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, 2013
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
(Convenience Translation into English from theOriginal Previously Issued in Portuguese) |
Companhia Brasileira de Distribuição |
Individual and Consolidated Interim Financial Information for the Quarter Ended September 30, 2013 and Report on Review of Interim Financial Information |
Deloitte Touche Tohmatsu Auditores Independentes |
Page 0 of 121
Deloitte Touche Tohmatsu
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Companhia Brasileira de Distribuição
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), identified as Company and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2013, which comprises the balance sheet as of September 30, 2013 and the related statements of income and comprehensive income for the three- and nine-month periods then ended, and changes in equity and cash flows for the nine-month period then ended, including the explanatory notes.
The Company’s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and the consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards established by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on individual interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1), applicable to the preparation of the Interim Financial Information (ITR), and presented in accordance with the standards established by CVM.
Conclusion on consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards established by CVM.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the nine-month period ended September 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.
São Paulo, October 16, 2013
DELOITTE TOUCHE TOHMATSU |
Edimar Facco |
Auditores Independentes |
Engagement Partner |
Page 0 of 121
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR –– Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Version: 1 |
Company Information |
|
Capital Breakdown |
1 |
Cash Dividends |
2 |
Individual Quarterly Financial Information |
|
Balance Sheet – Assets |
3 |
Balance Sheet – Liabilities |
4 |
Income Statement |
6 |
Comprehensive Income for the Period |
7 |
Statement of Cash Flows |
8 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2013 to 9/30/2013 |
9 |
1/1/2012 to 9/30/2012 |
10 |
Statement of Value Added |
11 |
Consolidated Quarterly Financial Information |
|
Balance Sheet - Assets |
12 |
Balance Sheet - Liabilities |
13 |
Income Statement |
15 |
Comprehensive Income for the Period |
16 |
Statement of Cash Flows |
17 |
Statement of Changes in Shareholders’ Equity |
|
1/1/2013 to 9/30/2013 |
18 |
1/1/2012 to 9/30/2012 |
19 |
Statement of Value Added |
20 |
Comments on the Company`s Performance |
21 |
Notes to the Quarterly Financial Information |
41 |
Other Information Deemed as Relevant by the Company |
113 |
Report on Review of Interim Financial Information |
115 |
Page 0
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR –– Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Version: 1 |
Company Information / Capital Breakdown
Number of Shares (thousand) |
Current Quarter 09/30/2013 |
|
Paid in Capital |
|
|
Common |
99,680 |
|
Preferred |
164,638 |
|
Total |
264,318 |
|
Treasury Shares |
|
|
Common |
- |
|
Preferred |
233 |
|
Total |
233 |
|
Page 1
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR –– Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
|
Version: 1 |
Company Information / Cash Dividends
Event |
Approval |
Type |
Date of Payment |
Type of Share |
Class of Share |
Amount per share (Reais/ share) |
Board of Directors Meeting |
04/25/2013 |
Dividend |
05/16/2013 |
Common |
- |
0.11818 |
Board of Directors Meeting |
04/25/2013 |
Dividend |
05/16/2013 |
Preferred |
- |
0.13000 |
Board of Directors Meeting |
07/19/2013 |
Dividend |
08/01/2013 |
Common |
- |
0.11818 |
Board of Directors Meeting |
07/19/2013 |
Dividend |
08/01/2013 |
Preferred |
- |
0.13000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 2
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information/ Balance Sheet - Assets
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
1 |
Total Assets |
20,889,613 |
22,009,548 |
1.01 |
Current Assets |
4,069,851 |
5,783,263 |
1.01.01 |
Cash and Cash Equivalents |
1,286,277 |
2,890,331 |
1.01.03 |
Accounts Receivable |
249,507 |
513,783 |
1.01.03.01 |
Trade Accounts Receivable |
225,322 |
492,642 |
1.01.03.02 |
Other Accounts Receivable |
24,185 |
21,141 |
1.01.04 |
Inventories |
2,070,310 |
2,132,697 |
1.01.06 |
Recoverable Taxes |
222,338 |
193,714 |
1.01.06.01 |
Current Recoverable Taxes |
222,338 |
193,714 |
1.01.07 |
Prepaid Expenses |
72,332 |
30,096 |
1.01.08 |
Other Current Assets |
169,087 |
22,642 |
1.01.08.01 |
Noncurrent Assets Held for Sales |
8,853 |
- |
1.01.08.03 |
Other |
160,234 |
22,642 |
1.02 |
Noncurrent Assets |
16,819,762 |
16,226,285 |
1.02.01 |
Long-term Assets |
1,685,170 |
2,564,888 |
1.02.01.03 |
Accounts Receivable |
23,554 |
25,740 |
1.02.01.03.02 |
Other Accounts Receivable |
23,554 |
25,740 |
1.02.01.06 |
Deferred Taxes |
211,548 |
185,491 |
1.02.01.06.01 |
Deferred Income and Social Contribution Taxes |
211,548 |
185,491 |
1.02.01.07 |
Prepaid Expenses |
39,586 |
49,064 |
1.02.01.08 |
Receivables from Related Parties |
608,487 |
1,538,567 |
1.02.01.08.02 |
Receivables from Subsidiaries |
556,481 |
1,470,807 |
1.02.01.08.03 |
Receivables from Controlling Shareholders |
- |
6,258 |
1.02.01.08.04 |
Receivables from Other Related Parties |
52,006 |
61,502 |
1.02.01.09 |
Other Noncurrent Assets |
801,995 |
766,026 |
1.02.01.09.04 |
Recoverable Taxes |
259,508 |
217,651 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceeding |
542,487 |
548,375 |
1.02.02 |
Investments |
8,049,540 |
6,736,527 |
1.02.02.01 |
Investments in Associates |
8,049,540 |
6,736,527 |
1.02.02.01.02 |
Investments in Subsidiaries |
8,049,540 |
6,736,527 |
1.02.03 |
Property and Equipment, net |
5,958,294 |
5,816,754 |
1.02.03.01 |
In Use |
5,826,758 |
5,655,444 |
1.02.03.02 |
Leased properties |
34,062 |
50,993 |
1.02.03.03 |
In Progress |
97,474 |
110,317 |
1.02.04 |
Intangible Assets |
1,126,758 |
1,108,116 |
1.02.04.01 |
Intangible Assets |
1,126,758 |
1,108,116 |
Page 3
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information /Balance Sheet – Liabilities
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
2 |
Total Liabilities |
20,889,613 |
22,009,548 |
2.01 |
Current Liabilities |
6,922,280 |
7,097,599 |
2.01.01 |
Payroll and Related Charges |
393,295 |
330,884 |
2.01.01.01 |
Payroll Liabilities |
48,029 |
45,802 |
2.01.01.02 |
Social Security Liabilities |
345,266 |
285,082 |
2.01.02 |
Trade Accounts Payable |
1,814,792 |
2,357,379 |
2.01.02.01 |
Local Trade Accounts Payable |
1,743,574 |
2,294,756 |
2.01.02.02 |
Foreign Trade Accounts Payable |
71,218 |
62,623 |
2.01.03 |
Taxes and Contributions Payable |
113,833 |
101,508 |
2.01.03.01 |
Federal Tax Liabilities |
94,867 |
76,601 |
2.01.03.01.01 |
Income and Social Contribution Tax Payable |
75,013 |
- |
2.01.03.01.02 |
Other (PIS, COFINS, IOF, INSS, Funrural) |
19,854 |
76,601 |
2.01.03.02 |
State Tax Liabilities |
18,966 |
24,907 |
2.01.04 |
Loans and Financing |
2,096,082 |
1,418,852 |
2.01.04.01 |
Loans and Financing |
975,371 |
802,033 |
2.01.04.01.01 |
In Local Currency |
810,261 |
228,566 |
2.01.04.01.02 |
In Foreign Currency |
165,110 |
573,467 |
2.01.04.02 |
Debentures |
1,089,307 |
549,956 |
2.01.04.03 |
Financing by Leasing |
31,404 |
66,863 |
2.01.05 |
Other Liabilities |
2,502,819 |
2,864,426 |
2.01.05.01 |
Related Parties |
2,114,632 |
2,246,087 |
2.01.05.01.01 |
Debts with Associated Companies |
5,689 |
4,033 |
2.01.05.01.02 |
Debts with Subsidiaries |
2,096,311 |
2,226,298 |
2.01.05.01.03 |
Debts with Controlling Shareholders |
143 |
- |
2.01.05.01.04 |
Debts with Others Related Parties |
12,489 |
15,756 |
2.01.05.02 |
Other |
388,187 |
618,339 |
2.01.05.02.01 |
Dividends and Interest on Equity Payable |
902 |
166,507 |
2.01.05.02.04 |
Utilities |
6,405 |
6,343 |
2.01.05.02.05 |
Rent Payable |
33,840 |
33,258 |
2.01.05.02.06 |
Advertisement Payable |
33,223 |
42,103 |
2.01.05.02.07 |
Pass-through to Third Parties |
7,890 |
10,974 |
2.01.05.02.08 |
Financing Related to Acquisition of Real Estate |
38,492 |
88,181 |
2.01.05.02.09 |
Taxes Payable in Installments |
133,645 |
147,172 |
2.01.05.02.11 |
Other Accounts Payable |
133,790 |
123,801 |
2.01.06 |
Provisions |
1,459 |
24,550 |
2.01.06.02 |
Other Provisions |
1,459 |
24,550 |
2.01.06.02.02 |
Provisions for Restructuring |
1,459 |
24,550 |
2.02 |
Noncurrent Liabilities |
4,937,431 |
6,417,224 |
2.02.01 |
Loans and Financing |
3,333,727 |
4,903,336 |
2.02.01.01 |
Loans and Financing |
1,106,103 |
1,823,159 |
2.02.01.01.01 |
In Local Currency |
1,106,103 |
1,662,523 |
2.02.01.01.02 |
In Foreign Currency |
- |
160,636 |
2.02.01.02 |
Debentures |
2,097,631 |
2,942,111 |
2.02.01.03 |
Financing by Leasing |
129,993 |
138,066 |
2.02.02 |
Other Liabilities |
1,056,245 |
1,168,205 |
2.02.02.02 |
Other |
1,056,245 |
1,168,205 |
2.02.02.02.03 |
Taxes Payable by Installments |
1,009,050 |
1,119,029 |
2.02.02.02.04 |
Other Accounts Payable |
47,195 |
49,176 |
Page 4
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information /Balance Sheet – Liabilities
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
2.02.04 |
Provision for Contingencies |
547,459 |
345,683 |
2.02.04.01 |
Tax, Social Security, Labor and Civil Provisions |
547,459 |
345,683 |
2.02.04.01.01 |
Tax Provisions |
303,863 |
169,056 |
2.02.04.01.02 |
Social Security and Labor Provisions |
185,614 |
112,417 |
2.02.04.01.04 |
Civil Provisions |
57,982 |
64,210 |
2.03 |
Shareholders’ Equity |
9,029,902 |
8,494,725 |
2.03.01 |
Paid-in Capital Stock |
6,759,809 |
6,710,035 |
2.03.02 |
Capital Reserves |
220,092 |
228,459 |
2.03.02.02 |
Special Goodwill Reserve |
- |
38,025 |
2.03.02.04 |
Granted Options |
212,694 |
183,036 |
2.03.02.07 |
Capital Reserve |
7,398 |
7,398 |
2.03.04 |
Profit Reserves |
1,555,487 |
1,556,231 |
2.03.04.01 |
Legal Reserve |
300,808 |
300,808 |
2.03.04.05 |
Retention of Profits Reserve |
794,122 |
794,865 |
2.03.04.10 |
Expansion Reserve |
460,557 |
460,558 |
2.03.05 |
Retained Earnings/ Accumulated Losses |
494,514 |
- |
Page 5
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information / Statement of Income
R$ (in thousands)
Code |
Description |
YTD Current Period 7/1/2013 to 9/30/2013 |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Current Period 7/1/2012 to 9/30/2012 |
YTD Current Period 1/1/2012 to 9/30/2012 |
3.01 |
Net Sales from Goods and/or Services |
5,253,119 |
15,407,167 |
4,602,262 |
13,742,641 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(3,875,009) |
(11,277,615) |
(3,409,569) |
(10,199,613) |
3.03 |
Gross Profit |
1,378,110 |
4,129,552 |
1,192,693 |
3,543,028 |
3.04 |
Operating Income/Expenses |
(913,730) |
(3,111,123) |
(849,584) |
(2,460,281) |
3.04.01 |
Selling Costs |
(789,176) |
(2,346,958) |
(668,629) |
(2,038,894) |
3.04.02 |
General and Administrative |
(158,622) |
(486,411) |
(164,621) |
(453,006) |
3.04.04 |
Other Operating Expense |
(5,023) |
817 |
8,028 |
(6,826) |
3.04.04.01 |
Income Related to Fixed Assets |
5,043 |
817 |
(3,712) |
(18,568) |
3.04.04.02 |
Other Operating Income |
(10,066) |
- |
11,740 |
11,742 |
3.04.05 |
Other Operating Expenses |
(114,966) |
(564,428) |
(123,896) |
(285,087) |
3.04.05.01 |
Depreciation/Amortization |
(105,877) |
(305,620) |
(89,760) |
(249,384) |
3.04.05.03 |
Other Operating Expenses |
(9,089) |
(258,808) |
(34,136) |
(35,703) |
3.04.06 |
Equity Pickup |
154,057 |
285,857 |
99,534 |
323,532 |
3.05 |
Profit before Net Financial Expenses and Social Contribution Taxes |
464,380 |
1,018,429 |
343,109 |
1,082,747 |
3.06 |
Net Financial Expenses |
(142,454) |
(384,994) |
(119,972) |
(343,501) |
3.06.01 |
Financial Revenue |
49,769 |
160,248 |
78,991 |
253,335 |
3.06.02 |
Financial Expenses |
(192,223) |
(545,242) |
(198,963) |
(596,836) |
3.07 |
Earnings Before Income and Social Contribution Taxes |
321,926 |
633,435 |
223,137 |
739,246 |
3.08 |
Income and Social Contribution Taxes |
(39,817) |
(72,661) |
(34,513) |
(129,381) |
3.08.01 |
Current |
(52,014) |
(98,718) |
(24,292) |
(105,840) |
3.08.02 |
Deferred |
12,197 |
26,057 |
(10,221) |
(23,541) |
3.09 |
Net Income from Continued Operations |
282,109 |
560,774 |
188,624 |
609,865 |
3.11 |
Net Income for the Period |
282,109 |
560,774 |
188,624 |
609,865 |
3.99 |
Earnings per Share - (Reais/Share) |
|
|
|
|
3.99.01 |
Earnings Basic per Share |
|
|
|
|
3.99.01.01 |
ON |
1.01 |
2.00 |
0.68 |
2.19 |
3.99.01.02 |
PN |
1.11 |
2.20 |
0.75 |
2.41 |
3.99.02 |
Earnings Diluted per Share |
|
|
|
|
3.99.02.01 |
ON |
1.00 |
2.00 |
0.68 |
2.19 |
3.99.02.02 |
PN |
1.10 |
2.19 |
0.74 |
2.39 |
Page 6
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information / Comprehensive Income for the Period
R$ (in thousands)
Code |
Description |
YTD Current Period 7/1/2013 to 9/30/2013 |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 7/1/2012 to 9/30/2012 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
4.01 |
Net Income for the Period |
282,109 |
560,774 |
188,624 |
609,865 |
4.03 |
Comprehensive Income for the Period |
282,109 |
560,774 |
188,624 |
609,865 |
Page 7
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
|
Version: 1 |
Individual Quarterly Financial Information /Statement of Cash Flows – Indirect Method
R$ (in thousands)
Code |
Description |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
6.01 |
Net Cash Flow Operating Activities |
398,985 |
(213,551) |
6.01.01 |
Cash Provided by the Operations |
1,309,938 |
1,072,150 |
6.01.01.01 |
Net Income for the Period |
560,774 |
609,865 |
6.01.01.02 |
Deferred Income and Social Contribution Taxes |
(26,057) |
23,541 |
6.01.01.03 |
Results from Disposal of Fixed Assets |
(817) |
18,568 |
6.01.01.04 |
Depreciation/Amortization |
333,056 |
274,397 |
6.01.01.05 |
Net Finance Results |
420,104 |
432,715 |
6.01.01.06 |
Adjustment to Present Value |
808 |
(15,966) |
6.01.01.07 |
Equity Pickup |
(285,857) |
(323,532) |
6.01.01.08 |
Provision for Contingencies |
197,162 |
23,698 |
6.01.01.09 |
Provision for Disposals and Impairment of Property and Equipment |
2,706 |
(3,324) |
6.01.01.10 |
Share-based Payment |
29,658 |
27,794 |
6.01.01.11 |
Provision for Obsolescence/Shrinkage |
(3,556) |
2,484 |
6.01.01.13 |
Allowance for doubtful accounts |
(43) |
1,910 |
6.01.01.14 |
Noncurrent expenses |
82,000 |
- |
6.01.02 |
Changes in Assets and Liabilities |
(910,953) |
(1,285,701) |
6.01.02.01 |
Accounts Receivable |
267,401 |
144,681 |
6.01.02.02 |
Inventories |
65,943 |
2,939 |
6.01.02.03 |
Recoverable Taxes |
(70,852) |
(27,488) |
6.01.02.04 |
Other Assets |
(40,394) |
(27,683) |
6.01.02.05 |
Related Parties |
(367,945) |
(666,513) |
6.01.02.06 |
Restricted Deposits for Legal Proceeding |
(77,463) |
(52,224) |
6.01.02.07 |
Trade Accounts Payable |
(542,587) |
(572,021) |
6.01.02.08 |
Payroll Charges |
62,411 |
54,951 |
6.01.02.09 |
Taxes and Social Contributions Payable |
(153,500) |
(150,305) |
6.01.02.10 |
Other Accounts Payable |
(31,404) |
25,866 |
6.01.02.11 |
Contingencies |
(22,563) |
(17,904) |
6.02 |
Net Cash Flow Investment Activities |
(536,741) |
(525,113) |
6.02.02 |
Acquisition of Property and Equipment |
(491,173) |
(529,050) |
6.02.03 |
Increase Intangible Assets |
(68,239) |
(3,531) |
6.02.04 |
Sales of Property and Equipment |
22,671 |
7,468 |
6.03 |
Net Cash Flow Financing Activities |
(1,466,298) |
888,734 |
6.03.01 |
Capital Increase/Decrease |
11,749 |
13,094 |
6.03.02 |
Additions |
- |
1,527,273 |
6.03.03 |
Payments |
(1,032,407) |
(405,580) |
6.03.04 |
Interest Paid |
(213,775) |
(87,544) |
6.03.05 |
Payment of Dividends |
(231,865) |
(158,509) |
6.05 |
Net Increase (Decrease) in Cash and Cash Equivalents |
(1,604,054) |
150,070 |
6.05.01 |
Cash and Cash Equivalents at the Beginning of Period |
2,890,331 |
2,328,783 |
6.05.02 |
Cash and Cash Equivalents at the End of Period |
1,286,277 |
2,478,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 8
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information / Statement of Changes in Shareholders’ Equity – 01/01/2013 to 09/30/2013
R$ (in thousands)
Code |
Description |
Paid-in Capital |
Capital Reserves, Options Granted and Treasury Shares |
Profit Reserves |
Accumulated Profit/Losses |
Shareholders’ Equity |
5.01 |
Opening Balance |
6,710,035 |
228,459 |
1,556,231 |
- |
8,494,725 |
5.03 |
Restated Opening Balance |
6,710,035 |
228,459 |
1,556,231 |
- |
8,494,725 |
5.04 |
Capital Transactions with Shareholders |
49,774 |
(8,367) |
- |
(66,260) |
(24,853) |
5.04.01 |
Capital Increases |
11,749 |
- |
- |
- |
11,749 |
5.04.03 |
Granted Options |
- |
29,658 |
- |
- |
29,658 |
5.04.06 |
Dividends |
- |
- |
- |
(66.260) |
(66,260) |
5.04.08 |
Reserves Capitalization |
38,025 |
(38,025) |
- |
- |
- |
5.05 |
Total Comprehensive Income |
- |
- |
- |
560,774 |
560,774 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
560,774 |
560,774 |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
(744) |
- |
(744) |
5.06.04 |
Gain (Loss) in Equity Interest |
- |
- |
(744) |
- |
(744) |
5.07 |
Closing Balance |
6,759,809 |
220,092 |
1,555,487 |
494,514 |
9,029,902 |
Page 9
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 09/30/2012
R$ (in thousands)
Code |
Description |
Paid-in Capital |
Capital Reserves, Options Granted and Treasury Shares |
Profit Reserves |
Accumulated Profit/Losses |
Shareholders’ Equity |
5.01 |
Opening Balance |
6,129,405 |
384,342 |
1,111,526 |
- |
7,625,273 |
5.03 |
Restated Opening Balance |
6,129,405 |
384,342 |
1,111,526 |
- |
7,625,273 |
5.04 |
Capital Transactions with Shareholders |
572,413 |
(173,111) |
(358,415) |
(55,727) |
(14,840) |
5.04.01 |
Capital Increases |
13,093 |
- |
- |
- |
13,093 |
5.04.03 |
Granted Options |
- |
27,794 |
- |
- |
27,794 |
5.04.06 |
Dividends |
- |
- |
- |
(55,727) |
(55,727) |
5.04.08 |
Capitalization of Reserve |
559,320 |
(200,905) |
(358,415) |
- |
- |
5.05 |
Total Comprehensive Income |
- |
- |
- |
609,865 |
609,865 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
609,865 |
609,865 |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
476 |
- |
476 |
5.06.04 |
Gain (Loss) in Equity Interest |
- |
- |
476 |
- |
476 |
5.07 |
Closing Balance |
6,701,818 |
211,231 |
753,587 |
554,138 |
8,220,774 |
Page 10
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Individual Quarterly Financial Information /Statement of Value Added
R$ (in thousands)
Code |
Description |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
7.01 |
Revenues |
16,881,694 |
15,134,076 |
7.01.01 |
Sales of Goods, Products and Services |
16,791,136 |
15,086,412 |
7.01.02 |
Other Revenues |
90,515 |
49,574 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
43 |
(1,910) |
7.02 |
Raw Materials Acquired from Third Parties |
(13,299,084) |
(12,046,496) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(11,871,472) |
(10,914,034) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(1,427,612) |
(1,132,462) |
7.03 |
Gross Added Value |
3,582,610 |
3,087,580 |
7.04 |
Retention |
(333,056) |
(274,397) |
7.04.01 |
Depreciation and Amortization |
(333,056) |
(274,397) |
7.05 |
Net Added Value Produced |
3,249,554 |
2,813,183 |
7.06 |
Added Value Received in Transfer |
446,105 |
576,867 |
7.06.01 |
Equity Pickup |
285,857 |
323,532 |
7.06.02 |
Financial Revenue |
160,248 |
253,335 |
7.07 |
Total Added Value to Distribute |
3,695,659 |
3,390,050 |
7.08 |
Distribution of Added Value |
3,695,659 |
3,390,050 |
7.08.01 |
Personnel |
1,581,774 |
1,309,825 |
7.08.01.01 |
Direct Compensation |
1,077,817 |
908,054 |
7.08.01.02 |
Benefits |
11,570 |
301,893 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
397,220 |
79,667 |
7.08.01.04 |
Other |
95,167 |
20,211 |
7.08.02 |
Taxes, Fees and Contributions |
675,681 |
596,500 |
7.08.02.01 |
Federal |
446,860 |
410,677 |
7.08.02.02 |
State |
155,742 |
113,990 |
7.08.02.03 |
Municipal |
73,079 |
71,833 |
7.08.03 |
Value Distributed to Providers of Capital |
877,430 |
873,860 |
7.08.03.01 |
Interest |
545,242 |
596,836 |
7.08.03.02 |
Rentals |
332,188 |
277,024 |
7.08.04 |
Value Distributed to Shareholders |
560,774 |
609,865 |
7.08.04.03 |
Retained Earnings for the Period |
560,774 |
609,865 |
Page 11
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information /Balance Sheet - Assets
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
1 |
Total Assets |
33,575,523 |
34,832,108 |
1.01 |
Current Assets |
14,849,309 |
16,680,302 |
1.01.01 |
Cash and Cash Equivalents |
4,780,019 |
7,086,251 |
1.01.02 |
Financial Investments |
23,270 |
- |
1.01.02.01 |
Financial Investments Measured Fair Value |
23,270 |
- |
1.01.02.01.03 |
Marketable Securities |
23,270 |
- |
1.01.03 |
Accounts Receivable |
2,577,659 |
2,867,556 |
1.01.03.01 |
Trade Accounts Receivable |
2,364,987 |
2,646,079 |
1.01.03.02 |
Other Accounts Receivable |
212,672 |
221,477 |
1.01.04 |
Inventories |
6,251,715 |
5,759,648 |
1.01.06 |
Recoverable Taxes |
976,042 |
871,021 |
1.01.06.01 |
Current Recoverable Taxes |
976,042 |
871,021 |
1.01.07 |
Prepaid Expenses |
155,239 |
66,792 |
1.01.08 |
Other Current Assets |
85,365 |
29,034 |
1.01.08.01 |
Noncurrent Assets for Sales |
51,780 |
- |
1.01.08.03 |
Other |
33,585 |
29,034 |
1.02 |
Noncurrent Assets |
18,726,214 |
18,151,806 |
1.02.01 |
Long-term Assets |
4,741,400 |
4,699,323 |
1.02.01.03 |
Accounts Receivable |
688,648 |
664,896 |
1.02.01.03.01 |
Trade Accounts Receivable |
113,285 |
108,499 |
1.02.01.03.02 |
Other Accounts Receivable |
575,363 |
556,397 |
1.02.01.04 |
Inventories |
172,280 |
172,280 |
1.02.01.06 |
Deferred Taxes |
1,024,605 |
1,078,842 |
1.02.01.06.01 |
Deferred Income and Social Contribution Taxes |
1,024,605 |
1,078,842 |
1.02.01.07 |
Prepaid Expenses |
51,045 |
61,892 |
1.02.01.08 |
Receivables from Related Parties |
200,159 |
178,420 |
1.02.01.08.03 |
Receivables from Controlling Shareholders |
- |
6,258 |
1.02.01.08.04 |
Receivables from Other Related Parties |
200,159 |
172,162 |
1.02.01.09 |
Other Noncurrent Assets |
2,604,663 |
2,542,993 |
1.02.01.09.04 |
Recoverable Taxes |
1,244,346 |
1,231,642 |
1.02.01.09.05 |
Restricted Deposits for Legal Proceeding |
998,038 |
952,294 |
1.02.01.09.07 |
Financial Instruments - Option to Put/Call |
362,279 |
359,057 |
1.02.02 |
Investments |
389,551 |
362,429 |
1.02.02.01 |
Investments in Associates |
389,551 |
362,429 |
1.02.02.01.01 |
Investments in Associates |
302,216 |
275,094 |
1.02.02.01.04 |
Other Equity Interest |
87,335 |
87,335 |
1.02.03 |
Property and Equipment, net |
8,659,711 |
8,114,498 |
1.02.03.01 |
In Use |
8,369,561 |
7,761,755 |
1.02.03.02 |
Leased Properties |
106,843 |
148,112 |
1.02.03.03 |
In Progress |
183,307 |
204,631 |
1.02.04 |
Intangible Assets |
4,935,552 |
4,975,556 |
1.02.04.01 |
Intangible Assets |
4,935,552 |
4,975,556 |
Page 12
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information /Balance Sheet – Liabilities
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
2 |
Total Liabilities |
33,575,523 |
34,832,108 |
2.01 |
Current Liabilities |
13,234,808 |
13,391,267 |
2.01.01 |
Payroll and Related Charges |
939,219 |
728,970 |
2.01.01.01 |
Payroll Liabilities |
144,852 |
190,127 |
2.01.01.02 |
Social Security Liabilities |
794,367 |
538,843 |
2.01.02 |
Trade Accounts Payable |
5,681,576 |
6,240,356 |
2.01.02.01 |
Local Trade Payable |
5,591,988 |
6,150,533 |
2.01.02.02 |
Foreign Trade Payable |
89,588 |
89,823 |
2.01.03 |
Taxes and Contribution Payable |
601,989 |
650,761 |
2.01.03.01 |
Federal Tax Liabilities |
414,361 |
410,893 |
2.01.03.01.01 |
Income and Social Contribution Taxes Payable |
136,924 |
93,759 |
2.01.03.01.02 |
Other (PIS, COFINS, IOF, INSS, Funrural) |
277,437 |
317,134 |
2.01.03.02 |
State Tax Liabilities |
182,174 |
233,154 |
2.01.03.03 |
Municipal Tax Liabilities |
5,454 |
6,714 |
2.01.04 |
Loans and Financing |
4,748,567 |
4,211,150 |
2.01.04.01 |
Loans and Financing |
3,596,428 |
3,459,652 |
2.01.04.01.01 |
In Local Currency |
3,390,868 |
2,754,029 |
2.01.04.01.02 |
In Foreign Currency |
205,560 |
705,623 |
2.01.04.02 |
Debentures |
1,104,229 |
668,444 |
2.01.04.03 |
Financing by Leasing |
47,910 |
83,054 |
2.01.05 |
Other Liabilities |
1,261,998 |
1,535,480 |
2.01.05.01 |
Related Parties |
34,870 |
80,399 |
2.01.05.01.01 |
Debts with Subsidiaries |
22,049 |
64,181 |
2.01.05.01.04 |
Debts with Other Related Parties |
12,821 |
16,218 |
2.01.05.02 |
Other |
1,227,128 |
1,455,081 |
2.01.05.02.01 |
Dividends |
99,910 |
168,798 |
2.01.05.02.04 |
Utilities |
24,941 |
22,801 |
2.01.05.02.05 |
Rent Payable |
50,488 |
51,377 |
2.01.05.02.06 |
Advertisement Payable |
69,044 |
112,976 |
2.01.05.02.07 |
Pass-through to Third Parties |
157,206 |
224,099 |
2.01.05.02.08 |
Financing Related to Acquisition of Real Estate |
53,992 |
88,181 |
2.01.05.02.09 |
Deferred Revenues |
82,726 |
92,120 |
2.01.05.02.10 |
Taxes Payable in Installments |
142,219 |
155,368 |
2.01.05.02.11 |
Companies’ Acquisition |
68,361 |
63,021 |
2.01.05.02.12 |
Other Accounts Payable |
478,241 |
476,340 |
2.01.06 |
Provisions |
1,459 |
24,550 |
2.01.06.02 |
Other Provisions |
1,459 |
24,550 |
2.01.06.02.02 |
Provisions for Restructuring |
1,459 |
24,550 |
2.02 |
Noncurrent Liabilities |
8,688,227 |
10,372,890 |
2.02.01 |
Loans and Financing |
4,741,535 |
6,281,104 |
2.02.01.01 |
Loans and Financing |
1,703,218 |
2,377,214 |
2.02.01.01.01 |
In Local Currency |
1,703,218 |
2,176,652 |
2.02.01.01.02 |
In Foreign Currency |
- |
200,562 |
2.02.01.02 |
Debentures |
2,897,320 |
3,741,353 |
2.02.01.03 |
Financing by Leasing |
140,997 |
162,537 |
2.02.02 |
Other Liabilities |
1,325,618 |
1,708,384 |
2.02.02.02 |
Other |
1,325,618 |
1,708,384 |
2.02.02.02.03 |
Taxes Payable by Installments |
1,091,189 |
1,204,543 |
2.02.02.02.04 |
Other Accounts Payable |
128,778 |
345,640 |
2.02.02.02.05 |
Accounts Payable Related to Acquisition of Companies |
105,651 |
158,201 |
2.02.03 |
Deferred Taxes |
1,089,582 |
1,137,376 |
Page 13
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information /Balance Sheet – Liabilities
R$ (in thousands)
Code |
Description |
Current Quarter 09/30/2013 |
Previous Year 12/31/2012 |
2.02.03.01 |
Deferred Income and Social Contribution Taxes |
1,089,582 |
1,137,376 |
2.02.04 |
Provisions for Contingencies |
1,101,321 |
774,361 |
2.02.04.01 |
Tax, Social Security, Labor and Civil Provisions |
1,101,321 |
774,361 |
2.02.04.01.01 |
Tax Provisions |
616,203 |
450,639 |
2.02.04.01.02 |
Social Security and Labor Provisions |
321,631 |
190,836 |
2.02.04.01.04 |
Civil Provisions |
163,487 |
132,886 |
2.02.06 |
Deferred Revenues |
430,171 |
471,665 |
2.02.06.02 |
Deferred Revenues |
430,171 |
471,665 |
2.03 |
Consolidated Shareholders’ Equity |
11,652,488 |
11,067,951 |
2.03.01 |
Paid-in Capital Stock |
6,759,809 |
6,710,035 |
2.03.02 |
Capital Reserves |
220,092 |
228,459 |
2.03.02.02 |
Special Goodwill Reserve |
- |
38,025 |
2.03.02.04 |
Granted Options |
212,694 |
183,036 |
2.03.02.07 |
Capital Reserve |
7,398 |
7,398 |
2.03.04 |
Profit Reserves |
1,555,487 |
1,556,231 |
2.03.04.01 |
Legal Reserve |
300,808 |
300,808 |
2.03.04.05 |
Profit Retention Reserve |
794,122 |
794,865 |
2.03.04.10 |
Expansion Reserve |
460,557 |
460,558 |
2.03.05 |
Retained Earnings/ Accumulated Losses |
494,514 |
- |
2.03.09 |
Noncontrolling Interest |
2,622,586 |
2,573,226 |
Page 14
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information / Statement of Income
R$ (in thousands)
Code |
Description |
YTD Current Period 7/1/2013 to 9/30/2013 |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 7/1/2011 to 9/30/2011 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
3.01 |
Net Sales from Goods and/or Services |
14,077,085 |
40,842,869 |
12,155,164 |
36,340,034 |
3.02 |
Cost of Goods Sold and/or Services Sold |
(10,355,955) |
(30,037,937) |
(8,964,341) |
(26,675,839) |
3.03 |
Gross Profit |
3,721,130 |
10,804,932 |
3,190,823 |
9,664,195 |
3.04 |
Operating Income/Expenses |
(2,906,356) |
(8,946,022) |
(2,621,469) |
(7,910,512) |
3.04.01 |
Selling Costs |
(2,330,363) |
(6,866,612) |
(2,032,372) |
(6,130,003) |
3.04.02 |
General and Administrative |
(374,533) |
(1,142,310) |
(369,638) |
(1,223,270) |
3.04.04 |
Other Operating Income |
1,654 |
(1,372) |
9,811 |
42,805 |
3.04.04.01 |
Income Related to Fixed Assets |
7,505 |
(6,308) |
(5,566) |
(8,533) |
3.04.04.02 |
Other Operating Income |
(5,851) |
4,936 |
15,377 |
51,338 |
3.04.05 |
Other Operating Expenses |
(218,687) |
(964,078) |
(238,948) |
(611,907) |
3.04.05.01 |
Depreciation/Amortization |
(200,968) |
(591,003) |
(203,794) |
(555,473) |
3.04.05.03 |
Other Operating Expenses |
(17,719) |
(373,075) |
(35,154) |
(56,434) |
3.04.06 |
Equity Pickup |
15,573 |
28,350 |
9,678 |
11,863 |
3.05 |
Profit before Net Financial Expenses and Social Contribution Taxes |
814,774 |
1,858,910 |
569,354 |
1,753,683 |
3.06 |
Net finance expenses |
(311,563) |
(865,576) |
(271,935) |
(892,413) |
3.06.01 |
Financial Revenue |
145,504 |
416,178 |
162,678 |
459,315 |
3.06.02 |
Financial Expenses |
(457,067) |
(1,281,754) |
(434,613) |
(1,351,728) |
3.07 |
Earnings Before Income and Social Contribution Taxes |
503,211 |
993,334 |
297,419 |
861,270 |
3.08 |
Income and Social Contribution Taxes |
(146,679) |
(284,567) |
(87,470) |
(243,866) |
3.08.01 |
Current |
(135,432) |
(278,124) |
(57,364) |
(160,350) |
3.08.02 |
Deferred |
(11,247) |
(6,443) |
(30,106) |
(83,516) |
3.09 |
Net Income from Continued Operations |
356,532 |
708,767 |
209,949 |
617,404 |
3.11 |
Consolidated Net Income/Loss for the Period |
356,532 |
708,767 |
209,949 |
617,404 |
3.11.01 |
Attributed to Partners of Parent Company |
282,109 |
560,774 |
188,624 |
609,865 |
3.11.02 |
Attributed to Noncontrolling Shareholders |
74,423 |
147,993 |
21,325 |
7,539 |
3.99 |
Earnings per Share - (Reais / Share) |
|
|
|
|
3.99.01 |
Earnings Basic per Share |
|
|
|
|
3.99.01.01 |
ON |
1.01 |
2.00 |
0.68 |
2.19 |
3.99.01.02 |
PN |
1.11 |
2.20 |
0.75 |
2.41 |
3.99.02 |
Earnings Diluted per Share |
|
|
|
|
3.99.02.01 |
ON |
1.01 |
2.00 |
0.68 |
2.19 |
3.99.02.02 |
PN |
1.10 |
2.19 |
0.74 |
2.39 |
Page 15
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information / Comprehensive Income for the Period
R$ (in thousands)
Code |
Description |
YTD Current Period 7/1/2013 to 9/30/2013 |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 7/1/2012 to 9/30/2012 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
4.01 |
Net Income for the Period |
356,532 |
708,767 |
209,949 |
617,404 |
4.03 |
Comprehensive Income for the Period |
356,532 |
708,767 |
209,949 |
617,404 |
4.03.01 |
Attributed to Controlling Shareholders |
282,109 |
560,774 |
188,624 |
609,865 |
4.03.02 |
Attributed to Non-Controlling Shareholders |
74,423 |
147,993 |
21,325 |
7,539 |
Page 16
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information /Statement of Cash Flows – Indirect Method
R$ (in thousands)
Code |
Description |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
6.01 |
Net Cash Flow Operating Activities |
809,999 |
635,564 |
6.01.01 |
Cash Provided by the Operations |
2,878,149 |
2,368,071 |
6.01.01.01 |
Net Income for the Period |
708,767 |
617,404 |
6.01.01.02 |
Deferred Income and Social Contribution Taxes |
6,443 |
83,516 |
6.01.01.03 |
Results from Disposal of Fixed Assets |
6,308 |
8,533 |
6.01.01.04 |
Depreciation/Amortization |
648,175 |
617,411 |
6.01.01.05 |
Net Finance Results |
700,274 |
902,848 |
6.01.01.06 |
Adjustment to Present Value |
6,871 |
(21,703) |
6.01.01.07 |
Equity Pickup |
(28,350) |
(11,863) |
6.01.01.08 |
Payment Provision for Contingencies |
310,076 |
57,413 |
6.01.01.09 |
Provision for Disposals and Impairment of Property and Equipment |
2,809 |
(23,160) |
6.01.01.10 |
Share-Based payment |
29,658 |
27,794 |
6.01.01.11 |
Allowance for Doubtful Accounts |
350,729 |
204,805 |
6.01.01.12 |
Provision for Obsolescence/Shrinkage |
(10,055) |
29,113 |
6.01.01.13 |
Gain (Loss) in Equity Interest Dilution |
- |
(24,290) |
6.01.01.14 |
Barter Revenue |
- |
(96,810) |
6.01.01.15 |
Deferred Revenue |
(41,494) |
- |
6.01.01.16 |
Noncurrent expenses |
187,938 |
- |
6.01.02 |
Changes in Assets and Liabilities |
(2,068,150) |
(1,735,447) |
6.01.02.01 |
Financial investments |
(23,136) |
- |
6.01.02.02 |
Accounts Receivable |
(77,123) |
14,189 |
6.01.02.03 |
Inventories |
(497,140) |
336,181 |
6.01.02.04 |
Recoverable Taxes |
(153,420) |
(440,755) |
6.01.02.05 |
Financial instruments |
- |
(51,341) |
6.01.02.06 |
Other Assets |
(91,213) |
(58,614) |
6.01.02.07 |
Related Parties |
(93,899) |
(56,739) |
6.01.02.08 |
Restricted Deposits for Legal Proceeding |
(194,162) |
(124,948) |
6.01.02.09 |
Trade Accounts Payable |
(548,913) |
(1,292,838) |
6.01.02.10 |
Payroll Charges |
210,249 |
205,573 |
6.01.02.11 |
Taxes and Social Contributions Payable |
(184,126) |
(237,286) |
6.01.02.12 |
Other Accounts Payable |
(372,023) |
14,292 |
6.01.02.13 |
Contingencies |
(43,244) |
(43,161) |
6.02 |
Net Cash Flow Investing Activities |
(1,289,402) |
(882,707) |
6.02.01 |
Companies Acquisition |
(63,243) |
(42,987) |
6.02.03 |
Acquisition of Property and Equipment |
(1,157,971) |
(837,746) |
6.02.04 |
Increase Intangible Assets |
(139,562) |
(47,405) |
6.02.05 |
Sales of Property and Equipment |
71,374 |
45,260 |
6.02.06 |
Net Cash Acquisition |
- |
171 |
6.03 |
Net Cash flow Financing Activities |
(1,826,829) |
827,739 |
6.03.01 |
Capital Increase/Decrease |
11,749 |
13,094 |
6.03.02 |
Additions |
3,877,056 |
5,694,469 |
6.03.03 |
Payments |
(5,041,957) |
(4,498,084) |
6.03.04 |
Interest Paid |
(439,582) |
(223,232) |
6.03.05 |
Payment of Dividends |
(234,095) |
(158,508) |
6.05 |
Net Increase (Decrease) in Cash and Cash Equivalents |
(2,306,232) |
580,596 |
6.05.01 |
Cash and Cash Equivalents at the Beginning of Period |
7,086,251 |
4,969,955 |
6.05.02 |
Cash and Cash Equivalents at the End of Period |
4,780,019 |
5,550,551 |
Page 17
(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO Version: 1 |
Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity –01/01/2013 to 09/30/2013
R$ (in thousands)
Code |
Description |
Paid-in Capital |
Capital Reserves, Options Granted and Treasury Shares |
Profit Reserves |
Accumulated Profit/Losses |
Other Comprehensive Income |
Shareholders’ Equity |
Noncontrolling Interest |
Consolidated Shareholders’ Equity |
5.01 |
Opening Balance |
6,710,035 |
228,459 |
1,556,231 |
- |
- |
8,494,725 |
2,573,226 |
11,067,951 |
5.03 |
Restated Opening Balance |
6,710,035 |
228,459 |
1,556,231 |
- |
- |
8,494,725 |
2,573,226 |
11,067,951 |
5.04 |
Capital Transactions with Shareholders |
49,774 |
(8,367) |
- |
(66,260) |
- |
(24,853) |
(98,946) |
(123,799) |
5.04.01 |
Capital Increases |
11,749 |
- |
- |
- |
- |
11,749 |
- |
11,749 |
5.04.03 |
Granted Options |
- |
29,658 |
- |
- |
- |
29,658 |
- |
29,658 |
5.04.06 |
Dividends |
- |
- |
- |
(66,260) |
- |
(66,260) |
(98,946) |
(165,206) |
5.04.08 |
Capitalization of Reserve |
38,025 |
(38,025) |
- |
- |
- |
- |
- |
- |
5.05 |
Total Comprehensive Income |
- |
- |
- |
560,774 |
- |
560,774 |
147,993 |
708,767 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
560,774 |
- |
560,774 |
147,993 |
708,767 |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
(744) |
- |
- |
(744) |
313 |
(431) |
5.06.04 |
Gain (Loss) in Equity Interest |
- |
- |
(744) |
- |
- |
(744) |
313 |
(431) |
5.07 |
Closing Balance |
6,759,809 |
220,092 |
1,555,487 |
494,514 |
- |
9,029,902 |
2,622,586 |
11,652,488 |
Page 18
(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO Version: 1 |
Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 09/30/2012
R$ (in thousands)
Code |
Description |
Paid-in Capital |
Capital Reserves, Options Granted and Treasury Shares |
Profit Reserves |
Accumulated Profit/Losses |
Other Comprehensive Income |
Shareholders’ Equity |
Noncontrolling Interest |
Consolidated Shareholders’ Equity |
5.01 |
Opening Balance |
6,129,405 |
384,342 |
1,111,526 |
- |
- |
7,625,273 |
2,469,152 |
10,094,425 |
5.03 |
Restated Opening Balance |
6,129,405 |
384,342 |
1,111,526 |
- |
- |
7,625,273 |
2,469,152 |
10,094,425 |
5.04 |
Capital Transactions with Shareholders |
572,413 |
(173,111) |
(358,415) |
(55,727) |
- |
(14,840) |
- |
(14,840) |
5.04.01 |
Capital Increase |
13,093 |
- |
- |
- |
- |
13,093 |
- |
13,093 |
5.04.03 |
Granted Options |
- |
27,794 |
- |
- |
- |
27,794 |
- |
27,794 |
5.04.06 |
Dividends |
- |
- |
- |
(55,727) |
- |
(55,727) |
- |
(55,727) |
5.04.08 |
Capitalization of Reserves |
559,320 |
(200,905) |
(358,415) |
- |
- |
- |
- |
- |
5.05 |
Total Comprehensive Income |
- |
- |
- |
609,865 |
- |
609,865 |
7,539 |
617,404 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
609,865 |
- |
609,865 |
7,539 |
617,404 |
5.06 |
Internal Changes of Shareholders’ Equity |
- |
- |
476 |
- |
- |
476 |
221 |
697 |
5.06.04 |
Gain (Loss) in Equity Interest |
- |
- |
476 |
- |
- |
476 |
221 |
697 |
5.07 |
Closing Balance |
6,701,818 |
211,231 |
753,587 |
554,138 |
- |
8,220,774 |
2,476,912 |
10,697,686 |
Page 19
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Consolidated Quarterly Financial Information /Statement of Value Added
R$ (in thousands)
Code |
Description |
YTD Current Period 1/1/2013 to 9/30/2013 |
YTD Previous Period 1/1/2012 to 9/30/2012 |
7.01 |
Revenues |
45,426,547 |
40,740,195 |
7.01.01 |
Sales of Goods, Products and Services |
45,623,657 |
40,837,476 |
7.01.02 |
Other Revenues |
153,619 |
107,524 |
7.01.04 |
Allowance for/Reversal of Doubtful Accounts |
(350,729) |
(204,805) |
7.02 |
Raw Materials Acquired from Third Parties |
(34,595,030) |
(31,738,357) |
7.02.01 |
Costs of Products, Goods and Services Sold |
(30,570,927) |
(28,156,755) |
7.02.02 |
Materials, Energy, Outsourced Services and Other |
(4,024,103) |
(3,581,602) |
7.03 |
Gross Added Value |
10,831,517 |
9,001,838 |
7.04 |
Retention |
(648,175) |
(617,411) |
7.04.01 |
Depreciation and Amortization |
(648,175) |
(617,411) |
7.05 |
Net Added Value Produced |
10,183,342 |
8,384,427 |
7.06 |
Added Value Received in Transfer |
444,528 |
471,178 |
7.06.01 |
Equity Pickup |
28,350 |
11,863 |
7.06.02 |
Financial Revenue |
416,178 |
459,315 |
7.07 |
Total Added Value to Distribute |
10,627,870 |
8,855,605 |
7.08 |
Distribution of Added Value |
10,627,870 |
8,855,605 |
7.08.01 |
Personnel |
4,215,072 |
4,088,510 |
7.08.01.01 |
Direct Compensation |
3,055,279 |
3,012,353 |
7.08.01.02 |
Benefits |
108,339 |
712,215 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
780,667 |
249,538 |
7.08.01.04 |
Other |
270,787 |
114,404 |
7.08.01.04.01 |
Interest |
270,787 |
114,404 |
7.08.02 |
Taxes, Fees and Contributions |
3,409,043 |
1,943,222 |
7.08.02.01 |
Federal |
2,092,856 |
1,117,880 |
7.08.02.02 |
State |
1,152,184 |
655,820 |
7.08.02.03 |
Municipal |
164,003 |
169,522 |
7.08.03 |
Value Distributed to Providers of Capital |
2,294,988 |
2,206,469 |
7.08.03.01 |
Interest |
1,281,754 |
1,351,728 |
7.08.03.02 |
Rentals |
1,013,234 |
854,741 |
7.08.04 |
Value Distributed to Shareholders |
708,767 |
617,404 |
7.08.04.03 |
Retained Earnings/ Accumulated Losses for the Period |
560,774 |
609,865 |
7.08.04.04 |
Noncontrolling Interest in Retained Earnings |
147,993 |
7,539 |
Page 20
3Q13 Earnings Release
São Paulo, Brazil, October 16, 2013 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] and Via Varejo [BM&FBOVESPA: VVAR3] announce their results for the third quarter of 2013 (3Q13). The results are presented in the segments as follows: GPA Food, formed by supermarkets (Pão de Açúcar, Extra Supermercado and PA Delivery), hypermarkets (Extra Hiper), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), GPA Malls & Properties, gas stations and drugstores; and GPA Consolidated, formed by GPA Food and Viavarejo (Casas Bahia and Pontofrio bricks and mortar stores) and Nova Pontocom's e-commerce operations (e-commerce operations of Pontofrio.com.br, Extra.com.br, Casasbahia.com.br, Barateiro.com, PartiuViagens.com.br, and Atacado Pontofrio). Further information on the results of the subsidiary Via Varejo S.A. can be found in its respective earnings release disclosed on this date.
GPA Consolidated |
Strong gross revenue growth of 15.0%, with acceleration compared to the 1st half 2013 Net income increase of 69.8%, totaling R$ 357 million |
GPA Food
EBITDA grew 14.1% for margin of 7.1% |
§ Gross revenue of R$8.448 billion, up 12.9%. Growth in the same-store concept was 7.1%;
§ EBITDA of R$546 million, with margin of 7.1%, the same level as in 3Q12, despite the increase in the share of Assaí in gross sales (from 16.9% in 3Q12 to 20.6% in 3Q13);
§ Selling, general and administrative expenses as a percentage of net revenue decreased from 18.6% in 3Q12 to 17.4% in 3Q13.
GPA Consolidated | GPA Food (ex. real estate projects) | Viavarejo | |||||||||||||
(R$ million)(1) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | |||
Gross Revenue | 15,720 | 13,666 | 15.0% | 45,624 | 40,837 | 11.7% | 8,448 | 7,484 | 12.9% | 7,272 | 6,182 | 17.6% | |||
Net Revenue | 14,077 | 12,155 | 15.8% | 40,843 | 36,340 | 12.4% | 7,744 | 6,761 | 14.5% | 6,333 | 5,394 | 17.4% | |||
Gross Profit | 3,721 | 3,191 | 16.6% | 10,805 | 9,664 | 11.8% | 1,890 | 1,744 | 8.3% |
1,832 |
1,446 | 26.6% | |||
Gross Margin | 26.4% | 26.3% | 10bps | 26.5% | 26.6 | 10bps | 24.4% | 25.8% | 140bps | 28.9% | 26.8% | 210bps | |||
EBITDA | 1,036 | 795 | 30.4% | 2,507 | 2,371 | 5.7% | 546 | 479 | 14.1% | 490 | 316 | 55.2% | |||
EBITDA Margin (2) | 7.4% | 6.5% | 90bps | 6.1% | 6.5 | 40bps | 7.1% | 7.1% | 0bps | 7.7% | 5.9% | 180bps | |||
Net Financial Revenue (Expenses) | (312) | (272) | 14.6% | (866) | (892) | 3.0% | (132) | (122) | 8.2% | (179) | (155) | 15.5% | |||
% of Net Revenue | 2.2% | 2.2% | 0bps | 2.1% | 2.5 | 40bps | 1.7% | .8% | 10bps | 2.8% | 2.9% | 10bps | |||
Company's Net Profit | 357 | 210 | 69.8% | 709 | 617 | 14.8% | 176 | 136 | 29.0% | 181 | 68 | 165.9% | |||
Net Margin | 2.5% | 1.7% | 80bps | 1.7% | 1.7 | 0bps | 2.3% | 2.0% | 30bps | 2.9% | 1.3% | 160bps | |||
(1) Totals and percentage changes are rounded off and all margins were calculated as percentage of net revenue. (2) Earnings before interest, taxes, depreciation and amortization. | |||||||||||||||
Page 21
For better comparability of results, the tables and comments related to 9M12 results do not include the results of the real estate projects implemented by the Company in partnership with construction companies, which generated non-recurring revenue of R$98 million in 2Q12.
Sales Performance
Gross Revenue | Net Revenue | ||||||||||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | |||
GPA Consolidated (ex real estate projects ) | 15,720 | 13,666 | 15.0% | 45,624 | 40,739 | 12.0% | 14,077 | 12,155 | 15.8% | 40,843 | 36,242 | 12.7 | |||
GPA Food (ex real estate projects) | 8,448 | 7,484 | 12.9% | 24,581 | 22,193 | 10.8% | 7,744 | 6,761 | 14.5% | 22,448 | 20,039 | 12.0% | |||
Retail | 6,711 | 6,219 | 7.9% | 19,858 | 18,656 | 6.4% | 6,147 | 5,606 | 9.6% | 18,112 | 16,807 | 7.8% | |||
Cash and Carry | 1,738 | 1,265 | 37.4% | 4,723 | 3,538 | 33.5% | 1,598 | 1,155 | 38.4% | 4,336 | 3,232 | 34.1% | |||
Viavarejo | 7,272 | 6,182 | 17.6% | 21,043 | 18,546 | 13.5% | 6,333 | 5,394 | 17.4% | 18,395 | 16,203 | 13.5% | |||
Bricks and mortar | 6,062 | 5,341 | 13.5% | 17,820 | 15,974 | 11.6% | 5,258 | 4,630 | 13.6% | 15,513 | 13,862 | 11.9% | |||
Nova Pontocom | 1,210 | 841 | 43.9% | 3,224 | 2,572 | 25.3% | 1,075 | 764 | 40.7% | 2,882 | 2,341 | 23.1% | |||
Real Estate Projects | - | - | - | - | 98 | - | - | - | - | - | 98 | - |
Gross 'Same Store' Sales | ||
3Q13 | 9M13 | |
GPA Consolidated | 10.8% | 8.3% |
By category | ||
Food | 7.9% | 7.4% |
Non food | 13.1% | 8.9% |
By bussiness | ||
GPA Food | 7.1% | 5.7% |
Viavarejo(1) | 15.4% | 11.3% |
(1) Includes total sales of Nova Pontocom. |
Consolidated gross revenue was R$15.720 billion, up 15.0%, driven by the opening of 132 stores in the last 12 months, 20 of them in the last quarter, as well as by the 10.8% growth in same-store sales, as detailed below:
üFood Category: growth of 7.9%, driven mainly by perishables: meat, fruits, legumes and vegetables. This growth, which surpassed the IPCA inflation index in 200 basis points, represents an upturn on the 1st half of the year.
üNon-food: growth of 13.1%, driven by sales of technology products: cell phones, tablets and TV sets, with growth across all formats operated by the Group. Specialty stores (Pontofrio and Casas Bahia) and e-commerce accelerated the pace of sales in comparison with previous periods, while Hypermarkets continued to register the sales recovery in this category.
In the last 9 months, gross sales increased 12.0% compared to the same period last year, to R$45.624 billion. Growth in the same-store basis was 8.3%.
GPA Food Highlights
Gross revenue reached R$8.448 billion, up 12.9%, driven by the performance of the Assaí banner, which continued to post double-digit growth (37.4%). On a same-store basis, growth was 7.1%. A total of 15 stores were delivered in the period, of which 12 Minimercado, two Assaí and one Pão de Açúcar.
Assaí’s focus in the 2nd half of the year has been on expanding in states where it is already present. Over the last nine months, a total of eight stores were opened, five of them in new states, whose sales exceeded our expectations. At least five stores should be delivered by the year-end.
The Company has been investing in price competitiveness to increase store traffic and gain market share in the retail segment. The strategy should last through the coming periods. The non-food category in the Hypermarket format continued the sales recovery trend, driven by the successful marketing campaigns in the electronics category.
Viavarejo Highlights
Gross revenue totaled R$7.272 billion, increasing by 17.6% over 3Q12. Sales growth accelerated during one more quarter across all businesses: brick-and-mortar stores and e-commerce, with a gain in market share during the period. Five new stores were opened. Same-store sales growth reached 15.4%. Additionally, 31 new stores were opened in the last 12 months.
Brick and mortar stores posted same-store sales growth of 10.8%, driven mainly by technology products, especially cell phones, tablets and TV sets.
Nova Pontocom posted gross revenue growth of 43.9%, mainly due to higher customer traffic, better conversion rate and Father's Day strong sales, celebrated in August. The results of Nova Pontocom in 3T13 were close to the break-even point and the investments in price competitiveness were sustained by the savings generated in process review and expenses reductions.
Page 23
Operating Performance
GPA Consolidated (ex. real estate projects) | |||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | |
Gross Revenue | 15,720 | 13,666 | 15.0% | 45,624 | 40,739 | 12.0% | |
Net Revenue | 14,077 | 12,155 | 15.8% | 40,843 | 36,242 | 12.7% | |
Gross Profit | 3,721 | 3,191 | 16.6% | 10,805 | 9,566 | 12.9% | |
Gross Margin | 26.4% | 26.3% | 10bps | 26.5% | 26.4% | 10bps | |
Selling Expenses | (2,330) | (2,032) | 14.7% | (6,867) | (6,130) | 12.0% | |
General and Administrative Expenses | (375) | (370) | 1.3% | (1,142) | (1,223) | -6.6% | |
Equity Income | 16 | 10 | 60.9% | 28 | 12 | 139.0% | |
Other Operating Revenue (Expenses) | (16) | (25) | -36.6% | (374) | (14) | - | |
Total Operating Expenses | (2,705) | (2,418) | 11.9% | (8,355) | (7,355) | 13.6% | |
% of Net Revenue | 19.2% | 19.9% | -70bps | 20.5% | 20.3% | 20bps | |
Depreciation (Logistic) | 21 | 21 | -4.4% | 57 | 62 | -7.7% | |
EBITDA (1) (2) | 1,036 | 795 | 30.4% | 2,507 | 2,273 | 10.3% | |
EBITDA Margin | 7.4% | 6.5% | 90bps | 6.1% | 6.3% | -20bps | |
Adjusted EBITDA (3) | 1,052 | 820 | 28.3% | 2,882 | 2,287 | 26.0% | |
Adjusted EBITDA Margin | 7.5% | 6.7% | 80bps | 7.1% | 6.3% | 80bps |
(1) As of 4Q12, the result of Equity Income and Other Operating Income (Expenses) were included along with Total Operating Expenses in the calculation of EBITDA. Thus, the calculation of EBITDA complies with Instruction 527 dated October 4, 2012, issued by the Securities and Exchange Commission of Brazil (CVM).
(2) As of 1Q13, the depreciation recognized as cost of goods sold, essentially consisting of the depreciation of distribution centers, began to be specified in the calculation of EBITDA.
(3) As of 2Q13, the Company adjusted EBITDA by excluding the Other Operating Revenue (Expenses).
The Company’s gross margin increased 10 basis points, due to the increased margin at Viavarejo, which was practically offset by investments in price competitiveness in food retail and the opening of Assaí stores.
Selling, general and administrative expenses increased at a slower pace than revenue growth, mainly due to the simplification of processes at GPA Food and synergy gains at Viavarejo. The ratio of selling, general and administrative expenses to net revenue decreased from 19.8% in 3Q12 to 19.2% in 3Q13.
EBITDA totaled R$1.036 billion, up 30.4% over the same period last year. EBITDA margin was 7.4%, expanding by 90 basis points over 3Q12.
In 9M13, EBITDA stood at R$2.507 billion, with margin of 6.1%. Note that in 2Q13 the Company recorded other operating income and expenses of R$350 million, as mentioned in the Earnings Release. Adjusted EBITDA, excluding other operating income and expenses, came to R$2.882 billion, with margin of 7.1%.
Page 24
Food Retail (Extra and Pão de Açúcar)
Food Retail (ex. real estate projects) | |||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | |
Gross Revenue | 6,711 | 6,219 | 7.9% | 19,858 | 18,656 | 6.4% | |
Net Revenue | 6,147 | 5,606 | 9.6% | 18,112 | 16,807 | 7.8% | |
Gross Profit | 1,668 | 1,580 | 5.6% | 4,974 | 4,686 | 6.1% | |
Gross Margin | 27.1% | 28.2% | -110bps | 27.5% | 27.9% | -40bps | |
Selling Expenses | (995) | (939) | 6.0% | (2,982) | (2,822) | 5.7% | |
General and Administrative Expenses | (183) | (199) | -8.0% | (562) | (551) | 1.9% | |
Equity Income | 10 | 6 | 67.4% | 20 | 8 | 147.1% | |
Other Operating Revenue (Expenses) | (18) | (22) | -21.2% | (302) | (24) | - | |
Total Operating Expenses | (1,185 | (1,154) | 2.7% | (3,826) | (3,389) | 12.9% | |
% of Net Revenue | 19.3% | 20.6% | -130´bps | 21.1% | 20.2% | 90bps | |
Depreciation (Logistic) | 11 | 10 | 5.4% | 32 | 30 | 6.6% | |
EBITDA | 494 | 437 | 13.2% | 1,179 | 1,327 | -11.1% | |
EBITDA Margin | 8.0% | 7.8% | 20bps | 6.5% | 7.9% | -140bps | |
Adjusted EBITDA | 512 | 459 | 11.5% | 1,481 | 1,351 | 9.6% | |
Adjusted EBITDA Margin | 8.3% | 8.2% | 10bps | 8.2% | 8.0% | 20bps |
Gross margin decreased 110 basis points, backed by a similar decrease in selling, general and administrative expenses as a percentage of net revenue, from 20.3% in 3Q12 to 19.2% in 3Q13, a result of discipline in expenses control. These expenses increased at a slower pace than net revenue growth in the quarter, at 3.5% and 7.9%, respectively.
The Management reaffirms the strategy of simplifying processes and increasing operational efficiency, adopted since the beginning of the year, which have been reverted to investments in price competitiveness to increase store traffic and market share. This strategy should continue through the coming periods.
EBITDA amounted to R$494 million, for margin of 8.0%, up 20 basis points year over year.
In 9M13, EBITDA reached R$1.179 billion, with margin of 6.5%. Adjusted EBITDA, excluding other operating income and expenses, came to R$1.481 billion, with margin of 8.2%, up 20 basis points year over 9M12..
GPA Malls added 18,500 square meters of gross leasable area (GLA) in 3T13, from the extension of existing spaces or creation of new commercial centers. Among the projects delivered in the period, highlight to the new 4,900 square meters of GLA from the 1st phase of the Company’s second neighborhood mall, reinforcing its unique positioning in this segment. Over the past nine months, a total of 32,600 square meters of GLA have been delivered. The Company expects to add at least 35,000 square meters of GLA in 2013.
Page 25
Self-service Wholesale (Assaí)
Self-service Wholesale | |||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | |
Gross Revenue | 1,738 | 1,265 | 37.4% | 4,723 | 3,538 | 33.5% | |
Net Revenue | 1,598 | 1,155 | 38.4% | 4,336 | 3,232 | 34.1% | |
Gross Profit | 221 | 164 | 34.8% | 597 | 468 | 27.5% | |
Gross Margin | 13.8% | 14.2% | -40bps | 13.8% | 14.5% | -70bps | |
Selling Expenses | (148) | (105) | 41.1% | (407) | (309) | 31.9% | |
General and Administrative Expenses | (21) | (16) | 29.2% | (54) | (37) | 45.3% | |
Other Operating Revenue (Expenses) | (0.3) | (0.8) | -58.6% | 0.9 | (0.5) | - | |
Total Operating Expenses | (169) | (122) | 38.9% | (460) | (346) | 32.9% | |
% of Net Revenue | 10.6% | 10.6% | 0bps | 10.6% | 10.7% | -10bps | |
Depreciation (Logistic) | 0.1 | 0.0 | - | 0.2 | 0.1 | 188.1% | |
EBITDA | 52 | 42 | 23.3% | 137 | 122 | 12.3% | |
EBITDA Margin | 3.3% | 3.7% | -40bps | 3.2% | 3.8 | -60bps |
Gross revenue increased 37.4% in the quarter, to R$1.738 billion. In the same-store basis, Assaí continued to register double-digit growth. EBITDA grew 23.3%, with EBITDA margin of 3.3% This EBITDA margin reflects the decline in gross margin and increased operating expenses, due to the opening of new stores in the period as well as pre-operating expenses of units that will be opened next quarter.
During the first half of the year, the Company focused its store openings in new states, which resulted in a natural compression of margins in the initial months of operation of the recently opened stores in such locations.
In the second half, the focus has been on expansion in states where the Company already operates, which requires fewer investments in margin and lower level of expenses in these units. Two stores were opened in 3Q13 and another five should be delivered at least, by the year-end.
In 9M13, EBITDA reached R$137 million, increasing 12.3%, with EBITDA margin of 3.2%.
Page 26
Electronics and Home Appliances
(Viavarejo brick-and-mortar stores and Nova Pontocom)
Viavarejo | |||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | |
Gross Revenue | 7,272 | 6,182 | 17.6% | 21,043 | 18,546 | 13.5% | |
Net Revenue | 6,333 | 5,394 | 17.4% | 18,395 | 16,203 | 13.5% | |
Gross Profit | 1,832 | 1,446 | 26.6% | 5,235 | 4,412 | 18.7% | |
Gross Margin | 28.9% | 26.8% | 210bps | 28.5% | 27.2% | 130bps | |
Selling Expenses | (1,187) | (988) | 20.1% | (3,478) | (3,000) | 15.9% | |
General and Administrative Expenses | (171) | (155) | 10.5% | (527) | (635) | -17.1% | |
Equity Income | 6 | 4 | 50.3% | 8 | 4 | 121.7% | |
Other Operating Revenue (Expenses) | 2 | (2) | - | (74) | 11 | - | |
Total Operating Expenses | (1,351) | (1,142) | 18.3% | (4,069) | (3,620) | 12.4% | |
% of Net Revenue | 21.3% | 21.2% | 10bps | 22.1% | 22.3% | -20bps | |
Depreciation (Logistic) | 9 | 11 | -14.2% | 25 | 32 | -21.3% | |
EBITDA | 490 | 316 | 55.2% | 1,191 | 824 | 44.5% | |
EBITDA Margin | 7.7% | 5.9% | 180bps | 6.5% | 5.1% | 140bps | |
Adjusted EBITDA | 488 | 318 | 53.5% | 1,264 | 813 | 55.5% | |
Adjusted EBITDA Margin | 7.7% | 5.9% | 180bps | 6.9% | 5.0% | 190bps |
The Company registered accelerated growth during yet another quarter, which was the result of the sharp growth registered by Casas Bahia, Pontofrio and e-commerce stores and signalization of market share gains in the period.
EBITDA margin increased 180 basis points, due to the increase in gross margin, in turn driven by the regionalization of product deliveries by suppliers at the Distribution Centers (DC), optimization of the furniture assembling team, partial outsourcing of the fleet and improvement of processes at the DCs, coupled with an improved sales mix and higher penetration of service sales. Gross margin increased despite the higher share of sales by Nova Pontocom, whose gross margin is lower than that of brick-and-mortar stores.
As reported in the 3Q12 earnings release, revenues of R$26 million were booked in the operating expenses, relating to the reimbursement of legal expenses to related parties. For better comparison, the following changes on operating expenses will do not consider this effect.
There was an improve of 40 basis points in the operating expenses as a percentage of net revenue in 3Q13 (21.3%) compared to 3Q12 (21.7%), positively influenced by the outsourcing of contracts and administrative expenses optimization and reduced IT expenses.
In 9M13, EBITDA totaled R$1.191 billion, with margin of 6.5%. Adjusted EBITDA, excluding operating income and expenses, totaled R$1.264 billion, with margin of 6.9%, an increase of 190 basis points over 9M12.
Page 27
Indebtedness
GPA Consolidated | ||
(R$ million) | 09.30.2013 | 09.30.2012 |
Short Term Debt | (2,228) | (2,435) |
Loans and Financing | (1,124) | (1,586) |
Debentures | (1,104) | (848) |
Long Term Debt | (4,621) | (5,657) |
Loans and Financing | (1,724) | (1,831) |
Debentures | (2,897) | (3,827) |
Total Gross Debt | (6,849) | (8,092) |
Cash(1) | 4,803 | 5,551 |
Net Debt | (2,046) | (2,541) |
EBITDA (1) | 3,839 | 3,362 |
Net Debt / EBITDA(1) | 0.53x | 0.75x |
Payment book - short term | (2,521) | (2,277) |
Payment book - long term | (120) | (112) |
Net Debt with payment book | (4,687) | (4,930) |
Net Debt / EBITDA(1) | 1.22x | 1.46x |
(1) Include real est at e project s.EBITDA f or the last 12 mont hs. |
Net debt, including Viavarejo’s payment book operation, totaled R$4.687 billion at the end of September. Approximately 70% of loans, financing and debentures mature in over 12 months. The Company continues to reduce its gross debt.
The net debt/EBITDA ratio stood at 1.22x on September 30, 2013 compared to 1.46x on September 30, 2013. At the end of September, the Company had cash reserves close to R$4.8 billion. For further information, refer to the Cash Flow section.
Page 28
Financial Result
GPA Consolidated (ex. real estate projects) | |||||||
(R$ million) | 3Q13 | 3Q13 | Δ | 9M13 | 9M12 | Δ | |
Financial Revenue | 146 | 163 | -10.6% | 416 | 459 | -9.4% | |
Financial Expenses | (457) | (435) | 5.2% | (1,282) | (1,352) | -5.2% | |
Net Financial Revenue (Expenses) | (312) | (272) | 14.6% | (866) | (892) | -3.0% | |
% of Net Revenue | 2.2% | 2.2% | 0bps | 2.1% | 2.5% | -40bps | |
Charges on Net Bank Debt | (60) | (63) | -4.7% | (169) | (185) | -8.3% | |
Cost of Discount of Receivables of Payment Book | (68) | (66) | 3.1% | (192) | (219) | -12.4% | |
Cost of Discount of Receivables of Credit Card | (157) | (105) | 50.5% | (417) | (369) | 12.9% | |
Restatement of Other Assets and Liabilities | (26) | (38) | -31.8% | (88) | (120) | -26.8% | |
Net Financial Revenue (Expenses) | (312) | (272) | 14.6% | (866) | (892) | -3.0% |
The ratio of net financial result to net revenue was stable in relation to the previous quarter (2.2%), despite the increase in the Selic base interest rate between the periods.
The net financial result was basically composed of the following items:
§ Charges on net debt of R$60 million, down 4.7%, mainly due to the cash flow at Viavarejo;
§ Cost of sale of receivables of payment book of R$68 million, practically stable in relation to 3Q12, with the average sales term remaining unchanged;
§ Cost of sale of receivables of cards of R$157 million, up 50.5% over 3Q12. This increase is mainly due to the larger amount of receivables sold, aligned with the revenue growth, added to the basic interest rate increase (measured by the average overnight rate – CDI), which grew approximately 25% between 3Q12 and 3Q13.
Total discount of receivables (cards and payment books) increased 14.5%, from R$7.6 billion in 3Q12 to R$8.7 billion in 3Q13, in line with revenue growth and basic interest rate increase, as mentioned above.
Page 29
Net Income
GPA Consolidated (ex. real estate projects) | |||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M21 | Δ | |
EBITDA | 1,036 | 795 | 30.4% | 2,507 | 2,273 | 10.3% | |
Depreciation (Logistic) | (21) | (21) | -4.4% | (57) | (62) | -7.7% | |
Depreciation and Amortization | (201) | (204) | -1.4% | (591) | (555) | 6.4% | |
Net Financial Revenue (Expenses) | (312) | (278) | 12.3% | (866) | (898) | -3.6% | |
Income Before Income Tax | 503 | 292 | 72.4% | 993 | 758 | 31.1% | |
Income Tax | (147) | (87) | 67.7% | (285) | (244) | 16.7% | |
Company's net income | 357 | 204 | 74.5% | 709 | 514 | 38.0% | |
Net Margin | 2.5% | 1.7% | 80bps | 1.7% | 1.4% | 30bps | |
Total Nonrecurring | 16 | 25 | -36.6% | 374 | 14 | 2.6% | |
Income Tax from Nonrecurring |
(5) | (7) | (106) | (2) | |||
Adjusted Net Income | 367 | 223 | 64.7% | 978 | 525 | 86.2% | |
Adjusted Net Margin | 2.6% | 1.8% | 80bps | 2.4% | 1.4% | 100bps |
Net income was R$357 million in 3Q13, 74.5% higher than in the same period last year, with net margin of 2.5%. Both businesses posted an increase in net income this quarter, 29.0% growth in GPA Food and 165.9% growth in Viavarejo.
In 9M13, adjusted net income increased 86.2% to R$978 million. The increase is due to sales growth, store openings at GPA Food and improved profitability at Viavarejo.
Simplified Cash Flow
GPA Consolidated | |||||
(R$ million) | 3Q13 | 3Q12 | 9M13 | 9M12 | |
Cash Balance at beginning of period | 5,037 | 5,473 | 7,086 | 4,970 | |
Cash Flow from operating activities | 208 | 575 | 810 | 636 | |
EBITDA | 1,036 | 795 | 2,507 | 2,371 | |
Cost of Discount of Receivables | (226) | (171) | (608) | (588) | |
Working Capital | (732) | (160) | (1,123) | (942) | |
Assets and Liabilities Variation | 129 | 112 | 35 | (205) | |
Cash Flow from Investment Activities | (515) | (339) | (1,289) | (883) | |
Net Investment | (443) | (292) | (1,226) | (840) | |
Aquisition and Others | (71) | (46) | (63) | (43) | |
Change on net cash after investments | (307) | 236 | (479) | (247) | |
Cash Flow from Financing Activities | 50 | (159) | (1,827) | 828 | |
Dividends Payments and Others | (33) | (28) | (234) | (159) | |
Net Proceeds | 83 | (131) | (1,593) | 986 | |
Change on net cash | (257) | 77 | (2,306) | 581 | |
Cash Balance at end of period | 4,780 | 5,551 | 4,780 | 5,551 |
Cash balance at the end of 3Q13 was R$4.780 billion. The decrease of R$771 million reflects the payment of loans, debentures and dividends. As mentioned in previous periods, the Company did not need to refinance its existing debt or contract new debt.
Page 30
Capex
GPA Consolidated | GPA Food | Viavarejo | |||||||||||||
(R$ million) | 3Q13 | 3Q12 | Δ | 9M13 | 9M12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | |||
New stores and land acquisition | 169 | 127 | 32.8% | 570 | 359 | 58.8% | 155 | 91 | 71.2% | 14 | 37 | -61.9% | |||
Store renovations and conversions | 120 | 166 | -27.6% | 359 | 364 | -1.2% | 81 | 151 | -46.4% | 40 | 15 | 174.6% | |||
Infrastructure and Others | 156 | 112 | 39.3% | 368 | 316 | 16.5% | 93 | 74 | 26.1% | 63 | 38 | 64.9% | |||
Total | 446 | 405 | 10.1% | 1,297 | 1,038 | 24.9% | 328 | 316 | 3.9% | 117 | 89 | 30.6% |
Consolidated investments totaled R$446 million in 3Q13, up 10.1% over 3Q12, mainly due to the opening of new stores and land acquisition, which received 37.9% of the investments made in the period. Compared to the same period in 2012, the amount was 32.8% higher. As explained in the previous sections, 20 new stores were opened in 3Q13: 12 Minimercado Extra, three Ponto Frio, two Assaí, two Casas Bahia and one Pão de Açúcar. As a result, a total of 20,000 square meters of sales area were added to GPA Consolidated in the period. In the last 9 months, sales area expanded by 2.8%.
Investments in GPA Food totaled R$328 million in 3Q13, up 3.9% over 3Q12. Of the total capex, 47.3% went towards opening new stores and acquiring land, reflecting the Company’s strategy of spurring organic growth for this operation.
The Company reaffirms its commitment to the area expansion guidance of over 6% for GPA Food and from 2% to 3% for Viavarejo for 2013, which does not include the Settlement (Termo de Compromisso de Desempenho - TCD) with Brazil’s antitrust agency CADE (Conselho Administrativo de Defesa Econômica) of selling 74 stores.
For 2013, the Company plans to invest up to R$2 billion, as approved at General Shareholders Meeting.
Dividends
In a meeting held on October 16, 2013, the Board of Directors approved the distribution of interim dividends based on the net income recorded in the balance sheet of September 30, 2013, amounting to R$33.2 million, equivalent to R$0.13 per preferred share and R$0.118182 per common share. Shareholders of record at the close of October 25, 2013 were entitled to the dividends. As of October 28, 2013, shares will be traded ex-dividends. Dividends will be paid on November 7, 2013.
Page 31
Subsequent Events
Approval from CADE for the swap of shareholding interest between Casino Guichard-Perrachon and Península Participações S.A.
On September 6, the Company disclosed the letter received from Casino Guichard-Perrachon (“Casino Group”) and Mr. Abilio dos Santos Diniz (“Group AD”) informing of the execution of a Private Instrument of Transaction and Waiver of Rights, by which the parties agreed to transact all and any dispute, claim or litigation related to their company in Brazil, particularly as the shareholders of Wilkes Participações S.A. (“Wilkes”) and CBD.
Among other matters, the agreement established the swap of 19,375,000 preferred shares issued by CBD and held by the Casino Group in consideration for 19,375,000 common shares issued by Wilkes and held by the Group AD. For further information, see the Material Fact notice disclosed on September 6, 2013.
On October 2, Brazil's antitrust agency CADE approved the transfer of 11,229,075 shares without restriction.
Page 32
Appendix I - Definitions used in this document
Company’s Business: The Company’s business is divided into four segments - food retail, cash and carry, electronics and home appliances retail (brick-and-mortar) and e-commerce – grouped as follows:
Same-store sales: The basis for calculating same-store sales is defined by sales registered in stores open for at least 12 consecutive months. Acquisitions are not included in the same-store basis in the first 12 months of operation.
Growth and changes: The growth and changes shown in this document refer to the variation compared to the same period in the previous year, except when indicated otherwise.
EBITDA: As of 4Q12, the results of Equity Income and Other Operating Income (Expenses) were included along with Total Operating Expenses in the calculation of EBITDA. Thus, the calculation of EBITDA complies with Instruction 527 dated October 4, 2012, issued by the Securities and Exchange Commission of Brazil (CVM). As from 1Q13, the depreciation recognized in the cost of goods sold, essentially consisting of the depreciation of distribution centers, began to be excluded from the calculation of EBITDA.
Adjusted EBITDA: Profitability measure calculated by EBITDA excluding Other Operating Income and Expenses. Management uses this measure because it reflects more faithfully the result of the Company's normal operations, eliminating, thus, extraordinary expenses and revenues and other extraordinary entries that may compromise the comparability and analysis of results.
Adjusted net income: Profitability measure calculated as net income excluding Other Operating Income and Expenses, discounting the effects of Income and Social Contribution Taxes. Management uses this measure because it reflects more faithfully the result of the Company's normal operations, eliminating, thus, extraordinary expenses and revenues and other extraordinary entries that may compromise the comparability and analysis of results.
Page 33
BALANCE SHEET | |||||||
ASSETS | |||||||
GPA Consolidated | GPA Food | ||||||
(R$ million) | 09.30.2013 | 06.30.2013 | 09.30.2012 | 09.30.2013 | 06.30.2013 | 09.30.2012 | |
Current Assets | 14,849 | 14,910 | 16,757 | 6,336 | 6,566 | 8,875 | |
Cash and Marketable Securities | 4,803 | 5,060 | 5,551 | 2,492 | 2,707 | 4,299 | |
Accounts Receivable | 2,365 | 2,501 | 2,381 | 207 | 326 | 323 | |
Credit Cards | 235 | 343 | 486 | 108 | 191 | 217 | |
Payment book | 2,149 | 2,127 | 1,947 | - | - | - | |
Sales Vouchers and Others | 200 | 230 | 133 | 84 | 119 | 94 | |
Allowance for Doubtful Accounts | (233) | (214) | (198) | (0) | (0) | (0) | |
Resulting from Commercial Agreements | 15 | 15 | 13 | 15 | 15 | 13 | |
Receivables Fund (FIDC) | - | - | 2,473 | - | - | 1,086 | |
Inventories | 6,252 | 5,896 | 5,185 | 3,158 | 2,992 | 2,795 | |
Recoverable Taxes | 976 | 958 | 802 | 273 | 317 | 214 | |
Noncurrent Assets for Sale | 52 | 51 | - | 25 | 25 | - | |
Expenses in Advance and Other Accounts Receivable | 401 | 443 | 367 | 180 | 199 | 158 | |
Noncurrent Assets | 18,726 | 18,492 | 17,574 | 15,516 | 15,333 | 14,484 | |
Long-Term Assets | 4,741 | 4,716 | 4,532 | 2,852 | 2,806 | 2,635 | |
Accounts Receivables | 113 | 99 | 95 | - | - | - | |
Payment Book | 107 | 99 | 103 | - | - | - | |
Others | 16 | 8 | - | - | - | - | |
Allowance for Doubtful Accounts | (9) | (8) | (8) | - | - | - | |
Inventories | 172 | 172 | 111 | 172 | 172 | 111 | |
Recoverable Taxes | 1,244 | 1,258 | 1,122 | 292 | 261 | 267 | |
Financial Instruments - Option to Call | 362 | 361 | 356 | 362 | 361 | 356 | |
Deferred Income Tax and Social Contribution | 1,025 | 1,057 | 1,159 | 379 | 387 | 411 | |
Amounts Receivable from Related Parties | 200 | 199 | 169 | 308 | 314 | 185 | |
Judicial Deposits | 998 | 950 | 938 | 732 | 714 | 754 | |
Expenses in Advance and Others | 626 | 619 | 581 | 606 | 596 | 552 | |
Investments | 390 | 374 | 366 | 290 | 280 | 269 | |
Property and Equipment | 8,660 | 8,506 | 7,734 | 7,589 | 7,485 | 6,757 | |
Intangible Assets | 4,936 | 4,897 | 4,942 | 4,786 | 4,761 | 4,823 | |
TOTAL ASSETS | 33,576 | 33,402 | 34,331 | 21,852 | 21,899 | 23,359 | |
LIABILITIES | |||||||
GPA Consolidated | GPA Food | ||||||
09.30.2013 | 06.30.2013 | 09.30.2012 | 09.30.2013 | 06.30.2013 | 09.30.2012 | ||
Current Liabilities | 13,235 | 13,310 | 11,467 | 6,453 | 6,573 | 6,081 | |
Suppliers | 5,682 | 5,857 | 4,503 | 2,638 | 2,716 | 2,300 | |
Loans and Financing | 1,124 | 1,083 | 1,586 | 1,028 | 1,005 | 1,420 | |
Payment Book (CDCI) | 2,521 | 2,463 | 2,277 | - | - | - | |
Debentures | 1,104 | 1,029 | 848 | 1,089 | 1,016 | 731 | |
Payroll and Related Charges | 939 | 776 | 965 | 496 | 397 | 462 | |
Taxes and Social Contribution Payable | 602 | 586 | 162 | 169 | 143 | 73 | |
Dividends Proposed | 100 | 1 | 1 | 1 | 1 | 1 | |
Financing for Purchase of Fixed Assets | 54 | 102 | 1 | 54 | 102 | 1 | |
Rents | 50 | 48 | 44 | 50 | 48 | 44 | |
Acquisition of Companies | 68 | 68 | 61 | 68 | 68 | 61 | |
Debt with Related Parties | 35 | 49 | 60 | 426 | 426 | 550 | |
Advertisement | 69 | 82 | 76 | 34 | 47 | 33 | |
Provision for Restructuring | 1 | 3 | 13 | 1 | 3 | 13 | |
Tax Payments | 142 | 143 | 162 | 139 | 139 | 159 | |
Advanced Revenue | 83 | 85 | 78 | 7 | 9 | 6 | |
Others | 660 | 935 | 631 | 253 | 451 | 228 | |
Long-Term Liabilities | 8,688 | 8,672 | 12,166 | 7,019 | 7,096 | 9,347 | |
Loans and Financing | 1,724 | 1,649 | 1,831 | 1,621 | 1,637 | 1,742 | |
Payment Book (CDCI) | 120 | 108 | 112 | - | - | - | |
Receivables Fund (FIDC) | - | - | 2,488 | - | - | 1,218 | |
Debentures | 2,897 | 2,896 | 3,827 | 2,098 | 2,096 | 3,027 | |
Acquisition of Companies | 106 | 163 | 150 | 106 | 163 | 150 | |
Deferred Income Tax and Social Contribution | 1,090 | 1,111 | 1,108 | 1,086 | 1,108 | 1,108 | |
Tax Installments | 1,091 | 1,109 | 1,228 | 1,051 | 1,068 | 1,186 | |
Provision for Contingencies | 1,101 | 1,078 | 752 | 885 | 869 | 580 | |
Advanced Revenue | 430 | 441 | 365 | 45 | 40 | 29 | |
Others | 129 | 116 | 307 | 127 | 115 | 307 | |
Shareholders' Equity | 11,652 | 11,421 | 10,698 | 8,380 | 8,230 | 7,931 | |
Capital | 6,760 | 6,759 | 6,702 | 4,983 | 5,077 | 5,241 | |
Capital Reserves | 220 | 214 | 211 | 220 | 214 | 211 | |
Profit Reserves | 2,050 | 1,801 | 1,308 | 2,050 | 1,801 | 1,308 | |
Minority Interest | 2,623 | 2,647 | 2,477 | 1,126 | 1,138 | 1,171 | |
TOTAL LIABILITIES | 33,576 | 33,402 | 34,331 | 21,852 | 21,899 | 23,359 |
Page 34
INCOME STATEMENT | |||||||||||||||||||||||
GPA Consolidated | GPA Consolidated | GPA Food | Food Retail | Cash and Carry |
Viavarejo | ||||||||||||||||||
IFRS | (ex. real estate projects) | (ex. real estate projects) | (ex. real estate projects) | ||||||||||||||||||||
R$ - Million | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | |||||
Gross Revenue | 15,720 | 13,666 | 15.0% | 15,720 | 13,666 | 15.0% | 8,448 | 7,484 | 12.9% | 6,711 | 6,219 | 7.9% | 1,738 | 1,265 | 37.4% | 7,272 | 6,182 | 17.6% | |||||
Net Revenue | 14,077 | 12,155 | 15.8% | 14,077 | 12,155 | 15.8% | 7,744 | 6,761 | 14.5% | 6,147 | 5,606 | 9.6% | 1,598 | 1,155 | 38.4% | 6,333 | 5,394 | 17.4% | |||||
Cost of Goods Sold | (10,335) | (8,943) | 15.6% | (10,335) | (8,943) | 15.6% | (5,844) | (5,006) | 16.7% | (4,468) | (4,016) | 11.2% | (1,376) | (990) | 39.0% | (4,492) | (3,937) | 14.1% | |||||
Depreciation (Logistic) | (21) | (21) | -4.4% | (21) | (21) | -4.4% | (11) | (10) | 6.5% | (11) | (10) | 5.4% | (0) | (0) | - | (9) | (11) | -14.2% | |||||
Gross Profit | 3,721 | 3,191 | 16.6% | 3,721 | 3,191 | 16.6% | 1,890 | 1,744 | 8.3% | 1,668 | 1,580 | 5.6% | 221 | 164 | 34.8% | 1,832 | 1,446 | 26.6% | |||||
Selling Expenses | (2,330) | (2,032) | 14.7% | (2,330) | (2,032) | 14.7% | (1,143) | (1,044) | 9.5% | (995) | (939) | 6.0% | (148) | (105) | 41.1% | (1,187) | (988) | 20.1% | |||||
General and Administrative Expenses | (375) | (370) | 1.3% | (375) | (370) | 1.3% | (203) | (215) | -5.3% | (183) | (199) | -8.0% | (21) | (16) | 29.2% | (171) | (155) | 10.5% | |||||
Equity Income | 16 | 10 | 60.9% | 16 | 10 | 60.9% | 10 | 6 | 67.4% | 10 | 6 | 67.4% | - | - | - | 6 | 4 | 50.3% | |||||
Other Operating Revenue (Expenses) | (16) | (25) | -36.6% | (16) | (25) | -36.6% | (18) | (23) | -22.4% | (18) | (22) | -21.2% | (0) | (1) | -58.6% | 2 | (2) | - | |||||
Total Operating Expenses | (2,705) | (2,418) | 11.9% | (2,705) | (2,418) | 11.9% | (1,354) | (1,276) | 6.2% | (1,185) | (1,154) | 2.7% | (169) | (122) | 38.9% | (1,351) | (1,142) | 18.3% | |||||
Depreciation and Amortization | (201) | (204) | -1.4% | (201) | (204) | -1.4% | (170) | (154) | 10.4% | (155) | (143) | 8.9% | (14) | (11) | 29.8% | (31) | (50) | -37.5% | |||||
Earnings before interest and Taxes - EBIT | 815 | 569 | 43.1% | 815 | 569 | 43.1% | 366 | 315 | 16.1% | 328 | 284 | 15.6% | 38 | 31 | 20.6% | 449 | 254 | 76.6% | |||||
Financial Revenue | 146 | 163 | -10.6% | 146 | 157 | -7.4% | 90 | 121 | -25.9% | 84 | 115 | -26.4% | 5 | 6 | -17.1% | 66 | 44 | 49.8% | |||||
Financial Expenses | (457) | (435) | 5.2% | (457) | (435) | 5.2v% | (222) | (243) | -8.8% | (210) | (229) | -8.3% | (12) | (14) | -16.7% | (245) | (199) | 23.1% | |||||
Net Financial Revenue (Expenses) | (312) | (272) | 14.6% | (312) | (278) | 12.3% | (132) | (122) | 8.2% | (125) | (114) | 10.0% | (7) | (8) | -16.4% | (179) | (155) | 15.5% | |||||
Income Before Income Tax | 503 | 297 | 69.2% | 503 | 292 | 72.4% | 234 | 193 | 21.1% | 203 | 170 | 19.4% | 31 | 23 | 33.9% | 270 | 99 | 172.4% | |||||
Income Tax | (147) | (87) | 67.7% | (147) | (87) | 67.7% | (58) | (56) | 2.1% | (47) | (49) | -3.5% | (10) | (8) | 38.3% | (89) | (31) | 186.5% | |||||
Net Income - Company | 357 | 210 | 69.8% | 357 | 204 | 74.5% | 176 | 136 | 29.0% | 156 | 121 | 28.6% | 20 | 15 | 31.8% | 181 | 68 | 165.9% | |||||
Minority Interest - Noncontrolling | 74 | 21 | 2.49 | 74 | 21 | 2.49 | (12) | (12) | 4.1% | (12) | (12) | 4.1% | - | - | - | 87 | 33 | 162.3% | |||||
Net Income - Controlling Shareholders (1) | 282.1 | 189 | 49.6% | 282 | 183 | 54.1% | 187 | 148 | 0.26 | 168 | 133 | 0.26 | 20 | 15 | 31.8% | 94 | 35 | 169.2% | |||||
Net Income per Share | 1.07 | 0.72 | 48.6% | ||||||||||||||||||||
Nº of shares (million) ex-treasury shares (2) | 264 | 262 | 0.8% | ||||||||||||||||||||
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA | 1,036 | 795 | 30.4% | 1,036 | 795 | 30.4% | 546 | 479 | 14.1% | 494 | 437 | 13.2% | 52 | 42 | 23.3% | 490 | 316 | 55.2% | |||||
Adjusted EBITDA | 1,052 | 820 | 28.3% | 1,052 | 820 | 28.3% | 564 | 502 | 12.4% | 512 | 459 | 11.5% | 52 | 43 | 21.8% | 488 | 318 | 53.5% |
GPA Consolidated | GPA Consolidated | GPA Food | Food Retail | Cash and Carry | Viavarejo | ||||||||||||
% of Net Revenue | IFRS | (ex. real estate projects) | (ex. real estate projects) | (ex. real estate projects) | |||||||||||||
3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | ||||||
Gross Profit | 26.4% | 26.3% | 26.4% | 26.3% | 24.4% | 25.8% | 27.1% | 28.2% | 13.8% | 14.2% | 28.9% | 26.8% | |||||
Selling Expenses | 16.6% | 16.7% | 16.6% | 16.7% | 14.8% | 15.4% | 16.2% | 16.7% | 9.3% | 9.1% | 18.8% | 18.3% | |||||
General and Administrative Expenses | 2.7% | 3.0% | 2.7% | 3.0% | 2.6% | 3.2% | 3.0% | 3.5% | 1.3% | 1.4% | 2.7% | 2.9% | |||||
Equity Income | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | 0.2% | 0.1% | 0.0% | 0.0% | 0.1% | 0.1% | |||||
Other Operating Revenue (Expenses) | -0.1% | -0.2% | -0.1% | -0.2% | -0.2% | -0.3% | -0.3% | -0.4% | 0.0% | -0.1% | 0.0% | 0.0% | |||||
Total Operating Expenses | 19.2% | 19.9% | 19.2% | 19.9% | 17.5% | 18.9% | 19.3% | 20.6% | 10.6% | 10.6% | 21.3% | 21.2% | |||||
Depreciation and Amortization | -1.4% | -1.7% | 1.4% | 1.7% | 2.2% | 2.3% | 2.5% | 2.5% | 0.9% | 1.0% | 0.5% | 0.9% | |||||
EBIT | -1.4% | -1.7% | 5.8% | 4.7% | 4.7% | 4.7% | 5.3% | 5.1% | 2.3% | 2.7% | 7.1% | 4.7% | |||||
Net Financial Revenue (Expenses) | 2.2% | 2.2% | 2.2% | 2.3% | 1.7% | 1.8% | 2.0% | 2.0% | 0.4% | 0.7% | 2.8% | 2.9% | |||||
Income Before Income Tax | 3.6% | 2.4% | 3.6% | 2.4% | -3.0% | 2.9% | -3.3% | 3.0% | 1.9% | 2.0% | 4.3% | 1.8% | |||||
Income Tax | 1.0% | 0.7% | 1.0% | 0.7% | -0.7% | 0.8% | -0.8% | 0.9% | 0.7% | 0.7% | 1.4% | 0.6% | |||||
Net Income - Company | 2.5% | 1.7% | 2.5% | 1.7% | 2.3% | 2.0% | 2.5% | 2.2% | 1.3% | 1.3% | 2.9% | 1.3% | |||||
Minority Interest - noncontrolling | 0.5% | -0.2% | 0.5% | -0.2% | 0.2% | 0.2% | 0.2% | 0.2% | 0.0% | 0.0% | 1.4% | 0.6% | |||||
Net Income - Controlling Shareholders(1) | 2.0% | 1.6 | 2.0% | 1.5% | 2.4% | 2.2% | -2.7% | 2.4% | 1.3% | 1.3% | 1.5% | 0.6% | |||||
EBITDA | 7.4% | 6.5 | 7.4% | 6.5% | 7.1% | 7.1% | 8.0% | 7.8% | 3.3% | 3.7% | 7.7% | 5.9% | |||||
Adjusted EBITDA | 7.5% | 6.7 | 7.5% | 6.7% | 7.3% | 7.4% | 8.3% | 8.2% | 3.3% | 3.7% | 7.7% | 5.9% | |||||
(1) Net Income after noncontrolling shareholders | |||||||||||||||||
(2) Weighted average number of shares during the period. |
Page 35
INCOME STATEMENT | |||||||||||||||||||||||
GPA Consolidated | GPA Consolidated | GPA Food | Food Retail | Cash and Carry | Viavarejo | ||||||||||||||||||
IFRS | (ex. real estate projects) | (ex. real estate projects) | (ex. real estate projects) | ||||||||||||||||||||
R$ - Million | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | 3Q13 | 3Q12 | Δ | |||||
Gross Revenue | 15,720 | 13,666 | 15.0% | 15,720 | 13,666 | 15.0% | 8,448 | 7,484 | 12.9% | 6,711 | 6,219 | 7.9% | 1,738 | 1,265 | 37.4% | 7,272 | 6,182 | 17.6% | |||||
Net Revenue | 14,077 | 12,155 | 15.8% | 14,077 | 12,155 | 15.8% | 7,744 | 6,761 | 14.5% | 6,147 | 5,606 | 9.6% | 1,598 | 1,155 | 38.4% | 6,333 | 5,394 | 17.4% | |||||
Cost of Goods Sold | (10,335) | (8,943) | 15.6% | (10,335) | (8,943) | 15.6% | (5,844) | (5,006) | 16.7% | (4,468) | (4,016) | 11.2% | (1,376) | (990) | 39.0% | (4,492) | (3,937) | 14.1% | |||||
Depreciation (Logistic) | (21) | (21) | -4.4% | (21) | (21) | -4.4% | (11) | (10) | 6.5% | (11) | (10) | 5.4% | (0) | (0) | - | (9) | (11 | -14.2% | |||||
Gross Profit | 3,721 | 3,191 | 16.6% | 3,721 | 3,191 | 16.6% | 1,890 | 1,744 | 8.3% | 1,668 | 1,580 | 5.6% | 221 | 164 | 34.8% | 1,832 | 1,446 | 26.6% | |||||
Selling Expenses | (2,330) | (2,032) | 14.7% | (2,330) | (2,032) | 14.7% | (1,143) | (1,044) | 9.5% | (995) | (939) | 6.0% | (148) | (105) | 41.1% | (1,187) | (988) | 20.1% | |||||
General and Administrative Expenses | (375) | (370) | 1.3% | (375) | (370) | 1.3% | (203) | (215) | -5.3% | (183) | (199) | -8.0% | (21) | (16) | 29.2% | (171) | (155) | 10.5% | |||||
Equity Income | 16 | 10 | 60.9% | 16 | 10 | 60.9% | 10 | 6 | 67.4% | 10 | 6 | 67.4% | - | - | - | 6 | 4 | 50.3% | |||||
Other Operating Revenue (Expenses) | (16) | (25) | -36.6% | (16) | (25) | -36.6% | (18) | (23) | -22.4% | (18) | (22) | -21.2% | (0) | (1) | -58.6% | 2 | (2) | - | |||||
Total Operating Expenses | (2,705) | (2,418) | 11.9% | (2,705) | (2,418) | 11.9% | (1,354) | (1,276) | 6.2% | (1,185) | (1,154) | 2.7% | (169) | (122) | 38.9% | (1,351) | (1,142) | 18.3% | |||||
Depreciation and Amortization | (201) | (204) | -1.4% | (201) | (204) | -1.4% | (170) | (154) | 10.4% | (155) | (143) | 8.9% | (14) | (11) | 29.8% | (31) | (50) | -37.5% | |||||
Earnings before interest and Taxes - EBIT | 815 | 569 | 43.1% | 815 | 569 | 43.1% | 366 | 315 | 16.1% | 328 | 284 | 15.6% | 38 | 31 | 20.6% | 449 | 254 | 76.6% | |||||
Financial Revenue | 146 | 163 | -10.6% | 146 | 157 | -7.4% | 90 | 121 | -25.9% | 84 | 115 | -26.4% | 5 | 6 | -17.1% | 66 | 44 | 49.8% | |||||
Financial Expenses | (457) | (435) | 5.2% | (457) | (435) | 5.2% | (222) | (243) | -8.8% | (210) | (229) | -8.3% | (12) | (14) | -16.7% | (245) | (199) | 23.1% | |||||
Net Financial Revenue (Expenses) | (312) | (272) | 14.6% | (312) | (278) | 12.3% | (132) | (122) | 8.2% | (125) | (114) | 10.0% | (7) | (8) | -16.4% | (179) | (155) | 15.5% | |||||
Income Before Income Tax | 503 | 297 | 69.2% | 503 | 292 | 72.4% | 234 | 193 | 21.1% | 203 | 170 | 19.4% | 31 | 23 | 33.9% | 270 | 99 | 172.4% | |||||
Income Tax | (147) | (87) | 67.7% | (147) | (87) | 67.7% | (58) | (56) | 2.1% | (47) | (49) | -3.5% | (10) | (8) | 38.3% | (89) | (31) | 186.5% | |||||
Net Income - Company | 357 | 210 | 69.8% | 357 | 204 | 74.5% | 176 | 136 | 29.0% | 156 | 121 | 28.6% | 20 | 15 | 31.8% | 181 | 68 | 165.9% | |||||
Minority Interest - Noncontrolling | 74 | 21 | 2.49% | 74 | 21 | 2.49 | (12) | (12) | 4.1% | (12) | (12) | 4.1% | - | - | - | 87 | 33 | 162.3% | |||||
Net Income - Controlling Shareholders (1) | 282.1 | 189 | 49.6% | 282 | 183 | 54.1% | 187 | 148 | 0.26% | 168 | 133 | 0.26 | 20 | 15 | 31.8% | 94 | 35 | 169.2% | |||||
Net Income per Share | 1.07 | 0.72 | 48.6% | ||||||||||||||||||||
Nº of shares (million) ex-treasury shares (2) | 264 | 262 | 0.8% | ||||||||||||||||||||
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA | 1,036 | 795 | 30.4% | 1,036 | 795 | 30.4% | 546 | 479 | 14.1% | 494 | 437 | 13.2% | 52 | 42 | 23.3% | 490 | 316 | 55.2% | |||||
Adjusted EBITDA | 1,052 | 820 | 28.3% | 1,052 | 820 | 28.3% | 564 | 502 | 12.4% | 512 | 459 | 11.5% | 52 | 43 | 21.8% | 488 | 318 | 53.5% |
GPA Consolidated IFRS |
GPA Consolidated |
GPA Food |
Food Retail (ex. real estate projects) |
Cash and Carry | Viavarejo | ||||||||||||
% of Net Revenue | |||||||||||||||||
3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | 3Q13 | 3Q12 | ||||||
Gross Profit | 26.4% | 26.3% | 26.4% | 26.3% | 24.4% | 25.8% | 27.1% | 28.2% | 13.8% | 14.2% | 28.9% | 26.8% | |||||
Selling Expenses | 16.6% | 16.7% | 16.6% | 16.7% | 14.8% | 15.4% | 16.2% | 16.7% | 9.3% | 9.1% | 18.8% | 18.3% | |||||
General and Administrative Expenses | 2.7% | 3.0% | 2.7% | 3.0% | 2.6% | 3.2% | 3.0% | 3.5% | 1.3% | 1.4% | 2.7% | 2.9% | |||||
Equity Income | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | 0.2% | 0.1% | 0.0% | 0.0% | 0.1% | 0.1% | |||||
Other Operating Revenue (Expenses) | -0.1% | -0.2% | -0.1% | -0.2% | -0.2% | -0.3% | -0.3% | -0.4% | 0.0% | -0.1% | 0.0% | 0.0% | |||||
Total Operating Expenses | 19.2% | 19.9% | 19.2% | 19.9% | 17.5% | 18.9% | 19.3% | 20.6% | 10.6% | 10.6% | 21.3% | 21.2% | |||||
Depreciation and Amortization | -1.4% | -1.7% | 1.4% | 1.7% | 2.2% | 2.3% | 2.5% | 2.5% | 0.9% | 1.0% | 0.5% | 0.9% | |||||
EBIT | -1.4% | -1.7% | 5.8% | 4.7% | 4.7% | 4.7% | 5.3% | 5.1% | 2.3% | 2.7% | 7.1% | 4.7% | |||||
Net Financial Revenue (Expenses) | 2.2% | 2.2% | 2.2% | 2.3% | 1.7% | 1.8% | 2.0% | 2.0% | 0.4% | 0.7% | 2.8% | 2.9% | |||||
Income Before Income Tax | 3.6% | 2.4% | 3.6% | 2.4% | -3.0% | 2.9% | -3.3% | 3.0% | 1.9% | 2.0% | 4.3% | 1.8% | |||||
Income Tax | 1.0% | 0.7% | 1.0% | 0.7% | -0.7% | 0.8% | -0.8% | 0.9% | 0.7% | 0.7% | 1.4% | 0.6% | |||||
Net Income - Company | 2.5% | 1.7% | 2.5% | 1.7% | 2.3% | 2.0% | 2.5% | 2.2% | 1.3% | 1.3% | 2.9% | 1.3% | |||||
Minority Interest - noncontrolling | 0.5% | -0.2% | 0.5% | -0.2% | 0.2% | 0.2% | 0.2% | 0.2% | 0.0% | 0.0% | 1.4% | 0.6% | |||||
Net Income - Controlling Shareholders(1) | 2.0% | 1.6% | 2.0% | 1.5% | 2.4% | 2.2% | -2.7% | 2.4% | 1.3% | 1.3% | 1.5% | 0.6% | |||||
EBITDA | 7.4% | 6.5% | 7.4% | 6.5% | 7.1% | 7.1% | 8.0% | 7.8% | 3.3% | 3.7% | 7.7% | 5.9% | |||||
Adjusted EBITDA | 7.5% | 6.7% | 7.5% | 6.7% | 7.3% | 7.4% | 8.3% | 8.2% | 3.3% | 3.7% | 7.7% | 5.9% | |||||
(1) Net Income after noncontrolling shareholders (2) Weighted average number of shares during the period. | |||||||||||||||||
Page 36
STATEMENT OF CASH FLOW | ||
(R$ million) | GPA Consolidated | |
09.30.2013 | 09.30.2012 | |
Net Income for the period | 709 | 617 |
Adjustment for Reconciliation of Net Income | ||
Deferred Income Tax | 6 | 84 |
Income of Permanent Assets Written-Off | 6 | 9 |
Depreciation and Amortization | 648 | 617 |
Interests and Exchange Variation | 700 | 903 |
Adjustment to Present Value | 7 | (22) |
Equity Income | (28) | (12) |
Provision for Contingencies | 310 | 57 |
Provision for low and losses of fixed assets | 3 | (23) |
Share-Based Compensation | 30 | 28 |
Allowance for Doubtful Accounts | 351 | 205 |
Net profit/loss on shareholder interest | - | (24) |
Provision for Obsolescence and Retail Loss | (10) | 29 |
Swap revenue | - | (97) |
Deferred Revenue | (41) | - |
Extraordinary Expenses | 188 | - |
2,878 | 2,371 | |
Asset (Increase) Decreases | ||
Financial Investments | (23) | - |
Accounts Receivable | (77) | 14 |
Inventories | (497) | 336 |
Taxes recoverable | (153) | (441) |
Financial Instrument | - | (51) |
Other assets | (91) | (59) |
Related Parties | (94) | (57) |
Judicial Deposits | (194) | (125) |
(1,130) | (382) | |
Liability (Increase) Decrease | ||
Suppliers | (549) | (1,293) |
Payroll and Charges | 210 | 206 |
Taxes and Contribuitions | (184) | (237) |
Other Accounts Payable | (372) | 14 |
Lawsuits | (43) | (43) |
(938) | (1,353) | |
Net Cash Generated from (Used in) Operating Activities | 810 | 636 |
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES | ||
GPA Consolidated | ||
(R$ million) | 09.30.2013 | 09.30.2012 |
Companies Acquisition | (63) | (43) |
Capital Increase in Subsidiaries | - | - |
Acquisition of Property and Equipment | (1,158) | (838) |
Increase Intangible Assets | (140) | (47) |
Sales of Property and Equipment | 71 | 45 |
Net Cash Acquisition | - | 0 |
Net Cash Flow Investment Activities | (1,289) | (883) |
Cash Flow from Financing Activities | - | - |
Increase (Decrease) of Capital | 12 | 13 |
Funding and Refinancing | 3,877 | 5,694 |
Payments | (5,042) | (4,498) |
Interest Paid | (440) | (223) |
Dividend Payments | (234) | (159) |
Net Cash Generated from (used in) Financing Activities | (1,827) | 828 |
Cash and Cash Equivalents at the Beginning of the Year | 7,086 | 4,970 |
Cash and Cash Equivalents at the End of the Year | 4,780 | 5,551 |
Change in Cash and Cash Equivalent | (2,306) | 581 |
Page 37
BREAKDOWN OF GROSS SALES BY BUSINESS | ||||||||||||
(R$ million) | 3Q13 | % | 3Q12 | % | Δ | 9M13 | % | 9M12 | % | Δ | ||
Pão de Açúcar | 1,539 | 9.8% | 1,383 | 10.1% | 11.3% | 4,518 | 9.9% | 4,105 | 10.1% | 10.1% | ||
Extra Hiper | 3,427 | 21.8% | 3,271 | 23.9% | 4.8% | 10,236 | 22.4% | 9,943 | 24.3% | 3.0% | ||
Minimercado Extra | 122 | 0.8% | 64 | 0.5% | 89.1% | 318 | 0.7% | 172 | 0.4% | 84.6% | ||
Extra Supermercado | 1,217 | 7.7% | 1,113 | 8.1% | 9.4% | 3,619 | 7.9% | 3,341 | 8.2% | 8.3% | ||
Assaí | 1,738 | 11.1% | 1,265 | 9.3% | 37.4% | 4,723 | 10.4% | 3,538 | 8.7% | 33.5% | ||
Others Business (1) | 405 | 2.6% | 388 | 2.8% | 4.6% | 1,167 | 2.6% | 1,095 | 2.7% | 6.6% | ||
GPA Food | 8,448 | 53.7% | 7,484 | 54.8% | 12.9% | 24,581 | 53.9% | 22,193 | 54.3% | 10.8% | ||
Real Estate Projects | - | - | - | - | - | - | - | 98 | 0.2% | - | ||
Pontofrio | 1,472 | 9.4% | 1,320 | 9.7% | 11.5% | 4,388 | 9.6% | 3,978 | 9.7% | 10.3% | ||
Casas Bahia | 4,590 | 29.2% | 4,021 | 29.4% | 14.1% | 13,432 | 29.4% | 11,996 | 29.4% | 12.0% | ||
Nova Pontocom | 1,210 | 7.7% | 841 | 6.2% | 43.9% | 3,223 | 7.1% | 2,572 | 6.3% | 25.3% | ||
Viavarejo (2) | 7,272 | 46.3% | 6,182 | 45.2% | 17.6% | 21,042 | 46.1% | 18,546 | 45.4% | 13.5% | ||
GPA Consolidated | 15,720 | 100.0% | 13,666 | 100.0% | 15.0% | 45,623 | 100.0% | 40,837 | 100.0% | 11.7% | ||
(1) Includes Gas Station and Drugstores sales. (2) Includes Ponto Frio, Nova Casas Bahia and Nova Pontocom sales. | ||||||||||||
BREAKDOWN OF NET SALES BY BUSINESS | |||||||||||
(R$ million) | 3Q13 | % | 3Q12 | % | Δ | 9M13 | % | 9M12 | % | Δ | |
Pão de Açúcar | 1,404 | 10.0% | 1,241 | 10.2% | 13.1% | 4,106 | 10.1% | 3,686 | 10.1% | 11.4% | |
Extra Hiper | 3,096 | 22.0% | 2,909 | 23.9% | 6.4% | 9,203 | 22.5% | 8,832 | 24.3% | 4.2% | |
Minimercado Extra | 115 | 0.8% | 60 | 0.5% | 90.8% | 298 | 0.7% | 160 | 0.4% | 85.8% | |
Extra Supermercado | 1,131 | 8.0% | 1,016 | 8.4% | 11.3% | 3,349 | 8.2% | 3,047 | 8.4% | 9.9% | |
Assaí | 1,598 | 11.3% | 1,154 | 9.5% | 38.4% | 4,336 | 10.6% | 3,232 | 8.9% | 34.1% | |
Others Business (1) | 402 | 2.9% | 380 | 3.1% | 5.6% | 1,156 | 2.8% | 1,082 | 3.0% | 6.9% | |
GPA Food | 7,744 | 55.0% | 6,761 | 55.6% | 14.5% | 22,448 | 55.0% | 20,039 | 55.1% | 12.0% | |
Real Estate Projects | - | - | - | - | - | - | - | 98 | 0.3% | - | |
Pontofrio | 1,275 | 9.1% | 1,155 | 9.5% | 10.4% | 3,810 | 9.3% | 3,483 | 9.6% | 9.4% | |
Casas Bahia | 3,983 | 28.3% | 3,475 | 28.6% | 14.6% | 11,703 | 28.7% | 10,379 | 28.6% | 12.8% | |
Nova Pontocom | 1,075 | 7.6% | 764 | 6.3% | 40.7% | 2,882 | 7.1% | 2,341 | 6.4% | 23.1% | |
Viavarejo (2) | 6,333 | 45.0% | 5,394 | 44.4% | 17.4% | 18,395 | 45.0% | 16,203 | 44.6% | 13.5% | |
GPA Consolidated | 14,077 | 100.0% | 12,155 | 100.0% | 15.8% | 40,843 | 100.0% | 36,340 | 100.0% | 12.4% | |
(1) Includes Gas Station and Drugstores sales. (2) Includes Ponto Frio, Nova Casas Bahia and Nova Pontocom sales. | |||||||||||
SALES BREAKDOWN (% of Net Sales) | |||||||||||
GPA Consolidated | GPA Food | ||||||||||
3Q13 | 3Q12 | 9M13 | 9M12 | 3Q13 | 3Q12 | 9M13 | 9M12 | ||||
Cash | 42.5% | 41.3% | 41.8% | 41.1% | 53.0% | 53.4% | 53.2% | 53.2% | |||
Credit Card | 47.2% | 47.7% | 47.9% | 48.4% | 38.4% | 38.9% | 38.4% | 39.3% | |||
Food Voucher | 4.7% | 4.2 | 4.5% | 4.1% | 8.5% | 7.6% | 8.5% | 7.4% | |||
Credit | 5.7% | 6.8% | 5.9% | 6.6% | 0.1% | 0.1% | 0.1% | 0.1% | |||
Post-Dated Checks | 0.1% | 0.1% | 0.0% | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | |||
Payment Book | 5.6% | 6.7% | 5.8% | 6.5% | - | - | - | - |
Page 38
STORES OPENINGS/CLOSINGS BY BANNER | ||||
06/30/2013 | Opened | Closed | 09/30/2013 | |
Pão de Açúcar | 165 | 1 | - | 166 |
Extra Hiper | 138 | - | - | 138 |
Extra Supermercado | 209 | - | - | 209 |
Minimercado Extra | 141 | 12 | 1 | 152 |
Assaí | 67 | 2 | - | 69 |
Other Business | 242 | - | - | 242 |
Gas Satation | 85 | - | - | 85 |
Drugstores | 157 | - | - | 157 |
GPA Food | 962 | 15 | 1 | 976 |
Pontofrio | 395 | 3 | 1 | 397 |
Casas Bahia | 576 | 2 | - | 578 |
GPA Consolidated | 1,933 | 20 | 2 | 1,951 |
Sale Area ('000 m2 ) | ||||
GPA Food | 1,614 | 1,629 | ||
GPA Consolidated | 3,026 | 3,046 | ||
# of employees ('000) | 153 | 155 |
Page 39
3Q13 Results Conference Call and Webcast Friday, October 18, 2013 11:00 a.m. (Brasília time) | 10:00 a.m. (NY) | 3:00 p.m. (London) Conference call in Portuguese (original language) 55 11 2188-0155 Conference call in English (simultaneously translated) 1 646 843-6054 Webcast: http://www.gpari.com.br Replay +55 (11) 2188-0155 Access code for Portuguese audio: GPA Access code for English audio: GPA http://www.gpari.com.br |
CONTACTS
Investor Relations – GPA and Viavarejo Phone: (11) 3886-0421 Fax: (11) 3884-2677 gpa.ri@grupopaodeacucar.com.br Website: www.gpari.com.br www.viavarejo.com.br/ri |
Media Relations - GPA Phone: (11) 3886-3666 imprensa@grupopaodeacucar.com.br Media Relations - Viavarejo Phone: (11) 4225-9228 imprensa@viavarejo.com.br | imprensa@casasbahia.com.br Social Media News Room http://imprensa.grupopaodeacucar.com.br/category/gpa/ Twitter - Press @imprensagpa |
Casa do Cliente – Customer Service Pão de Açúcar: 0800-7732732/ Extra: 0800-115060 Ponto Frio: (11) 4002-3388/Casas Bahia: (11) 3003-8889 |
The financial information contained in the financial statements is presented in accordance with the accounting practices adopted in Brazil and refers to the third quarter of 2013 (3Q13), except where otherwise noted, with comparisons made over the same period last year. Any and all information derived from non-accounting or not accounting numbers has not been reviewed by independent auditors. Calculation of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is according to the table on page 6. The basis for calculating same-store sales is defined by the sales registered in stores open for at least 12 consecutive months and which were not closed for seven consecutive days or more in this period. Acquisitions are not included in the same-store calculation base in the first 12 months of operation.
GPA adopts the IPCA consumer price index as its benchmark inflation index, which is also used by the Brazilian Supermarkets Association (ABRAS), since it more accurately reflects the mix of products and brands sold by the Company. The IPCA in the 12 months ended September 2013 was 5.86%.
|
|
About GPA and Viavarejo: GPA is Brazil’s largest retailer, with a distribution network comprising approximately 1,810 points of sale and electronic channels. The Group’s multiformat structure consists of GPA Food and Viavarejo. GPA Food’s operations comprise supermarkets (Pão de Açúcar and Extra Supermercado), hypermarkets (Extra), neighborhood stores (Minimercado Extra), cash-and-carry stores (Assaí), gas stations and drugstores. GPA Food’s business is classified as Food and Non-Food (electronics/home appliances, clothing, general merchandise, drugstore and gas stations). Viavarejo’s operations consist of brick-and-mortar stores selling electronics/home appliances and furniture (Ponto Frio and Casas Bahia) and online stores (Nova Pontocom: Extra.com.br, PontoFrio.com.br, Casasbahia.com.br, Barateiro.com.br, Partiu Viagens and e-Hub). Founded in 1948 in São Paulo, the Group is present in 20 of the 27 Brazilian states, which jointly account for 94.1% of the country’s GDP. |
Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, the growth potential of the Company and the market and macroeconomic estimates are mere forecasts and were based on the expectations of Management in relation to the Company’s future. These expectations are highly dependent on changes in the market, Brazil’s general economic performance, the industry and international markets, and are thus subject to change. |
Page 40
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
1. Corporate information
Companhia Brasileira de Distribuição ("Company" or “GPA”), directly or by its subsidiaries (“Group”) operates in the food retailer, clothing, home appliances, electronics and other products segment through its chain of hypermarkets, supermarkets, specialized and department stores principally under the trade names "Pão de Açúcar, "Extra Hiper", "Extra Supermercado", “Minimercado Extra”, “Assai”, “Pontofrio” and “Casas Bahia", in addition to the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com” and “Partiuviagens.com”. Its headquarters are located at São Paulo, SP, Brazil.
Founded in 1948, the Company has 155 thousand employees, 1,951 stores in 19 Brazilian states and in the Federal District and a logistics infrastructure comprised of 54 distribution centers located in 13 states and Federal District at September 30, 2013. The Company’s shares are listed in the Level 1 Corporate Governance trading segment of the São Paulo Stock Exchange (“BM&FBovespa”), code “PCAR4” and its shares are also listed on the New York Stock Exchange (ADR level III), code “CBD”. The Company is also listed on the Luxembourg Stock Exchange, however, with no shares traded.
The Company is controlled by Wilkes Participações S.A. ("Wilkes"), that on July 2, 2012 became a subsidiary of Casino Guichard Perrachon (“Casino”).
a) Casino Arbitration
On May 30, 2011, Casino filed two arbitration requests in accordance with the rules set forth by the International Arbitration Court of the International Chamber of Commerce against Mr. Abilio dos Santos Diniz, Mrs. Ana Maria Falleiros dos Santos Diniz D’Avila, Mrs. Adriana Falleiros dos Santos Diniz, Mr. João Paulo Falleiros dos Santos Diniz, Mr. Pedro Paulo Falleiros dos Santos Diniz and Península Participações S.A. (“Península”).
On July 1, 2011, Casino filed another arbitration request in accordance with the rules set forth by the International Arbitration Court of the International Chamber of Commerce, with the abovementioned parties and the Company as the defendants.
On October 5, 2011, Mr. Abilio dos Santos Diniz, Mrs. Ana Maria Falleiros dos Santos Diniz D’Avila, Mrs. Adriana Falleiros dos Santos Diniz, Mr. João Paulo Falleiros dos Santos Diniz, Mr. Pedro Paulo Falleiros dos Santos Diniz and Península presented their responses to both arbitration requests and filed counterclaims.
The arbitrations were unified into one single proceeding and an arbitration court composed of three members, was established to settle the dispute. This first hearing of the aforementioned arbitration proceeding, was held in São Paulo on May 9, 2012. The arbitration process the Counter Claims is subject to a confidentiality clause and aims to ensure the observation of the Wilkes shareholders´ agreement and the law. On June 21, 2012 the Company raised an objection claiming that the Company there is no reason for the Company to be part in this arbitration, as it is not a part of Wilkes’s Shareholders’ Agreement.
On April 5, 2013, the arbitration court accepted the exclusion of the Company from arbitration.
On 6 September 2013, the Casino Group and Mr. Abilio dos Santos Diniz, together with its related parties entered into a Private Instrument of Transaction and Waiver of Rights. As a result of the transaction mutually agreed, the parties filed front of International Chamber of Commerce ("ICC") a petition seeking the closure of all arbitration procedures required by the parties that were going on at that moment. The parties also agreed to terminate any and all litigation against the other party and against any third party (related to the controversies of the parties), nor take any action or bring any action based on any rights under the agreements previously signed between the parties or based on understandings of the parties prior to September 6, 2013.
Page 41
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
1. Corporate information -- Continued
b) Transaction between Casino Guichard-Perrachon and Mr. Abilio dos Santos Diniz
Pursuant to Material Fact disclosed by the Company on September 6, 2013, we were informed jointly by Casino Guichard-Perrachon, our controlling shareholder, and Mr. Abilio dos Santos Diniz, who, on that date, the parties entered into a Private Instrument of Transaction and Waiver of Rights ("Transaction Agreement") whereby both agreed to transact any and all disputes, claims or disputes relating to their society in Brazil, especially as shareholders of our parent company, Wilkes, and Company. The Transaction Agreement, among other rules, established the following:
a) Barter of Share Ownership: The Casino and its affiliates ("Casino Group") exchanged 19,375,000 million of preferred shares issued by the Company that it holds in consideration for 19,375,000 million common shares issued by Wilkes, currently held by the group led by Mr Abilio Diniz ("AD Group"). The transfer of 11,229,075 shares is subject to the prior approval of the Anti-Trust Agency (“CADE”);
b) Termination of Agreements: on the same date were terminated agreements initially entered into between the Casino Group and the AD Group, as Wilkes`s Shareholders Agreement, the Shareholders Agreement and the Company's Option Agreement Conditional Share Sale;
c) Rights Group as shareholders of our Company: As a result of the exchange of equity mentioned above, neither the AD Group, neither Mr. Abilio Diniz, has any right to partner other than those granted to shareholders by the Corporation Law;
d) Arbitration Procedures and other ongoing disputes: As a result of the transaction mutually agreed, the parties filed a petition front of ICC seeking the closure of all ICC Arbitration Procedures No. 17977/CA (C-18055/CA) and 19165 / CA;
e) Non-Competition: In relation to the obligation of non-competition originally specified in Sections 14.3. and 14.3.1. the Shareholders' Agreement Wilkes, Group AD was released from any obligation to that effect, and;
f) Real estate: The real estate contract structure, in which the AD Group acquired and subsequently leased to our Company's 60 stores since 2005, will not be affected by the Transaction Agreement and continue in full force.
Page 42
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
1. Corporate information –Continued
c) Corporate reorganization
At December 28, 2012, the Annual General Meeting approved a corporate reorganization with the purpose of obtaining administrative, economic and financial benefits for the Group, the base date of the restructuring were the balance sheets of subsidiaries at December 31, 2012. The reorganization consists of the merger by the Company of the operations of 44 stores of the subsidiary Sé Supermercados Ltda. (“Sé”), with net assets of R$515, and 6 stores of the subsidiary Sendas Distribuidora S.A. (“Sendas”), with net assets of R$504.
Additionally, there was a swap of equivalent amounts of shares between the Company and the subsidiary Novasoc Comercial Ltda. (“Novasoc”), in which the Company assigned 17.25% of Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”), in exchange for 6.9% of Sé Supermercados. The same meeting also approved an increase of R$557,534 in the Company’s interest in Barcelona, without the issue of new shares, using the Company’s credits against this subsidiary.
The reorganization had a R$7,491 impact on the result for the year ended December 31, 2012, mainly related to the loss of deferred social contribution tax credits in its subsidiaries.
The effects on the balance sheet of December 31, 2012 of the parent company as a result of the merger of subsidiaries Sé and Sendas, describe above, were the following:
Assets |
12.31.2012 |
Cash and cash equivalents |
275,636 |
Trade accounts receivable, net |
20,998 |
Inventories |
92,813 |
Recoverable taxes |
5,489 |
Other receivables |
1,257 |
Total current assets |
396,193 |
Restricted deposits for legal proceedings |
62,519 |
Recoverable taxes |
8,829 |
Investments |
801,775 |
Property and equipment, net |
225,297 |
Intangible assets |
173,247 |
Total noncurrent assets |
1,271,667 |
Total assets |
1,667,860 |
Page 43
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
1. Corporate information -- Continued
c) Corporate reorganization -- Continued
Liabilities |
|
Trade accounts payable |
125,528 |
Payroll and related charges |
16,980 |
Taxes and contributions payable |
8,005 |
Related parties |
1,446,936 |
Others accounts payable |
14,684 |
Total current liabilities |
1,612,133 |
Provision for contingencies |
54,708 |
Total noncurrent liabilities |
54,708 |
Total liabilities |
1,666,841 |
Net assets merged |
1,019 |
On January 2, 2013, the Extraordinary General Meeting also approved an increase in the Company’s interest in Sendas Distribuidora amounting to R$1,100,000, without the issue of new shares, using the Company’s credits against this subsidiary.
d) Arbitration request by Morzan
Pursuant to the Material Fact released on June 15, 2012, the Company announced that it received a letter from the International Chamber of Commerce -ICC notifying about the request for the filing of an arbitration proceedings (“Proceedings”) submitted by Morzan Empreendimentos e Participações Ltda. (“Morzan”), former controlling shareholders of Globex Utilidades S.A. (Pontofrio banner), currently denominated Via Varejo S.A. (“Via Varejo”).
The Proceedings are associated with issues originating from the Share Purchase Agreement executed between the subsidiary Mandala Empreendimentos e Participações S.A. on June 8, 2009 (“Agreement”) for acquisition of 86,962,965 registered common shares with no par value, which then represented 70.2421% of the total and voting capital of Globex Utilidades S.A., previous corporate name of Via Varejo S.A. (“Via Varejo”), subject matter of the Material Fact disclosed by the Company on June 8, 2009. The arbitration terms are subject to confidentiality requirements.
On July 11, 2012, the Company exercised its right to appoint an arbitrator to compose the arbitration court responsible for conducting the Proceedings.
The Company understands that the request is unfounded, given that the agreement was fully complied with, as it will be demonstrated during the Proceedings.
Until the present date there were no developments in this arbitration, thus not causing any impact on these interim financial information. The Company will maintain its shareholders and the market informed of any material developments regarding the Proceedings.
e) Valuation of net assets merged of the association between Companhia Brasileira de Distribuição and Casas Bahia
In relation to the work performed by external consultants informed to the market by Company on October 16, 2012 and Via Varejo on May 23, 2013, there was already a conclusion of an important portion of the work during the second quarter of 2013, with the required accounting adjustments recorded in the quarterly financial information at June 30, 2013. The results are being analyzed, and the work will be completed at the earliest. At this moment, the Company is not aware of any other adjustment that should be recorded in the quarterly financial information at September 30, 2013.
Page 44
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
1. Corporate information –Continued
f) Performance Commitment Agreement
As Material Fact released on April 17, 2013, the Via Varejo, the Company, CB (“Casas Bahia”) and the Anti-Trust Agency ("CADE") entered into the Performance Commitment Agreement ("TCD"), for the approval of the Association Agreement concluded between the Company and CB on December 4, 2009 and amended on July 1, 2010, which aims to establish measures that:
(i) prevent the unification of operations involving substantial elimination of competition;
(ii) ensure conditions for the existence of effective competition in the markets affected by the transaction;
(iii) ensure conditions for fast and efficient entry of competitors in these markets;
(iv) ensure that the benefits of the association are distributed fairly among the participants on the one hand, and final consumers, on the other, those specific markets.
In order to fulfill the objectives of the TCD, the Via Varejo and its shareholders have a primary obligation to sell 74 stores, located in 54 municipal regions distributed in six States and the Federal District, which together accounted for approximately 3% of consolidated gross sales of Via Varejo on September 30, 2013 (3% on December 31, 2012).
CADE has supervised the obligations of the TCD, being Via Varejo subject to present data and information that the authority considers necessary.
The Via Varejo has not identified the necessity of recognizing, in the interim financial information for the nine-month period ended September 30, 2013, the impairment assets related to the stores.
2. Basis of preparation
The quarterly financial information comprises:
· The consolidated quarterly financial information were prepared of according to the technical pronouncement CPC 21 (R1) - Interim Financial Reporting and IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board – IASB, and presented in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of quarterly financial information; and
· The parent company quarterly financial information were prepared of according to the technical pronouncement CPC 21 (R1) - Interim Financial Reporting, and presented in a manner consistent with the standards issued by CVM, applicable to the preparation of quarterly financial information.
The accounting practices adopted in Brazil include those in Brazilian corporate law and the pronouncements and technical guidelines and interpretations issued by the Accounting Pronouncements Committee - CPC and approved by CVM.
The quarterly financial information has been prepared on the historical cost basis except for certain financial instruments measured at their fair value.
Page 45
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
2. Basis of preparation -- Continued
The items included in the quarterly financial information of the parent company and consolidated were measured by adopting the currency of the main economic scenario where the subsidiaries operates (“functional currency”), that is Real (“R$”), which is the reporting currency of these interim financial information.
The quarterly financial information for the nine-month period ended September 30, 2013 was approved by the Board of Directors at October 16, 2013.
3. Basis for consolidation
a) Interest in subsidiaries, associates and joint operation:
|
Investment interest - % | |||
|
09.30.2013 |
12.31.2012 | ||
Companies |
Company |
Indirect interest |
Company |
Indirect interest |
|
|
|
|
|
Subsidiaries: |
|
|
|
|
Novasoc Comercial Ltda. (“Novasoc”) |
10.00 |
- |
10.00 |
- |
Sé Supermercados Ltda. (“Sé”) |
100.00 |
- |
100.00 |
- |
Sendas Distribuidora S.A. (“Sendas”) |
100.00 |
- |
100.00 |
- |
PA Publicidade Ltda. (“PA Publicidade”) |
100.00 |
- |
100.00 |
- |
Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”) |
82.75 |
17.25 |
82.75 |
17.25 |
CBD Holland B.V. |
100.00 |
- |
100.00 |
- |
CBD Panamá Trading Corp. |
- |
100.00 |
- |
100.00 |
Xantocarpa Participações Ltda. (“Xantocarpa”) |
- |
100.00 |
- |
100.00 |
Vedra Empreend. e Participações S.A. |
99.99 |
0.01 |
99.99 |
0.01 |
Bellamar Empreend. e Participações Ltda. |
100.00 |
- |
100.00 |
- |
Vancouver Empreend. e Participações Ltda. |
100.00 |
- |
100.00 |
- |
Bruxellas Empreend. e Participações S.A. |
99.99 |
0.01 |
99.99 |
0.01 |
Monte Tardeli Empreendimentos e Participações S.A. |
99.91 |
0.09 |
99.91 |
0.09 |
GPA Malls & Properties Gestão de Ativos e Serviços. Imobiliários Ltda. (“GPA M&P”) |
100.00 |
- |
100.00 |
- |
GPA 2 Empreend. e Participações Ltda. |
99.99 |
0.01 |
99.99 |
0.01 |
GPA 4 Empreend. e Participações S.A. |
99.91 |
0.09 |
99.91 |
0.09 |
GPA 5 Empreend. e Participações S.A. |
99.91 |
0.09 |
99.91 |
0.09 |
GPA 6 Empreend. e Participações Ltda. |
99.99 |
0.01 |
99.99 |
0.01 |
ECQD Participações Ltda. |
100.00 |
- |
100.00 |
- |
API SPE Planej. e Desenv. de Empreend. Imobiliários Ltda. |
100.00 |
- |
100.00 |
- |
Posto Ciara Ltda. |
- |
100.00 |
- |
100.00 |
Auto Posto Império Ltda. |
- |
100.00 |
- |
100.00 |
Auto Posto Duque Salim Maluf Ltda. |
- |
100.00 |
- |
100.00 |
Auto Posto Duque Santo André Ltda. |
- |
100.00 |
- |
100.00 |
Auto Posto Duque Lapa Ltda. |
- |
100.00 |
- |
100.00 |
Duque Conveniências Ltda. |
- |
100.00 |
- |
100.00 |
Lake Niassa Empreend. e Participações Ltda. |
- |
52.41 |
- |
52.41 |
Via Varejo S.A. |
52.41 |
- |
52.41 |
- |
Globex Administração e Serviços Ltda. (“GAS”) |
- |
52.41 |
- |
52.41 |
Nova Casa Bahia S.A. (“NCB”) |
- |
- |
- |
52.41 |
Page 46
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
3. Basis for consolidation -- Continued
a) Interest in subsidiaries. associates and joint operation: -- Continued
|
Investment interest - % | |||
|
09.30.2013 |
12.31.2012 | ||
Subsidiaries: |
Company |
Indirect interest |
Company |
Indirect interest |
|
|
|
|
|
Ponto Frio Adm. e Importação de Bens Ltda. |
- |
52.40 |
- |
52.41 |
Rio Expresso Com. Atacad. de Eletrodoméstico Ltda. |
- |
52.41 |
- |
52.41 |
Globex Adm. Consórcio Ltda. |
- |
52.41 |
- |
52.41 |
PontoCred Negócio de Varejo Ltda. |
- |
52.41 |
- |
52.41 |
Nova Extra Eletro Comercial Ltda. |
0.10 |
52.36 |
0.10 |
52.36 |
Nova Pontocom Comércio Eletrônico S.A. (“Nova Pontocom”) |
39.05 |
31.11 |
39.05 |
31.11 |
E-Hub Consult. Particip. e Com. S.A. |
- |
70.16 |
- |
70.16 |
Nova Experiência Pontocom S.A. |
- |
70.16 |
- |
70.16 |
Sabara S.A |
- |
52.41 |
- |
52.41 |
Casa Bahia Contact Center Ltda. |
- |
52.41 |
- |
52.41 |
Globex - Fundo de Investimentos em Direitos Creditórios (“Globex FIDC”) |
- |
- |
- |
52.41 |
|
|
|
|
|
Associates |
|
|
|
|
Financeira Itaú CBD S.A. - Crédito. Financiamento e Investimento (“FIC”) |
- |
43.22 |
- |
43.22 |
Dunnhumby Brasil Cons. Ltda. |
2.00 |
- |
2.00 |
- |
Banco Investcred Unibanco S.A. (“BINV”) |
- |
26.21 |
- |
26.21 |
FIC Promotora de Vendas Ltda. |
- |
43.22 |
- |
43.22 |
|
|
|
|
|
Joint operation |
|
|
|
|
Indústria de Móveis Bartira Ltda. (“Bartira”) |
- |
13.10 |
- |
13.10 |
|
|
|
|
|
All interest were calculated considering the percentages held by the GPA or its subsidiaries. The consolidation not necessarily reflects these percentages, as some companies have shareholders’ agreement in which the Company has control and therefore allows the full consolidation.
b) Subsidiaries
The consolidated quarterly financial information includes the financial information of all subsidiaries over which the Company exercises control directly or indirectly.
Subsidiaries are all entities over which the Company has the control. The Company controls an entity when it is exposed, or has rights to variable returns as a result of its involvement with the investee and when the returns of the investor due to their involvement has the potential to vary as a result of the performance of the investee. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control and they are excluded from consolidated, when applicable, considering the date in which control ceases.
The quarterly financial information of the subsidiaries is prepared on the same closing date as those of the Company, using consistent accounting policies. All intragroup balances, including income and expenses, unrealized gains and losses and dividends resulting from intragroup transactions are eliminated in full.
Page 47
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
3. Basis for consolidation – Continued
b) Subsidiaries -- Continued
Gains or losses resulting from changes in equity interest in subsidiaries, not resulting in loss of control are directly recorded in shareholders’ equity.
Losses are attributed to the noncontrolling interest, even if it results in a deficit balance.
The main direct or indirect subsidiaries, included in the consolidation and the percentage of the Company’s interest comprise:
i. Novasoc
Although the Company’s interest in Novasoc represents 10% of its shares, Novasoc is included in the consolidated quarterly financial information, as the Company controls 99.98% of the Novasoc’s voting rights, pursuant to the shareholders’ agreement. Moreover, under the Novasoc shareholders’ agreement, the appropriation of its net income does not require to be proportional to the shares of interest held in the partnership.
ii. Via Varejo
The Company holds 52.41% of Via Varejo’s capital, giving it control of this subsidiary by consolidating their full financial information. The Via Varejo concentrates activities of trade electronic products, operating under the brands “Pontofrio” and “Casas Bahia”. The Company also operates by its subsidiary Nova Pontocom, in e-commerce of any product for the consumer by the websites: www.extra.com.br, www.pontofrio.com.br, www.casabahia.com.br, www.barateiro.com.br and www.partiuviagens.com.br.
On January 2, 2013 at the Extraordinary General Meeting, the incorporation of the subsidiary NCB by its parent company Via Varejo was approved. With the merger, there will be no impact on the consolidated quarterly financial information, in the capital or in equity. The net assets of incorporation were the subject of the appraisal report at book value on the date of incorporation.
The merger of NCB by Via Varejo aims to simplify the organizational structure and corporate companies, thus providing a reduction of administrative and operational costs.
iii. Sendas
The Company directly or indirectly holds 100.00% of Sendas’ capital, which operates in the retail trade segment, mainly in the State of Rio de Janeiro.
iv. GPA M&P
The GPA M&P aims to manage and operate the Company´s real estate assets.
Page 48
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
3. Basis for consolidation – Continued
c) Associates - BINV and FIC
The Company’s investments in its associates Financeira Itaú CBD S.A. – Crédito, Financiamento e Investimento (“FIC”) and Banco Investcred Unibanco S.A. (“BINV”), both entities that finance sales directly to GPA and Via Varejo customers are result of an association between Banco Itaú Unibanco S.A. (“Itaú Unibanco”) with GPA and Via Varejo. Such investments are accounted for using the equity method. An associate is an entity in which the Company has significant influence, but not the control, prevailing decisions related to the operational and financial management of BINV and FIC belongs to Itaú Unibanco.
The statement of income for the period reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the shareholders’ equity of the associate, the Company recognizes its share of any changes and discloses this, when applicable, in the statement of changes in shareholders’ equity. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.
The profit sharing of associates is shown in the statement of income for the period as equity method results. The quarterly financial information of the associates are prepared for the same closing date as the Parent Company, and when necessary, adjustments are made to bring the accounting policies in line with those of the Company.
The Company has significant involvement in operational decisions by the FIC Board of Directors of this entity.
After application of the equity method, the Company determines whether it is necessary to recognize an additional loss due to non-recoverability on the Company’s investment in its associates. The Company determines at each balance date whether there is any evidence that the investment in the associate will not be recoverable. If applicable, the Company calculates the impairment amount as the difference between the investment recoverable value of the associate and its carrying amount and recognizes the loss in the statement of income for the period.
FIC’s summarized interim financial information are as follows:
|
Consolidated | |
|
09.30.2013 |
12.31.2012 |
|
|
|
Current assets |
3,400,876 |
3,384,723 |
Noncurrent assets |
42,578 |
43,171 |
Total assets |
3,443,454 |
3,427,894 |
|
|
|
Current liabilities |
2,727,430 |
2,768,570 |
Noncurrent liabilities |
20,583 |
18,710 |
Shareholders’ equity |
695,441 |
640,614 |
Total liabilities and shareholders’ equity |
3,443,454 |
3,427,894 |
|
|
|
|
09.30.2013 |
09.30.2012 |
Operating results: |
|
|
Revenues |
652,150 |
667,526 |
Operating income |
98,780 |
44,145 |
Net income in the period |
54,827 |
25,370 |
For the purposes of calculating the investment, the investee’s equity should be deducted from the special goodwill reserve, which is the exclusive right of Itaú Unibanco.
Page 49
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
3. Basis for consolidation – Continued
d) Interest in joint operation – Bartira
The Company maintains an indirect interest joint arrangement as determine the CPC 19R2 (“IFRS11”), named Bartira, in which GPA holds through its subsidiary NCB 25% and Klein Family through Casa Bahia Comercial Ltda. (“Casa Bahia”), holds 75% which entered into a partnership agreement setting forth the joint control over decisions relating to the relevant activities of the investee.
The partnership agreement requires the unanimous resolution of participants to make decisions about the relevant activities, especially decisions about the financial and operating policies of Bartira.
The Company recognizes its interest in the joint operation, it combines of each asset, liabilities, income and expenses of joint operations with similar items line by line in its consolidated quarterly financial information. The joint operations quarterly financial information are prepared for the same period and under the same accounting criteria adopted by the Company.
The main lines of Bartira’s condensed quarterly financial information are shown below, it should be noted that the Company proportionately consolidates 25% of Bartira:
|
09.30.2013 |
|
12.31.2012 |
|
|
|
|
Current assets |
128,236 |
|
157,196 |
Noncurrent assets |
80,247 |
|
73,244 |
Total assets |
208,483 |
|
230,440 |
|
|
|
|
Current liabilities |
96,016 |
|
111,500 |
Noncurrent liabilities |
10,038 |
|
16,440 |
Shareholders’ equity |
102,429 |
|
102,500 |
Total liabilities and shareholders’ equity |
208,483 |
|
230,440 |
|
|
|
|
|
09.30.2013 |
|
09.30.2012 |
Income: |
|
|
|
Net revenue from sales and/or services |
409,008 |
|
345,537 |
Net income before income and social contribution taxes |
6,022 |
|
16,196 |
Net income for the period |
- |
|
12,028 |
4. Significant accounting policies
The main accounting policies adopted by the Company in the preparation of quarterly financial statements in the Company and Consolidated, are consistent with those adopted and disclosed in Note 4 of the financial statements for the year ended December 31, 2012, disclosed on February 19, 2013 and therefore should be read together.
Page 50
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
5. Adoption of new standards, amendments and interpretations to existing standards issued by the IASB and CPC and standards issued but not yet effective
Adoption of new standards, amendments and interpretations to existing standards issued by the IASB and CPC
The following new standards, amendments and interpretations of pronouncements applicable to the Company, were issued by the IASB and CPC with effect from January 1st 2013.
· IFRS 10 / CPC 36 (R3): Consolidated financial statements – IFRS 10 replaced the IAS 27 and SIC 12 and includes a new definition of control that applies to the financial statements when an entity controls one or more entities. The Company assessed the conclusion on the consolidation of its subsidiaries under IFRS 10 is different from that adopted by the Company on January 1st, 2012 and December 31, 2012, according to IAS 27 and SIC 12. If the completion of the consolidation of its subsidiaries is different, the comparative period immediately preceding is adjusted to be consistent with the treatment adopted September 30, 2013, unless it is impracticable. The Company has concluded that the adoption of IFRS 10 does not change the consolidation of its subsidiaries, and therefore there is no impact on the interim financial information for the nine month period ended September 30, 2013.
· IFRS 11 / CPC 19(R2): Joint arrangements – IFRS 11 replaced the SIC 13 and IAS 31 and applies to business contracts and controlled in conjunction. According to this standard, business and contracts controlled in conjunction with other shareholders are classified as joint arrangements. The accounting treatment will depend on the classification of the joint arrangement signed and can be recognized by the equity method (joint ventures), or the consolidation of its interests in assets, liabilities, revenues and expenses contributed to the operation (joint operation). The Company assessed the conclusion about the accounting treatment for joint arrangement participating in IFRS 11 is different from that adopted by the Company on January 1st, 2012 and December 31, 2012, according to IAS 31 and SIC 13. If the completion of the consolidation of their joint arrangement is different, the comparative period immediately preceding is adjusted to be consistent with the treatment adopted September 30, 2013, unless it is impracticable. The accounting recognition for joint operations under IFRS 11 is the same accounting treatment adopted for the consolidated financial statements for the year ended December 31, 2012. There is no impact on the interim financial information for the nine month period ended September 30, 2013 by adoption IFRS 11.
· IFRS 12 / CPC 45: Disclosure of interest in other entities - IFRS 12 deals with the disclosure of interests in other entities, whose purpose is to enable users to know the risks, the nature and the effects on the financial statements of such participations. The disclosures included in the interim financial information for the nine month period ended September 30, 2013 are in accordance with IFRS 12.
· IFRS 13 / CPC 46: Fair value measurement - IFRS 13 applies when other standards require or permit IFRS measurements or disclosures of fair value (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements). The disclosures included in the interim financial information for the nine month period ended September 30, 2013 are in accordance with IFRS 13.
There are no other standards and interpretations issued that significantly effect the result of the period or equity issued by the Company.
Page 51
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
5. Adoption of new standards, amendments and interpretations to existing standards issued by the IASB and CPC and standards issued but not yet effective – Continued
Standards issued but not yet effective
Standards issued but not yet effective up to the date of the issuance of the Company’s quarterly financial information include the following standards and interpretations issued which the Company reasonably expects to have an impact on the disclosures, financial position or performance to be applicable at a future date. The Company intends to adopt those standards when they become effective:
· IFRS 9 – Financial instruments - classification and measurement (CPC 38, 39 and 40) - IFRS 9 concludes the first part of the replacement project of “IAS 39 Financial Instruments: Recognition and Measurement”. IFRS 9 uses a simple approach to determine if a financial asset is measured at the amortized cost or fair value, based on the way how an entity administers its financial instruments (its business model) and the contractual cash flow, which is a characteristic of the financial assets. The standard also requires the adoption of only one method to determinate asset impairment. The standard will be effective for annual periods beginning on January 1st. 2015, and the Company does not expect any significant impact as a result of the adoption.
IASB issued clarifications on the IFRS rules and amendments. The main amendment as follow:
· IAS 32 – Financial instrument: Presentation (CPC 39) - adds guidance on offsetting financial assets and financial liabilities whose amendment is effective for annual periods beginning on or after January 1, 2014, and the Company does not expect any significant impact as a result of the adoption.
· IAS 36 – Impairment of assets (CPC 01) - adds guidance on the disclosure of recoverable amounts of non-financial assets, whose amendment is effective for annual periods beginning on or after January 1, 2014, and the Company is evaluating the impact of disclosure upon its adoption.
· IAS 39 – Financial instruments: Recognition and measurement – adds guidance clarifying that there is no need to discontinue hedge accounting if the derivative instruments is renewed, provided that certain criteria are met. This amendment is effective for annual periods beginning on or after January 1, 2014, and the Company does not anticipate significant effect as result of its adoption.
· IFRS 21 – The effect of changes in foreign exchange rates – provides guidance on when to recognize a liability for a tax imposed by the government and became effective from January 1, 2014, and the Company is evaluating the impact of disclosure upon its adoption.
There are no other rules or interpretations issued that have not been adopted yet that according to the Management’s opinion, may adversely affect the Company’s income (loss) or shareholders’ equity.
Page 52
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
6. Significant accounting judgements, estimates and assumptions
Judgements. estimates and assumptions
The preparation of the Company’s individual and consolidated quarterly financial information requires Management to make judgements, estimates and assumptions that impact the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the period, however, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability impacted in future periods.
The significant assumptions and estimates for interim financial information for the nine-month period ended September 30, 2013 were the same as those adopted in the consolidated and individual financial statements for the year ended December 31, 2012, originally presented on February 19, 2013, and therefore, should be read together.
7. Cash and cash equivalents
|
|
Parent Company |
|
Consolidated | ||
|
Rate (a) |
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
|
Cash on hand and in bank accounts |
|
99,453 |
230,183 |
|
289,519 |
490,616 |
|
|
|
|
|
|
|
Financial investments: |
|
|
|
|
|
|
Itaú BBA |
101.8% |
387,652 |
370,448 |
|
427,882 |
1,430,672 |
Itaú – Delta Fund |
101.6% |
5,012 |
706,458 |
|
180,433 |
1,831,692 |
Banco do Brasil |
101.2% |
199,313 |
722,665 |
|
936,400 |
1,376,813 |
Bradesco |
100.2% |
34 |
684,409 |
|
233,950 |
1,496,352 |
Santander |
101.9% |
147,622 |
61,744 |
|
744,660 |
62,692 |
CEF |
101.0% |
210,899 |
3,046 |
|
715,495 |
4,104 |
Votorantim |
102.6% |
101,468 |
2,196 |
|
422,551 |
5,850 |
Safra |
101.6% |
58,400 |
83,873 |
|
510,991 |
337,682 |
Credit Agricole |
102.5% |
30,010 |
- |
|
90,031 |
- |
BNP |
101.1% |
37,775 |
- |
|
192,765 |
- |
Outros |
(b) |
8,639 |
25,309 |
|
35,342 |
49,778 |
|
|
1,286,277 |
2,890,331 |
|
4,780,019 |
7,086,251 |
(a) Financial investments at September 30, 2013 and December 31, 2012 earn interest by the Interbank Deposit Certificate (“CDI”) rate per year and redeemable in terms of less than 90 days.
(b) Refer to automatic investments at the end of each month.
Page 53
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
8. Trade accounts receivable
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
Credit card companies (a) |
44,124 |
146,114 |
|
201,750 |
421,384 |
Sales vouchers |
46,093 |
124,845 |
|
79,285 |
181,253 |
Consumer finance – CDCI (b) |
- |
- |
|
2,148,864 |
2,078,439 |
Credit sales with post-dated checks |
1,738 |
2,537 |
|
3,165 |
4,004 |
Accounts receivable from wholesale customers |
- |
- |
|
24,656 |
30,016 |
Private label credit card – interest-free payments in installments |
33,177 |
22,356 |
|
33,172 |
22,360 |
Accounts receivable from related parties (Note 13 a) |
87,587 |
192,430 |
|
- |
- |
Adjustment to present value (c) |
- |
- |
|
(8,186) |
(5,488) |
Allowance for doubtful accounts (d) |
- |
(81) |
|
(233,254) |
(189,492) |
Accounts receivable from suppliers |
12,603 |
4,441 |
|
14,938 |
8,663 |
Others |
- |
- |
|
100,597 |
94,940 |
Current |
225,322 |
492,642 |
|
2,364,987 |
2,646,079 |
|
|
|
|
|
|
Consumer financing - CDCI |
- |
- |
|
106,667 |
117,487 |
Allowance for doubtful accounts (d) |
- |
- |
|
(9,165) |
(8,988) |
Others |
- |
- |
|
15,783 |
- |
Noncurrent |
- |
- |
|
113,285 |
108,499 |
|
|
|
|
|
|
|
225,322 |
492,642 |
|
2,478,272 |
2,754,578 |
a) Credit card companies
In the subsidiaries Via Varejo, NCB and Nova Pontocom, credit card payments related to the sale of goods and services are receivable in installments of up to 24 months. The Company and subsidiaries sell these receivables to banks or credit card companies without recourse or obligation related to obtaining working capital.
In view of the restructuring of receivables funds previously used for credit assignment of accounts receivable with credit cards, which are described in note 10, in the nine-months period ended September 30, 2013, the Company and its subsidiaries sold its receivables from credit card issuers in the amount of R$21,067,913 to operators or banks directly, without any right of recourse or obligation related.
b) Consumer finance– CDCI – Via Varejo
Refers to direct consumer credit through an intervening party (CDCI), which can be paid in up to 24 installments, however, are substantially less than 12 months.
The Company maintains agreements with financial institutions where it is referred to as the intervening party of these operations, (see Note 19).
c) Adjustment to present value
The discount rate used by the subsidiary Via Varejo, operations banner "Casas Bahia" considers current market valuations of the time value of money and the asset's specific risks. Credit sales with the same cash value were carried to their present value on the transaction date, in view of their terms, adopting the monthly average rate of receivables anticipation with credit card companies. In the nine-month period ended September 30, 2013 these rates averaged 0.75% per month (0.72% per month at December 31, 2012).
Page 54
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
8. Trade accounts receivable -- Continued
d) Allowance for doubtful accounts
The allowance for doubtful accounts is based on average historical losses complemented by Company's estimates of probable future losses:
|
|
Parent Company |
|
Consolidated | ||
|
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
|
At the beginning of the period |
|
(81) |
- |
|
(198,480) |
(217,968) |
Allowance for doubtful accounts |
|
(41) |
(81) |
|
(351,542) |
(324,462) |
Recoveries and provision write-off |
|
122 |
- |
|
307,603 |
343,950 |
At the end of the period |
|
- |
(81) |
|
(242,419) |
(198,480) |
|
|
|
|
|
|
|
Current |
|
- |
(81) |
|
(233,254) |
(189,492) |
Noncurrent |
|
- |
- |
|
(9,165) |
(8,988) |
Below we present the composition of accounts receivable on a gross basis by maturity period:
|
|
|
|
Falling due |
|
Past-due receivables | ||||||
|
|
Total |
|
|
<30 days |
|
30-60 days |
|
61-90 days |
|
>90 days | |
09.30.2013 |
|
2,720,691 |
|
2,468,699 |
|
124,190 |
|
48,881 |
|
31,361 |
|
47,560 |
12.31.2012 |
|
2,953,058 |
|
2,775,925 |
|
91,796 |
|
32,820 |
|
21,823 |
|
30,694 |
9. Other accounts receivable
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Accounts receivable related to sale from property and equipment |
12,707 |
11,345 |
|
55,610 |
78,821 |
Cooperative allowance with vendors |
- |
- |
|
12,115 |
51,939 |
Advances to suppliers |
13,115 |
7,839 |
|
26,103 |
10,396 |
Amounts to be reimbursed |
10,892 |
12,274 |
|
84,731 |
93,100 |
Trade accounts receivable from services |
- |
- |
|
4,223 |
5,127 |
Rental receivable |
10,248 |
13,110 |
|
14,885 |
17,630 |
Advances to payment and loans to employees |
- |
- |
|
43,776 |
10,004 |
Accounts receivable - Paes Mendonça (a) |
- |
- |
|
504,895 |
484,008 |
Others |
777 |
2,313 |
|
41,697 |
26,849 |
|
47,739 |
46,881 |
|
788,035 |
777,874 |
|
|
|
|
|
|
Current |
24,185 |
21,141 |
|
212,672 |
221,477 |
Noncurrent |
23,554 |
25,740 |
|
575,363 |
556,397 |
|
|
|
|
|
|
a) Accounts receivable – Paes Mendonça
Accounts receivable from Paes Mendonça relate to amounts deriving from the payment of third-party liabilities by the subsidiaries Xantocarpa, Novasoc and Sendas. Pursuant to contractual provisions, these accounts receivable are monetarily restated (General Market Price Index – IGP-M) and guaranteed by commercial lease rights (“Commercial rights”) of certain stores currently operated by the Company, Novasoc and Sendas. The maturity of the accounts receivable is linked to the lease agreements, which expire in 2014.
Page 55
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
10. Receivables securitization fund
In order to change its policy of sales of receivables, the Company negotiated changes to its receivables funds, as follows:
a) PAFIDC: There was a change in the bylaw of PAFIDC approved at the General Meeting of Shareholders of December 21, 2012, in which the Company no longer has interest or obligation to the Fund. The Fund had its name changed to denominate Multicredit FIDC and no longer holds, exclusively, GPA receivables.
Therefore, as GPA no longer has any interest in the current FIDC and has no obligation to absorb any of the expected risks of the fund's assets, the Fund ceased to be consolidated on December 26, 2012.
b) Globex FIDC: The operations of discounted receivables by credit card through the Globex FIDC were closed on December 14, 2012, in mutual agreement with the senior quotaholders.
Thus, the senior quotas were paid to quotaholders by the fund and on December 31, 2012, remained in the fund balance of cash and obligations in counterpart to subordinated quotas that had been completely redeemed, thus completing the process of liquidation of the Fund during the first quarter of 2013.
With this restructuring the Company and Via Varejo began carrying out the operation of discount of the receivables, as described in note 8 a).
11. Inventories
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
Stores |
1,306,762 |
1,288,127 |
|
3,827,324 |
2,890,345 |
Distribution centers |
811,100 |
892,962 |
|
2,559,206 |
3,037,565 |
Inventories in construction (d) |
- |
- |
|
172,280 |
172,280 |
Bonus in inventories (a) |
(42,967) |
(40,251) |
|
(91,189) |
(99,453) |
Provision for obsolescence/shrinkage (b) |
(4,585) |
(8,141) |
|
(43,071) |
(53,126) |
Present value adjustment (c) |
- |
- |
|
(555) |
(15,683) |
|
2,070,310 |
2,132,697 |
|
6,423,995 |
5,931,928 |
|
|
|
|
|
|
Current |
2,070,310 |
2,132,697 |
|
6,251,715 |
5,759,648 |
Noncurrent |
- |
- |
|
172,280 |
172,280 |
a) Bonuses in inventories
The Company records bonuses received from vendors in the statement of income as the inventories, that gave rise to the bonuses are realized.
b) Provision for obsolescence/losses and breakage
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
At the beginning of the period |
(8,141) |
(6,780) |
|
(53,126) |
(75,809) |
Additions |
(2,991) |
(5,132) |
|
(34,390) |
(59,311) |
Write-offs |
6,547 |
3,771 |
|
44,445 |
81,994 |
At the end of the period |
(4,585) |
(8,141) |
|
(43,071) |
(53,126) |
|
|
|
|
|
|
Page 56
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
11. Inventories -- Continued
c) Present value adjustment – Nova Pontocom
The adjustment to present value of inventories refers to the corresponding entry of the adjustment to present value of the trade accounts payable of the subsidiary Nova Pontocom. For the Company and other subsidiaries, Management did not record the present value adjustment since the operations are short term and it considers the effect of said adjustments to be irrelevant when compared to the interim financial information taken as a whole.
d) Inventories of real estate units under construction
The amount of inventories of real estate units under construction refers to the fair value of the barter of land for real estate units.
12. Recoverable taxes
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
Taxes on sales |
15,324 |
63,389 |
|
401,519 |
297,422 |
State value-added tax on sales and services - ICMS recoverable (a) |
15,324 |
41,637 |
|
325,151 |
262,681 |
Social Integration Program/ Tax for Social Security Financing-PIS/COFINS recoverable |
- |
21,752 |
|
76,368 |
34,741 |
|
|
|
|
|
|
Income tax |
57,183 |
40,270 |
|
116,868 |
115,635 |
Financial investments |
47,087 |
36,381 |
|
76,123 |
70,157 |
Other |
10,096 |
3,889 |
|
40,745 |
45,478 |
|
|
|
|
|
|
Other |
149,831 |
90,055 |
|
457,655 |
457,964 |
ICMS recoverable from property and equipment |
831 |
- |
|
12,277 |
23,175 |
ICMS tax substitution (a) |
149,093 |
88,261 |
|
410,690 |
400,816 |
Social Security Contribution - INSS |
- |
- |
|
30,681 |
29,338 |
Other |
- |
1,794 |
|
4,208 |
4,753 |
Adjustment to present value |
(93) |
- |
|
(201) |
(118) |
Current |
222,338 |
193,714 |
|
976,042 |
871,021 |
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on sales |
185,424 |
150,333 |
|
1,136,882 |
1,144,790 |
ICMS recoverable (a) |
185,424 |
150,333 |
|
988,465 |
994,077 |
PIS/COFINS recoverable |
- |
- |
|
148,417 |
150,713 |
|
|
|
|
|
|
Other |
74,084 |
67,318 |
|
107,464 |
86,852 |
ICMS recoverable from property and equipment |
2,492 |
- |
|
22,098 |
6,679 |
Adjustment to present value |
(278) |
- |
|
(1,090) |
(680) |
Social Security Contribution - INSS |
71,870 |
67,318 |
|
86,456 |
80,853 |
Noncurrent |
259,508 |
217,651 |
|
1,244,346 |
1,231,642 |
|
|
|
|
|
|
|
481,846 |
411,365 |
|
2,220,388 |
2,102,663 |
Page 57
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
12. Recoverable taxes -- Continued
(a) The full ICMS realization of this value over the next five years will occur as follows:
|
|
Parent Company |
Consolidated |
Up to one year |
|
165,155 |
747,917 |
2014 |
|
54,415 |
257,507 |
2015 |
|
65,674 |
414,807 |
2016 |
|
52,539 |
250,611 |
2017 |
|
15,010 |
86,548 |
|
|
352,793 |
1,757,390 |
Management expects to hold these loans in their normal operations, based on a technical feasibility study on the future realization of the ICMS tax, considering the expected future offset of debits arising from the operations, in using the main variables of their business. This study was prepared based on information extracted from the strategic planning approved by the Board of Directors of the Company.
13. Related parties
a) Sales, purchases of goods, services and other operations:
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Customers |
|
|
|
|
|
Subsidiaries: |
|
|
|
|
|
Novasoc Comercial |
33,884 |
41,395 |
|
- |
- |
Sé Supermercados |
5,485 |
91,009 |
|
- |
- |
Sendas Distribuidora |
44,447 |
55,121 |
|
- |
- |
Barcelona |
2,606 |
1,865 |
|
- |
- |
Via Varejo |
448 |
1,858 |
|
- |
- |
Nova Pontocom (xii) |
716 |
1,182 |
|
- |
- |
Xantocarpa |
1 |
- |
|
- |
|
|
87,587 |
192,430 |
|
- |
- |
Suppliers |
|
|
|
|
|
Subsidiaries: |
|
|
|
|
|
Novasoc Comercial |
14,824 |
14,627 |
|
- |
- |
Sé Supermercados |
499 |
4,526 |
|
- |
- |
Sendas Distribuidora |
23,221 |
12,883 |
|
- |
- |
Barcelona |
1,976 |
2,809 |
|
- |
- |
Xantocarpa |
386 |
590 |
|
- |
- |
Via Varejo |
951 |
1,936 |
|
- |
- |
Nova Pontocom (xii) |
605 |
1,127 |
|
- |
- |
Associated: |
|
|
|
|
|
FIC |
9,691 |
10,905 |
|
11,481 |
13,673 |
Dunnhumby (xxi) |
99 |
20 |
|
99 |
20 |
Joint operation: |
|
|
|
|
|
Indústria de Móveis Bartira Ltda. (xiii) |
- |
- |
|
20,996 |
62,487 |
Other related parties: |
|
|
|
|
|
Diniz Group (iii) |
1,706 |
1,726 |
|
1,811 |
1,858 |
Globalbev Bebidas e Alimentos |
101 |
2,418 |
|
226 |
3,949 |
Globalfruit |
44 |
759 |
|
44 |
759 |
BMS Import |
- |
1,200 |
|
- |
1,976 |
Bravo Café |
225 |
212 |
|
224 |
213 |
Fazenda da Toca Ltda (xiv) |
185 |
548 |
|
204 |
560 |
Sykué Geração de Energia |
- |
127 |
|
- |
341 |
Indigo Distribuidora |
120 |
373 |
|
120 |
381 |
|
54,633 |
56,786 |
|
35,205 |
86,217 |
Page 58
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
13. Related parties -- Continued
a) Sales, purchases of goods, services and other operations: -- Continued
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
Sales |
|
|
|
|
|
Subsidiaries: |
|
|
|
|
|
Novasoc Comercial (ix) |
262,685 |
254,890 |
|
- |
- |
Sé Supermercados (ix) |
40,112 |
604,735 |
|
- |
- |
Sendas Distribuidora (ix) |
263,695 |
259,749 |
|
- |
- |
Barcelona (ix) |
259 |
1,591 |
|
- |
- |
Via Varejo S.A. (ix) |
384 |
- |
|
- |
- |
Nova Pontocom (xii) |
287 |
- |
|
- |
- |
Nova Casa Bahia |
- |
15 |
|
- |
- |
Others |
29 |
- |
|
|
|
|
567,451 |
1,120,980 |
|
- |
- |
Purchases |
|
|
|
|
|
Subsidiaries: |
|
|
|
|
|
Novasoc Comercial (ix) |
4,146 |
5,679 |
|
- |
- |
Sé Supermercados (ix) |
247 |
7,191 |
|
- |
- |
Sendas Distribuidora (ix) |
166,198 |
36,449 |
|
- |
- |
Nova Pontocom (xii) |
- |
19 |
|
- |
- |
e-Hub Cons. Part. e Com. S.A. |
1,992 |
1,340 |
|
- |
- |
Joint operation: |
|
|
|
|
|
Indústria de Móveis Bartira Ltda. (xiii) |
- |
- |
|
397,095 |
331,708 |
Other related parties: |
|
|
|
|
|
Globalbev Bebidas e Alimentos |
7,022 |
10,435 |
|
8,452 |
12,400 |
Globalfruit |
4,171 |
1,852 |
|
4,298 |
1,852 |
Bravo Café |
1,224 |
1,218 |
|
1,224 |
1,226 |
Sykué Geração de Energia (vii) |
10,273 |
12,920 |
|
21,249 |
19,327 |
Fazenda da Toca Ltda. (xiv) |
4,536 |
4,212 |
|
5,617 |
4,769 |
BMS Import. |
- |
1,369 |
|
- |
1,369 |
Indigo Distribuidora |
3,171 |
674 |
|
4,152 |
797 |
|
202,980 |
83,358 |
|
442,087 |
373,448 |
Page 59
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
13. Related parties – Continued
a) Sales, purchases of goods, services and other operations: -- Continued
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Assets |
|
|
|
|
|
Controller: |
|
|
|
|
|
Casino (i) |
- |
6,258 |
|
- |
6,258 |
Subsidiaries: |
|
|
|
|
|
Novasoc (ix) |
77,349 |
56,046 |
|
- |
- |
Sendas Distribuidora (ix) |
150,069 |
1,262,060 |
|
- |
- |
Xantocarpa |
21,899 |
21,069 |
|
- |
- |
Nova Pontocom (xii) |
250,847 |
24,557 |
|
- |
- |
GPA M&P |
24,701 |
20,501 |
|
- |
- |
Vancouver (xviii) |
27,613 |
83,848 |
|
- |
- |
Via Varejo |
- |
806 |
|
- |
- |
Gas Station Duque - Salim Maluf (ix) |
798 |
453 |
|
- |
- |
Gas Station GPA - Santo André (ix) |
406 |
170 |
|
- |
- |
Gas Station Duque – convenience store (ix) |
39 |
109 |
|
- |
- |
Gas Station GPA – Império (ix) |
1,169 |
477 |
|
- |
- |
Gas Station Duque – Lapa (ix) |
539 |
343 |
|
- |
- |
Gas Station GPA – Ciara (ix) |
681 |
340 |
|
- |
- |
Vedra |
20 |
20 |
|
|
|
Outros |
351 |
8 |
|
- |
- |
Other related parties: |
|
|
|
|
|
Casa Bahia Comercial Ltda. (v) |
- |
- |
|
142,916 |
103,236 |
Management of Nova Pontocom (vi) |
40,731 |
37,082 |
|
40,731 |
37,082 |
Audax SP (x) |
9,681 |
22,335 |
|
9,681 |
22,335 |
Audax Rio (x) |
3 |
3 |
|
5,090 |
6,957 |
Rede Duque (xx) |
- |
- |
|
158 |
472 |
Other |
1,591 |
2,082 |
|
1,583 |
2,080 |
|
608,487 |
1,538,567 |
|
200,159 |
178,420 |
Liabilities |
|
|
|
|
|
Controller: |
|
|
|
|
|
Casino (i) |
143 |
- |
|
- |
- |
Subsidiaries: |
|
|
|
|
|
Sé Supermercados (ix) |
1,341,238 |
1,246,051 |
|
- |
- |
Barcelona (ix) |
355,924 |
621,580 |
|
- |
- |
Via Varejo (xi) |
363,863 |
332,609 |
|
- |
- |
Bellamar |
16,866 |
14,283 |
|
- |
- |
P.A. Publicidade |
18,420 |
11,775 |
|
- |
- |
Associated: |
|
|
|
|
|
FIC (iv) |
5,689 |
4,033 |
|
1,145 |
1,742 |
Joint operation: |
|
|
|
|
|
Indústria de Móveis Bartira Ltda. (xiii) |
- |
- |
|
20,904 |
62,439 |
Other related parties: |
|
|
|
|
|
Fundo Península (ii) |
12,489 |
15,756 |
|
12,821 |
16,218 |
|
2,114,632 |
2,246,087 |
|
34,870 |
80,399 |
|
|
|
|
|
|
Page 60
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
13. Related parties – Continued
a) Sales, purchases of goods, services and other operations: -- Continued
Statement of income |
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
Controllers: |
|
|
|
|
|
Casino (i) |
(3,935) |
(4,361) |
|
(3,935) |
(4,361) |
Wilkes Participações (xvii) |
(2,124) |
(2,803) |
|
(2,124) |
(2,803) |
Subsidiaries: |
|
|
|
|
|
Novasoc Comercial (ix) |
6,728 |
6,309 |
|
- |
- |
Sé Supermercados (ix) |
1,762 |
16,170 |
|
- |
- |
Sendas Distribuidora (ix) |
38,368 |
22,984 |
|
- |
- |
Associated: |
|
|
|
|
|
FIC (iv) |
13,107 |
6,367 |
|
13,109 |
5,574 |
Dunnhumby (xxi) |
(885) |
(543) |
|
(885) |
(543) |
Joint operation: |
|
|
|
|
|
Indústria de Móveis Bartira Ltda. (xiii) |
- |
- |
|
- |
(139) |
Other related parties: |
|
|
|
|
|
Fundo Península (ii) |
(112,377) |
(107,889) |
|
(117,887) |
(113,806) |
Diniz Group (iii) |
(14,878) |
(14,005) |
|
(15,825) |
(14,005) |
Sykué Consultoria em Energia Ltda. (viii) |
(464) |
(461) |
|
(1,018) |
(1,101) |
Casa Bahia Comercial Ltda. (v) |
- |
- |
|
(158,878) |
(108,626) |
Management of Nova Pontocom (vi) |
2,148 |
2,255 |
|
2,148 |
2,255 |
Axialent Consultoria (xix) |
(4) |
(2,030) |
|
(4) |
(2,030) |
Habile Segurança e Vigilância Ltda (xvi) |
|
- |
|
(7,031) |
24,958 |
Pão de Açúcar S.A. Indústria e Comércio (xxii) |
(516) |
(6,300) |
|
(516) |
(6,300) |
Audax SP (x) |
(10,328) |
(16,886) |
|
(10,329) |
(16,873) |
Audax Rio (x) |
(2,268) |
(1,356) |
|
(7,200) |
(10,855) |
Instituto Grupo Pão de Açúcar |
(5,343) |
(5,572) |
|
(5,339) |
(5,610) |
|
(91,009) |
(108,121) |
|
(315,714) |
(304,181) |
Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties, including:
i. Casino: Technical Assistance Agreement, signed between the Company and Casino on July 21, 2005, whereby, in exchange for the annual payment of US$2,727 thousand, it transfers administrative and financial expertise. This agreement is effective for seven years, with automatic renewal for an indeterminate term. As of the seventh year, the annual payment will total US$1,818 thousand. This agreement was approved by the Extraordinary General Meeting held on August 16, 2005.
ii. Fundo Península: 60 real estate lease agreements with the Company, 1 property with Novasoc and 1 property with Barcelona.
iii. Diniz Group: lease of 15 properties to the Company and 2 properties to Sendas.
iv. FIC: (i) refund of expenses arising from the infrastructure agreement, such as: expenses related to the cashiers’ payroll, and commissions on the sale of financial products; (ii) financial expenses related to the sale of receivables (named “financial discount”); (iii) property rental revenue; and (iv) the cost apportionment agreement.
Page 61
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
13. Related parties -- Continued
a) Sales, purchases of goods, services and other operations – Continued
v. Casa Bahia Comercial Ltda.: Via Varejo has an accounts receivable related to the “First Amendment to the Shareholders´ Agreement” between Via Varejo, GPA and CB, which guarantees to Via Varejo the right to be reimbursed by CB for certain contingencies recognized that may be payable by Via Varejo as from June 30, 2010 (see xi).
Additionally, beyond Via Varejo and your joint arrangement – Bartira, CB have rental contracts 312 estate between distribution centers, commercial buildings and administrative requirements under specific conditions with management of CB..
vi. Management of Nova Pontocom: in November 2010, in the context of the restructuring of GPA’s e-commerce business, the Company granted to certain statutory members of Nova Pontocom’s Management a loan amounting to R$10,000 and entered into a swap agreement in the amount of R$20,000, both maturing on January 8, 2018 and duly restated.
vii. Sykué Geração de Energia: acquisition of power in the free market to supply several of the Company’s consumer units.
viii. Sykué Consultoria em Energia Ltda: energy supply planning services, including projection of energy consumption for each consumer unit, during 102 months (economic feasibility study of the costs to maintain the stores in the captive market or in the free market) and regulatory advisory services with the Brazilian Electricity Regulatory Agency - ANEEL), the spot market – CCEE and ONS.
ix. Novasoc, Sé Supermercados, Sendas Distribuidora, Barcelona, Salim Maluf Gas Station, Santo André Gas Station, Império Gas Station, Lapa Gas Station, Ciara Gas Station and Convenience Store: include amounts arising from the use of the shared service center, such as treasury, accounting, legal and others, and commercial operation agreements, business mandate and intercompany loans.
x. Audax: loans to the football clubs Audax SP and Audax RJ, in addition to the financial support in training professional athletes. GPA and third parties signed on September 14, 2013 a binding agreement for MT to become maintainer and manager AUDAX SP and RJ AUDAX. The agreement provides for certain conditions precedent to the formalization of the definitive agreements by the end of 2013.
xi. Via Varejo: the entity has trade accounts payable related to the "First Amendment to the Shareholders´ Agreement" between Via Varejo and Casa Bahia, which guarantees the right to be reimbursed for certain contingencies, or reimbursement expenses, recognized as from June 30, 2010 (see v), as well as the business mandate.
xii. Nova Pontocom: amounts arising from the use of the shared service center, such as treasury, accounting, legal and other, and loans remunerated at 105% of CDI.
xiii. Indústria de Móveis Bartira Ltda.: amounts arising from infrastructure expenses and the purchase and sale of goods.
xiv. Fazenda da Toca Ltda.: contract for the supply of organic eggs, conventional oranges and organic juices, etc.
xv. Duque Comércio e Participações Ltda. and Posto de Serviços 35 Ltda.: agreement for quota call and put options (Posto Vereda Tropical, Rebouças and Barueri), see note 15 (ii).
Page 62
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
13. Related parties -- Continued
a) Sales, purchases of goods, services and other operations -- Continued
xvi. Habile Segurança e Vigilância Ltda: security services operations contracted by Via Varejo.
xvii. Wilkes: commissions paid related to the Company’s loan agreements in which Wilkes is a guarantor.
xviii. Vancouver: amounts transferred by the parent company for future capital increase.
xix. Axialent Consultoria: human resources advisory service agreement.
xx. Rede Duque: represents the loan agreement between Vancouver and the gas stations Vereda Tropical, Rebouças and Barueri.
xxi. Dunnhumby: information management service agreement.
xxii. Pão de Açúcar S.A. Indústria e Comércio: equipment lease agreement.
b) Management and Fiscal Council’s remuneration
The expenses related to the remuneration of senior management (officers appointed pursuant to the Bylaws, the Board of Directors), recorded in the consolidated statement of income for the nine-month period ended September 30, 2013 and 2012, were as follows:
|
In relation to total remuneration at September 30, 2013 | ||||
|
Remuneration |
Variable remuneration |
Stock option plan |
Total | |
Board of Directors (*) |
5,345 |
- |
- |
5,345 | |
Directors |
9,772 |
14,868 |
9,126 |
33,766 | |
Fiscal council |
378 |
- |
- |
378 | |
|
15,495 |
14,868 |
9,126 |
39,489 | |
|
|
In relation to total remuneration at September 30, 2012 | ||||
|
Remuneration |
Variable remuneration |
Stock option plan |
Pension plan |
Total | |
Board of Directors (*) |
6,575 |
- |
- |
- |
6,575 | |
Directors |
18,498 |
23,473 |
12,362 |
89 |
54,422 | |
Fiscal council |
734 |
- |
- |
- |
734 | |
|
25,807 |
23,473 |
12,362 |
89 |
61,731 | |
(*) Remuneration according to the number of attendances in the meeting.
Page 63
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
14. Investments
a) Breakdown of investments
|
Parent Company | |||||||||||
|
Sé |
Sendas |
Novasoc |
Via Varejo (*) |
Nova Pontocom |
NCB (*) |
Barcelona |
Bellamar |
GPA M&P |
API SPE |
Other |
Total |
Balances at 12.31.2012 |
2,777,804 |
357,222 |
92,117 |
1,548,595 |
31,985 |
820,657 |
698,954 |
199,538 |
154,755 |
16,200 |
38,700 |
6,736,527 |
Addition |
- |
1,100,000 |
- |
- |
- |
- |
- |
- |
- |
- |
58,750 |
1,158,750 |
Equity pickup |
4,003 |
56,565 |
1,703 |
204,548 |
(11,757) |
(39,915) |
40,152 |
19,887 |
(213) |
(18) |
10,902 |
285,857 |
Dividends receivable |
- |
- |
|
(108,971) |
- |
- |
(21,879) |
- |
- |
- |
- |
(130,850) |
Gain (loss) in equity interest |
- |
- |
(1,200) |
318 |
138 |
- |
- |
- |
- |
- |
- |
(744) |
Balances at 09.30.2013 |
2,781,807 |
1,513,787 |
92,620 |
1,664,490 |
20,366 |
780,742 |
717,227 |
219,425 |
154,542 |
16,182 |
108,352 |
8,049,540 |
(*) In the case of NCB, the investment amount refers to the effects of fair value measurements recorded in connection with the business combination. For Via Varejo, these effects of fair value were considered together with the accounting investments held in this subsidiary.
|
Consolidated | ||||
|
FIC |
BINV |
Bartira (i) |
Other |
Total |
Balances at 12.31.2012 |
256,350 |
18,744 |
86,872 |
463 |
362,429 |
|
|
|
|
|
|
Equity pickup |
27,861 |
489 |
- |
- |
28,350 |
Dividends receivable |
(1,028) |
(200) |
- |
- |
(1,228) |
Balances at 09.30.2013 |
283,183 |
19,033 |
86,872 |
463 |
389,551 |
Page 64
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
14. Investments -- Continued
a) Breakdown of investments -- Continued
(i) Surplus value of investment held in Bartira
It refers to the measurement of the investment currently held by Via Varejo of 25% of Bartira’s capital stock at fair value by the income approach, considering the present value of directly or indirectly generated future benefits assessed and quantified in the form of cash flow. The asset was recognized at the time of the business combination between CB and Casa Bahia.
On December 31, 2012, this asset was subject to impairment testing under the same calculation criteria of goodwill on investments; therefore, it is not necessary to record a provision for impairment.
15. Business combinations
Acquisition of Rede Duque
Context of the operation
In 2009, the Company signed an Agreement for Outsourcing Management (“Management Agreement”) with Rede Duque for a 20-year term, whereby the Company would conduct the operational and financial management of 39 Rede Duque gas stations through its subsidiary Vancouver, in exchange for payment based on these gas stations’ results.
On May 28, 2012, the Management Agreement was terminated and, as part of the termination, pursuant to the Agreement for Share Purchase and Other Covenants, Vancouver acquired all the shares of five gas stations (“Acquired Gas Stations”) and established a partnership with Rede Duque in three other gas stations through the acquisition of shares representing 95% of their capital stock (“Partnership Gas Stations”), with a subsequent call option to be exercised by Rede Duque (“Call and Put Option Agreement").
i) Acquisition of the five gas stations
Through the Agreement for Share Purchase, the Company acquired all the shares of six companies that were part of Rede Duque and operated five gas stations (one of the companies operates a convenience store in one of the acquired gas stations), with monthly net revenue since the acquisition of R$25,686 and loss of R$1,299.
Determination of the consideration transferred for the acquisition of five Rede Duque gas stations
Under the Management Agreement, the Company and Vancouver had prepaid R$30,000 for the use of GPA brands in the gas stations and exclusive management of the gas stations. The release of this amount was subject to certain events. This amount was used as part of the payment for the acquisition of the Acquired Gas Stations, plus an additional payment of R$10,000, for a total purchase price of R$40,000.
Page 65
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
15. Business combinations -- Continued
Acquisition of Rede Duque -- Continued
Provisional identification of the fair value of identifiable acquired assets and liabilities
The Company provisionally identified the fair value of identifiable assets and liabilities acquired from Rede Duque on the business combination date and the acquired entities’ net assets total R$3,129.
Goodwill resulting from the acquisition
In the six-month period ended June 30, 2013, the Company completed the allocation of the purchase price and measurement of goodwill, being permanently recorded by the Company.
As a result of: (i) measurement of total consideration transferred for the acquisition of control of the gas stations; and (ii) measurement of the identifiable assets and liabilities at fair value, the Company recorded goodwill in the amount of R$38,702. The goodwill is allocated to the retail segment.
ii) Partnership of the three gas stations
Through the Debt Assumption Agreement, entered into on the same date between the Company, Vancouver and Rede Duque, Vancouver assumed Rede Duque’s bank debts in the amount of R$50,000. On the same date, the parties entered into an Agreement for Share Purchase, whereby Vancouver acquired approximately 95% of the shares of the Partnership Gas Stations, which operated three gas stations with net revenue of approximately R$3,500, upon assignment of part of Vancouver’s receivables from Rede Duque, acquired as a result of said debt assumption. The acquired gas stations will continue to be managed by Rede Duque, and the Company will have protective vetoes.
Also through the agreement, a Call and Put Option Agreement was executed whereby Vancouver granted Rede Duque an option to purchase its shares of the capital of the Partnership Gas Stations, exercisable in one year, for R$50,000, restated at 110% of CDI and payable in 240 monthly installments. The Company also has a put option, whereby it may demand that Rede Duque purchase its shares under the same terms above if the call option is not exercised.
If the call and put options expire, Vancouver will be able to acquire the shares of the Partnership Gas Stations’ capital owned by Rede Duque for one Real (R$1) plus dividends for the one-year partnership period.
The amount of R$55,540 is recorded as a financial instrument at its realization amount, which is the fair value of the interest in the partnership gas stations, see note 20 f).
Page 66
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
16. Property and equipment
a) Parent Company:
|
Balance as of: |
|
|
|
|
Balance as of: |
|
12.31.2012 |
Additions |
Depreciation |
Disposals |
Transfers |
09.30.2013 |
|
|
|
|
|
|
|
Land |
1,157,286 |
59,953 |
- |
(4,912) |
(26,766) |
1,185,561 |
Buildings |
1,965,952 |
10,482 |
(46,692) |
(368) |
11,617 |
1,940,991 |
Leasehold improvements |
1,389,317 |
17,778 |
(76,285) |
(505) |
160,884 |
1,491,189 |
Machinery and equipment |
685,486 |
147,634 |
(92,330) |
(13,018) |
4,161 |
731,933 |
Installations |
137,335 |
11,061 |
(10,630) |
(70) |
9,879 |
147,575 |
Furniture and fixtures |
261,766 |
47,164 |
(27,693) |
(1,816) |
191 |
279,612 |
Vehicles |
20,045 |
4,997 |
(3,524) |
(5,988) |
- |
15,530 |
Construction in progress |
110,317 |
142,782 |
- |
(88) |
(155,537) |
97,744 |
Other |
38,257 |
11,662 |
(8,350) |
(74) |
(7,128) |
34,367 |
|
5,765,761 |
453,513 |
(265,504) |
(26,839) |
(2,699) |
5,924,232 |
|
|
|
|
|
|
|
Financial leasing |
|
|
|
|
|
|
Hardware |
30,330 |
- |
(9,019) |
(7,110) |
- |
14,201 |
Buildings |
20,663 |
- |
(802) |
- |
- |
19,861 |
|
50,993 |
- |
(9,821) |
(7,110) |
- |
34,062 |
Total |
5,816,754 |
453,513 |
(275,325) |
(33,949) |
(2,699) |
5,958,294 |
|
Balances as of 09.30.2013 |
|
Balances as of 12.31.2012 | ||||
|
Cost |
Accumulated depreciation |
Net |
|
Cost |
Accumulated depreciation |
Net |
Land |
1,185,561 |
- |
1,185,561 |
|
1,157,286 |
- |
1,157,286 |
Buildings |
2,767,507 |
(826,516) |
1,940,991 |
|
2,748,229 |
(782,277) |
1,965,952 |
Leasehold improvements |
2,600,270 |
(1,109,081) |
1,491,189 |
|
2,419,833 |
(1,030,516) |
1,389,317 |
Machinery and equipment |
1,639,387 |
(907,454) |
731,933 |
|
1,541,610 |
(856,124) |
685,486 |
Installations |
352,426 |
(204,851) |
147,575 |
|
333,717 |
(196,382) |
137,335 |
Furniture and fixtures |
646,401 |
(366,789) |
279,612 |
|
610,406 |
(348,640) |
261,766 |
Vehicles |
24,893 |
(9,363) |
15,530 |
|
30,208 |
(10,163) |
20,045 |
Construction in progress |
97,474 |
- |
97,474 |
|
110,317 |
- |
110,317 |
Other |
86,632 |
(52,265) |
34,367 |
|
82,187 |
(43,930) |
38,257 |
|
9,400,551 |
(3,476,319) |
5,924,232 |
|
9,033,793 |
(3,268,032) |
5,765,761 |
|
|
|
|
|
|
|
|
Financial leasing |
|
|
|
|
|
|
|
Hardware |
31,687 |
(17,486) |
14,201 |
|
58,703 |
(28,373) |
30,330 |
Buildings |
34,447 |
(14,586) |
19,861 |
|
34,447 |
(13,784) |
20,663 |
|
66,134 |
(32,072) |
34,062 |
|
93,150 |
(42,157) |
50,993 |
Total |
9,466,685 |
(3,508,391) |
5,958,294 |
|
9,126,943 |
(3,310,189) |
5,816,754 |
Page 67
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
16. Property and equipment -- Continued
b) Consolidated:
|
Balance as of: |
|
|
|
|
Balance as of: |
|
12.31.2012 |
Additions |
Depreciation |
Disposals |
Transfers |
09.30.2013 |
|
|
|
|
|
|
|
Land |
1,264,764 |
160,884 |
- |
(4,912) |
(26,907) |
1,393,829 |
Buildings |
2,056,430 |
13,488 |
(49,836) |
(167) |
8,340 |
2,028,225 |
Leasehold improvements |
2,243,860 |
252,766 |
(126,322) |
(2,418) |
268,654 |
2,636,540 |
Machinery and equipment |
1,107,678 |
256,325 |
(171,972) |
(34,821) |
99,855 |
1,257,065 |
Installations |
285,334 |
31,835 |
(22,987) |
(7) |
10,125 |
304,300 |
Furniture and fixtures |
494,371 |
92,050 |
(47,428) |
(2,123) |
(46,253) |
490,617 |
Vehicles |
229,790 |
10,268 |
(15,270) |
(31,465) |
(13,878) |
179,445 |
Construction in progress |
204,631 |
300,331 |
- |
(197) |
(321,458) |
183,307 |
Other |
79,528 |
23,150 |
(16,432) |
(79) |
(6,627) |
79,540 |
|
7,966,386 |
1,141,067 |
(450,247) |
(76,189) |
(28,149) |
8,552,868 |
|
|
|
|
|
|
|
Financial leasing |
|
|
|
|
|
|
IT equipment |
23,220 |
- |
(2,174) |
- |
(559) |
20,487 |
Hardware |
79,256 |
- |
(22,998) |
(7,112) |
1,469 |
50,615 |
Installations |
1,045 |
- |
(72) |
- |
(35) |
938 |
Furniture and fixtures |
8,736 |
- |
(777) |
(3) |
59 |
8,015 |
Vehicles |
10,255 |
- |
- |
(6,348) |
(1,627) |
2,280 |
Buildings |
25,600 |
- |
(1,092) |
- |
- |
24,508 |
|
148,112 |
- |
(27,113) |
(13,463) |
(693) |
106,843 |
Total property and equipment |
8,114,498 |
1,141,067 |
(477,360) |
(89,652) |
(28,842) |
8,659,711 |
The column transfers are mainly impacted by: (i) the acquisition of intangible assets that remain in progress until capitalization; and (ii) transfer of property in the amount of R$26,359 relating to the assets of the stores to be sold, see note 1 f).
|
Balances as of 09.30.2013 |
|
Balances as of 12.31.2012 | ||||
|
Cost |
Accumulated depreciation |
Net |
|
Cost |
Accumulated depreciation |
Net |
Land |
1,393,829 |
- |
1,393,829 |
|
1,264,764 |
- |
1,264,764 |
Buildings |
2,917,034 |
(888,809) |
2,028,225 |
|
2,906,108 |
(849,678) |
2,056,430 |
Leasehold improvements |
4,199,893 |
(1,563,353) |
2,636,540 |
|
3,698,557 |
(1,454,697) |
2,243,860 |
Machinery and equipment |
2,547,689 |
(1,290,624) |
1,257,065 |
|
2,243,454 |
(1,135,776) |
1,107,678 |
Installations |
602,977 |
(298,677) |
304,300 |
|
567,033 |
(281,699) |
285,334 |
Furniture and fixtures |
983,139 |
(492,522) |
490,617 |
|
981,198 |
(486,827) |
494,371 |
Vehicles |
246,468 |
(67,023) |
179,445 |
|
300,629 |
(70,839) |
229,790 |
Construction in progress |
183,307 |
- |
183,307 |
|
204,631 |
- |
204,631 |
Other |
167,800 |
(88,260) |
79,540 |
|
152,264 |
(72,736) |
79,528 |
|
13,242,136 |
(4,689,268) |
8,552,868 |
|
12,318,638 |
(4,352,252) |
7,966,386 |
|
|
|
|
|
|
|
|
Financial leasing |
|
|
|
|
|
|
|
IT equipment |
36,502 |
(16,015) |
20,487 |
|
37,051 |
(13,831) |
23,220 |
Hardware |
185,690 |
(135,075) |
50,615 |
|
152,194 |
(72,938) |
79,256 |
Installations |
1,858 |
(920) |
938 |
|
1,859 |
(814) |
1,045 |
Furniture and fixtures |
15,159 |
(7,144) |
8,015 |
|
14,897 |
(6,161) |
8,736 |
Vehicles |
3,540 |
(1,260) |
2,280 |
|
12,800 |
(2,545) |
10,255 |
Buildings |
43,403 |
(18,895) |
24,508 |
|
43,401 |
(17,801) |
25,600 |
|
286,152 |
(179,309) |
106,843 |
|
262,202 |
(114,090) |
148,112 |
Total property and equipment |
13,528,288 |
(4,868,577) |
8,659,711 |
|
12,580,840 |
(4,466,342) |
8,114,498 |
Page 68
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
16. Property and equipment -- Continued
c) Guarantees
At September 30, 2013 and December 31, 2012, the Company and its subsidiaries had collateralized property and equipment items for some legal claims, as disclosed in note 24 (h).
d) Capitalized borrowing costs
The amount of the borrowing costs for the nine-month period ended of September 30, 2013 was R$17,285 (R$12,749 at September 30, 2012). The rate used to determine the borrowing costs eligible for capitalization was 105.00% of CDI, corresponding to the effective interest rate of the Company’s borrowings.
e) Additions in the property and equipment
|
Parent Company |
|
Consolidated | ||||
|
09.30.2013 |
|
09.30.2012 |
|
09.30.2013 |
|
09.30.2012 |
|
|
|
|
|
|
|
|
Additions (i) |
453,513 |
|
617,044 |
|
1,141,067 |
|
953,444 |
Financial lease (ii) |
- |
|
- |
|
- |
|
(3,177) |
Capitalized interest |
(12,028) |
|
(11,855) |
|
(17,285) |
|
(12,749) |
ICMS – recoverable from property and equipment |
- |
|
(76,139) |
|
- |
|
(99,772) |
Real estate financing - Adictions (ii) |
(66,251) |
|
- |
|
(121,945) |
|
- |
Real estate financing - Payments (ii) |
115,939 |
|
- |
|
156,134 |
|
- |
Total |
491,173 |
|
529,050 |
|
1,157,971 |
|
837,746 |
(i) The additions made by the Company relate to the purchase of operating assets, acquisition of land and buildings to expand activities, building of new stores, improvements of existing distribution centers and stores and investments in equipment and information technology.
(ii) In the statements of cash flows it was decreased from assets additions made in the nine-month period ended of September 30, 2013, totaling R$37,660 (R$87,994 at September 30, 2012), in parent company and R$16,904 (R$115,698 at September 30, 2012), in consolidated, referring the acquisitions of property and equipment through finance leases, as they did not involve cash disbursement on the date of acquisition.
f) Other information
At September 30, 2013, the Company and its subsidiaries recorded in the cost of goods sold and services rendered amount of R$27,437 (R$25,013 at September 30, 2012) parent company and R$57,172 (R$61,938 at September 30, 2012) consolidated referring to the depreciation of its fleet of trucks, equipment, buildings and installations related to the distribution centers.
The Company has not identified evidence on the items of its property and equipment which require separate provision for impairment of the book value at September 30, 2013.
Page 69
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
17. Intangible assets
a) Parent company:
|
Balance as of: |
|
|
|
|
Balance as of: |
|
12.31.2012 |
Additions |
Amortization |
Disposals |
Transfers |
09.30.2013 |
|
|
|
|
|
|
|
Goodwill - home appliance |
183,781 |
- |
- |
- |
(8,854) |
174,927 |
Goodwill – retail |
355,412 |
- |
- |
- |
- |
355,412 |
Commercial rights – retail (e) |
34,902 |
6,610 |
- |
- |
- |
41,512 |
Software and implantation (h) |
534,021 |
78,629 |
(57,731) |
(7) |
(5) |
557,907 |
|
1,108,116 |
85,239 |
(57,731) |
(7) |
(8,859) |
1,126,758 |
|
Balances as of 09.30.2013 |
|
Balances as of 12.31.2012 | ||||
|
Cost |
Accumulated amortization |
Net |
|
Cost |
Accumulated amortization |
Net |
|
|
|
|
|
|
|
|
Goodwill - home appliance |
174,927 |
- |
174,927 |
|
183,781 |
- |
183,781 |
Goodwill – retail |
1,073,990 |
(718,578) |
355,412 |
|
1,073,990 |
(718,578) |
355,412 |
Commercial rights – retail (e) |
41,512 |
- |
41,512 |
|
34,902 |
- |
34,902 |
Software and implantation (h) |
902,031 |
(347,124) |
554,907 |
|
823,449 |
(289,428) |
534,021 |
|
2,192,460 |
(1,065,702) |
1,126,758 |
|
2,116,122 |
(1,008,006) |
1,108,116 |
b) Consolidated:
|
Balance as of: |
|
|
|
|
Balance as of: |
|
12.31.2012 |
Additions |
Amortization |
Disposals |
Transfers |
09.30.2013 |
|
|
|
|
|
|
|
Goodwill – cash and carry |
361,567 |
- |
- |
- |
- |
361,567 |
Goodwill – home appliance |
296,607 |
- |
- |
- |
(8,853) |
287,754 |
Goodwill – retail |
746,965 |
- |
- |
- |
- |
746,965 |
Brand– cash and carry (d) |
38,639 |
- |
- |
- |
- |
38,639 |
Brand– home appliance (d) |
2,015,259 |
- |
- |
- |
- |
2,015,259 |
Commercial rights – home appliance (e) |
608,297 |
- |
(5,799) |
- |
(16,843) |
585,655 |
Commercial rights – retail (e) |
34,902 |
6,609 |
|
- |
- |
41,511 |
Commercial rights - cash and carry (e) |
10,000 |
18,842 |
|
- |
- |
28,842 |
Customer relationship – home appliance (i) |
12,280 |
- |
(4,712) |
- |
- |
7,568 |
Advantageous furniture supply agreement – Bartira (f) |
61,194 |
- |
(55,302) |
- |
- |
5,892 |
Lease agreement –stores under advantageous condition – NCB (g) |
149,138 |
- |
(35,041) |
- |
- |
114,097 |
Software (h) |
640,708 |
131,113 |
(69,961) |
(8) |
(49) |
701,803 |
Total Intangible |
4,975,556 |
156,564 |
(170,815) |
(8) |
(25,745) |
4,935,552 |
The column Transfer is impacted by the amount of R$25,696 on the goodwill and commercial rights home appliance, respectively, of the stores to be sold, see note 1 f).
Page 70
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
17. Intangible assets -- Continued
b) Consolidated -- Continued
|
Balances as of 09.30.2013 |
|
Balances as of 12.31.2012 | ||||
|
Cost |
Accumulated amortization |
Net |
|
Cost |
Accumulated amortization |
Net |
|
|
|
|
|
|
|
|
Goodwill – cash and carry |
371,008 |
(9,441) |
361,567 |
|
371,008 |
(9,441) |
361,567 |
Goodwill – home appliance |
287,754 |
- |
287,754 |
|
296,607 |
- |
296,607 |
Goodwill – retail |
1,848,402 |
(1,101,437) |
746,965 |
|
1,848,402 |
(1,101,437) |
746,965 |
Brand– cash and carry (d) |
38,639 |
- |
38,639 |
|
38,639 |
- |
38,639 |
Brand – home appliance (d) |
2,015,259 |
- |
2,015,259 |
|
2,015,259 |
- |
2,015,259 |
Commercial rights – home appliance (e) |
642,344 |
(56,689) |
585,655 |
|
663,565 |
(55,268) |
608,297 |
Commercial rights – retail (e) |
41,511 |
- |
41,511 |
|
34,902 |
- |
34,902 |
Commercial rights - cash and carry (e) |
28,842 |
- |
28,842 |
|
10,000 |
- |
10,000 |
Customer relationship– home appliance |
34,267 |
(26,699) |
7,568 |
|
34,268 |
(21,988) |
12,280 |
Advantageous furniture supply agreement – Bartira (f) |
221,216 |
(215,324) |
5,892 |
|
221,214 |
(160,020) |
61,194 |
Lease agreement –stores under advantageous condition – NCB (g) |
256,103 |
(142,006) |
114,097 |
|
256,104 |
(106,966) |
149,138 |
Software (h) |
1,133,823 |
(432,020) |
701,803 |
|
1,003,604 |
(362,896) |
640,708 |
Total Intangible |
6,919,168 |
1,983,616 |
4,935,552 |
|
6,793,572 |
(1,818,016) |
4,975,556 |
c) Impairment testing of goodwill and intangible assets
The goodwill and intangible assets are annually tested for impairment as of December 31, 2012 according to the method described in note 4 - Significant accounting policies, in the financial statements of December 31, 2012, released on February 19, 2013.
As a result of the impairment tests conducted in 2011, and because no evidence of nonrecovery in September 30, 2013, the Company did not recognize losses for impairment. For the year ending December 31, 2013, Company’s Management will perform impairment tests for all goodwill and intangible assets recognized until this date.
d) Tradenames
The cash and carry tradename refers to “ASSAI” and the home appliances tradenames refer to “PONTO FRIO” and “CASAS BAHIA”. These tradenames were recorded during the business combinations made with the companies that owned the rights over the tradenames.
The value was subject to impairment tests through the income approach – Relief from Royalty, which consists of determining the value of an asset by measuring the present value of future benefits. Given the indefinite useful life of the tradename, we consider a perpetual growth of 2.5% in the preparation of the discounted cash flow. The royalty rate used was 0.9%.
e) Commercial rights
The funds were allocated to the Cash Generating Units - CGUs. The CGUs were tested with assets recoverability through the discounted cash flow as of December 31, 2012 and adjustments have not been identified.
Page 71
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
17. Intangible assets -- Continued
f) Advantageous supply agreement – Bartira
The Via Varejo has exclusive supply contract with Bartira. This contract present advantageous condition in the acquisition of furniture for resale, compared the margins established in the sector. The amount was recorded at the combination of business and has been established for information on comparable transactions in the market, refined methodology "Income Approach".
The useful life of that asset was defined as three years, ending during the year 2013. This intangible were submitted to impairment test according to the same calculation criteria used in goodwill, a provision for impairment is not necessary.
g) Advantageous lease agreement – NCB
Refers to properties from Casa Bahia, comprised of stores, distribution centers and buildings, which are subject to operating leases on advantageous terms held by NCB. Its measurement was performed by information on comparable transactions in the market, applied the methodology "Income Approach". The assets were recognized because of the business combination between the Company and Casa Bahia.
The useful life was defined as 10 years in accordance with the contract of association. This intangible underwent recovery test using the same criteria calculation performed for goodwill on investments, it is not necessary to record a provision for impairment.
h) Other intangible assets
Software was tested for impairment according to the same criteria used for property and equipment.
Other intangible assets, whose useful lives are indefinite, were tested for impairment according to the same calculation criteria used for goodwill on investments, and it is not necessary to record a provision for impairment.
i) Intangible assets with definite useful life
Advantageous lease agreements for stores and buildings (10 years), advantageous furniture supply agreement (3 years) and customer relationships (5 to 7 years).
j) Additions in the intangible assets
|
Parent Company |
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
09.30.2013 |
09.30.2012 |
|
|
|
| |
Additions |
85,239 |
3,531 |
156,564 |
47,405 |
Others accounts payable (i) |
(17,000) |
- |
(17,000) |
- |
Total |
68,239 |
3,531 |
139,565 |
47,405 |
|
|
|
|
(i) In the statements of cash flows it was decreased from intangible assets additions made in the nine-month period ended of September 30, 2013, totaling R$17,000 in the parent company and consolidated, referring the acquisitions of software through finance leases, as they did not involve cash disbursement on the date of acquisition.
Page 72
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
18. Supliers
|
Parent Company |
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
09.30.2013 |
12.31.2012 |
|
|
|
|
|
Merchandise suppliers |
2,029,954 |
2,651,364 |
5,864,258 |
6,312,899 |
Service suppliers |
90,054 |
140,033 |
284,295 |
455,420 |
Commercial agreements (a) |
(305,216) |
(434,018) |
(469,722) |
(562,886) |
Other suppliers |
- |
- |
13,558 |
55,601 |
Present value adjustment |
- |
- |
(10,183) |
(20,678) |
|
1,814,792 |
2,357,379 |
5,681,576 |
6,240,356 |
|
|
|
|
|
a) It includes bonuses and discounts obtained from suppliers. These amounts are established in agreements and include amounts for discounts on purchase volumes, joint marketing programs, freight reimbursements, and other similar programs. The receipt of these receivables is by offsetting the amounts payable to suppliers.
19. Loans and financings
a) Debt breakdown
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Debentures (i) |
|
|
|
|
|
Debentures |
1,094,493 |
554,918 |
|
1,110,013 |
674,003 |
Swap contracts (c). (g) |
- |
(206) |
|
- |
(206) |
Funding cost |
(5,186) |
(4,756) |
|
(5,784) |
(5,353) |
|
1,089,307 |
549,956 |
|
1,104,229 |
668,444 |
Local currency |
|
|
|
|
|
BNDES (e) |
90,597 |
90,863 |
|
108,458 |
113,236 |
IBM |
- |
- |
|
21,330 |
5,100 |
Working capital (c) |
746,923 |
154,896 |
|
769,198 |
155,196 |
Direct consumer credit – CDCI (c) (d) |
- |
- |
|
2,520,835 |
2,498,997 |
Financial leasing (note 25) |
31,404 |
66,863 |
|
47,910 |
83,054 |
Swap contracts (c) (g) |
(22,831) |
(11,210) |
|
(22,831) |
(11,210) |
Funding cost |
(4,428) |
(5,983) |
|
(6,122) |
(7,290) |
|
841,665 |
295,429 |
|
3,438,778 |
2,837,083 |
Foreign currency |
|
|
|
|
|
Working capital (c) |
225,997 |
592,470 |
|
277,134 |
723,140 |
Swap contracts (c) (g) |
(60,887) |
(18,874) |
|
(71,574) |
(17,387) |
Funding cost |
- |
(129) |
|
- |
(130) |
|
165,110 |
573,467 |
|
205,560 |
705,623 |
Total current |
2,096,082 |
1,418,852 |
|
4,748,567 |
4,211,150 |
Page 73
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
19. Loans and financings -- Continued
a) Debt breakdown -- Continued
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Debentures (i) |
|
|
|
|
|
Debentures |
2,100,000 |
2,948,000 |
|
2,900,000 |
3,748,000 |
Funding cost |
(2,369) |
(5,889) |
|
(2,680) |
(6,647) |
|
2,097,631 |
2,942,111 |
|
2,897,320 |
3,741,353 |
Local currency |
|
|
|
|
|
BNDES (e) |
201,818 |
269,090 |
|
215,015 |
283,141 |
IBM |
- |
- |
|
95,821 |
- |
Working capital (c) |
922,289 |
1,435,568 |
|
1,292,289 |
1,806,566 |
Direct consumer credit – CDCI (c) (d) |
- |
- |
|
120,107 |
130,338 |
Financial leasing (note 25) |
129,993 |
138,066 |
|
140,997 |
162,537 |
Swap contracts (c). (g) |
(13,211) |
(35,221) |
|
(13,211) |
(35,221) |
Funding cost |
(4,793) |
(6,914) |
|
(6,803) |
(8,172) |
|
1,236,096 |
1,800,589 |
|
1,844,215 |
2,339,189 |
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
Working capital (c) |
- |
211,092 |
|
- |
258,811 |
Swap contracts (c). (g) |
- |
(50,456) |
|
- |
(58,249) |
|
- |
160,636 |
|
- |
200,562 |
|
|
|
|
|
|
Total noncurrent |
3,333,727 |
4,903,336 |
|
4,741,535 |
6,281,104 |
b) Maturity schedule of loans and borrowings recorded in noncurrent liabilities.
Year |
Parent Company |
|
Consolidated |
2014 |
227,834 |
|
664,659 |
2015 |
2,566,852 |
|
3,469,901 |
2016 |
115,585 |
|
139,599 |
After 2016 |
430,618 |
|
476,859 |
Subtotal |
3,340,889 |
|
4,751,018 |
|
|
|
|
Funding cost |
(7,162) |
|
(9,483) |
|
|
|
|
Total |
3,333,727 |
|
4,741,535 |
Page 74
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
19. Loans and financings -- Continued
c) Financing of working capital, swap and direct consumer credit - CDCI
|
|
Parent Company |
|
Consolidated | ||
Debt |
Rate* |
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Local currency |
|
|
|
|
|
|
Banco do Brasil |
11.82% per year |
540,718 |
524,175 |
|
540,718 |
524,175 |
Banco do Brasil |
106.11% of CDI |
750,989 |
710,074 |
|
2,442,560 |
1,997,047 |
Bradesco |
112.00% of CDI |
- |
- |
|
354,153 |
887,730 |
Safra |
106.25% of CDI |
377,505 |
356,215 |
|
377,506 |
356,215 |
Safra |
CDI + 0.85 per year |
- |
- |
|
987,492 |
825,930 |
|
|
1,669,212 |
1,590,464 |
|
4,702,429 |
4,591,097 |
Current |
|
746,923 |
154,896 |
|
3,290,033 |
2,654,193 |
Noncurrent |
|
922,289 |
1,435,568 |
|
1,412,396 |
1,963,904 |
|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
Citibank |
(Libor + 1.45%) per year |
- |
- |
|
51,137 |
48,121 |
Itaú BBA |
US$ + 3.47% per year |
225,997 |
597,583 |
|
225,997 |
597,583 |
Santander |
US$ + 4.49% per year |
- |
1,936 |
|
- |
132,204 |
HSBC |
US$ + 2.40% per year |
- |
204,043 |
|
- |
204,043 |
|
|
225,997 |
803,562 |
|
277,134 |
981,951 |
Current |
|
225,997 |
592,470 |
|
277,134 |
723,140 |
Noncurrent |
|
- |
211,092 |
|
- |
258,811 |
|
|
|
|
|
|
|
Swap contracts |
|
|
|
|
|
|
Citibank |
105.00% of CDI |
- |
- |
|
(10,687) |
(7,145) |
Itaú BBA |
100.00% of CDI |
(60,886) |
(34,067) |
|
(60,886) |
(34,067) |
Banco do Brasil |
102.65%of CDI |
(36,043) |
(46,432) |
|
(36,043) |
(46,432) |
Santander |
110.70% of CDI |
- |
- |
|
- |
839 |
Unibanco |
104.96% of CDI |
- |
(206) |
|
- |
(206) |
HSBC |
99.00% of CDI |
- |
(35,262) |
|
- |
(35,262) |
|
|
(96,929) |
(115,967) |
|
(107,616) |
(122,273) |
Current |
|
(83,718) |
(30,290) |
|
(94,405) |
(28,803) |
Noncurrent |
|
(13,211) |
(85,677) |
|
(13,211) |
(93,470) |
|
|
|
|
|
|
|
|
|
1,798,280 |
2,278,059 |
|
4,871,947 |
5,450,775 |
* Weighted average rate per year.
The resources for financing working capital are raised from local financial institutions denominated in foreign or local currency.
d) Direct consumer credit - CDCI
The operations of the consumer finance intervention correspond to the financing activities of installment sales to customers by means of a financial institution. Sales can be paid in up to 24 months, however, are substantially less than 12 months. The average financial charges are charged 110.1% of the CDI (111.40% in December 31, 2013). In these contracts, the Company retains substantially all the risks and benefits related to loans financed, guaranteed by assignment of receivables.
Page 75
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
19. Loans and financings -- Continued
e) BNDES
|
|
|
|
Parent Company |
|
Consolidated | ||
Annual financial charges |
Number of monthly installments |
Issue date |
Maturity |
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
|
|
|
3% per year |
15 |
Sep/13 |
Apr/23 |
- |
- |
|
2,699 |
- |
3% per year |
15 |
Sep/13 |
Mai/23 |
- |
- |
|
1,088 |
- |
3.0% |
96 |
Aug/13 |
Jul/23 |
- |
- |
|
953 |
- |
TJLP + 2.3% |
48 |
Jun/08 |
Jun/13 |
- |
- |
|
- |
1,376 |
4.5% per year |
24 |
Sep/09 |
Nov/14 |
- |
- |
|
16 |
26 |
TJLP + 3.6% |
60 |
Jul/10 |
Dec/16 |
266,550 |
328,120 |
|
266,550 |
328,120 |
4.5% per year |
60 |
Feb/11 |
Dec/16 |
25,865 |
31,833 |
|
25,865 |
31,833 |
TJLP + 1.9% |
30 |
May/11 |
Jun/14 |
- |
- |
|
8,463 |
16,930 |
TJLP + 1.9% per year + 1% per year |
30 |
May/11 |
Jun/14 |
- |
- |
|
3,629 |
7,258 |
TJLP + 3.5% per year + 1% per year |
30 |
May/11 |
Jun/14 |
- |
- |
|
3,026 |
6,052 |
TJLP + 2.5% per year |
24 |
Sep/12 |
Aug/15 |
- |
- |
|
4,869 |
4,782 |
2.5% per year |
96 |
Jun/13 |
Jan/13 |
- |
- |
|
6,315 |
- |
|
|
|
|
292,415 |
359,953 |
|
323,473 |
396,377 |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
90,597 |
90,863 |
|
108,458 |
113,236 |
Noncurrent |
|
|
|
201,818 |
269,090 |
|
215,015 |
283,141 |
The credit line agreements denominated in Brazilian local currency with the Brazilian Development Bank (BNDES) are subject to the indexation based on the long-term interest rate - TJLP, plus remuneration rates and the funding cost, to reflect the BNDES’ funding portfolio. Financing is paid in monthly installments after a grace period, as mentioned in the table above.
The Company cannot offer any assets as collateral for loans to other parties without the BNDES’ prior consent and it must comply with certain financial debt covenants, calculated based on the consolidated balance sheet, as follows: (i) maintenance of a capitalization ratio (equity/total assets) equal to or greater than 0.30 and (ii) EBITDA/net debt equal to or greater than 0.35. The Company controls and monitors these ratios.
At September 30, 2013, the Company was in compliance with the aforementioned clauses.
f) Guarantees
The Company signed promissory notes and letters of guarantee as collateral to the loans and financings obtained from BNDES and IBM at the amount of R$115.000.
g) Swap contracts
The Company uses swap operations to exchange liabilities denominated in U.S. dollars and fixed interest rates for Real pegged to CDI floating interest rates. The Company contracts swap operations with the same counterparty, currency and interest rate. All these transactions are classified as hedge accounting, as disclosed in note 20. The CDI annual benchmark rate at September 30, 2013 was 7.41% (8.40% at December 31, 2012). On September 30, 2013, GPA was compliant in relation to these indices.
Page 76
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
19. Loans and financings - Continued
h) Debentures
|
|
|
Date |
|
Parent Company |
|
Consolidated | |||||
|
Type |
Issue value |
Outstanding debentures |
Issue |
Maturity |
Annual financial charges |
Unit price |
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
|
|
|
|
|
|
|
|
|
|
6th Issue – 1st Series - GPA |
No preference |
540,000 |
54,000 |
03/01/07 |
03/01/13 |
CDI + 0.5% |
- |
- |
184,278 |
|
- |
184,278 |
6th Issue – 2ndSeries - GPA |
No preference |
239,650 |
23,965 |
03/01/07 |
03/01/13 |
CDI + 0.5% |
- |
- |
81,782 |
|
- |
81,782 |
6th issue – 1st and 2nd Series – GPA |
Interest rate swap |
779,650 |
- |
03/01/07 |
03/01/13 |
104.96% CDI |
- |
- |
(206) |
|
- |
(206) |
8th Issue – Single series - GPA |
No preference |
500,000 |
500 |
12/15/09 |
12/15/14 |
109.50% of CDI |
616 |
307,848 |
401,042 |
|
307,848 |
401,042 |
9th Issue – Single series – GPA |
No preference |
610,000 |
610 |
01/05/11 |
01/05/14 |
107.70% of CDI |
1,301 |
793,357 |
748,000 |
|
793,357 |
748,000 |
10th Issue – Single series- GPA |
No preference |
800,000 |
80,000 |
12/29/11 |
06/29/15 |
108.50% of CDI |
11 |
848,615 |
873,669 |
|
848,615 |
873,669 |
11 st Issue – Single series- GPA |
No preference |
1,200,000 |
120,000 |
05/02/12 |
11/02/15 |
CDI + 1% |
10 |
1,244,673 |
1,214,147 |
|
1,244,673 |
1,214,147 |
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
3rd Issue – 1st Series – Via Varejo |
No preference |
400,000 |
40,000 |
02/17/12 |
07/30/15 |
CDI + 1% |
10 |
- |
- |
|
406,424 |
413,624 |
1st Issue – Single series – Nova Pontocom |
No preference |
100,104 |
100,000 |
04/25/12 |
04/25/13 |
105.35% of CDI |
- |
- |
- |
|
- |
105,461 |
1st Issue – 1st Series – NCB |
No preference |
200,000 |
20,000 |
06/29/12 |
12/29/14 |
CDI +0.72% |
10 |
- |
- |
|
204,548 |
200,000 |
1st Issue – 2nd Series – NCB |
No preference |
200,000 |
20,000 |
06/29/12 |
01/29/15 |
CDI + 0.72% |
10 |
- |
- |
|
204,548 |
200,000 |
Funding fees |
|
|
|
|
|
|
|
(7,555) |
(10,645) |
|
(8,464) |
(12,000) |
|
|
|
|
|
|
|
|
3,186,938 |
3,492,067 |
|
4,001,549 |
4,409,797 |
Current |
|
|
|
|
|
|
|
1,089,307 |
549,956 |
|
1,104,229 |
668,444 |
Noncurrent |
|
|
|
|
|
|
|
2,097,631 |
2,942,111 |
|
2,897,320 |
3,741,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 77
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
19. Loans and financings - Continued
h) Debentures -- Continued
(i) Breakdown of outstanding debentures
|
|
Number of debentures |
|
Amount |
|
|
|
|
|
At 12.31.2012 |
|
459,075 |
|
4,409,797 |
|
|
|
|
|
Interest accrued and swap |
|
- |
|
250,996 |
Amortization |
|
(177,965) |
|
(659,244) |
At 09.30.2013 |
|
281,110 |
|
4,001,549 |
GPA uses the issue of debentures to strengthen its working capital, maintain its cash strategy, lengthen its debt profile and make investments. The debentures issued are unsecured and not convertible into shares, except for the debentures issued by the subsidiaries, which are guaranteed by the Company.
These debentures are amortized according to the issue. The methods of amortization are as follows: (i) payment only at maturity (including all series of Nova Pontocom and the 9th issue of CBD), (ii) payment only at maturity with annual remuneration (10th issue of CBD), (iii) payment only at maturity with semiannual remuneration (11th issue of GPA, 3rd issue of Via Varejo and 1st issue of NCB) incorporated by Via Varejo, (iv) annual installments (6th series of CBD) and semiannual payments as of the 4th anniversary of the issue, and (v) semiannual payments and remuneration as of the third anniversary of the issue (8th issue of CBD).
The 8th, 9th, 10th and 11th issues are entitled to early redemption, at any time, in accordance with the conditions established in the issue. The 6th and 3rd issues of Via Varejo can only be redeemed after 18 months. NCB, incorporated by Via Varejo, and Nova Pontocom issues are not eligible for early redemption.
GPA is required to maintain certain debt financial covenants in connection with the issues made, except in the case of Nova Pontocom. These ratios are calculated based on consolidated interim financial information of the Company prepared in accordance with accounting practices adopted in Brazil, in the respective issuing of Company as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity, and (ii) consolidated net debt / EBITDA ratio lower than or equal to 3.25 (effective on September 30, 2013 was 0.53). At September 30, 2013, GPA was in compliance with these ratios.
Page 78
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments
The Company uses financial instruments only for protecting identified risks, limited to 100% of the risks. Derivative transactions have the sole purpose of reducing the exposure to the interest rate and foreign currency fluctuations and maintaining a balanced capital structure.
The main financial instruments and their amounts recorded in the interim financial information, by category, are as follows:
|
Parent Company | |||
|
Carrying amount |
Fair value | ||
|
09.30.2013 |
12.31.2012 |
09.30.2013 |
12.31.2012 |
|
|
|
|
|
Financial assets: |
|
|
|
|
Loans and receivables (including cash) |
|
|
|
|
Cash and cash equivalents |
1,286,277 |
2,890,331 |
1,286,277 |
2,890,331 |
Accounts receivable |
273,061 |
539,523 |
273,061 |
539,523 |
Related parties, assets (*) |
608,487 |
1,538,567 |
608,487 |
1,538,567 |
Financial liabilities: |
|
|
|
|
Amortized cost |
|
|
|
|
Related parties, liabilities (*) |
(2,114,632) |
(2,246,087) |
(2,114,632) |
(2,246,087) |
Trade accounts payable |
(1,814,792) |
(2,357,379) |
(1,814,792) |
(2,357,379) |
Debentures |
(3,186,938) |
(3,492,067) |
(3,185,088) |
(3,495,985) |
Loans and financing |
(1,581,537) |
(1,631,170) |
(1,665,413) |
(1,723,551) |
Accounting for hedging – fair value through income |
|
|
|
|
Loans and financing |
(661,334) |
(1,198,951) |
(661,334) |
(1,198,951) |
Net exposure |
(7,191,408) |
(5,957,233) |
(7,273,434) |
(6,053,532) |
|
Consolidated | |||
|
Carrying amount |
Fair value | ||
|
09.30.2013 |
12.31.2012 |
09.30.2013 |
12.31.2012 |
|
|
|
|
|
Financial assets: |
|
|
|
|
Loans and receivables (including cash) |
|
|
|
|
Cash and cash equivalents |
4,780,019 |
7,086,251 |
4,780,019 |
7,086,251 |
Financial investments measured at fair value |
23,270 |
- |
23,270 |
- |
Accounts receivable |
3,266,307 |
3,532,452 |
3,307,411 |
3,532,452 |
Related parties, assets (*) |
200,159 |
178,420 |
200,159 |
178,420 |
Accounting for hedging – fair value through income |
|
|
|
|
Option to put/call |
362,279 |
359,057 |
362,279 |
359,057 |
Financial liabilities: |
|
|
|
|
Amortized cost |
|
|
|
|
Related parties, liabilities (*) |
(34,870) |
(80,399) |
(34,870) |
(80,399) |
Trade accounts payable |
(5,681,576) |
(6,240,356) |
(5,681,576) |
(6,240,356) |
Debentures |
(4,001,549) |
(4,409,797) |
(4,002,048) |
(4,409,797) |
Loans and financing |
(4,788,327) |
(4,342,993) |
(4,918,907) |
(4,342,993) |
Accounting for hedging – fair value through income |
|
|
|
|
Loans and financings |
(700,226) |
(1,739,464) |
(700,226) |
(1,739,464) |
Net exposure |
(6,574,514) |
(5,656,829) |
(6,664,489) |
(5,656,829) |
(*) Transactions with related parties refer mainly to transactions between the Company and its subsidiaries and other related entities and were substantially accounted for in accordance with the prices, terms and conditions agreed between the parties.
Page 79
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
The fair value of other financial instruments described in note 20 (b) allows an approximation of the carrying amount based on the existing payment conditions. The hierarchy classification of assets and liabilities at fair value is described in note 20 (c).
a) Considerations on risk factors that may affect the business of the Company and its subsidiaries
The Company adopts risk control policies and procedures, as outlined below:
(i) Credit risk
· Cash and cash equivalents: in order to minimize credit risk of these investments, the Company adopts policies restricting the marketable securities to be allocated to a single financial institution, also taking into consideration monetary limits and financial institution evaluations, which are frequently updated (see note 7).
· Accounts receivable: the Company sells directly to individual customers through post-dated checks, in a very small portion of sales, 0.05% in the nine-month period ended of September 30, 2013 (0.10% at December 31, 2012).
· The Company also has counterparty risk related to the derivative instruments; such risk is mitigated by the Company’s policy of carrying out transactions with major financial institutions.
· Financed sales (CDCI): sales are made through operating agreements (credit lines) with banks Bradesco, Safra and Banco do Brasil for granting loans to their customers, through intervention with their financial institutions, with the aim of enabling and encouraging the sale of goods in their commercial establishments. In this modality of sale, the subsidiary has ultimate responsibility for the settlement of the loans and the credit risk of the operation.
(ii) Interest rate risk
The Company and its subsidiaries raise loans and financing with major financial institutions for cash needs for investments and growth. As a result, the Company and its subsidiaries are exposed to relevant interest rates fluctuation risk, especially in view of derivatives liabilities (foreign currency exposure hedge) and CDI-pegged debt. The balance of cash and cash equivalents, indexed to CDI, partially offsets this effect.
Page 80
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
(iii) Exchange rate risk
The Company and its subsidiaries are exposed to exchange rate fluctuations, which may increase outstanding balances of foreign currency-denominated loans. The Company and its subsidiaries use derivatives, such as swaps, with a view to mitigating the exchange exposure risk, transforming the cost of debt into currency and domestic interest rates.
(iv) Capital risk management
The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, so that to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.
There were no changes as to objectives, policies or processes during the nine-month period ended at September 30, 2013.
|
|
Parent Company |
|
Consolidated | ||
|
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Loans and financings |
|
5,429,809 |
6,322,188 |
|
9,490,102 |
10,492,254 |
(-) Cash and cash equivalents |
|
(1,286,277) |
(2,890,331) |
|
(4,780,019) |
(7,086,251) |
Net debt |
|
4,143,532 |
3,431,857 |
|
4,710,083 |
3,406,003 |
|
|
|
|
|
|
|
Shareholders’ equity |
|
9,029,902 |
8,494,725 |
|
11,652,488 |
11,067,951 |
|
|
|
|
|
|
|
Shareholders’ equity and net debt |
|
13,173,434 |
11,926,582 |
|
16,362,571 |
14,473,954 |
(v) Liquidity management risk
The Company manages liquidity risk through the daily follow-up of cash flows, control of financial assets and liabilities maturities and a close relationship with main financial institutions.
The table below summarizes the aging profile of financial liabilities of the Company on September 30, 2013 and December 31, 2012:
a) Parent Company:
|
Parent Company | |||
|
Up to 1 year |
1 – 5 years |
More than 5 years |
Total |
Loans and financings |
1,129,667 |
1,272,460 |
74,007 |
2,476,134 |
Debentures |
1,224,770 |
2,443,658 |
- |
3,668,428 |
Derivatives |
(82,051) |
(14,156) |
- |
(96,207) |
Leasing |
37,431 |
114,257 |
24,906 |
176,594 |
At 09.30.2013 |
2,309,817 |
3,816,219 |
98,913 |
6,224,949 |
Page 81
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
a) Considerations on risk factors that may affect the business of the Company and its subsidiaries - Continued
(v) Liquidity management risk – Continued
a) Parent Company: -- Continued
|
Parent Company | |||
|
Up to 1 year |
1 – 5 years |
More than 5 years |
Total |
Loans and financings |
888,439 |
2,111,787 |
149,876 |
3,150,102 |
Debentures |
727,053 |
3,323,809 |
- |
4,050,862 |
Derivatives |
(16,219) |
(81,335) |
- |
(97,554) |
Leasing |
54,023 |
121,046 |
44,485 |
219,554 |
At 12.31.2012 |
1,653,296 |
5,475,307 |
194,361 |
7,322,964 |
b) Consolidated:
|
Consolidated | |||
|
Up to 1 year |
1 – 5 years |
More than 5 years |
Total |
Loans and financings |
3,804,233 |
1,928,249 |
77,587 |
5,810,069 |
Debentures |
1,305,218 |
3,313,002 |
- |
4,618,220 |
Derivatives |
(92,248) |
(14,156) |
- |
(106,404) |
Leasing |
38,168 |
117,206 |
29,936 |
185,310 |
At 09.30.2013 |
5,055,371 |
5,344,301 |
107,523 |
10,507,195 |
|
Consolidated | |||
|
Up to 1 year |
1 – 5 years |
More than 5 years |
Total |
Loans and financings |
3,561,872 |
2,669,235 |
149,876 |
6,380,983 |
Debentures |
897,657 |
4,225,743 |
- |
5,123,400 |
Derivatives |
(11,345) |
(87,647) |
- |
(98,992) |
Leasing |
60,304 |
120,781 |
29,936 |
211,021 |
At 12.31.2012 |
5,077,507 |
5,347,876 |
107,523 |
10,532,906 |
(vi) Derivative financial instruments
Certain operations are classified as fair value hedge, whose objective is to hedge against foreign exchange exposure (U.S. dollars) and fixed interest rates, converting the debt into domestic interest rates and currency.
On September 30, 2013 the reference value of these contracts were R$640,000 (R$1,144,050 on December 31, 2012). These operations are usually contracted under the same terms of amounts, maturities and fees, and preferably carried out with the same financial institution, observing the limits set by Management.
Page 82
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
a)Considerations on risk factors that may affect the business of the Company and its subsidiaries - Continued
(vi) Derivative financial instruments – Continued
The Company’s derivatives contracted before December 31, 2008 are measured at fair value through profit or loss, including: (i) “swap” agreements of foreign currency-denominated debts (U.S. dollars), to convert from fixed interest rates and foreign currencies to Brazilian Reais and domestic variable interest rates (CDI). There is no balance at September 30, 2013 (R$259,883 at December 31, 2012) and (ii) are primarily related to debentures, swapping variable domestic interest rates plus fixed interest rates with variable interest rates (CDI).
According to the Company’s treasury policies, swaps cannot be contracted with restrictions (“caps”), margins, as well as return clauses, double index, flexible options or any other types of transactions different from traditional “swap” operations to hedge against debts, including for speculative purposes.
The Company’s internal controls were designed so that to ensure that transactions are conducted in compliance with this treasury policy.
The Company calculates the effectiveness of operations and hedge accounting is applied on inception date and on continuing basis. Hedges designated transactions contracted in the nine-month period ended of September 30, 2013 were effective in relation to the covered risk. For derivative transactions qualified as hedge accounting, according to technical pronouncement CPC 38 (IAS 39), the debt is also adjusted at fair value.
|
|
Consolidated | ||||
|
|
Notional value |
Fair value | |||
|
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Fair value hedge |
|
|
|
|
|
|
Purpose of hedge (debt) |
|
640,000 |
1,144,050 |
|
813,427 |
1,506,413 |
|
|
|
|
|
|
|
Long position (acquired) |
|
|
|
|
|
|
Prefixed rate |
11.82% per year |
377,000 |
377,000 |
|
539,897 |
521,575 |
US$ + fixed |
3.48% per year |
263,000 |
767,050 |
|
278,682 |
996,538 |
|
|
640,000 |
1,144,050 |
|
818,579 |
1,518,113 |
Short position (sold) |
|
|
|
|
|
|
|
CDI 100.55% per year |
(640,000) |
(1,144,050) |
|
(710,965) |
(1,396,045) |
Net hedge position |
|
- |
- |
|
107,614 |
122,068 |
Page 83
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
a) Considerations on risk factors that may affect the business of the Company and its subsidiaries- Continued
(vi) Derivative financial instruments - Continued
|
|
Consolidated | ||||
|
|
Notional value |
Fair value | |||
|
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Swap agreements measured by fair value through statement of income |
|
|
|
|
| |
Long position (acquired) |
|
|
|
|
|
|
CDI + fixed |
100% CDI + 0.05% per year |
- |
259,883 |
|
- |
266,276 |
|
|
- |
259,883 |
|
- |
266,276 |
|
|
|
|
|
|
|
Short position (sold) |
104.96% of CDI |
- |
(259,883) |
|
- |
(266,071) |
Swap net position |
|
|
|
|
|
205 |
|
|
|
|
|
|
|
Total swap net position |
|
- |
- |
|
107,614 |
122,273 |
Realized and unrealized gains and losses over these contracts during the nine-month period ended September 30, 2013 are recorded in the net financial result and balance payable by fair value is R$107,614 (R$122,273 at December 31, 2012) and recorded under “Loans and financings”.
Fair value “hedge” effects through profit or loss for the nine-month period ended September 30, 2013 were a gain of R$33,271 (and loss of R$26,739 at September 30, 2012).
(vii) Fair values of derivative financial instruments
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.
Fair values are calculated by projecting the future cash flows of operations, using the curves of CDI and discounting them to present value, using CDI market rates for swaps both disclosed by BM&FBovespa.
The market value of exchange coupon swaps versus CDI rate was obtained applying market exchange rates effective on the date the interim financial information are drawn up and rates are projected by the market calculated based on currency coupon curves. In order to calculate the coupon of foreign currency indexed-positions, the straight-line convention - 360 consecutive days was adopted and to calculate the coupon of CDI indexed-positions, the exponential convention - 252 business days was adopted.
Page 84
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
b) Sensitivity analysis of financial instruments
The sensitivity analysis, was developed for each type of market risk deemed as relevant by Management, to which the entity is exposed at the closing date of each period.
According to the Management’s assessment, the most probable scenario is what the market has been estimating through market curves (currency and interest rates) of BM&FBovespa, on the maturity dates of each operation. Therefore, in the probable scenario (I), there is no impact on the fair value of financial instruments already mentioned in item (vi) above. For scenarios (II) and (III), for the sensitivity analysis effect, a deterioration of 25% and 50% was taken into account, respectively, on risk variables, up to the maturity date of the financial instruments.
In order to calculate the fair value, debts and “swaps” are measured through rates disclosed in the financial market and projected up to their maturity date. The discount rate calculated through the interpolation method of foreign currency-denominated loans is developed through DDI curves, Clean Coupon and DI x Yen, indexes disclosed by BM&FBovespa (Securities, Commodities and Futures Exchange), and DI curve is used in domestic currency-denominated loans, an index published by CETIP and calculated through the exponential interpolation method.
In case of derivative financial instruments (aiming at hedging the financial debt), changes in scenarios are accompanied by respective hedges, indicating effects are not significant, see item b (ii).
The Company disclosed the net exposure of the derivatives financial instruments, corresponding financial instruments and certain financial instruments in the sensitivity analysis chart below, for each of the scenarios mentioned:
(i) Fair value “hedge” (at maturity dates)
|
|
|
|
Market projection | ||||
Operations |
|
Risk |
|
Scenario I |
|
Scenario II |
|
Scenario III |
|
|
|
|
|
|
|
|
|
Debt at prefixed rate |
|
Rate increase |
|
(593,108) |
|
(593,108) |
|
(593,108) |
Swap (asset position in prefixed rate) |
|
Rate increase |
|
593,205 |
|
593,205 |
|
593,205 |
|
|
Net effect |
|
97 |
|
97 |
|
97 |
|
|
|
|
|
|
|
|
|
“Swap” (liability position in CDI) |
|
CDI decrease |
|
(548,159) |
|
(559,399) |
|
(570,921) |
|
|
|
|
|
|
|
| |
Total net effect |
|
|
|
|
|
(11,240) |
|
(22,762) |
Page 85
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
b) Sensitivity analysis of financial instruments-- Continued
(ii) Derivatives recorded at fair value through profit or loss
|
|
|
|
Market projection | ||||
Operations |
|
Risk |
|
Scenario I |
|
Scenario II |
|
Scenario III |
|
|
|
|
|
|
|
|
|
Debt US$ |
|
US$ increase |
|
(311,369) |
|
(389,212) |
|
(467,054) |
Swap (asset position in US$) |
|
US$ increase |
|
315,876 |
|
394,845 |
|
473,814 |
|
|
Net effect |
|
4,507 |
|
5,633 |
|
6,760 |
|
|
|
|
|
|
|
|
|
Swap (liability position in CDI) |
|
CDI decrease |
|
(254,529) |
|
(257,300) |
|
(260,043) |
|
|
|
|
|
|
|
|
|
Total net effect |
|
|
|
|
|
(1,645) |
|
(3,261) |
(iii) Other financial instruments
|
|
|
|
Market projection | ||
Transactions |
|
Risk |
|
Scenario I |
Scenario II |
Scenario III |
|
|
|
|
|
|
|
Debentures |
|
CDI + 1% |
|
(1,366,615) |
(1,393,989) |
(1,421,363) |
Debentures |
|
108.35% of CDI |
|
(2,296,697) |
(2,342,701) |
(2,388,705) |
Debentures – Via Varejo |
|
100% CDI + 0.9% |
|
(947,457) |
(981,892) |
(1,016,810) |
Bank loan |
|
102.51% of CDI |
|
(1,256,721) |
(1,281,894) |
(1,307,066) |
Bank loan – Via Varejo |
|
110.48% of CDI |
|
(2,885,993) |
(2,894,833) |
(2,903,569) |
Leasing |
|
100.18% of CDI |
|
(150,919) |
(153,942) |
(156,965) |
Leasing |
|
IGP-DI + 6% per year |
|
(35,685) |
(36,399) |
(37,114) |
Leasing – Via Varejo |
|
100% CDI |
|
(23,251) |
(23,831) |
(24,412) |
Total loans and financings exposure |
|
|
|
(8,963,338) |
(9,109,481) |
(9,256,004) |
Cash and cash equivalents |
|
100.6 % of CDI(*) |
|
5,243,126 |
5,348,148 |
5,453,169 |
|
|
|
|
|
|
|
Total net exposure |
|
(3,720,212) |
(3,761,333) |
(3,802,835) | ||
|
|
|
|
|
|
|
Deterioration compared with the Scenario I |
|
|
(41,121) |
(82,623) | ||
(*) weighted average |
|
|
|
|
|
|
c) Fair value measurements
Consolidated assets and liabilities measured at fair value are summarized as follows:
|
09.30.2013 |
Quoted price in an active market for an identical instrument (Level 1) |
Fair value measurement on the balance sheet date adopting other observable relevant assumptions (Level 2) |
Fair value measurement on the balance sheet date adopting other observable relevant assumptions (Level 3) |
|
|
|
|
|
Financial investments measured at fair value |
23,270 |
23,270 |
- |
- |
Cross-currency interest rate swaps |
71,573 |
- |
71,573 |
- |
Interest rate swaps |
36,042 |
- |
36,042 |
- |
Loans and financings |
(700,226) |
- |
(700,226) |
- |
Debentures |
(4,001,549) |
- |
(4,001,549) |
- |
Put/call options (e), (f) |
362,279 |
- |
- |
362,279 |
|
(4,208,611) |
23,270 |
(4,594,160) |
362,279 |
There were no changes between the fair value measurement levels in the nine-month period ended September 30, 2013.
Page 86
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments – Continued
d) Consolidated position of operations with derivatives financial instruments.
As of September 30, 2013 and December 31, 2012, below, the consolidated position of outstanding derivative financial instruments operations:
Outstanding |
|
|
|
|
Amount payable or receivable |
Fair value | ||
Description |
Counterparties |
Notional value (in thousands) |
Contracting date |
Maturity |
09.30.2013 |
12.31.2012 |
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
|
|
|
Exchange swaps registered at CETIP (USD x CDI) |
Santander |
US$ 57,471 |
4/16/2010 |
4/10/2013 |
- |
(1,350) |
- |
(839) |
|
Citibank |
US$ 23,202 |
2/13/2012 |
2/13/2014 |
11,422 |
6,765 |
10,687 |
7,145 |
|
Itaú Unibanco |
US$ 175,000 |
7/1/2010 |
6/7/2013 |
- |
(18,281) |
- |
(16,389) |
|
Itaú Unibanco |
US$ 100,000 |
5/5/2011 |
4/16/2014 |
61,222 |
43,653 |
60,886 |
50,456 |
|
HSBC |
US$ 95,487 |
4/29/2011 |
4/22/2013 |
- |
34,119 |
- |
35,264 |
|
|
|
|
|
|
|
|
|
Interest rate swap registered at CETIP (Fixed rate x CDI) |
Banco do Brasil |
R$ 117,000 |
12/23/2010 |
12/24/2013 |
9,780 |
4,746 |
10,569 |
11,210 |
|
(*) |
R$ 130,000 |
6/28/2010 |
6/6/2014 |
10,382 |
5,091 |
12,261 |
14,858 |
|
|
R$ 130,000 |
6/28/2010 |
6/2/2015 |
9,839 |
4,706 |
13,213 |
20,363 |
|
Itaú Unibanco |
R$ 779,650 |
6/25/2007 |
3/1/2013 |
- |
132 |
- |
205 |
|
|
|
|
|
102,645 |
79,581 |
107,616 |
122,273 |
e) Call option Bartira
Casa Bahia Comercial Ltda. ("CB") and the Company have granted through the Shareholders´ Agreement, call and put options on the shares held by the NCB and Casa Bahia in Bartira. The terms are defined as follows:
• During the restricted period, as defined in the Shareholders´ Agreement as 36 months from July 1, 2010, NCB has the right to sell its 25% in the capital of Bartira for R$1.00 to Casa Bahia.
• For the period between the end of restriction period and the end of the 6th year of the Partnership Agreement, NCB has the option acquire the remaining 75% of interest in the capital of Bartira, currently held by CB, for the amount of R$175,000, adjusted by the Extended Consumer Price Index - IPCA.
• In case that NCB does not exercise the call option referred to above, at the end of the 6th year, CB has the obligation to acquire 25% held by NCB for R$58,500, adjusted by IPCA.
Page 87
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
20. Financial instruments - Continued
e) Call option Bartira -- Continued
The instrument mentioned above was calculated using the Black & Scholes methodology under the following assumptions:
• Exercise price: R$200,466 (monetarily restated by IPCA until exercise date);
• The asset price in cash: R$672,941, corresponding to 100% valuation of Bartira, under conditions in which asset can be delivered if the option is exercised, in other words, excluding the effects of disadvantageous supply agreement;
• Volatility: 28% based on similar companies;
• Contract term: 10 months;
• Risk-free rate: 5.8% per year
• The fair value on September 30, 2013: R$306,739.
f) Call option Rede Duque
The call option in the amount of R$50,000 is restated by 110% of CDI and at September 30, 2013, the amount of R$3,222 (R$2,318 in December 31, 2012) was recognized in financial result, see note 15 (ii). The period for the exercise was extended so that it should start on July 28, 2013 and ending on November 28, 2013.
21. Income and social contribution taxes payable and taxes payable in installment
a) Payable taxes and contributions
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
PIS and COFINS payable |
17,205 |
47,988 |
|
242,676 |
251,902 |
Provision for income and social contribution taxes |
76,608 |
22,991 |
|
138,889 |
147,915 |
ICMS to payable |
18,966 |
24,906 |
|
182,174 |
233,154 |
Other |
1,054 |
5,623 |
|
38,250 |
17,790 |
|
113,833 |
101,508 |
|
601,989 |
650,761 |
b) Taxes payable in installment
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
Taxes payable by installments - Law no. 11941/09 (i) |
1,126,993 |
1,248,158 |
|
1,203,462 |
1,327,115 |
Social Security |
- |
- |
|
13,408 |
13,740 |
Other (ii) |
15,702 |
18,043 |
|
16,538 |
19,056 |
|
1,142,695 |
1,266,201 |
|
1,233,408 |
1,359,911 |
|
|
|
|
|
|
Current |
133,645 |
147,172 |
|
142,219 |
155,368 |
Noncurrent |
1,009,050 |
1,119,029 |
|
1,091,189 |
1,204,543 |
Page 88
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
21. Income and social contribution taxes payable and taxes payable in installment -- Continued
b) Taxes Payable in installment – Continued
(i) Federal tax installment payment, Law 11,941/09 – The Law 11,941, was enacted on May 27, 2009, a special federal tax and social security debt installment program, for debts overdue until November 2008, and gave several benefits to its participants, such as reduction of fines, interest rates and legal charges, the possibility of utilization of accumulated tax losses to settle penalties and interest and payment in 180 months. The Company still has the possibility of using escrow deposits linked to the claim to reduce the balance, besides of the fact that such reduction gains are not subject to IRPJ/CSLL/PIS/COFINS.
(ii) Other – the Company filed request for tax installment payment according to the Incentive Tax Installment Payment Program (PPI). These taxes are adjusted by Special System for Settlement and Custody - SELIC and are payable in 120 months.
22. Income and social contribution taxes
a) Income and social contribution tax expense reconciliation
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
Earnings before income and social contribution taxes |
633,435 |
739,246 |
|
993,334 |
861,270 |
Income and social contribution taxes at the notional rate of 25% for the Company and 34% for subsidiaries |
(158,359) |
(184,812) |
|
(298,001) |
(258,381) |
Tax penalties |
(2,388) |
(2,525) |
|
(6,185) |
(3,778) |
Equity pickup |
71,464 |
80,883 |
|
8,505 |
3,559 |
Extemporaneous credits |
16,845 |
- |
|
16,890 |
- |
Other permanent differences (undeductible) |
(223) |
(22,927) |
|
(5,732) |
14,734 |
Effective income and social contribution taxes |
(72,661) |
(129,381) |
|
(284,567) |
(243,866) |
|
|
|
|
|
|
Income and social contribution taxes for the period: |
|
|
|
|
|
Current |
(98,718) |
(105,840) |
|
(278,124) |
(160,350) |
Deferred |
26,057 |
(23,541) |
|
(6,443) |
(83,516) |
Deferred income and social contribution taxes expenses |
(72,661) |
(129,381) |
|
(284,567) |
(243,866) |
Effective rate |
11.5% |
17.5% |
|
28.6% |
28.3% |
The CBD does not pay social contribution tax (9%) based on final and unappealable court decision in the past.
Page 89
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
22. Income and social contribution taxes -- Continued
b) Breakdown of deferred income and social contribution taxes
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
|
|
|
|
|
|
Tax losses |
- |
7,095 |
|
736,370 |
796,771 |
Provision for contingencies |
175,524 |
97,666 |
|
351,166 |
269,390 |
Provision for derivative operations taxed on a cash basis |
3,204 |
25,104 |
|
7,287 |
22,608 |
Allowance for doubtful accounts |
1,364 |
1,375 |
|
90,196 |
75,394 |
Provision for goodwill decrease |
- |
- |
|
974 |
974 |
Provision for current expenses |
- |
- |
|
99,106 |
49,557 |
Goodwill tax amortization over investments |
29,391 |
43,162 |
|
(345,919) |
(270,666) |
Adjustment to present value Law 11638/07 |
550 |
441 |
|
(9,196) |
1,320 |
Adjustment for financial leasing operations Law 11638/07 |
5,575 |
7,158 |
|
(55,454) |
(43,183) |
Adjustment to marking to market Law 11638/07 |
949 |
729 |
|
949 |
729 |
Capital gain of assets acquired in business combination |
- |
- |
|
(953,550) |
(986,701) |
Technological innovation accomplishment future |
(12,209) |
(11,722) |
|
(12,209) |
(11,722) |
Other |
7,200 |
14,573 |
|
25,303 |
36,995 |
Deferred income and social contribution taxes |
211,548 |
185,491 |
|
(64,977) |
(58,534) |
|
|
|
|
|
|
Noncurrent assets |
211,548 |
185,491 |
|
1,024,605 |
1,078,842 |
Noncurrent liabilities |
- |
- |
|
(1,089,582) |
(1,137,376) |
Income tax and deferred social contribution |
211,548 |
185,491 |
|
(64,977) |
(58,534) |
Management has prepared a technical viability study on the future realization of deferred tax assets, considering the probable capacity to generate taxable income in the context of the main variables of their business. This study was prepared based on information extracted from the strategic planning report previously approved by the Board of Directors of the Company.
Based on these studies, the Company estimates to recover these tax credits, as follows:
Year |
Parent Company |
|
Consolidated |
2014 |
70,264 |
|
407,792 |
2015 |
43,293 |
|
293,188 |
2016 |
43,293 |
|
263,135 |
2017 |
43,293 |
|
48,596 |
2018 |
11,405 |
|
11,894 |
|
211,548 |
|
1,024,605 |
Page 90
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
23. Companies` acquisition
|
|
Consolidated | |
|
|
09.30.2013 |
12.31.2012 |
|
|
|
|
Interest acquisition in Assai (a) |
5,214 |
4,945 | |
Interest acquisition in Sendas (b) |
168,798 |
216,277 | |
|
|
174,012 |
221,222 |
|
|
|
|
Current liabilities |
|
68,361 |
63,021 |
Noncurrent liabilities |
|
105,651 |
158,201 |
a. Refers to accounts payable due to the acquisition of noncontrolling interest in Assai, subsidiary that operates in the “cash and carry” segment for the Group.
b. Refers to accounts payable for the acquisition of noncontrolling interest in Sendas in December 2010, corresponding to 42.57% of the capital at the time the total amount of R$377,000. On September 30, 2013 three annual installments were remaining, recorded at present value, estimated to be adjusted by the IPCA, the last amortization will occur in July 2016.
24. Provision for contingencies
The provision for contingencies is estimated by the Company and supported by its legal counsels. The provision was set up in an amount considered sufficient to cover losses deemed as probable by the Company’s legal counsels:
a) Parent Company
|
PIS/COFINS |
Taxes and other |
Social security and labor |
Civil |
Total |
Balance at December 31, 2012 |
36,093 |
132,963 |
112,417 |
64,210 |
345,683 |
Additions |
167,387 |
- |
94,971 |
3,583 |
265,941 |
Payments |
- |
- |
(22,564) |
- |
(22,564) |
Reversals |
- |
(43,131) |
(8,937) |
(1,611) |
(53,679) |
Transfers |
- |
- |
- |
(15,100) |
(15,100) |
Monetary restatement |
6,548 |
4,003 |
9,727 |
6,900 |
27,178 |
|
|
|
|
|
|
Balance at September 30, 2013 |
210,028 |
93,835 |
185,614 |
57,982 |
547,459 |
b) Consolidated
|
COFINS/PIS |
Taxes and other |
Social security and labor |
Civil |
Total |
Balance at December 31, 2012 |
86,557 |
364,082 |
190,836 |
132,886 |
774,361 |
|
|
|
|
|
|
Additions |
190,382 |
8,701 |
178,404 |
45,026 |
422,513 |
Payments |
- |
- |
(35,552) |
(7,690) |
(43,242) |
Reversals |
- |
(52,470) |
(31,158) |
(28,809) |
(112,437) |
Monetary restatement |
8,575 |
10,376 |
19,101 |
22,074 |
60,126 |
|
|
|
|
|
|
Balance at September 30, 2013 |
289,610 |
326,593 |
321,631 |
163,487 |
1,101,321 |
Page 91
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
24. Provision for contingencies – Continued
c) Taxes
Tax claims are indexed, by law, by monthly restatement, which refers to an adjustment in the amount of provisions for contingencies in accordance with the indexed rates used by each tax jurisdiction. In all cases, both the interest charges as fines, when applicable, were computed and fully provisioned with respect to unpaid amounts.
The main provisioned tax claims are as follows:
COFINS and PIS
With the non-cumulativeness treatment when calculating PIS and COFINS, the Company and its subsidiaries are discussing at court the right to exclude the ICMS from the calculation basis of these two contributions.
In addition, a subsidiary of the Company offset tax debts from PIS and COFINS with excise tax - IPI credits – inputs credits subject to a zero rate or exempted - acquired from third parties (transferred based on final and unappeasable court decision). The claims amounts of PIS and COFINS at September 30, 2013 is R$92,112 (R$86,557 at December 31, 2012).
In addition, in 2013 there were progresses in the claims related to the offset of Finsocial, COFINS and PIS, which lead our legal counsel to change their estimation of losses from possible to probable in the amount of R$193,402.
Taxes and other
Taxes
The Company and its subsidiaries have other tax claims, which after analysis of its legal counsels, were deemed as probable losses and accrued by the Company. These are: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) disagreement on the non-application of Accident Prevention Factor - FAP for 2011; (iii) disagreement on the “Fundo de Combate à Pobreza” (State Government Fund Against Poverty), enacted by the Rio de Janeiro State government; (iv) disagreement on tax losses carryforward, as well as suppliers contracted considered disqualified before the registration of the State Internal Revenue Service, error when applying rate, ancillary obligations by State tax authorities; and (v) other less relevant issues.
During the second quarter of 2013, procedural events occurred that led to change in the likelihood of loss from probable to possible of a claim related to income taxes of R$43,139.
The amount recorded at September 30, 2013 is R$130,325 (R$173,687 on December 31, 2012).
In addition, the Company discusses in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount at September 30, 2013 is R$36,954 (R$31,529 at December 31, 2012).
Page 92
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
24. Provision for contingencies -- Continued
Others
Provisions for tax contingent liabilities were recorded in Via Varejo subsidiary, which upon business combinations are recorded, under technical pronouncement CPC 15 (IFRS 3). At September 30, 2013, the amount recorded was R$163,410 (R$158,866 at December 31, 2012) in tax contingent liabilities.
Main tax contingent liabilities recorded refer to administrative proceedings related to the offset of PIS contribution, under the protection of Decrees 2445/88 and 2449/88, generated in view of credits deriving from legal proceedings and the offset of tax debts with contribution credits levied on coffee exports.
d) Labor
The Company is party to numerous lawsuits involving disputes with its employees, primarily arising from layoffs in the ordinary course of business. At September 30, 2013, the Company recorded a provision of R$308,451 (R$177,698 at December 31, 2012) referring to lawsuits whose risk of loss was considered probable. Management, assisted by its legal counsels, evaluates these claims recording provision for losses when reasonably estimable, bearing in mind previous experiences in relation to the amounts claimed. Labor claims are indexed to the benchmark interest rate (“TR”) 0.04% accrued at September 30, 2013 (0.29% at December 31, 2012) plus 1% monthly interest rates.
Labor provisions were recorded in Via Varejo subsidiary referring to contingent liabilities recognized upon business combination amounting to R$13,180 at September 30, 2013 (R$13,138 at December 31, 2012).
e) Civil and other
The Company is defendant in civil actions, at several court levels (indemnifications and collections, among others) and at different courthouses. The Company’s Management sets up provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal advisors consider losses to be probable.
Among these lawsuits, we point out the following:
· The Company files and answers various lawsuits in which it requests the renewals of lease agreements and the review of the lease paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal advisors agree on the likelihood of changing the lease paid by the entity. At September 30, 2013, the amount accrued for these lawsuits is R$43,372 (R$36,112 at December 31, 2012), to which there are no escrow deposits;
· The subsidiary Via Varejo is party to lawsuits involving the consumer relations rights (civil actions and assessments from PROCON) and few lawsuits involving contracts terminated with suppliers and the amount referred to in these lawsuits totals R$55,460 at September 30, 2013 (R$43,769 at December 31, 2012);
Page 93
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
24. Provision for contingencies -- Continued
e) Civil and other -- Continued
· Provisions for civil actions were recorded in Via Varejo subsidiary referring to contingent liabilities recognized upon business combinations totaling R$2,280 at September 30, 2013 (R$2,685 at December 31, 2012).
Total civil actions and other at September 30, 2013 is R$163,487 (R$132,886 at December 31, 2012).
f) Other non-accrued contingent liabilities
The Company has other litigations which have been analyzed by the legal counsels and deemed as possible but not probable; therefore, they have not been accrued, amounting to R$7,544,409 at September 30, 2013 (R$7,151,112 at December 31, 2012), and are mainly related to:
· INSS (Social Security Tax) – the Company was assessed regarding the non-levy of payroll charges on benefits granted to its employees, and the loss, considered possible, corresponds to R$296,267 at September 30, 2013 (R$283,245 at December 31, 2012). The proceedings are under administrative and court discussion;
· IRPJ, individual income tax - IRRF, CSLL, tax on financial transactions - IOF, tax at source on net income ILL, IPI – the Company has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions and payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, amongst other less significant taxes. These proceedings await decision in the administrative and court level;
In the 4th quarter of 2012, the Company became aware of delinquency notice drawn up by Internal Revenue Agency to the collection of differences in the payment of income tax, allegedly due in respect of the calendar years 2007 to 2009, under the allegation that there was improper deduction of goodwill amortization duly payable and arising from transactions between shareholders Casino and Abilio Diniz. The Company filed defense at the administrative level and is awaiting a decision. In the second quarter of 2013, the Company became aware of delinquency in relation to the calendar years 2010 and 2011. No provision was made for this case, since the evaluation of the Company´s legal advisors, the chances of loss are classified partly as possible is R$628,755 at September 30, 2013 (R$300,800 at December 31, 2012) and partly as a remote.
The amount involved in these assessments corresponds to R$1,119,220 at September 30, 2013 (R$783,305 at December 31, 2012).
Page 94
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
24. Provision for contingencies -- Continued
f) Other non-accrued contingent liabilities -- Continued
· COFINS, PIS and provisional contribution on financial transactions - CPMF – the Company has been challenged for offsetting, collection of taxes on soybean export operations, tax payment discrepancies and overpayments; fine due to failure to comply with ancillary obligation, among other less significant taxes. These proceedings await decision in the administrative and court level. The amount involved in these assessments is R$949,840 at September 30, 2013 (R$1,076,782 at December 31, 2012);
· ICMS – the Company was served notice by the State tax authorities regarding: (i) on the appropriation of credits of electricity; (ii) acquisitions from vendors considered to be in arrears/default according to the Internal Revenue Service of State; (iii) refund of tax replacement without due compliance of ancillary obligations brought by CAT Ordinance 17 of the State of São Paulo; (iv) resulting from the sale of extended warranty, (v) financed from sales; and (viii) among others, not relevant. The total amount of these assessments is R$3,988,712 at September 30, 2013 (R$3,599,179 at December 31, 2012), which await a final decision in the administrative and court levels;
· Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Property Transfer Tax (“ITBI”) and other – these are related to assessments on third parties retention, IPTU payment discrepancies, fines due to failure to comply with ancillary obligations and sundry taxes, the amount is R$329,191 at September 30, 2013 (R$325,139 at December 31, 2012) and await administrative and court decisions;
· Other litigations – they are related to administrative lawsuits, real estate lease claims that the Company pleads the renewal of leases and setting rents according to the values prevailing in the market and the claims under the civil court scope, special civil court, Consumer Protection Agency - PROCON (in many States), Weight and Measure Institute - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, amounting to R$408,210 at September 30, 2013 (R$638,521 at December 31, 2012);
· Labor - the Company has also processes with estimated risk of loss as possible in the amount of R$452,969 on September 30, 2013 (R$444,941 at December 31, 2012).
Occasional adverse changes in the expectation of risk of the referred lawsuits may require that additional provision for litigations be set up.
Page 95
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
24. Provision for contingencies -- Continued
g) Restricted deposits for legal proceeding
The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court escrow deposits (restricted deposits) of corresponding amounts pending final court decisions, in addition to collateral deposits related to provisions for lawsuits.
The Company has recorded in its assets amounts related to restricted deposits for legal proceeding.
|
Parent Company |
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
09.30.2013 |
12.31.2012 |
|
|
|
|
|
Tax |
57,919 |
57,847 |
141,017 |
137,911 |
Labor |
441,755 |
456,921 |
762,753 |
738,228 |
Civil and other |
42,813 |
33,607 |
94,268 |
76,155 |
Total |
542,487 |
548,375 |
998,038 |
952,294 |
|
|
|
|
|
h) Guarantees
Lawsuits |
|
Real estate |
|
Equipment |
|
Guarantee |
|
Total |
|
|
|
|
|
|
|
|
|
Tax |
|
814,954 |
|
31 |
|
4,673,912 |
|
5,488,897 |
Labor |
|
6,141 |
|
3,051 |
|
67,117 |
|
76,309 |
Civil and other |
|
11,128 |
|
422 |
|
241,420 |
|
252,970 |
Total |
|
832,223 |
|
3,504 |
|
4,982,449 |
|
5,818,176 |
i) Tax audits
According to current tax laws, municipal, federal, state taxes and social security contributions are subject to auditing in periods varying between 5 and 30 years.
25. Leasing transactions
a) Operational lease
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
| |||||
Gross commitments from operating lease Minimum rental payment |
|
|
|
|
|
Less than1 year |
410,379 |
354,816 |
|
1,160,205 |
931,204 |
Over 1 year and less than 5 years |
1,345,021 |
1,101,133 |
|
3,498,513 |
2,579,478 |
Over 5 years |
1,380,803 |
1,430,996 |
|
4,440,209 |
4,084,681 |
|
3,136,203 |
2,886,945 |
|
9,098,927 |
7,595,363 |
The non-cancellable minimum operating lease payments refers to the period of contract in normal course of operation.
Page 96
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
25. Leasing transactions – Continued
a) Operational lease -- Continued
All contracts have termination clauses in the event of breach to contract, ranging from one to six months of rent. If the Company had terminated these contracts at September 30, 2013, the fine would be R$541,273 (R$863,853 on December 31, 2012).
(i) Contingent payments
The Management considers additional rental payments as contingent payments, which vary between 0.5% and 2.5% of sales.
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
Contingent payments recognized as expense in the period |
242,376 |
172,149 |
|
376,062 |
327,864 |
(ii) Clauses with renewal or adjustment option
The terms of the agreements vary between 5 and 25 years and the agreements may be renewed according to the rental law. The agreements have periodic adjustment clauses according to inflation indexes.
b) Financial lease
Financial lease agreements amounted to R$305,626 at September 30, 2013 (R$358,211 at December 31, 2012), according to the chart below:
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
12.31.2012 |
|
09.30.2013 |
12.31.2012 |
Financial leasing liability –minimum lease payments |
|
|
|
|
|
Less than 1 year |
31,404 |
66,863 |
|
47,910 |
83,054 |
Over 1 year and less than 5 years |
102,551 |
110,065 |
|
106,825 |
127,283 |
Over 5 years |
27,442 |
28,001 |
|
34,172 |
35,254 |
Present value of financial lease agreements |
161,397 |
204,929 |
|
188,907 |
245,591 |
|
|
|
|
|
|
Future financing charges |
93,055 |
97,085 |
|
116,719 |
112,620 |
Gross amount of financial lease agreements |
254,452 |
302,014 |
|
305,626 |
358,211 |
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
Contingent payments recognized as expense in the period |
1,878 |
1,743 |
|
1,743 |
4,929 |
Page 97
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
25. Leasing transactions -- Continued
b) Financial lease -- Continued
The lease term varies between 5 and 25 years and the agreements may be renewed according to the rental law 12122 of 2010.
|
|
Parent Company |
|
Consolidated | ||
|
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
|
Minimum rentals |
|
249,579 |
254,066 |
|
342,589 |
413,211 |
Contingent rentals |
|
82,645 |
22,992 |
|
663,891 |
438,100 |
Sublease rentals (*) |
|
(90,848) |
(73,515) |
|
(119,194) |
(97,435) |
|
|
241,376 |
203,543 |
|
887,286 |
753,876 |
(*) Refers to contracts rents receivable from commercial galleries.
Pursuant to the agreement of this transaction, the Company and Casino Group received a “golden share”, which provided to both veto rights that ensure the properties are used by the parties intended for the term of the lease agreement.
The Company is permitted to rescind the lease agreement, paying a penalty of 10% of the remaining rents limited to 12 months.
26. Deferred revenue
The subsidiaries Via Varejo and NCB received in advance values of trading partners on exclusivity in the intermediation services or additional/extended warranties, and subsidiary Barcelona received in advance values for the rental of shelves and light panel (Back lights) for exhibition of products from their suppliers.
|
Consolidated | |
|
09.30.2013 |
12.31.2012 |
|
|
|
Additional or extended warranties |
459,033 |
513,003 |
Security revenues |
2,240 |
- |
Barter contract |
44,558 |
32,975 |
Back lights |
7,066 |
17,807 |
|
512,897 |
563,785 |
|
|
|
Current |
82,726 |
92,120 |
Noncurrent |
430,171 |
471,665 |
Management estimates that the value classified as noncurrent will be recognized in profit or loss, in the following proportion:
|
Consolidated |
|
09.30.2013 |
2014 |
19,020 |
2015 |
118,042 |
2016 |
80,447 |
2017 |
67,765 |
2018 |
49,268 |
2019 |
49,268 |
2020 |
46,361 |
|
430,171 |
Page 98
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ equity
a) Capital stock
The subscribed and paid-up capital is represented by 264,318 at September 30, 2013 (263,410 at December 31, 2012) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares at September30, 2013 and December 31, 2012, and 164,638 in thousands of preferred shares at September 30, 2013 (163,730 at December 31, 2012).
The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of the amendment to the Company’s Bylaws, by resolution of the Board of Directors, which will establish the issue conditions.
In the nine-month period ended of September 30, 2013 the Company increased the capital in 608 thousand preferred shares resulting from the exercise of stock options, as follows:
· At the Board of Directors’ Meeting held at February 19, 2013, the capital was increased by R$1,088 by means of the issue of 41 thousand preferred shares.
· At the Board of Directors’ Meeting held at April 25, 2013 the capital was increased by R$5,692 by means of the issue of 237 thousand preferred shares.
· At the Board of Directors’ Meeting held at June 20, 2013 the capital was increased by R$4,091 by means of the issue of 304 thousand preferred shares.
· At the Board of Directors’ Meeting held at August 29, 2013 the capital was increased by R$878 by means of the issue of 26 thousand preferred shares.
b) Share rights
Preferred shares (“PNA”) are non-voting and entitle the following rights and advantages to its holders: (i) priority in the reimbursement of capital should the Company be liquidated; (ii) priority in the receipt of a non-cumulative annual minimum dividend of R$0.08 per share; (iii) right to receive a dividend 10% greater than the dividend attributed to common shares, including the preferred dividend paid pursuant to item (ii) above for the purposes of calculating the respective amount.
c) Capital reserve – special goodwill reserve
This reserve was generated by the corporate restructuring realized in 2006, and consisted of merging the former holding company, resulting in deferred income tax assets savings of R$103,398, and represents the future tax benefit through the amortization of incorporated goodwill. The special goodwill reserve corresponding to the benefit already received shall be capitalized at the end of each year to the benefit of controlling shareholders, with the issue of new shares.
Page 99
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ Equity – Continued
c) Capital reserve – special goodwill reserve -- Continued
The capital increase is subject to the preemptive right of noncontrolling shareholders, according to each one's interest by type and class of share at the time of issue, and the amounts paid by noncontrolling shareholders will be directly delivered to the controlling shareholder.
At the Extraordinary Shareholders’ Meeting held at April 27, 2012, the shareholders approved to increase the Company's capital, in the amount of R$200,905, by capitalizing the special goodwill reserve. Out of this amount, R$40,180 were capitalized without issuing new shares and R$160,725 were capitalized to the benefit of Wilkes Participações S.A., pursuant to article 7 of Instruction nº 319/99 of CVM.
At the Extraordinary Shareholders’ Meeting held at April 17, 2013, the shareholders approved to increase the Company´s capital, in the amount of R$38,025 by capitalizing the special goodwill reserve. Out of this amount, R$7,605 were capitalized without issuing new shares and R$30,420 were capitalized to the benefit of Wilkes Participações S.A., pursuant to article 7 of Instruction nº 319/99 of CVM.
d) Granted options
The “options granted” account recognizes the effects of the Company’s executives’ share-based payments under technical pronouncement CPC 10 (IFRS 2) – Share-based payment.
e) Profit reserve
(i) Legal reserve: is formed based on appropriations of 5% of net income of each year, limited to 20% of the capital.
(ii) Expansion reserve: is formed based on appropriations of the amount determined by shareholders to reserve funds to finance additional capital investments and working and current capital through the allocation of up to 100% of the net income remaining after the appropriations determined by law and supported by capital budget, approved at shareholders’ meeting.
f) Share-based payment plans
Pursuant to the resolutions at the Extraordinary Shareholders’ Meeting, held at December 20, 2006, the Company’s Stock Option Plan was approved.
Starting on 2007, the grants of stock options to Management and employees, were made following the rules below:
Options will be classified as follows: “Silver” and “Gold”, and the quantity of Gold-type options may be decreased and/or increased (reducer or accelerator), at the discretion of the Plan Management Committee, in the course of 36 months following the granting date.
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ Equity – Continued
f) Share-based payment plans -- Continued
(i) Stock option plan for preferred shares - Continued
The exercise price for the Silver-type option will correspond to the average of closing price of the Company preferred shares occurred over the last 20 trading sessions of BM&FBOVESPA, prior to the date on which the Committee resolves on the granting of option, with a 20% discount. The price for the Gold-type option will correspond to R$0.01 and the granting of these options are additional to the Silver options, the granting or the exercise of “Gold” options is not possible separately. In both cases, the prices will not be restated.
The Silver and Gold options shall be effective as of the date of the respective agreement. The number of shares resulting from the Silver option is fixed (established in the agreement). The number of shares resulting from the Gold option is variable, establishing on the granting date a number of shares that may be increased or decreased, according to the Return on Invested Capital - ROIC verified at the end of the 36th month as of the granting date. In accordance with item 3.3 of the Plan, the Committee decided that, from the Series A6, including the reducing or increasing the amount of options such as “Gold” will be determined based on the compliance with the Return on Capital Employed - ROCE of CBD, which may increase or reduce granting at -6% and 6%, depending on the accomplishment of goals..
The options granted under the Stock Option Plan may be exercised in whole or in part. It is worth noting that "Gold" options are additional to "Silver" and thus the "Gold" options may only be exercised jointly with "Silver" options.
The price on the exercise of options granted under the Stock Option Plan shall be fully paid in local currency by employee, and the exercise price must be paid in one installment, due after 30 days after the date of subscription of their shares.
At the Board of Directors’ Meeting held at February 19, 2013, the increase of the global limit of shares allocated to the Company's General Stock Option Plan was approved, from 11,618 thousand preferred shares to 15,500 thousand preferred shares, an increase of 3,882 thousand new preferred shares.
Page 101
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ Equity – Continued
f) Share-based payment plans - Continued
(i) Stock option plan for preferred shares - Continued
Information on the stock option plans is summarized below:
|
|
|
|
|
|
|
Price |
Lot of shares | |||||
Series granted |
Date granted |
|
1st date of exercise |
|
2nd date of exercise and expiration |
|
On the date granted |
End of the period |
|
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012 |
|
|
|
|
|
|
|
|
|
| |||
Series A2 - Gold |
3/3/2008 |
|
3/31/2011 |
|
3/30/2012 |
|
0.01 |
0.01 |
|
848 |
(841) |
(7) |
- |
Series A2 - Silver |
3/3/2008 |
|
3/31/2011 |
|
3/30/2012 |
|
26.93 |
26.93 |
|
950 |
(943) |
(7) |
- |
Series A3 - Gold |
5/13/2009 |
|
5/31/2012 |
|
5/31/2013 |
|
0.01 |
0.01 |
|
668 |
(668) |
- |
- |
Series A3 - Silver |
5/13/2009 |
|
5/31/2012 |
|
5/31/2013 |
|
27.47 |
27.47 |
|
693 |
(693) |
- |
- |
Series A4 - Gold |
5/24/2010 |
|
5/31/2013 |
|
5/31/2014 |
|
0.01 |
0.01 |
|
514 |
(257) |
(2) |
255 |
Series A4 - Silver |
5/24/2010 |
|
5/31/2013 |
|
5/31/2014 |
|
46.49 |
46.49 |
|
182 |
(118) |
(1) |
63 |
Series A5 - Gold |
5/31/2011 |
|
5/31/2014 |
|
5/31/2015 |
|
0.01 |
0.01 |
|
299 |
(59) |
(11) |
229 |
Series A5 - Silver |
5/31/2011 |
|
5/31/2014 |
|
5/31/2015 |
|
54.69 |
54.69 |
|
299 |
(59) |
(11) |
229 |
Series A6 - Gold |
3/15/2012 |
|
3/15/2015 |
|
3/15/2016 |
|
0.01 |
0.01 |
|
526 |
(66) |
(19) |
441 |
Series A6 - Silver |
3/15/2012 |
|
3/15/2015 |
|
3/15/2016 |
|
64.13 |
64.13 |
|
526 |
(66) |
(19) |
441 |
|
|
|
|
|
|
|
|
|
|
5,505 |
(3,770) |
(77) |
1,658 |
|
|
|
|
|
|
|
Price |
Lot of shares | |||||
Series granted |
Date granted |
|
1st date of exercise |
|
2nd date of exercise and expiration |
|
On the date granted |
End of the period |
|
Number of shares granted |
Exercised |
Not exercised by dismissal |
Total in effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2013 |
|
|
|
|
|
|
|
|
|
| |||
Series A4 - Gold |
5/24/2010 |
|
5/31/2013 |
|
5/31/2014 |
|
0.01 |
0.01 |
|
514 |
(512) |
(2) |
- |
Series A4 - Silver |
5/24/2010 |
|
5/31/2013 |
|
5/31/2014 |
|
46.49 |
46.49 |
|
182 |
(181) |
(1) |
- |
Series A5 - Gold |
5/31/2011 |
|
5/31/2014 |
|
5/31/2015 |
|
0.01 |
0.01 |
|
299 |
(122) |
(14) |
163 |
Series A5 - Silver |
5/31/2011 |
|
5/31/2014 |
|
5/31/2015 |
|
54.69 |
54.69 |
|
299 |
(122) |
(14) |
163 |
Series A6 - Gold |
3/15/2012 |
|
3/15/2015 |
|
3/15/2016 |
|
0.01 |
0.01 |
|
526 |
(145) |
(26) |
355 |
Series A6 - Silver |
3/15/2012 |
|
3/15/2015 |
|
3/15/2016 |
|
64.13 |
64.13 |
|
526 |
(145) |
(26) |
355 |
Series A7 – Gold |
3/15/2013 |
|
3/14/2013 |
|
3/14/2017 |
|
0.01 |
0.01 |
|
358 |
(4) |
(15) |
339 |
Series A7 - Silver |
3/15/2013 |
|
3/14/2013 |
|
3/14/2017 |
|
80.00 |
80.00 |
|
358 |
(4) |
(15) |
339 |
|
|
|
|
|
|
|
|
|
|
3,062 |
(1,235) |
(113) |
1,714 |
According to the attributions provided for in the Stock Option Plan rules, the Management Committee of the Plan at May 31, 2013, approved that no reduction occurred and or acceleration referring to Series A4.
At September 30, 2013 there were 232,586 treasury preferred shares which may be used guarantee for the awards granted in the plan. The preferred share price at BM&FBovespa was R$101.36 per share.
Page 102
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ Equity – Continued
f) Stock option plan for preferred shares – Continued
(i)Consolidated information on the stock option plans – GPA
The chart below show the maximum percentage of interest dilution to which current shareholders will eventually be subject to in the event of exercise of September 2013 of all options granted:
|
09.30.2013 |
|
12.31.2012 |
Number of shares |
264,318 |
|
263,410 |
Balance of granted series in effect |
1,714 |
|
1,658 |
Maximum percentage of dilution |
0.65% |
|
0.63% |
The fair value of each option granted is estimated on the granting date, by using the options pricing model “Black&Scholes” taking into account the following assumptions: (a) expectation of dividends of 0.88% (0.81% at December 31, 2012), (b) expectation of volatility of nearly 28.91% at September 30, 2013 (33.51% at December 31, 2012) and (c) the risk-free weighted average interest rate of 10.86% at September 30, 2013 (10.19% at December 31, 2012). The expectation of average remaining of the series outstanding at September 30, 2013 was 1.70 year (1.64 year at December 31, 2012). The weighted average fair value of options granted at September 30, 2013 was R$62.37 (R$51.19 at December 31, 2012).
|
Shares |
Weighted average of exercise price |
Weighted average remaining contractual term |
Intrinsic value added |
At December 31, 2012 |
|
|
|
|
Outstanding at the beginning of the year |
1,963 |
16.90 |
|
|
Granted during the year |
1,052 |
32.08 |
|
|
Cancelled during the year |
(64) |
29.40 |
|
|
Exercised during the year |
(1,293) |
16.46 |
|
|
Expired during the year |
- |
- |
|
|
Outstanding at the ended of the year |
1,658 |
26.40 |
1.64 |
106,168 |
Total to be performed on December 31, 2012 |
1,658 |
26.40 |
1.64 |
106,168 |
|
|
|
|
|
At September 30, 2013 |
|
|
|
|
Granted during the period |
716 |
40.02 |
|
|
Cancelled during the period |
(51) |
36.43 |
|
|
Exercised during the period |
(609) |
19.32 |
|
|
Outstanding at the ended of the period |
1,714 |
34.31 |
1.70 |
114,979 |
Total to be performed on September 30, 2013 |
1,714 |
34.31 |
1.70 |
114,979 |
Page 103
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
27. Shareholders’ Equity – Continued
f) Stock option plan for preferred shares – Continued
· Consolidated information on the stock option plans – GPA
On September 30, 2013 there were no options to be exercised.
Technical pronouncement CPC 10(R1) (IFRS 2) - Share-based Payment determines that the effects of share-based payment transactions are recorded in profit or loss and in the Company’s balance sheet. The amounts recorded in the statement of income of the Parent Company and Consolidated at September 30, 2013 were R$29,658 (R$27,794 at September 30, 2012).
28. Net revenue
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
Gross revenue from goods and/or services |
|
|
|
|
|
Goods |
16,930,747 |
15,196,385 |
|
45,155,420 |
40,502,248 |
Rendering of services |
89,213 |
78,675 |
|
1,105,683 |
892,427 |
Barter revenue |
- |
- |
|
- |
98,075 |
Financial services |
- |
- |
|
736,544 |
659,63 |
Sales return and cancellation |
(228,824) |
(188,648) |
|
(1,373,990) |
(1,314,908) |
|
16,791,136 |
15,086,412 |
|
45,623,657 |
40,837,476 |
|
|
|
|
|
|
Taxes |
(1,383,969) |
(1,343,771) |
|
(4,780,788) |
(4,497,442) |
|
|
|
|
|
|
Net Income |
15,407,167 |
13,742,641 |
|
40,842,869 |
36,340,034 |
|
|
|
|
|
|
29. Expenses by nature
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
Cost of inventories |
(11,277,615) |
(10,199,613) |
|
(30,037,937) |
(26,675,839) |
Personnel expenses |
(1,586,407) |
(1,249,352) |
|
(3,812,603) |
(3,344,059) |
Selling expenses |
(241,875) |
(244,078) |
|
(2,245,741) |
(2,043,764) |
Outsourced services |
(266,345) |
(295,898) |
|
(395,791) |
(453,047) |
Functional expenses |
(723,324) |
(630,483) |
|
(1,077,040) |
(1,026,366) |
Other expenses |
(15,418) |
(72,089) |
|
(477,747) |
(486,037) |
|
(14,110,984) |
(12,691,513) |
|
(38,046,859) |
(34,029,112) |
|
|
|
|
|
|
Cost of goods and/or services sold |
(11,277,615) |
(10,199,613) |
|
(30,037,937) |
(26,675,839) |
Selling expenses |
(2,346,958) |
(2,038,894) |
|
(6,866,612) |
(6,130,003) |
General and administrative expenses |
(486,411) |
(453,006) |
|
(1,142,310) |
(1,223,270) |
|
(14,110,984) |
(12,691,513) |
|
(38,046,859) |
(34,029,112) |
Page 104
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
30. Other operating revenue (expenses), net
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
Provision for tax claims (i) |
(163,291) |
- |
|
(163,291) |
- |
Idemnifiable liability (ii) |
(50,760) |
(23,991) |
|
(89,418) |
(23,991) |
Liabilities for damages |
(2,649) |
- |
|
(2,649) |
- |
Expenditures with integration / restructuring |
(30,324) |
(11,712) |
|
(42,196) |
(27,281) |
PPA Via Varejo |
- |
- |
|
- |
4,700 |
Permanent assets result |
817 |
(6,826) |
|
(6,308) |
30,079 |
Result of agreement on financial services |
- |
- |
|
- |
2,875 |
Other (iii) |
(11,784) |
- |
|
(70,585) |
(11) |
|
(257,991) |
(42,529) |
|
(374,447) |
(13,629) |
|
|
|
|
|
|
Other operating income |
817 |
(6,826) |
|
(1,372) |
42,805 |
Other operating expenses |
(258,808) |
(35,703) |
|
(373,075) |
(56,434) |
|
(257,991) |
(45,529) |
|
(374,447) |
(13,629) |
(i) Refers to the provision of tax claims Finsocial and PIS and Cofins, whose evaluation by the Management supported by their legal counsel has become probable loss during the second quarter of 2013;
(ii) Relating to the effects of the work of external consultants in Via Varejo completed during the second quarter of 2013, on which the Company is analyzing with their advisors action to collect the amounts, as announced to the market on Via Varejo on May 23, 2013; and
(iii) The amount comprises mainly of the review of labor and tax risks, net of effects of tax amnesties.
31. Financial result
|
Parent Company |
|
Consolidated | ||
|
09.30.2013 |
09.30.2012 |
|
09.30.2013 |
09.30.2012 |
|
|
|
|
|
|
Financial expenses |
|
|
|
|
|
Cost of debt |
(346,299) |
(411,193) |
|
(625,242) |
(700,043) |
Anticipated cost receivables |
(65,095) |
(61,359) |
|
(423,925) |
(393,203) |
Monetary adjustment liabilities |
(87,380) |
(111,203) |
|
(161,292) |
(196,329) |
Other expenses |
(46,468) |
(13,081) |
|
(71,295) |
(62,153) |
Total expenses |
(545,242) |
(596,836) |
|
(1,281,754) |
(1,351,728) |
|
|
|
|
|
|
Financial revenues |
|
|
|
|
|
Profitability in cash and cash equivalents |
89,013 |
148,034 |
|
264,417 |
271,727 |
Monetary adjustment assets |
65,919 |
31,483 |
|
146,588 |
169,239 |
Other financial revenues |
5,316 |
73,818 |
|
5,173 |
18,349 |
Total financial income |
160,248 |
253,335 |
|
416,178 |
459,315 |
|
|
|
|
|
|
Financial result |
(384,994) |
(343,501) |
|
(865,576) |
(892,413) |
Page 105
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
32. Earnings per share
The Company computes earnings per share by dividing the net income pertaining to each class of share by the weighted average of the respective class of shares outstanding during the year.
Equity instruments that will or may be settled in Company’s shares are included in the calculation only when their settlement has a dilutive impact on earnings per share.
The Company granted a share-based compensation plan to its employees (see note 27), whose dilutive effects are reflected in diluted earnings per share by applying the "treasury share" method.
When the stock option exercise price is greater than the average market price of the preferred shares, diluted earnings per share are not affected by the stock options.
As of 2003, preferred shares are entitled to a dividend 10% greater than that distributed to the common shares. As such earnings may be capitalized or otherwise appropriated, there can be no assurance that preferred shareholders will receive the 10% premium referred to above, unless earnings are fully distributed.
The earnings per share are calculated as if options were exercised at the beginning of the period, or at time of issuance, if later, and as if the funds received were used to purchase the Company's own shares.
The following table presents the determination of net income available to common and preferred shareholders and weighted average of common and preferred shares outstanding used to calculate basic and diluted earnings per share for each of the periods reported:
|
09.30.2013 |
|
09.30.2012 | ||||
|
Preferred |
Common |
Total |
|
Preferred |
Common |
Total |
Basic numerator |
|
|
|
|
|
|
|
Basic earnings allocated and not distributed |
361,352 |
199,422 |
560,774 |
|
391,135 |
218,730 |
609,865 |
Net income allocated available for common and preferred shareholders |
361,352 |
199,422 |
560,774 |
|
391,135 |
218,730 |
609,865 |
|
|
|
|
|
|
|
|
Basic denominator (thousands of shares) |
|
|
|
|
|
|
|
Weighted average of shares |
164,200 |
99,680 |
263,880 |
|
162,044 |
99,680 |
261,724 |
|
|
|
|
|
|
|
|
Basic earnings per thousands of shares (R$) |
2.20 |
2.00 |
|
|
2.41 |
2.19 |
|
|
|
|
|
|
|
|
|
Diluted numerator |
|
|
|
|
|
|
|
Net income allocated and not distributed |
164,200 |
99,680 |
263,880 |
|
162,044 |
99,680 |
261,724 |
Stock call option |
738 |
- |
738 |
|
1,310 |
- |
1,310 |
Net income allocated available for common and preferred shareholders |
164,938 |
99,680 |
264,618 |
|
163,354 |
99,680 |
263,034 |
|
|
|
|
|
|
|
|
Diluted earnings per thousands of shares (R$) |
2.19 |
2.00 |
|
|
2.39 |
2.19 |
|
|
|
|
|
|
|
|
|
Page 106
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
33. Private pension plan of defined contribution
In July 2007, the Company established a supplementary private pension plan of defined contribution on behalf of its employees to be managed by the financial institution Brasilprev Seguros e Previdência S.A. The Company pays monthly contributions on behalf of its employees,
and the amounts paid referring to the nine-month period ended September 30, 2013 R$2,833 (R$2,887 at September 30, 2012), and employees contributions R$3,854 (R$3,482 at September 30, 2012). The plan had 1,020 participants at September 30, 2013 (860 at September 30, 2012).
34. Insurance coverage
The insurance coverage at September 30, 2013 is summarized as follows:
|
|
|
|
Parent Company |
Consolidated |
Insured assets |
|
Covered risks |
|
Amount insured |
Amount insured |
Property. equipment and inventories |
|
Assigning profit |
|
7,915,199 |
19,257,810 |
Profit |
|
Loss of profits |
|
1,852,050 |
4,005,612 |
Cars and other (*) |
|
Damages |
|
381,008 |
708,639 |
In addition, the Company maintains specific policies referring to civil liability and directors and officers liability amounting to R$313,000.
(*)The value reported above does not include coverage of the hooves, which are insured by the value of 100% table Foundation Institute of Economic Research - FIPE.
35. Segment information
Management considers the following segments, as follows.
· Retail – includes the banners “Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”;
· Home appliances – includes the banners “Pontofrio” and “Casas Bahia”;
· Cash & Carry – includes the banner “Assaí”; and
· E-commerce includes the “sites” www.pontofrio.com.br, www.extra.com.br, www.casasbahia.com.br, www.barateiro.com.br and www.partiuviagens.com.br.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating income and is measured consistently with operating income in the interim financial information. GPA financing (including financial costs and financial income) and the income taxes are managed on a segment basis.
The Company is engaged in operations of retail stores located in 19 states and the Federal District of Brazil. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who has been identified as the Chief Executive Officer.
Page 107
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
35. Segment information -- Continued
The chief operating decision-maker allocates resources and assesses performance by reviewing results and other information related to four segments.
The Company measures the results of segments using the accounting practices adopted in Brazil (IFRS), among other measures, each segment’s operating profit, which includes certain corporate overhead allocations. At times, the Company reviews the measurement of each segment’s operating profit, including any corporate overhead allocations, as dictated by the information regularly reviewed by the chief operating decision-maker. When revisions are made, the operating results of each segment affected by the revisions are restated for all years presented to maintain comparability. Information about the segments is included in the following table:
Page 108
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
35. Segment information- Continued
|
Balance at 09.30.2013 | ||||||
Description |
Retail |
Cash & Carry |
Home appliance |
E-commerce |
Total |
Eliminations (*) |
Total |
Net sales |
18,112,052 |
4,335,722 |
15,513,466 |
2,881,629 |
40,842,869 |
- |
40,842,869 |
Gross profit |
4,973,585 |
596,589 |
4,802,437 |
432,321 |
10,804,932 |
- |
10,804,932 |
Depreciation and amortization |
(451,030) |
(39,944) |
(95,700) |
(4,329) |
(591,003) |
- |
(591,003) |
Equity pickup |
19,934 |
- |
8,416 |
- |
28,350 |
- |
28,350 |
Operating income |
696,791 |
96,866 |
1,018,047 |
47,206 |
1,858,910 |
- |
1,858,910 |
Financial expenses |
(604,698) |
(31,760) |
(568,857) |
(99,639) |
(1,304,954) |
23,200 |
(1,281,754) |
Financial revenue |
250,112 |
16,530 |
164,197 |
8,539 |
439,378 |
(23,200) |
416,178 |
Earnings before income and social contribution taxes |
342,205 |
81,636 |
613,387 |
(43,894) |
993,334 |
- |
993,334 |
Income and social contribution taxes |
(61,857) |
(28,472) |
(208,025) |
13,787 |
(284,567) |
- |
(284,567) |
Net income (loss) |
280,348 |
53,164 |
405,362 |
(30,107) |
708,767 |
- |
708,767 |
Current assets |
5,494,298 |
950,643 |
7,725,876 |
1,008,164 |
15,178,981 |
(329,672) |
14,849,309 |
Noncurrent assets |
13,139,569 |
2,376,771 |
3,297,957 |
409,658 |
19,223,955 |
(497,741) |
18,726,214 |
Current liabilities |
4,414,220 |
2,038,965 |
6,248,705 |
1,360,331 |
14,062,221 |
(827,413) |
13,234,808 |
Noncurrent liabilities |
6,628,426 |
390,885 |
1,663,578 |
5,338 |
8,688,227 |
- |
8,688,227 |
Shareholders’ equity |
7,591,221 |
897,564 |
3,111,550 |
52,153 |
11,652,488 |
- |
11,652,488 |
Page 109
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
35. Segment information - Continued
Description |
Retail |
Cash & Carry |
Home appliance |
E-commerce |
Total |
Eliminations (*) |
Total |
September 30, 2012 |
|
|
|
|
|
|
|
Net sales |
16,904,664 |
3,232,366 |
13,861,977 |
2,341,027 |
36,340,034 |
- |
36,340,034 |
Gross profit |
4,790,405 |
461,932 |
4,081,767 |
330,091 |
9,664,195 |
- |
9,664,195 |
Depreciation and amortization |
(405,149) |
(31,999) |
(117,445) |
(880) |
(555,473) |
- |
(555,473) |
Equity pickup |
8,067 |
- |
3,796 |
- |
11,863 |
- |
11,863 |
Operating income |
996,235 |
83,909 |
634,617 |
38,922 |
1,753,683 |
- |
1,753,683 |
Financial expenses |
(670,616) |
(64,645) |
(561,328) |
(84,255) |
(1,380,843) |
29,115 |
(1,351,728) |
Financial revenue |
338,223 |
17,091 |
127,476 |
5,640 |
488,430 |
(29,115) |
459,315 |
Earnings before income and social contribution taxes |
663,843 |
36,355 |
200,765 |
(39,693) |
861,270 |
- |
861,270 |
Income and social contribution taxes |
(167,371) |
(3,559) |
(87,551) |
14,615 |
(243,866) |
- |
(243,866) |
Net income (loss) |
496,472 |
32,797 |
113,215 |
(25,080) |
617,404 |
- |
617,404 |
|
|
|
|
|
|
|
|
December 31, 2012 |
|
|
|
|
|
|
|
Current assets |
7,531,844 |
827,835 |
7,650,902 |
861,609 |
16,872,190 |
(191,888) |
16,680,302 |
Noncurrent assets |
12,383,311 |
2,434,936 |
3,234,372 |
335,589 |
18,388,208 |
(236,402) |
18,151,806 |
Current liabilities |
4,376,599 |
2,003,619 |
6,324,067 |
1,115,274 |
13,819,559 |
(428,292) |
13,391,267 |
Noncurrent liabilities |
8,337,036 |
388,311 |
1,647,530 |
13 |
10,372,890 |
- |
10,372,890 |
Shareholders’ equity |
7,201,520 |
870,841 |
2,913,677 |
81,911 |
11,067,949 |
2 |
11,067,951 |
(*) The eliminations consist of balances between the companies.
Page 110
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
35. Segment information - Continued
Company general information
The Company and its subsidiaries operate primarily as a retailer of food, clothing, home appliances and other products. Total revenues are composed of the following types of products:
|
09.30.2013 |
12.31.2012 |
Food |
55.00% |
55.10% |
Non-food |
45.00% |
44.90% |
Total |
100.00% |
100.00% |
On September 30, 2013 the investments were presented as follows:
|
09.30.2013 |
12.31.2012 |
Food |
1,031,641 |
1,245,232 |
Non-food |
265,959 |
331,325 |
Total investments |
1,297,600 |
1,576,557 |
36. Subsequent events
a) CADE's approval of the transfer of ownership between Casino Guichard-Perrachon and Península Participações SA
The Company disclosed correspondence received from Casino Guichard-Perrachon ("Casino Group") and Mr. Abilio dos Santos Diniz ("AD Group") informing the signing of Instrument Private Transaction and Waiver of Rights whereby the parties agreed to transact any and all disputes, claims or disputes relating to their society in Brazil, especially as shareholders of Wilkes Participações SA ("Wilkes") and the CBD.
Among others matters, was established to exchange 19,375,000 preferred shares issued by CBD and owned by the Casino Group in consideration for 19,375,000 common shares issued by Wilkes held by AD Group.
On October 2, 2013, the thansfer of 11,229,075 shares were subject to approval by the Anti-Trust Agency (“CADE”) was authorized by the agency without restriction.
b) Election of Mr. Jean-Charles Henri Naouri as Chairman of the Board of Directors
On October 9, 2013, the Company's shareholders at a General Meeting, elected Mr. Jean-Charles Henri Nouri for the post of Chairman of the Board of Directors of the Company to hold office until the Annual General Meeting to be held in 2014.
c) Interim dividends
On October 16, 2013, the Board of Directors of the Company approved the interim dividends in the amount of R$33,159, of which R$0.13 per preferred share and R$0.1181812 per common share.
Page 111
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Companhia Brasileira de Distribuição
Notes to the interim financial information -- Continued
September 30, 2013
(In thousands of Brazilian reais, except when otherwise stated)
36. Subsequent events -- Continued
c) Interim dividends -- Continued
The dividend payment will be held on November 7, 2013. Shall be entitled to dividends all outstanding shares on the base date of October 25, 2013. Since October 28, 2013, the shares will be traded without rights of dividends of as (“ex-rights”) to the dividends payment date.
d) Increased the capital
On October 16, 2013, members of the Board of Directors under the Stock Option Plan of the Company approved by the Annual General Meeting held on December 20, 2006 ("Plan"), approved the capital increase of Company in the amount of R$1,472, through the issuance of 44,034 (forty-four thousand and thirty-four) preferred.
Consequently, the Company's share capital will increase from R$6,759,809 to R$6,761,281, fully paid up and divided into 264,362,226 (two hundred sixty-four million, three hundred sixty-two thousand, two hundred twenty-six ) shares without par value, of which 99,679,851 (ninety-nine million, six hundred seventy-nine thousand, eight hundred fifty-one) common shares and 164,682,375 (one hundred sixty-four million, six hundred and eighty-two thousand, three hundred seventy-five) preferred.
e) The adherence of Via Varejo to Level 2 of BM&FBovespa
At the Annual General Meeting held on October 14, 2013, were approved by the shareholders at the Company's adherence to Level 2 of BM&FBovespa and the proposed amendment to the Bylaws of the Company, especially order to adapt it the rules of the Regulation of Level 2.
The main changes were:
· Institution of Units and setting its rules (1 Unit corresponds to one common share and 2 preferred);
· Forecast of independent members to the Board of Directors;
· Composition of the board 2-8 members (previously four) and establishment of the post of Executive Director;
· Increase in the authorized capital; and
· Possibility of issuing debentures convertible into shares.
f) Acquisition of Indústria de Móveis Bartira Ltda.
On October 15, 2013, the Board of Directors of Via Varejo approved the convening of an Extraordinary General Meeting to be held on October 31, 2013, to discuss the acquisition by Via Varejo on the remaining share capital of Indústria de Móveis Bartira Ltda. ("Bartira"), held by Casa Bahia Comercial Ltda., through the exercise of an option to purchase the Company recorded under business combination that resulted in the 2010 creation of the Via Varejo S.A.
On September 30, 2013, Bartira is recognized as a joint operation (see note 3 d)). This transaction is subject to approval by CADE, and after approval, payment and transfer of shares will be held at the closing of the transaction.
Page 112
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Other Information Deemed as Relevant by the Company
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||||
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company) |
Shareholding at 09/30/2013 | |||||
Shareholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
WILKES PARTICIPAÇÕES S.A. |
65,400,000 |
65.61 |
- |
0.00 |
65,400,000 |
24.74 |
Casino Group |
|
|
|
|
|
|
SUDACO PARTICIPAÇÕES LTDA. |
28,619,178 |
28.71 |
- |
0.00 |
28,619,178 |
10.83 |
CASINO GUICHARD PERRACHON RACHON * |
5,600,052 |
5.62 |
- |
0.00 |
5,600,052 |
2.12 |
SEGISOR * |
- |
0.00 |
1,813,226 |
1.10 |
1,813,226 |
0.69 |
BENGAL LLC * |
- |
0.00 |
1,550,000 |
0.94 |
1,550,000 |
0.59 |
OREGON LLC * |
- |
0.00 |
1,550,000 |
0.94 |
1,550,000 |
0.59 |
KING LLC*
|
- |
0.00 |
852,000 |
0.52 |
852,000 |
0.32 |
GEANT* |
- |
0.00 |
4,894,544 |
2.97 |
4,894,544 |
1.85 |
PINCHER LLC* |
- |
0.00 |
1,550,000 |
0.94 |
1,550,000 |
0.59 |
COBIVIA SAS * |
- |
0.00 |
3,907,123 |
2.37 |
3,907,123 |
1.48 |
AD Group |
|
|
|
|
|
|
STANHORE TRADING INTERNATIONAL S.A.* |
- |
0.00 |
- |
0.00 |
- |
0.00 |
RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. |
- |
0.00 |
- |
0.00 |
- |
0.00 |
TREASURY SHARES |
- |
0.00 |
232,586 |
0.14 |
232,586 |
0.09 |
OTHER |
60,621 |
0.06 |
148,288,862 |
90.07 |
148,349,483 |
56.13 |
TOTAL |
99,679,851 |
100.00 |
164,638,341 |
100.00 |
264,318,192 |
100.00 |
(*) Foreign Company
|
|
CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL | ||||||
WILKES PARTICIPAÇÕES S.A |
Shareholding at 03/31/2013 | |||||||
Shareholder/Quotaholder |
Common Shares |
Preferred Shares Class A |
Preferred Shares Class B |
Total | ||||
Number |
% |
Number |
% |
Number |
% |
Number |
% | |
PENINSULA PARTICIPAÇÕES LTDA. |
11,229,075 |
27.56 |
- |
- |
- |
- |
11,229,075 |
14.88 |
SUDACO PARTICIPAÇÕES LTDA. |
24,466,566 |
60.04 |
24,650,000 |
100.00 |
10,073,824 |
100.00 |
59,190,390 |
78.43 |
SEGISTOR |
3,278,528 |
8.05 |
- |
- |
- |
- |
3,278,528 |
4.34 |
AÇÕES EM TESOURARIA |
1,775,831 |
4.35 |
- |
- |
- |
- |
1,775,831 |
2.35 |
TOTAL |
40,750,000 |
100.00 |
24,650,000 |
100.00 |
10,073,824 |
100.00 |
75,473,824 |
100.00 |
CORPORATE’S CAPITAL STOCK DISTRIBUTION (COMPANY’S SHAREHOLDER). UP TO THE INDIVIDUAL LEVEL | ||||
SUDACO PARTICIPAÇÕES S.A |
Shareholding at 03/31/2013 | |||
Shareholder/Quotaholder |
Quotas |
Total | ||
Number |
% |
Number |
% | |
PUMPIDO PARTICIPAÇÕES LTDA |
3,585,804,573 |
100.00 |
3,585,804,573 |
100.00 |
TOTAL |
3,585,804,573 |
100.00 |
3,585,804,573 |
100.00 |
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | |||||
|
PUMPIDO PARTICIPAÇÕES LTDA |
Shareholding at 09/30/2012 | |||
Shareholder/Quotaholder |
Quotas |
Total | |||
Number |
% |
Number |
% | ||
SEGISOR** |
|
3,633,544,694 |
100.00 |
3,633,544,694 |
100.00 |
TOTAL |
|
3,633,544,694 |
100.00 |
3,633,544,694 |
100.00 |
(**) Foreign Company
SHAREHOLDING OF CONTROLLING PARTIES OF THE COMPANY’S SHARES. UP TO THE INDIVIDUAL LEVEL | ||||
SEGISOR |
Shareholding at 09/30/2012 | |||
Shareholder/Quotaholder |
Quotas |
|
Total |
|
Number |
% |
Number |
% | |
CASINO GUICHARD PERRACHON (*) |
937,121,094 |
100.00 |
937,121,094 |
100.00 |
TOTAL |
937,121,094 |
100.00 |
937,121,094 |
100.00 |
Page 113
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Other Information Deemed as Relevant by the Company
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES | ||||||
Shareholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
Controlling Parties |
99,619,230 |
99.94 |
16,116,893 |
9.79 |
115,736,123 |
43.79 |
|
|
|
|
|
|
|
Management |
|
|
|
|
|
|
Board of Directors |
- |
0.00 |
11 |
0.00 |
11 |
0.00 |
Board of Executive Officers |
- |
0.00 |
205,637 |
0.12 |
205,637 |
0.08 |
|
|
|
|
|
|
|
Fiscal Council |
- |
0.00 |
- |
0.00 |
- |
0.00 |
|
|
|
|
|
|
|
Treasury Shares |
- |
0.00 |
232,586 |
0.14 |
232,586 |
0.09 |
|
|
|
|
|
|
|
Other Shareholders |
60,621 |
0,06 |
148,083,214 |
89.94 |
148,143,835 |
56.05 |
|
|
|
|
|
|
|
Total |
99,679,851 |
100.00 |
164,638,341 |
100.00 |
264,318,192 |
100.00 |
|
|
|
|
|
|
|
Outstanding Shares |
60,621 |
0,06 |
148,083,214 |
89.94 |
148,143,835 |
56.05 |
CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES | ||||||
Shareholder |
Common Shares |
Preferred Shares |
Total | |||
Number |
% |
Number |
% |
Number |
% | |
Controlling Parties |
99,619,331 |
99.94 |
66,254,220 |
40.55 |
165,873,551 |
63.06 |
|
|
|
|
|
|
|
Management |
|
|
|
|
|
|
Board of Directors |
- |
0.00 |
4,388 |
0.00 |
- |
0.00 |
Board of Executive Officers |
- |
0.00 |
162,743 |
0.10 |
- |
0.06 |
|
|
|
|
|
|
|
Fiscal Council |
- |
0.00 |
- |
0.00 |
- |
0.00 |
|
|
|
|
|
|
|
Treasury Shares |
- |
0.00 |
232,586 |
0.14 |
232,586 |
0.09 |
|
|
|
|
|
|
|
Other Shareholders |
60,520 |
0.06 |
96,722,379 |
59.20 |
96,782,899 |
36.79 |
|
|
|
|
|
|
|
Total |
99,679,851 |
100.00 |
163,376,316 |
100.00 |
263,056,167 |
100.00 |
|
|
|
|
|
|
|
Outstanding Shares |
60,520 |
0.06 |
96,722,379 |
59.20 |
96,782,899 |
36.79 |
Page 114
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Reports and Statements/Officers Statement on the Independent Auditors’ Report
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Companhia Brasileira de Distribuição
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), identified as Company and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2013, which comprises the balance sheet as of September 30, 2013 and the related statements of income and comprehensive income for the three- and nine-month periods then ended, and changes in equity and cash flows for the nine-month period then ended, including the explanatory notes.
The Company’s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and the consolidated interim financial information in accordance with technical pronouncement CPC 21 (R1) and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards established by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on individual interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1), applicable to the preparation of the Interim Financial Information (ITR), and presented in accordance with the standards established by CVM. Conclusion on consolidated interim financial information
Page 115
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ITR – Quarterly Financial Information – September 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
Version: 1 |
Reports and Statements/Officers Statement on the Independent Auditors’ Report
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the Interim Financial Information (ITR) referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards established by CVM.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the nine-month period ended September 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.
São Paulo, October 16, 2013
DELOITTE TOUCHE TOHMATSU |
Edimar Facco |
Auditores Independentes |
Engagement Partner |
Page 116
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: October 17, 2013 | By: /s/ Enéas César Pestana Neto Name: Enéas César Pestana Neto Title: Chief Executive Officer | |
By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
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.