(2,502) |
(842) |
(2,424) |
(928) | ||
Net hedge position |
- |
- |
687 |
38 |
Realized and unrealized gains and losses on these contracts during the nine-month period ended September 30, 2015 are recorded in financial income (expenses), net and the balance payable at fair value is R$687 (R$38 as at December 31, 2014), recorded in line item “Borrowings and financing”.
The effects of the fair value hedge recorded in the statement of income for the period ended September 30, 2015 were a gain of R$95 in cost debt line in financial result(loss of R$20 as at September 30, 2014).
76
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19. Financial instruments – Continued
19.2.Sensitivity analysis of financial instruments
The Company discloses the net exposure of the derivative financial instruments, for each of the scenarios mentioned.
For the probable scenario, the weighted average exchange rate was R$4,48 on the due date, and the weighted interest rate was 10.29% per year. The sources used are the same as those of the annual financial statements for 2014.
(i) Other financial instruments
Operations |
Risk (CDI increase) |
Balance at 09.30.2015 |
Scenario I |
|
Scenario II |
|
Scenario III |
|
|
|
|
|
| ||
Fair value hedge (fixed rate) |
101.26% of CDI |
(107) |
(158) |
(163) |
(168) | ||
Fair value hedge (exchange rate) |
101.94% of CDI |
(2,317) |
(2,768) |
(2,847) |
(2,980) | ||
Debentures |
CDI + 1% |
(1,271) |
(1,288) |
(1,292) |
(1,295) | ||
Debentures |
107% of CDI |
(906) |
(1,052) |
(1,088) |
(1,124) | ||
Bank loans - CBD |
105.95% of CDI |
(1,053) |
(1,212) |
(1,252) |
(1,292) | ||
Leases |
100.19% of CDI |
(92) |
(107) |
(110) |
(114) | ||
Leases |
95.31% of CDI |
(24) |
(28) |
(29) |
(29) | ||
Bank loans- Via Varejo |
CDI - 0.71% |
(92) |
(105) |
(108) |
(112) | ||
Bank loans - Barcelona |
108 % of CDI |
(147) |
(170) |
(176) |
(184) | ||
Total borrowings and financing exposure |
(6,009) |
(6,888) |
(7,065) |
(7,298) | |||
Cash and cash equivalents (*) |
101.58% of CDI |
4,781 |
5,537 |
5,726 |
5,915 | ||
Net exposure |
|
(1,351) |
(1,339) |
(1,383) | |||
Net effect - gain (loss) |
|
(123) |
(111) |
(155) | |||
(*) weighted average |
The Company has a net exposure of US$ 106 million american dollars (between trade payables and financial investments abroad) and investments in subsidiaries abroad amounting to 2 million euros. Company’s management did not prepared sensitivity analysis related to Exchange variation exposure because the amount is not considered relevant.
In addition, Company has a borrowing of R$ 1,502 with Casino’s group company Polca, this balance yelds EONIA + 0.5 per year. Considering that part of that interest rate is post-fixed and not representative, Company is not exposed to relevant variation of this interest rate.
77
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19.2.Sensitivity analysis of financial instruments - Continued
(ii) Investment hedge in foreign operation
For this type of hedge the effective portion on market value changes attributed to exchange currency risks is recognized and other comprehensive income, as the ineffective portion is recognized directly in the net income for the period. Accumulated gains or losses are reclassified to net income when an investment loss or write-off is recorded. Company designates the hedge in 30-days periods, in which the amount of the risk covered was R$ 42 on September 30, 2015.In addition, the effects recognized in equity as resulting from the instrument amounts to R$ 1.
19.3.Fair value measurements
The Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which differ from the carrying amount, in accordance with CPC 46 (“IFRS13”), which refer to the concepts of measurement and disclosure requirements.
The fair values of cash and cash equivalents, trade receivables, short and long-term debt and trade payables are equivalent to their carrying amounts.
The table below presents the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost, the fair value of which is disclosed in the financial statements:
|
Carrying amount at 9.30.2015 |
Fair value at 9.30.2015 |
Fair value measurement at the end of the reporting period using other significant observable assumptions |
Financial instruments at fair value through profit (loss) |
|||
Cross-currency interest rate swaps |
552 |
552 |
level 2 |
Interest rate swaps |
(1) |
(1) |
- |
Borrowings and financing (fair value) |
(2,989) |
(2,989) |
level 2 |
|
|
|
|
Financial instruments at amortized cost, in which the fair value is disclosed |
|
|
|
Borrowings and financing (amortized cost) |
(6,198) |
(6,453) |
level 2 |
Total |
(8,636) |
(8,891) |
|
There were no changes between the fair value measurements levels in the nine-month period ended September 30, 2015.
· Cross-currency and interest rate swaps and borrowings and financing are classified in level 2 since the fair value of such financial instruments was determined based on readily observable market inputs, such as expected interest rate and current and future foreign exchange rate.
78
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
19. Financial instruments – Continued
19.4.Consolidated position of derivative transactions
The consolidated position of outstanding derivative transactions is presented in the table below:
Outstanding |
Amount payable or receivable |
Fair value | ||||||
Description |
Counterparties |
Notional value |
Contracting date |
Maturity |
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 |
Exchange swaps |
||||||||
registered with CETIP |
||||||||
(US$ x CDI) |
||||||||
Banco Tokyo |
US$ 75 |
1/14/2014 |
1/10/2017 |
115 |
16 |
103 |
11 | |
Banco JP Morgan |
US$ 50 |
3/19/2014 |
3/21/2016 |
80 |
14 |
79 |
11 | |
Citibank |
US$ 16 |
10/14/2014 |
10/14/2015 |
24 |
3 |
24 |
2 | |
Mizuho |
US$ 50 |
10/31/2014 |
10/31/2017 |
74 |
8 |
62 |
4 | |
Citibank |
US$ 85 |
11/21/2014 |
11/21/2016 |
115 |
3 |
102 |
(4) | |
Citibank |
US$ 5 |
10/14/2014 |
10/14/2015 |
8 |
1 |
8 |
1 | |
Banco Tokyo |
US$ 75 |
1/2/2015 |
12/29/2016 |
101 |
- |
87 |
- | |
Citibank |
US$ 5 |
1/28/2015 |
1/28/2016 |
7 |
- |
7 |
- | |
HSBC |
US$ 100 |
2/25/2015 |
11/25/2016 |
107 |
- |
90 |
- | |
Bradesco |
US$ 100 |
4/27/2015 |
4/27/2016 |
81 |
- |
78 |
- | |
Citibank |
US$ 50 |
4/10/2015 |
4/10/2017 |
41 |
- |
30 |
- | |
Citibank |
US$ 30 |
4/14/2015 |
4/17/2017 |
24 |
- |
18 |
- | |
Banco Tokyo |
US$ 50 |
7/31/2015 |
7/31/2017 |
29 |
- |
19 |
- | |
Bank of America |
US$ 40 |
9/14/2015 |
9/14/2017 |
2 |
- |
(7) |
- | |
Scotiabank |
US$ 50 |
9/30/2015 |
9/29/2017 |
(3) |
- |
(11) |
- | |
Interest rate swap |
||||||||
registered with CETIP |
||||||||
(fixed rate x CDI) |
||||||||
Banco do Brasil |
R$ 130 |
6/28/2010 |
6/2/2015 |
- |
13 |
- |
12 | |
Itaú BBA |
R$ 21 |
11/11/2014 |
11/5/2026 |
- |
1 |
(1) |
1 | |
Itaú BBA |
R$ 54 |
1/14/2015 |
1/5/2027 |
(1) |
- |
(1) |
||
Itaú BBA |
R$ 52 |
5/26/2015 |
5/5/2027 |
(1) |
- |
- |
||
803 |
59 |
687 |
38 |
(*) Clearinghouse for the Custody and Financial Settlement of Securities
79
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
20. Taxes and contributions payable and taxes payable in installments
The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2014, in note 20.
20.1.Taxes and contributions payable and taxes payable in installments
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
PIS and COFINS |
3 |
31 |
391 |
360 | |
Provision for income tax and social contribution |
19 |
48 |
69 |
161 | |
ICMS |
19 |
23 |
94 |
153 | |
Others |
2 |
6 |
135 |
118 | |
43 |
108 |
689 |
792 | ||
|
|
| |||
Taxes payable in installments - Law 11,941/09 |
650 |
680 |
650 |
680 | |
Others |
9 |
12 |
9 |
12 | |
659 |
692 |
659 |
692 | ||
Current |
122 |
183 |
768 |
867 | |
Noncurrent |
580 |
617 |
580 |
617 |
20.2. Maturity schedule of taxes payable in installments in noncurrent liabilities:
In |
Parent Company and Consolidated |
| |
2017 |
19 |
2018 |
78 |
2019 |
75 |
2020 |
74 |
After 2021 |
334 |
Total |
580 |
80
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
21. Income tax and social contribution
The detailed information on income tax and social contribution was presented in the annual financial statements for 2014, in note 21.
21.1. Income and social contribution tax expense reconciliation
Parent Company |
Consolidated | ||||
9.30.2015 |
03.31.2014 |
9.30.2015 |
03.31.2014 | ||
Profit before income tax and social contribution |
272 |
893 |
201 |
1,563 | |
Income tax and social contribution at the nominal rate of 25% for the Company and 34% for subsidiaries |
(68) |
(223) |
(80) |
(470) | |
Deferred income tax over carrying amount not recognized |
- |
- |
(74) |
- | |
Tax penalties |
(2) |
(3) |
(3) |
(6) | |
Share of profit of subsidiaries and associates |
47 |
111 |
29 |
23 | |
Effect of tax rates in foreign entities |
- |
- |
14 |
- | |
Other permanent differences (nondeductible) |
(4) |
6 |
14 |
(24) | |
Effective income tax and social contribution |
(27) |
(109) |
(100) |
(477) | |
Income tax and social contribution for the period: |
|||||
Current |
2 |
(59) |
(88) |
(300) | |
Deferred |
(29) |
(50) |
(12) |
(177) | |
Deferred income tax and social contribution expense |
(27) |
(109) |
(100) |
(477) | |
Effective rate |
9.93% |
12.21% |
49.75% |
30.52% |
CBD does not pay social contribution based on a final and unappealable court decision in the past; therefore its nominal rate is 25%.
21.2. Breakdown of deferred income tax and social contribution
|
Parent Company |
Consolidated | |||
|
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | |
Tax losses |
111 |
- |
589 |
354 | |
Provision for risks |
182 |
156 |
407 |
346 | |
Provision for derivative transactions taxed on a cash basis |
(127) |
(5) |
(120) |
(10) | |
Estimated loss on doubtful accounts |
2 |
1 |
94 |
94 | |
Provision for current expenses |
2 |
3 |
25 |
63 | |
Goodwill tax amortization |
(5) |
16 |
(572) |
(469) | |
Present value adjustment |
1 |
1 |
(5) |
(6) | |
Lease adjustment |
6 |
8 |
(114) |
(95) | |
Mark-to-market adjustment |
(1) |
(2) |
(1) |
(2) | |
Fair value of assets acquired in business combination |
- |
- |
(792) |
(790) | |
Technological innovation – future realization |
(19) |
(21) |
(19) |
(21) | |
Depreciation of fixed assets as per tax rates |
(134) |
(114) |
(146) |
(124) | |
Other |
10 |
13 |
27 |
18 | |
Deferred income tax and social contribution |
28 |
56 |
(627) |
(642) | |
Noncurrent assets |
28 |
56 |
568 |
491 | |
Noncurrent liabilities |
- |
- |
(1,195) |
(1,133) | |
Deferred income tax and social contribution |
28 |
56 |
(627) |
(642) |
81
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
21. Income tax and social contribution – Continued
21.2.Breakdown of deferred income tax and social contribution – Continued
The Company estimates to recover these deferred tax assets as follows:
Year |
Parent Company |
Consolidated |
|
|
|
2016 |
17 |
119 |
2017 |
3 |
286 |
2018 |
4 |
43 |
2019 |
4 |
46 |
2020 |
- |
23 |
After 2020 |
- |
51 |
|
28 |
568 |
|
|
21.3.Changes in deferred income tax and social contribution
|
|
||||
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
At the beginning of the period |
56 |
121 |
(642) |
(110) | |
Expense for the period |
(29) |
(50) |
(12) |
(177) | |
Payment of installments and other tax obligations |
- |
- |
- |
(27) | |
Corporate restructuring(*) |
- |
- |
- |
42 | |
Exchange rate changes |
- |
- |
46 |
- | |
Other |
1 |
- |
(19) |
4 | |
At the end of the period |
28 |
71 |
(627) |
(268) |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
22. Acquisition of companies
The detailed information on acquisition of companies was presented in the annual financial statements for 2014, in note 22.
|
Consolidated | |
|
9.30.2015 |
12.31.2014 |
|
| |
Acquisition of interest in Assaí |
7 |
6 |
Acquisition of interest in Sendas |
64 |
124 |
|
71 |
130 |
|
| |
Current liabilities |
71 |
73 |
Noncurrent liabilities |
- |
57 |
|
|
82
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks
The provision for risks is estimated by the Company’s management, supported by its legal counsel. The provision was recognized in an amount considered sufficient to cover probable losses.
23.1.Parent Company
|
PIS/COFINS |
Tax and others |
Social security and labor |
Civil |
Regulatory |
Total |
Balance at December 31, 2014 |
40 |
190 |
168 |
72 |
13 |
483 |
|
|
|||||
Additions |
- |
9 |
17 |
11 |
14 |
51 |
Payments |
- |
- |
(12) |
(5) |
(5) |
(22) |
Reversals |
- |
(27) |
(6) |
(22) |
(10) |
(65) |
Inflation adjustment |
2 |
15 |
20 |
12 |
3 |
52 |
Balance at September 30, 2015 |
42 |
187 |
187 |
68 |
15 |
499 |
|
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Total |
Balance at December 31, 2013 |
209 |
67 |
149 |
71 |
496 |
|
|||||
Additions |
35 |
6 |
22 |
18 |
81 |
Payments |
- |
(4) |
(18) |
(4) |
(26) |
Reversals |
(7) |
(2) |
(3) |
(11) |
(23) |
Inflation adjustment |
7 |
4 |
11 |
11 |
33 |
Payment of installments |
(206) |
- |
- |
- |
(206) |
Balance at September 30, 2014 |
38 |
71 |
161 |
85 |
355 |
23.2.Consolidated
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Regulatory |
Total | |
Balance at December 31, 2014 |
79 |
510 |
521 |
199 |
35 |
1,344 |
|
|
|
|
|
|
|
Additions |
9 |
16 |
161 |
191 |
19 |
396 |
Payments |
- |
- |
(105) |
(105) |
(7) |
(217) |
Reversals |
(8) |
(129) |
(9) |
(104) |
(18) |
(268) |
Inflation adjustment |
5 |
25 |
53 |
41 |
4 |
128 |
Transfers |
- |
(8) |
1 |
7 |
- |
- |
Exchange rates changes |
- |
4 |
1 |
7 |
- |
12 |
Balance at September 30, 2015 |
85 |
418 |
623 |
236 |
33 |
1,395 |
|
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Total |
Balance at December 31, 2013 |
272 |
403 |
297 |
175 |
1,147 |
|
|||||
Additions |
48 |
10 |
238 |
125 |
421 |
Payments |
- |
(4) |
(51) |
(28) |
(83) |
Reversals |
(7) |
(2) |
(57) |
(81) |
(147) |
Inflation adjustment |
10 |
12 |
42 |
37 |
101 |
Transfers |
- |
- |
- |
2 |
2 |
Payment of installments |
(211) |
(85) |
- |
- |
(296) |
Corporate reorganization (*) |
- |
6 |
- |
3 |
9 |
Balance at September 30, 2014 |
112 |
340 |
469 |
233 |
1,154 |
(*) The corporate restructuring was presented in the interim financial information on September 30, 2014, in the note 13b.
83
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks – Continued
23.3.Tax
As per prevailing legislation, tax claims are subject to monetary indexation, which refers to an adjustment to the provision for tax risks according to the indexation rates used by each tax jurisdiction. In all cases, both the interest charges and fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.
The main provisioned tax claims are as follows:
23.3.1. COFINS and PIS
Since the noncumulative regime to calculate PIS and COFINS has been used, the Company and its subsidiaries have challenged the right to deduct ICMS from the base of these two contributions and other less important matters. The amount accrued as at September 30, 2015 is R$ 85 (R$ 72 as at December 31, 2014).
23.3.2. Tax
The Company and its subsidiaries have other tax claims, which after analysis by its legal counsel, were considered as probable losses and accrued by the Company. These refer to: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (iii) challenge on the Poverty Fighting Fund established by the Rio de Janeiro State Government; (iv) challenges on purchases from suppliers considered not qualified in the State Finance Department registry, error in application of rate and accessory obligations by State tax authorities; and (v) other less relevant issues.
The amount accrued for these matters as at September 30, 2015 is R$119 (R$108 as at December 31, 2014).
ICMS
The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$ 128 as at September 30, 2015 (R$147 as at December 31, 2014) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.
23.3.3. Supplementary Law 110/2001
The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at September 30, 2015 is R$60 (R$48 as at December 31, 2014).
84
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks – Continued
23.1.Tax – Continued
23.3.4. Others contingent tax liabilities - Cdiscount
There were consolidated provisions for contingent tax liabilities from foreign e-commerce entities. As at September 30, 2015 the contingent tax liabilities amount to R$14 (R$20 as at December 31, 2014).
23.3.5. Others contingent tax liabilities - Via Varejo
Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15 (IFRS 3). As at September 30, 2015, the recorded amount related to contingent tax liabilities is R$91 (R$87 as at December 31, 2014).
These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.
23.3.6. Others contingent tax liabilities - Bartira
In line with the business combination of Bartira in 2013, contingent tax liabilities were recorded. The main matter refers to possible failure in supporting documentation of transactions, totaling R$106 in income tax, social contribution, PIS, COFINS and ICMS, of which R$100 are related to risks that expired in the first half year of 2015, being this amount written-off and recognize in “other Income/Expenses” in the statement of Income.
On September 30, 2015 the total contingent liabilities amounts to R$18, of which R$6 of tax and R$12 of labor contingencies, (R$118 at December 31, 2014).
23.3.7. Others contingent tax liabilities - REFIS (tax debt refinancing program)
Law 12,996/2014 amended by Provisional Act - MP 651, introduced interest and penalties reduction benefits for cash payments and payments in installments of federal debts. The Company considered an appropriate procedure to enroll in the REFIS program to settle part of its debts, utilizing also part of the tax losses for payment of the debt balance.
23.4.Labor
The Company and subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At September 30, 2015, the Company recorded a provision amount of R$623 (R$521 as at December 31, 2014) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.
23.5.Civil and others
The Company and its subsidiaries are parties to civil lawsuits at several court levels (indemnities and collections, among others) and at different courts. The Company’s management records provisions in amounts considered sufficient to cover unfavorable court decisions, when its legal counsel considers the loss as probable.
85
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks – Continued
23.5.Civil and others – Continued
Among these lawsuits, we point out the following:
· The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the rent amount will be changed by the entity. As at September 30, 2015, the amount accrued for these lawsuits is R$38 (R$55 as at December 31, 2014), for which there are no escrow deposits.
· Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which Consumer Protection Agencies ( Procon ) , National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities. Company supported by its legal counsel, revises that claims, recording a provision according to probable cash expending and estimative of loss . On September 2015 the amounting of this provision is R$ 33 (R$35 on December 31,2014)
· The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits totals R$81 as at September 30, 2015 (R$86 as at December 31, 2014).
Total civil lawsuits and others as at September 30, 2015 amount to R$261 (R$234 as at December 31, 2014).
23.6.Other non-accrued contingent liabilities
The Company has other litigations which have been analyzed by the legal counsel and considered as possible, not probable, loss, and which therefore have not been accrued, amounting to R$10,777 as at September 30, 2015 (R$8,552 as at December 31, 2014), related mainly to:
· INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$398 as at September 30, 2015 (R$318 as at December 31, 2014). The lawsuits are under administrative and court discussions.
· IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income, ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. The lawsuits await administrative and court ruling. The amount involved is R$1,739 as at September 30, 2015 (R$1,368 as at December 31, 2014).
Among those claims, there are some related to challenges of differences in the payment of income tax, supposedly due under the allegation that there was undue deduction of goodwill amortization resulting from transactions between shareholders Casino and Abilio Diniz in relation to years 2007-2011. The amount involved (and included in the paragraph above) is R$744 as at September 30, 2015 (R$ 692 as at December 31, 2014), partly classified as possible loss and partly classified as remote loss.
86
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks – Continued
23.6.Other non-accrued contingent liabilities – Continued
· COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and unappealable decision, other requests for offset, collection of taxes on soybean export operations, tax payment divergences and overpayments; fine for failure to comply with accessory obligations, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. These lawsuits await decision at the administrative and court levels. The amount involved in these assessments is R$1,524 as at September 30, 2015 (R$921 as at December 31, 2014).
· ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) refund of tax replacement without proper compliance with accessory obligations introduced by CAT Administrative Rule 17 of the State of São Paulo; (iv) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vii) among other matters. The total amount of these assessments is R$5,955 as at September 30, 2015 (R$5,087 as at December 31, 2014), which await a final decision at the administrative and court levels.
· Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Fees, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$401 as at September 30, 2015 (R$353 as at December 31, 2014), which await decision at the administrative and court levels.
· Other 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$760 as at September 30, 2015 (R$505 as at December 31, 2014).
The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at September 30, 2015 the estimated amount, in case of success in all lawsuits, is approximately R$87 (R$122 as at December 31,2014).
87
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
23. Provision for risks – Continued
23.7.Restricted deposits for legal proceedings
The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court restricted deposits in the corresponding amounts, as well as escrow deposits related to the provision for legal proceedings.
The Company has recorded restricted deposits in the assets.
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
Tax |
98 |
61 |
209 |
163 | |
Labor |
346 |
332 |
734 |
618 | |
Civil and other |
22 |
17 |
46 |
44 | |
Regulatory |
11 |
10 |
34 |
32 | |
Total |
477 |
420 |
1,023 |
857 |
23.8.Guarantees
Lawsuits |
Real estate |
Equipment |
Guarantee |
Total |
|
|
|
| |
Tax |
853 |
- |
7,355 |
8,208 |
Labor |
7 |
3 |
53 |
63 |
Civil and other |
- |
1 |
310 |
311 |
Regulatory |
10 |
- |
7 |
17 |
Total |
870 |
4 |
7,725 |
8,599 |
The cost of guarantees is approximately 0.98% per year of the amount of the lawsuits and is recorded as expense.
88
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
24. Leasing transactions
24.1. Operating lease
(i) Non-cancelable minimum payments
|
Consolidated |
|
9.30.2015 |
|
|
Minimum rental payment: |
|
Up to 1 year |
24 |
1 to 5 years |
101 |
Over 5 years |
80 |
|
205 |
Refer to non-cancellable rental agreements through the due dates. The operating leasing agreements vary from 5 to 20 years and the table above presents the non-cancelable agreements. There are other operating lease agreements that GPA management considers as cancelable, recording the related expenses in the statement of income. The total expense recorded as “noncontingent payments” related to operating lease agreements is presented in item (iii) below.
(ii) Minimum rental payments on the agreement termination date
The Company analyzed and concluded that the rental agreements are cancelable over their duration. In case of termination, minimum payments will be due as a termination fee, which can vary from 1 to 12 months of rental or a fixed percentage of the contractual balance.
|
Parent Company |
|
Consolidated |
9.30.2015 |
9.30.2015 | ||
Minimum rental payments |
|||
Minimum payments on the termination date |
265 |
712 | |
Total |
265 |
712 |
(iii) Contingent payments
Management considers the payment of additional rents as contingent payments, which vary between 0.5% and 2.5% of sales.
Parent Company |
|
Consolidated | |||
Expenses (income) for the period: |
9.30.2015 |
9.30.2014 |
9.30.2015 |
9.30.2014 | |
Contingent payments |
267 |
266 |
498 |
450 | |
Noncontingent payments |
131 |
107 |
684 |
686 | |
Subleases (*) |
(82) |
(95) |
(108) |
(121) |
(*) Refers to lease agreements receivable from commercial shopping malls.
89
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
24. Leasing transactions – Continued
24.2. Finance lease
Finance lease agreements amounted to R$335 as at September 30, 2015 (R$323 as at December 31, 2014), as shown in the table below:
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | |
Finance lease liability –minimum rental payments: |
|||||
Up to 1 year |
30 |
25 |
43 |
34 | |
1 - 5 years |
96 |
87 |
161 |
133 | |
Over 5 years |
26 |
44 |
69 |
96 | |
Present value of finance lease agreements |
152 |
156 |
273 |
263 | |
Future finance charges |
17 |
15 |
62 |
60 | |
Gross amount of finance lease agreements |
169 |
171 |
335 |
323 |
25. Deferred revenue
The Company and its subsidiary Via Varejo received in advance amounts from business partners on exclusivity in the intermediation of additional or extended warranties services, and the subsidiary Barcelona received in advance amounts for the rental of back lights for exhibition of products from its suppliers.
Parent Company |
Consolidated | ||||
9.30.2015 |
12.31.2014 |
9.30.2015 |
12.31.2014 | ||
Additional or extended warranties |
38 |
48 |
796 |
859 | |
Bradesco agreement |
- |
- |
17 |
25 | |
Swap agreement |
- |
- |
67 |
70 | |
Investments in media |
7 |
21 |
8 |
48 | |
Services rendering agreement - Allpark |
16 |
- |
16 |
- | |
Back lights |
- |
- |
11 |
28 | |
Spread BCA - Customers base exclusivity (5 years) |
- |
- |
23 |
10 | |
Tax credit research |
- |
- |
2 |
2 | |
Others |
- |
- |
19 |
6 | |
61 |
69 |
959 |
1,048 | ||
Current |
32 |
4 |
306 |
214 | |
Noncurrent |
29 |
65 |
653 |
834 |
90
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
26. Shareholders’ equity
The detailed information on shareholders’ equity was presented in the annual financial statements for 2014, in note 26.
26.1.Capital stock
The subscribed and paid-up capital as at September 30, 2015 is represented by 265,697 (265,283 as at December 31, 2014) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at September 30,2015 (99,680 as at December 31, 2014) and 166,017 in thousands of preferred shares as at September 30, 2015 (165,603 as at December 31, 2014).
The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of any amendment to the Company’s Bylaws, upon resolution of the Board of Directors, which will establish the issue conditions.
· At the Board of Directors’ Meetings held on February 12,2015, March 20, 2015, May 7,2015 and July 28,2015, the capital was increased by R$14 through the issue of 413(in thousands of shares) preferred shares.
26.2.Stock option plan for preferred shares
Information on the stock option plans is summarized below:
|
|
Price |
Lot of shares | ||||||
Series granted |
Grant date |
1st date of exercise |
2nd date of exercise and expiration |
At the grant date |
End of the year |
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
Balance at September 30, 2015 |
|
|
|
|
|
| |||
Series A5 - Gold |
5/31/2011 |
5/31/2014 |
5/31/2015 |
0.01 |
0.01 |
299 |
(285) |
(14) |
- |
Series A5 - Silver |
5/31/2011 |
5/31/2014 |
5/31/2015 |
54.69 |
54.69 |
299 |
(285) |
(14) |
- |
Series A6 - Gold |
3/15/2012 |
3/31/2015 |
3/31/2016 |
0.01 |
0.01 |
526 |
(489) |
(36) |
1 |
Series A6 - Silver |
3/15/2012 |
3/31/2015 |
3/31/2016 |
64.13 |
64.13 |
526 |
(487) |
(36) |
3 |
Series A7 - Gold |
3/15/2013 |
3/31/2016 |
3/31/2017 |
0.01 |
0.01 |
358 |
(172) |
(32) |
154 |
Series A7 - Silver |
3/15/2013 |
3/31/2016 |
3/31/2017 |
80 |
80 |
358 |
(172) |
(31) |
155 |
Series B1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
0.01 |
0.01 |
239 |
(15) |
(53) |
171 |
Series C1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
83.22 |
83.22 |
239 |
(11) |
(62) |
166 |
Series B2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
0.01 |
0.01 |
337 |
(5) |
(13) |
319 |
Series C2 |
5/29/2015 |
6/1/2018 |
11/30/2018 |
77.27 |
77.27 |
337 |
- |
(20) |
317 |
|
|
|
|
|
|
3,518 |
(1,921) |
(311) |
1,286 |
|
|
Price |
Lot of shares | ||||||
Series granted |
Grant date |
1st date of exercise |
2nd date of exercise and expiration |
At the grant date |
End of the year |
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
Balance at December 31, 2014 |
|
|
|
|
|
| |||
Series A4 - Gold |
5/24/2010 |
5/31/2013 |
5/31/2014 |
0.01 |
0.01 |
514 |
(512) |
(2) |
- |
Series A4 - Silver |
5/24/2010 |
5/31/2013 |
5/31/2014 |
46.49 |
46.49 |
182 |
(181) |
(1) |
- |
Series A5 - Gold |
5/31/2011 |
5/31/2014 |
5/31/2015 |
0.01 |
0.01 |
299 |
(282) |
(14) |
3 |
Series A5 - Silver |
5/31/2011 |
5/31/2014 |
5/31/2015 |
54.69 |
54.69 |
299 |
(282) |
(14) |
3 |
Series A6 - Gold |
3/15/2012 |
3/31/2015 |
3/31/2016 |
0.01 |
0.01 |
526 |
(329) |
(32) |
165 |
Series A6 - Silver |
3/15/2012 |
3/31/2015 |
3/31/2016 |
64.13 |
64.13 |
526 |
(329) |
(32) |
165 |
Series A7 - Gold |
3/15/2013 |
3/31/2016 |
3/31/2017 |
0.01 |
0.01 |
358 |
(137) |
(27) |
194 |
Series A7 - Silver |
3/15/2013 |
3/31/2016 |
3/31/2017 |
80 |
80 |
358 |
(137) |
(27) |
194 |
Series B1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
0.01 |
0.01 |
239 |
(5) |
(32) |
202 |
Series C1 |
5/30/2014 |
5/30/2017 |
11/30/2017 |
83.22 |
83.22 |
239 |
(6) |
(31) |
202 |
|
3,540 |
(2,200) |
(212) |
1,128 |
91
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
26. Shareholders’ equity - Continued
26.2.Stock option plan for preferred shares - Continued
(i) Consolidated information of share-based payment plans
Shares |
Weighted average of exercise price |
Weighted average of remaining contractual term |
Intrinsic value added | |
At December 31, 2014 |
||||
Granted during the year |
477 |
41.61 |
|
|
Canceled during the year |
(99) |
39.92 |
|
|
Exercised during the year |
(830) |
32.76 |
|
|
Outstanding at the end of the year |
1,128 |
38.16 |
1.52 |
66,905 |
Total to be exercised at December 31, 2014 |
1,128 |
38.16 |
1.52 |
66,905 |
At September 30, 2015 |
||||
Granted during the period |
674 |
38.64 |
||
Canceled during the period |
(103) |
45.89 |
||
Exercised during the period |
(413) |
32.69 |
||
Outstanding at the end of the period |
1,286 |
39.35 |
1.99 |
32,430 |
Total to be exercised at September 30, 2015 |
1,286 |
39.35 |
1.99 |
32,430 |
As at September 30, 2015 there were options to be exercised in Series A6.
The amounts recorded in the Consolidated statement of income, as at September 30, 2015 were R$22 (R$32 as at September 30, 2014).
(ii) Consolidated information of share-based payment plans – GPA – new series B2 and C2
Company implemented two new shared based plans approved by the shareholders meeting on April 24, 2015.
According to the terms of the plans, each option offers to the beneficiary the right to acquire a preferred share. On both plans, there is a vesting period of 36 months from the date the Board of Directors approved the issuance of the series. The plans will be exercisable in until 36 months from the grant date. The condition for the exercise of the options is the beneficiary to stay as an employee. The series are different, exclusively, in the exercise price of the options and in the existence of a restriction of selling after vesting.
According to the plans, the options granted in each of the series may represent maximum 0.7% of the total shares issued by the Company. For these new series were granted 674 thousands options of shares.
The fair value of each option granted is estimated in the grant date using the Black & Scholes model, considering the following assumptions in series B2 and C2: (a) Dividends expectations of 1.37%; (b) volatility expectation of 24.34% and (c) interest rate of 12.72%.
The expectation of remaining average life of the series outstanding at September 30, 2015 was 1.99 year (1.52 year at December 31, 2014).
92
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
26. Shareholders’ equity - Continued
26.2.Stock option plan for preferred shares - Continued
The weighted average fair value of options granted at September 30, 2015 was R$67.39 (R$69.71 at December 31, 2014).
The chart below shows the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise, until 2015, of all options granted:
|
9.30.2015 |
12.31.2014 |
|
| |
Number of shares |
265,697 |
265,283 |
Balance of granted series in effect |
1,286 |
1,128 |
Maximum percentage of dilution |
0.51% |
0.43% |
|
|
26.3.Cumulative other comprehensive income
Refers to : (i) Cumulative Translation Reserve, corresponding to cumulative effect of exchange gains and losses on the translation of assets, liabilities and profit (loss) in Brazilian reais, corresponding to the investment of CBD in subsidiary CDiscount. The effect in the Parent Company was R$93 and R$152 for non-controlling interests; (ii) Hedge Investment Reserve as per note 19.2 and (iii) Pension Plan as per note 32.1
26.4.Effects in shareholders´ equity related to the arbitration decision
As mentioned in note 1.2, as per ICC decision the Company shall indemnify Morzan the estimated amount of R$212, as a consequence of not complying the terms of Share Purchase Agreement (“SPA”), signed in the acquisition of Globex Utilidades S.A., which provided the settlement of part of acquisition price in warrants (shares), with the guarantee over market price variation, which is determined in specific lock-up periods. The amount was recorded as a debit in the shareholders´ equity, since it relates to a settlement (which will be made in cash) of an indirect repurchase of a equity instrument (warranty) (guarantee of market price variation of the shares) granted to the previous controlling shareholders´ of Globex Utilidades S.A (Morzan) in connection with the SPA. In accordance with IAS 32, a reclassification of an equity instrument to liability should be accounted for based on fair value and any difference to the amounts previously recorded into the financial statements, should be recorded in shareholders´ equity.
26.5.Payment of dividends
The Annual and Extraordinary Shareholders’ Meeting (AGOE) held at April 24, 2015 the shareholders approved the proposal of the Boad of Directors’ meeting held on March 20, 2015 which had proposed the dividends payment for the fiscal year ended December 31, 2014, in the amount of R$194, which corresponds to R$0.6889912644 per common share and R$0,7578903909 per preferred share. This amount was paid on June 24, 2015.
The Board of Directors’ meeting held at May 07, 2015 and July 28,2015 approved the payment of anticipated dividends in the total amount of R$38 each, of which R$0.15 per preferred share and R$0.136365 per common share, the payments occurred on May 28, 2015 and August 08,02015.
93
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
27. Net sales of goods and/or services
Parent Company |
Consolidated | ||||
9.30.2015 |
03.31.2014 |
9.30.2015 |
03.31.2014 | ||
Gross sales |
|||||
Goods |
17,766 |
17,507 |
53,553 |
50,059 | |
Services rendered |
204 |
189 |
1,700 |
1,156 | |
Financial services |
- |
- |
1,042 |
1,063 | |
Sales returns and cancellations |
(330) |
(276) |
(1,352) |
(1,416) | |
17,640 |
17,420 |
54,943 |
50,862 | ||
Taxes |
(1,342) |
(1,360) |
(5,538) |
(5,002) | |
|
|
|
| ||
Net sales |
16,298 |
16,060 |
49,405 |
45,860 |
28. Expenses by nature
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
9.30.2014 |
9.30.2015 |
9.30.2014 | |
|
|
|
|
|
|
Cost of inventories |
(11,191) |
(11,043) |
(35,378) |
(32,181) | |
Personnel expenses |
(2,048) |
(1,931) |
(5,456) |
(4,965) | |
Outsourced services |
(224) |
(302) |
(1,770) |
(1,558) | |
Functional expenses |
(1,002) |
(825) |
(2,164) |
(1,761) | |
Selling expenses |
(471) |
(454) |
(1,928) |
(1,693) | |
Other expenses |
(214) |
(130) |
(452) |
(437) | |
|
(15,150) |
(14,685) |
(47,148) |
(42,595) | |
|
|||||
Cost of goods and/or services sold |
(11,909) |
(11,661) |
(37,671) |
(34,160) | |
Selling expenses |
(2,886) |
(2,625) |
(8,180) |
(7,396) | |
General and administrative expenses |
(355) |
(399) |
(1,297) |
(1,039) | |
|
(15,150) |
(14,685) |
(47,148) |
(42,595) |
29. Other operating income (expenses), net
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
9.30.2014 |
|
9.30.2015 |
9.30.2014 |
|
|||||
Reversal of tax provision |
27 |
- |
109 |
- | |
Effects on Indemnified amounts to Via Varejo and CB and association costs |
(55) |
(40) |
(55) |
(40) | |
Tax installments and other tax risks |
(19) |
(38) |
(35) |
31 | |
Integration/restructuring expenses |
(87) |
(57) |
(304) |
(79) | |
Loss(gain) on disposal of fixed assets |
(22) |
(16) |
(77) |
(36) | |
Others |
(4) |
(1) |
(23) |
14 | |
(160) |
(152) |
(385) |
(110) |
(*) Several changes were implemented to suit the Company’s expenses structure, covering all operating and administrative areas, in order to mitigate the effects on inflation of fixed costs and the decrease on expenses dilution.
94
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
30. Financial income (expenses), net
|
Parent Company |
|
Consolidated | ||
|
9.30.2015 |
6.30.2014 |
|
9.30.2015 |
6.30.2014 |
Financial expenses: |
|
|
|
|
|
Cost of debt |
(487) |
(358) |
(876) |
(731) | |
Cost of sales of receivables |
(51) |
(74) |
(428) |
(536) | |
Monetary loss |
(110) |
(99) |
(208) |
(187) | |
Other financial expenses |
(85) |
(63) |
(164) |
(115) | |
Total financial expenses |
(733) |
(594) |
(1,676) |
(1,569) | |
|
|||||
Financial income: |
|||||
Income from cash and cash equivalents |
65 |
63 |
257 |
285 | |
Monetary gain |
119 |
75 |
364 |
189 | |
Other financial income |
2 |
4 |
16 |
17 | |
Total financial income |
186 |
142 |
637 |
491 | |
|
|||||
Total |
(547) |
(452) |
(1,039) |
(1,078) |
The hedge effects in the nine-month periods ended September 30, 2015 and June 30, 2014 are disclosed in Note 19.1.2(iii).
31. Earnings per share
The information on earnings per share was presented in the annual financial statements for 2014, in note 31.
9.30.2015 |
9.30.2014 | ||||||
Preferred |
Common |
Total |
Preferred |
Common |
Total | ||
Basic numerator |
|||||||
Net income allocated to common and preferred shareholders |
158 |
87 |
245 |
507 |
278 |
785 | |
158 |
87 |
245 |
507 |
278 |
785 | ||
Basic denominator (thousands of shares) |
|||||||
Weighted average of shares |
165 |
100 |
265 |
165 |
100 |
265 | |
Basic earnings per thousands of shares (R$) |
0.95780 |
0.87073 |
3.06846 |
2.78951 |
|||
Diluted numerator |
|||||||
Net income allocated to common and preferred shareholders |
158 |
87 |
245 |
507 |
278 |
785 | |
158 |
87 |
245 |
507 |
278 |
785 | ||
Diluted denominator |
|||||||
Weighted average of shares (in thousands) |
165 |
100 |
265 |
165 |
100 |
265 | |
Diluted weighted average of shares (in thousands) |
165 |
100 |
265 |
165 |
100 |
265 | |
Diluted earnings per thousands of shares (R$) |
0.95513 |
0.86960 |
3.06152 |
2.78951 |
The table below presents the determination of net income available to holders of common and preferred shares and the weighted average number of common and preferred shares outstanding used to calculate basic and diluted earnings per share in each reporting period:
95
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
32. Benefit plan
32.1.Pension plan – Cdiscount employees - France
In France, an industry-specific agreement between employers and employees determines the payment of allowances to employees at the date of retirement depending on the years of service rendered and their salary at the age of retirement.
Main assumptions used in determining defined benefit obligations:
|
Cdiscount |
|
2015 |
Discount rate |
2.20% |
Expected rate of future salary increase |
3.00% |
Retirement age |
64 |
The discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.
Reconciliation of obligations in the balance sheet
|
Cdiscount |
|
2015 |
At December 31, 2014 |
7 |
Cost for the period |
2 |
Gain or loss |
2 |
Exchange rate variation |
3 |
At September 30, 2015 |
14 |
32.2.Defined contribution plan
In July 2007, the Company established a supplementary defined contribution private pension plan on behalf of its employees to be managed by the financial institution BrasilPrev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees, and the amount paid for the nine-month period ended September 30, 2015 is R$4 (R$2 as at September 30, 2014), and employees contribution is R$3(R$4 as at September 30, 2014). The plan had 859 participants as at September 30, 2015 (941 as at September 30, 2014).
33. Insurance coverage
The insurance coverage as at September 30, 2015 is summarized as follows:
|
|
Parent Company |
Consolidated |
Insured assets |
Covered risks |
Amount insured |
Amount insured |
Property and equipment and inventories |
Assigning profit |
8,974 |
23,482 |
Profit |
Loss of profits |
4,349 |
8,636 |
Cars and others (*) |
Damages |
421 |
846 |
The Company maintains specific policies for civil liability and directors and officers liability amounting to R$335.
(*) The value reported above does not include coverage of the hooves, which are insured by the value of 100% of the Foundation Institute of Economic Research – FIPE table.
96
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
34. Segment information
The information on segments was presented in the annual financial statements for 2014, in note 34.
Management considers the following segments:
· Retail – includes the banners “Pão de Açúcar”, “Minuto Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”.
· Home appliances – includes the banners “Ponto Frio” and “Casas Bahia”.
· Cash & Carry – includes the brand “ASSAÍ”.
· E-commerce includes the “sites” www.pontofrio.com.br; www.extra.com.br; www.casasbahia.com.br; www.barateiro.com.br, www.partiuviagens.com.br and www.cdiscount.com.br.
Information on the Company’s segments as at September 30 is included in the table below:
97
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
34. Segment information – Continued
Description |
Retail |
|
Cash & Carry |
|
Home appliances |
|
E-commerce |
|
Total |
|
Eliminations(*) |
|
Total | |||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | |||||||
Net sales |
19,400 |
19,048 |
7,321 |
5,874 |
13,807 |
16,271 |
8,949 |
4,710 |
49,477 |
45,903 |
(72) |
(43) |
49,405 |
45,860 | ||||||
Gross profit |
5,385 |
5,284 |
1,019 |
804 |
4,528 |
5,137 |
802 |
469 |
11,734 |
11,694 |
- |
6 |
11,734 |
11,700 | ||||||
Depreciation and amortization |
(435) |
(409) |
(71) |
(57) |
(132) |
(103) |
(78) |
(20) |
(716) |
(589) |
- |
- |
(716) |
(589) | ||||||
Share of profit of subsidiaries and associates |
61 |
55 |
- |
- |
23 |
23 |
- |
(2) |
84 |
76 |
- |
- |
84 |
76 | ||||||
Operating income |
723 |
1,052 |
177 |
131 |
724 |
1,392 |
(384) |
67 |
1,240 |
2,642 |
- |
- |
1,240 |
2,642 | ||||||
Finance costs |
(768) |
(647) |
(77) |
(53) |
(611) |
(743) |
(245) |
(171) |
(1,701) |
(1,614) |
25 |
45 |
(1,676) |
(1,569) | ||||||
Finance income |
280 |
243 |
18 |
13 |
267 |
269 |
97 |
11 |
662 |
536 |
(25) |
(45) |
637 |
491 | ||||||
Profit(loss) before income tax and social contribution |
234 |
647 |
118 |
90 |
380 |
918 |
(531) |
(91) |
201 |
1,564 |
- |
- |
201 |
1,564 | ||||||
Income tax and social contribution |
(47) |
(168) |
(40) |
(31) |
(102) |
(310) |
89 |
32 |
(100) |
(477) |
- |
- |
(100) |
(477) | ||||||
Net income for the period |
187 |
480 |
78 |
59 |
278 |
608 |
(442) |
(60) |
101 |
1,087 |
- |
- |
101 |
1,087 | ||||||
Current assets |
5,940 |
8,062 |
1,557 |
1,709 |
7,743 |
10,366 |
4,504 |
4,092 |
19,744 |
24,229 |
- |
(96) |
19,744 |
24,133 | ||||||
Noncurrent assets |
14,294 |
13,691 |
1,617 |
1,492 |
5,562 |
5,283 |
1,837 |
1,506 |
23,310 |
21,972 |
(596) |
(605) |
22,714 |
21,367 | ||||||
Current liabilities |
5,928 |
8,026 |
1,352 |
1,832 |
7,062 |
9,716 |
6,364 |
4,973 |
20,706 |
24,547 |
(596) |
(699) |
20,110 |
23,848 | ||||||
Noncurrent liabilities |
5,799 |
5,314 |
645 |
235 |
1,747 |
1,571 |
84 |
52 |
8,275 |
7,172 |
- |
(2) |
8,275 |
7,170 | ||||||
Shareholders' equity |
8,507 |
8,413 |
1,177 |
1,134 |
4,496 |
4,362 |
(107) |
573 |
14,073 |
14,482 |
- |
- |
14,073 |
14,482 |
(*) The eliminations consist of intercompany balances.
98
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, unless otherwise stated)
34. Segment information – Continued
Brazil |
International |
||||||||||||||||||||||
Description |
Retail |
Cash & Carry |
Home appliances |
E-commerce |
E-commerce |
Total |
Eliminations (*) |
Total | |||||||||||||||
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | ||||||||
Net operating revenue |
19,400 |
19,048 |
7,321 |
5,874 |
13,807 |
16,271 |
4,699 |
3,972 |
4,250 |
738 |
49,477 |
45,903 |
(72) |
(43) |
49,405 |
45,860 | |||||||
Current assets |
5,940 |
8,062 |
1,557 |
1,709 |
7,743 |
10,366 |
1,724 |
1,742 |
2,780 |
2,350 |
19,744 |
24,229 |
- |
(96) |
19,744 |
24,133 | |||||||
Noncurrent assets |
14,294 |
13,691 |
1,617 |
1,492 |
5,562 |
5,283 |
1,022 |
851 |
815 |
655 |
23,310 |
21,972 |
(596) |
(605) |
22,714 |
21,367 | |||||||
Current liabilities |
5,928 |
8,026 |
1,352 |
1,832 |
7,062 |
9,716 |
2,844 |
2,475 |
3,520 |
2,498 |
20,706 |
24,547 |
(596) |
(699) |
20,110 |
23,848 | |||||||
Noncurrent liabilities |
5,799 |
5,314 |
645 |
235 |
1,747 |
1,571 |
19 |
17 |
65 |
35 |
8,275 |
7,172 |
- |
(2) |
8,275 |
7,170 | |||||||
Shareholders' equity |
8,507 |
8,413 |
1,177 |
1,134 |
4,496 |
4,362 |
(117) |
101 |
10 |
472 |
14,073 |
14,482 |
- |
- |
14,073 |
14,482 |
99
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, except when otherwise stated)
34. Segment information – Continued
Company general information
The Company and its subsidiaries operate primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:
|
9.30.2015 |
9.30.2014 |
|
| |
Food |
54.0% |
54.3% |
Nonfood |
46.0% |
45.7% |
Total sales |
100.0% |
100.0% |
|
|
As at September 30, 2015, capital expenditures were as follows:
|
9.30.2015 |
9.30.2014 |
|
| |
Food |
1,039 |
753 |
Nonfood |
457 |
366 |
Total capital expenditures |
1,496 |
1,119 |
35. Events after the reporting period
35.1.Anticipated dividends
The Board of Directors’ meeting held at October 29, 2015 approved the payment of anticipated dividends, calculated based on profit of interim financial statements on September 30,2015 , in the total amount of R$38, of which R$0.15 per preferred share and R$0.136365 per common share.
The dividends will be paid at November 11, 2015. All the shares shall be entitled to dividends on October 30, 2015 base date. As of November 3, 2015 the shares will be negotiated “ex-rights” to the dividends payment date.
100
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, except when otherwise stated)
Other information deemed as relevant by the Company.
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company) |
Shareholding at 9/30/2015 | |||||
Shareholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
WILKES PARTICIPAÇÕES S.A. |
94,019,178 |
94.32% |
- |
0.00% |
94,019,178 |
35.39% |
Almacenes Éxito S.A. * |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
CASINO GUICHARD PERRACHON * |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
JEAN CHARLES NAOURI |
- |
0.00% |
1 |
0.00% |
1 |
0.00% |
SEGISOR * |
5,600,050 |
5.62% |
- |
0.00% |
5,600,050 |
2.10% |
Oppenheimer Funds. Inc.* |
- |
0.00% |
17,205,675 |
10.37% |
17,205,675 |
6.48% |
KING LLC * |
- |
0.00% |
852,000 |
0.51% |
852,000 |
0.32% |
Geant International BV* |
- |
0.00% |
128,695 |
0.08% |
128,695 |
0.05% |
COFIDOL SAS * |
- |
0.00% |
8,907,123 |
5.36% |
8,907,123 |
3.35% |
Board of Executive Officers |
- |
0.00% |
27,011 |
0.02% |
27,011 |
0.01% |
Board of Directors |
- |
0.00% |
3 |
0.00% |
3 |
0.00% |
Treasury Shares |
- |
0.00% |
232,586 |
0.14% |
232,586 |
0.09% |
OUTROS |
60,621 |
0.06% |
138,663,701 |
83.52% |
138,724,322 |
52.21% |
TOTAL |
99,679,851 |
100.00% |
166,016,795 |
100.00% |
265,696,646 |
100% |
(*) Foreign Company |
||||||
CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL | ||||||
WILKES PARTICIPAÇÕES S.A |
Shareholding at 9/30/2015 | |||||
Shareholder/Quotaholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
CASINO* |
1 |
0.00% |
- |
0.00% |
1 |
0 |
SEGISOR* |
209,123,407 |
97.12% |
- |
0.00% |
209,123,407 |
9712% |
BENGAL LLC* |
2,119,162 |
0.98% |
- |
0.00% |
2,119,162 |
0.98% |
OREGON LLC* |
2,119,162 |
0.98% |
- |
0.00% |
2,119,162 |
0.98% |
PINCHER LLC* |
1,961,612 |
0.91% |
- |
0.00% |
1,961,612 |
0.91% |
ÉXITO |
1 |
0.00% |
- |
0.00% |
1 |
0.00% |
Treasury Shares |
- |
0.00% |
- |
0.00% |
- |
0.00% |
TOTAL |
215,323,345 |
100.00% |
- |
0.00% |
215,323,345 |
100% |
101
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, except when otherwise stated)
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||
SEGISOR | ||
QUOTISTAS |
Quotas |
% |
Onper Investimentos 2015 S.L.* |
887,239,543 |
50.00% |
Casino Guichard Perrachon* |
887,239,543 |
50.00% |
TOTAL |
1,774,479,086 |
100% |
(*) Foreign Company |
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
ONPER INVESTIMENTOS 2015 S.L. |
Shareholding at 9/30/2015 | |||||
ShareholderS |
Common Shares |
% |
Preferref Shares |
% |
Number |
% |
ALMANACENES ÉXITO S.A.* |
3,000 |
100.00% |
0 |
0.00% |
3,000 |
100.00% |
TOTAL |
3,000 |
100% |
0 |
0% |
3,000 |
100.00% |
(*) Foreign Company |
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
ALMANACENES ÉXITO S.A. |
Shareholding at 9/30/2015 | |||||
ShareholderS* |
Common Shares |
% |
Preferred Shares |
% |
Number |
% |
Geant International B.V. |
185,315,711 |
41.34% |
- |
0.00% |
185,315,711 |
41.34% |
Geant Fonciere B.V. |
47,725,428 |
10.65% |
- |
0.00% |
47,725,428 |
10.65% |
Fondo de Pensiones Obligatorias Porvenir Moderado |
36,091,777 |
8.06% |
- |
0.00% |
36,091,777 |
8.06% |
Fondo de Pensiones Obligatorias Protección |
24,528,833 |
5.47% |
- |
0.00% |
24,528,833 |
5.47% |
Oppenheimer Developing Markets Fund |
15,445,685 |
3.45% |
- |
0.00% |
15,445,685 |
3.45% |
EXITO ADR Program |
13,415,299 |
2,99% |
- |
0.00% |
13,415,299 |
2,99% |
Bergsaar B.V. |
12,130,244 |
2.71% |
- |
0.00% |
12,130,244 |
2.71% |
Fondo de Pensiones Obligatorias Colfondos Moderado |
10,204,475 |
2.28% |
- |
0.00% |
10,204,475 |
2.28% |
Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume |
7,558,552 |
1.69% |
- |
0.00% |
7,558,552 |
1.69% |
Colombiana de Comercio S.A. |
7,076,200 |
1.58% |
- |
0.00% |
7,076,200 |
1.58% |
Inversiones Pinamar S.A. |
5,126,735 |
1.14% |
- |
0.00% |
5,126,735 |
1.14% |
Vanguard Emerging Markets Stock Index Fund |
4,171,693 |
0.93% |
- |
0.00% |
4,171,693 |
0.93% |
Fondo Bursatil Ishares COLCAP |
3,562,272 |
0.79% |
- |
0.00% |
3,562,272 |
0.79% |
Fondo de Pensiones Obligatorias Skandia S.A. |
3,483,760 |
0.78% |
- |
0.00% |
3,483,760 |
0.78% |
Abu Dhabi Investment Authority |
1,853,179 |
0.41% |
- |
0.00% |
1,853,179 |
0.41% |
Vanguard Total International Stock Index Fund |
1,776,699 |
0.40% |
- |
0.00% |
1,776,699 |
0.40% |
SF BARCLAYS Global Investors Services NA |
1,547,570 |
0.35% |
- |
0.00% |
1,547,570 |
0.35% |
ISHARES MSCI Emerging Markets Index Fund |
1,507,463 |
0.34% |
- |
0.00% |
1,507,463 |
0.34% |
Platinu7m International Brands Fund |
1,222,959 |
0.27% |
- |
0.00% |
1,222,959 |
0.27% |
Cubides Olarte Henry |
1,114,626 |
0.25% |
- |
0.00% |
1,114,626 |
0.25% |
Treasury Shares |
635,835 |
0.01% |
- |
0.00% |
635,835 |
0.01% |
Others Shareholders |
62,754,156 |
14.00% |
- |
0.00% |
62,754,156 |
14.00% |
TOTAL |
448,240,151 |
100.00% |
- |
0.00% |
448,240,151 |
100.00% |
102
Companhia Brasileira de Distribuição
Notes to the interim financial information
September 30, 2015
(In millions of Brazilian reais, except when otherwise stated)
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES |
Shareholding at 9/30/2015 | |||||
Shareholder |
Common Shares |
Preferred Shares | ||||
Number |
% |
Number |
% |
Number |
% | |
Controlling parties |
94,019,178 |
94.32% |
- |
94,019,178 |
||
|
||||||
Management |
||||||
Board of Directors |
- |
0.00% |
3 |
3 |
||
Board of Executive Officers |
- |
0.00% |
27,011 |
27,011 |
||
|
||||||
Treasury Shares |
- |
0.00% |
232,586 |
232,586 |
||
|
||||||
Other Shareholders |
5,660,673 |
5.68% |
138,663,701 |
138,724,322 |
||
|
||||||
Total |
99,679,851 |
100.00% |
138,923,301 |
|||
|
||||||
Outstanding Shares |
99,679,851 |
100.00% |
138,923,301 |
|||
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES |
Shareholding at 9/30/2014 | |||||
Shareholder |
Common Shares |
Preferred Shares | ||||
Number |
% |
Number |
% |
Number |
% | |
Controlling parties |
99,619,230 |
99.94% |
9,887,819 |
5.97% |
109,507,049 |
41.29% |
|
||||||
Management |
||||||
Board of Directors |
- |
0.00% |
2 |
0.00% |
2 |
0.00% |
Board of Executive Officers |
- |
0.00% |
18,029 |
0.01% |
18,029 |
0.01% |
|
||||||
Fiscal Council |
- |
0.00% |
- |
0.00% |
- |
|
|
||||||
Treasury Shares |
- |
0.00% |
232,586 |
0.14% |
232,586 |
0.09% |
|
||||||
Other Shareholders |
60,621 |
0.06% |
155,400,625 |
93.88% |
155,461,246 |
58.62% |
|
||||||
Total |
99,679,851 |
100% |
165,539,061 |
100.00% |
265,218,912 |
100.00% |
|
||||||
Outstanding Shares |
60,621 |
0.06% |
155,400,625 |
93.88% |
155,461,246 |
58.62% |
103
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: October 30, 2015 | By: /s/ Ronaldo Iabrudi Name: Ronaldo Iabrudi Title: Chief Executive Officer | |
By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
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.