cbditr2q13_6k.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

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

For the month of July, 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 the

Original Previously Issued in Portuguese)

 

 

 

 

Companhia Brasileira de Distribuição

Individual and Consolidated Interim

Financial Information for the

Quarter Ended June 30, 2013 and

Report on Review of Interim Financial

Information

 

Deloitte Touche Tohmatsu Auditores Independentes

 

 

Page 0 of 117


 
 

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 June 30, 2013, which comprises the balance sheet as of June 30, 2013 and the related statements of income and comprehensive income for the three- and six-month periods then ended, and changes in equity and cash flows for the six-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 the 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 IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards established by the CVM.

Other matters

Statements of value added

We have also reviewed the individual and consolidated statements of value added for the six-
-month period ended June 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, that 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, July 19, 2013

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

Page 0 of 117


 
 
 

 

 

Quarterly Financial Information

Companhia Brasileira de Distribuição

June 30, 2013

 

 


 
 

 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Table of Contents

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 6/31/2013

9

1/1/2012 to 6/31/2012

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 6/31/2013

18

1/1/2012 to 6/31/2012

19

Statement of Value Added

20

Comments on the Company`s Performance

21

Notes to the Quarterly Financial Information

39

Other Information Deemed as Relevant by the Company

109

Report on Review of Interim Financial Information

111

 

 

 

                                                                                                                                                                                                                                                                                           Page 0


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Company Information / Capital Breakdown

 

Number of Shares

(thousand)

Current Quarter

06/30/2013

 

Paid in Capital

 

 

Common

99,680

 

Preferred

164,612

 

Total

264,292

 

Treasury Shares

 

 

Common

0

 

Preferred

233

 

Total

233

 

 

 

Page 1


 
 

 

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

 

ITR –– Quarterly Financial Information – June 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

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                                                                                                                                                                                           Page 2


 
 

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

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information/ Balance Sheet - Assets

 

R$ (in thousands)

Code

Description

Current Quarter

06/30/2013

Previous Year

12/31/2012

1

Total Assets

20,695,038

22,009,548

1.01

Current Assets

4,029,928

5,783,263

1.01.01

Cash and Cash Equivalents

1,293,087

2,890,331

1.01.03

Accounts Receivable

322,430

513,783

1.01.03.01

Trade Accounts Receivable

296,375

492,642

1.01.03.02

Other Accounts Receivable

26,055

21,141

1.01.04

Inventories

2,022,077

2,132,697

1.01.06

Recoverable Taxes

257,319

193,714

1.01.06.01

Current Recoverable Taxes

257,319

193,714

1.01.07

Prepaid Expenses

71,294

30,096

1.01.08

Other Current Assets

63,721

22,642

1.01.08.01

Noncurrent Assets Held for Sales

8,853

-

1.01.08.03

Other

54,868

22,642

1.02

Noncurrent Assets

16,665,110

16,226,285

1.02.01

Long-term Assets

1,629,955

2,564,888

1.02.01.03

Accounts Receivable

28,105

25,740

1.02.01.03.02

Other Accounts Receivable

28,105

25,740

1.02.01.06

Deferred Taxes

199,351

185,491

1.02.01.06.01

Deferred Income and Social Contribution Taxes

199,351

185,491

1.02.01.07

Prepaid Expenses

41,813

49,064

1.02.01.08

Receivables from Related Parties

602,004

1,538,567

1.02.01.08.02

Receivables from Subsidiaries

536,363

1,470,807

1.02.01.08.03

Receivables from Controlling Shareholders

930

6,258

1.02.01.08.04

Receivables from Other Related Parties

64,711

61,502

1.02.01.09

Other Noncurrent Assets

758,682

766,026

1.02.01.09.04

Recoverable Taxes

233,251

217,651

1.02.01.09.05

Restricted Deposits for Legal Proceeding

525,431

548,375

1.02.02

Investments

8,004,324

6,736,527

1.02.02.01

Investments in Associates

8,004,324

6,736,527

1.02.02.01.02

Investments in Subsidiaries

8,004,324

6,736,527

1.02.03

Property and Equipment, net

5,939,262

5,816,754

1.02.03.01

In Use

5,797,543

5,655,444

1.02.03.02

Leased properties

44,445

50,993

1.02.03.03

In Progress

97,274

110,317

1.02.04

Intangible Assets

1,091,569

1,108,116

1.02.04.01

Intangible Assets

1,091,569

1,108,116

1.02.04.01.02

Intangible Assets

1,091,569

1,108,116

 

 

Page 3


 
 

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

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Current Quarter

06/30/2013

Previous Year

12/31/2012

2

Total Liabilities

20,695,038

22,009,548

2.01

Current Liabilities

6,962,445

7,097,599

2.01.01

Payroll and Related Charges

311,150

330,884

2.01.01.01

Payroll Liabilities

46,110

45,802

2.01.01.02

Social Security Liabilities

265,040

285,082

2.01.02

Trade Accounts Payable

1,864,423

2,357,379

2.01.02.01

Local Trade Accounts Payable

1,826,202

2,294,756

2.01.02.02

Foreign Trade Accounts Payable

38,221

62,623

2.01.03

Taxes and Contributions Payable

98,873

101,508

2.01.03.01

Federal Tax Liabilities

78,840

76,601

2.01.03.01.01

Income and Social Contribution Tax Payable

55,184

-

2.01.03.01.02

Other (PIS, COFINS, IOF, INSS, Funrural)

23,656

76,601

2.01.03.02

State Tax Liabilities

20,033

24,907

2.01.04

Loans and Financing

2,008,686

1,418,852

2.01.04.01

Loans and Financing

948,584

802,033

2.01.04.01.01

In Local Currency

786,332

228,566

2.01.04.01.02

In Foreign Currency

162,252

573,467

2.01.04.02

Debentures

1,016,277

549,956

2.01.04.03

Financing by Leasing

43,825

66,863

2.01.05

Other Liabilities

2,676,001

2,864,426

2.01.05.01

Related Parties

2,238,440

2,246,087

2.01.05.01.01

Debts with Associated Companies

13,592

4,033

2.01.05.01.02

Debts with Subsidiaries

2,212,683

2,226,298

2.01.05.01.03

Debts with Controlling Shareholders

12,165

15,756

2.01.05.02

Other

437,561

618,339

2.01.05.02.01

Dividends and Interest on Equity Payable

679

166,507

2.01.05.02.04

Utilities

6,625

6,343

2.01.05.02.05

Rent Payable

31,690

33,258

2.01.05.02.06

Advertisement Payable

45,855

42,103

2.01.05.02.07

Pass-through to Third Parties

9,714

10,974

2.01.05.02.08

Financing Related to Acquisition of Real Estate

86,789

88,181

2.01.05.02.09

Taxes Payable in Installments

134,231

147,172

2.01.05.02.11

Other Accounts Payable

121,978

123,801

2.01.06

Provisions

3,312

24,550

2.01.06.02

Other Provisions

3,312

24,550

2.01.06.02.02

Provisions for Restructuring

3,312

24,550

2.02

Noncurrent Liabilities

4,958,663

6,417,224

2.02.01

Loans and Financing

3,353,532

4,903,336

2.02.01.01

Loans and Financing

1,117,424

1,823,159

2.02.01.01.01

In Local Currency

1,117,424

1,662,523

2.02.01.01.02

In Foreign Currency

-

160,636

2.02.01.02

Debentures

2,096,451

2,942,111

2.02.01.03

Financing by Leasing

139,657

138,066

2.02.02

Other Liabilities

1,070,602

1,168,205

2.02.02.02

Other

1,070,602

1,168,205

2.02.02.02.03

Taxes Payable by Installments

1,025,444

1,119,029

2.02.02.02.04

Other Accounts Payable

45,158

49,176

 

 

 

 

 

Page 4


 
 

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

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

 

Individual Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

 

Code

Description

Current Quarter

06/30/2013

Previous Year

12/31/2012

2.02.04

Provision for Contingencies

534,529

345,683

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

534,529

345,683

2.02.04.01.01

Tax Provisions

295,697

169,056

2.02.04.01.02

Social Security and Labor Provisions

184,762

112,417

2.02.04.01.04

Civil Provisions

54,070

64,210

2.03

Shareholders’ Equity

8,773,930

8,494,725

2.03.01

Paid-in Capital Stock

6,758,931

6,710,035

2.03.02

Capital Reserves

214,087

228,459

2.03.02.02

Special Goodwill Reserve

-

38,025

2.03.02.04

Granted Options

206,689

183,036

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,555,358

1,556,231

2.03.04.01

Legal Reserve

300,808

300,808

2.03.04.05

Retention of Profits Reserve

793,993

794,865

2.03.04.10

Expansion Reserve

460,557

460,558

2.03.05

Retained Earnings/ Accumulated Losses

245,554

-

 

 

Page 5


 
 

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

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Statement of Income

 

R$ (in thousands)

Code

Description

YTD Current

Year

4/1/2013 to 6/30/2013

YTD Current

Year

1/1/2013 to 6/30/2013

YTD Current

Year

4/1/2012 to 6/30/2012

YTD Current

Year

1/1/2012 to 6/30/2012

3.01

Net Sales from Goods and/or Services

5,010,041

10,154,048

4,572,342

9,140,379

3.02

Cost of Goods Sold and/or Services Sold

(3,658,138)

(7,402,606)

(3,402,860)

(6,790,044)

3.03

Gross Profit

1,351,903

2,751,442

1,169,482

2,350,335

3.04

Operating Income/Expenses

(1,198,701)

(2,197,393)

(753,098)

(1,610,697)

3.04.01

Selling Costs

(770,301)

(1,557,782)

(687,995)

(1,370,265)

3.04.02

General and Administrative

(163,904)

(327,789)

(138,228)

(288,385)

3.04.04

Other Operating Expense

8,002

5,840

(12,601)

(14,854)

3.04.04.01

Income Related to Fixed Assets

(2,064)

(4,226)

(12,603)

(14,856)

3.04.04.02

Other Operating Income

10,066

10,066

2

2

3.04.05

Other Operating Expenses

(330,035)

(449,462)

(85,084)

(161,191)

3.04.05.01

Depreciation/Amortization

(100,116)

(199,743)

(83,571)

(159,678)

3.04.05.03

Other Operating Expenses

(229,919)

(249,719)

(1,567)

(1,567)

3.04.06

Equity Pickup

57,537

131,800

170,810

223,998

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

153,202

554,049

416,384

739,638

3.06

Net Financial Expenses

(135,628)

(242,540)

(107,035)

(223,529)

3.06.01

Financial Revenue

47,045

110,479

92,019

174,344

3.06.02

Financial Expenses

(182,673)

(353,019)

(199,054)

(397,873)

3.07

Earnings Before Income and Social Contribution Taxes

17,574

311,509

309,349

516,109

3.08

Income and Social Contribution Taxes

24,516

(32,844)

(54,700)

(94,868)

3.08.01

Current

5,524

(46,704)

(47,982)

(81,548)

3.08.02

Deferred

18,992

13,860

(6,718)

(13,320)

3.09

Net Income from Continued Operations

42,090

278,665

254,649

421,241

3.11

Net Income for the Period

42,090

278,665

254,649

421,241

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Earnings Basic per Share

 

 

 

 

3.99.01.01

ON

0.15000

1.00000

0.92000

1.52000

3.99.01.02

PN

0.16000

1.09000

1.01000

1.67000

3.99.02

Earnings Diluted per Share

 

 

 

 

3.99.02.01

ON

0.15000

1.00000

0.92000

1.52000

3.99.02.02

PN

0.16000

1.09000

1.00000

1.66000

 

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

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Individual Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Year

4/1/2013 to 6/30/2013

YTD Current

Year

1/1/2013 to 6/30/2013

YTD Previous

Year

4/1/2012 to 6/30/2012

YTD Previous

Year

1/1/2012 to 6/30/2012

4.01

Net Income for the Period

42,090

278,665

254,649

421,241

4.03

Comprehensive Income for the Period

42,090

278,665

254,649

421,241

 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information /Statement of Cash Flows – Indirect Method

 

R$ (in thousands)

Code

Description

YTD Current

Period

1/1/2013 to 6/30/2013

YTD Previous

Period

1/1/2012 to 6/30/2012

6.01

Net Cash Flow Operating Activities

189,133

(257,576)

6.01.01

Cash Provided by the Operations

914,502

739,829

6.01.01.01

Net Income for the Period

278,665

421,241

6.01.01.02

Deferred Income and Social Contribution Taxes

(13,860)

13,320

6.01.01.03

Results from Disposal of Fixed Assets

4,226

14,856

6.01.01.04

Depreciation/Amortization

217,837

176,006

6.01.01.05

Net Finance Results

269,795

306,458

6.01.01.06

Adjustment to Present Value

126

(3,162)

6.01.01.07

Equity Pickup

(131,800)

(223,998)

6.01.01.08

Provision for Contingencies

185,060

25,050

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

2,075

(3,304)

6.01.01.10

Share-based Payment

23,653

18,688

6.01.01.11

Allowance for Doubtful Accounts

(81)

(2,599)

6.01.01.12

Gain (Loss) in Equity Interest Dilution

-

8

6.01.01.13

Provision for Obsolescence/Shrinkage

(3,824)

(2,735)

6.01.01.14

Noncurrent expenses

82,000

-

6.01.02

Changes in Assets and Liabilities

(725,369)

(997,405)

6.01.02.01

Accounts Receivable

189,070

168,891

6.01.02.02

Inventories

114,444

151,990

6.01.02.03

Recoverable Taxes

(79,205)

34,551

6.01.02.04

Other Assets

(43,092)

(38,528)

6.01.02.05

Related Parties

(179,412)

(497,466)

6.01.02.06

Restricted Deposits for Legal Proceeding

(66,650)

(58,661)

6.01.02.07

Trade Accounts Payable

(492,956)

(671,000)

6.01.02.08

Payroll Charges

(19,734)

(17,546)

6.01.02.09

Taxes and Social Contributions Payable

(122,599)

(56,970)

6.01.02.10

Other Accounts Payable

(25,235)

(12,666)

6.02

Net Cash Flow Investment Activities

(392,753)

(376,202)

6.02.01

Capital Increase in Subsidiaries

(58,750)

-

6.02.02

Acquisition of Property and Equipment

(319,686)

(377,485)

6.02.03

Increase Intangible Assets

(29,232)

(3,473)

6.02.04

Sales of Property and Equipment

14,915

4,756

6.03

Net Cash Flow Financing Activities

(1,393,624)

993,421

6.03.01

Capital Increase/Decrease

10,871

12,847

6.03.02

Additions

-

1,522,006

6.03.03

Payments

(1,048,119)

(357,564)

6.03.04

Interest Paid

(157,438)

(53,243)

6.03.05

Payment of Dividends

(198,938)

(130,625)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,597,244)

359,643

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

1,293,087

2,688,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 8


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information / Statement of Changes in Shareholders’ Equity – 01/01/2013 to 06/30/2013

 

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

48,896

(14,372)

-

(33,111)

1,413

5.04.01

Capital Increases

10,871

-

-

-

10,871

5.04.03

Granted Options

-

23,653

-

-

23,653

5.04.06

Dividends

-

-

-

(33,111)

(33,111)

5.04.08

Reserves Capitalization

38,025

(38,025)

-

-

-

5.05

Total Comprehensive Income

-

-

-

278,665

278,665

5.05.01

Net Income for the Period

-

-

-

278,665

278,665

5.06

Internal Changes of Shareholders’ Equity

-

-

(873)

-

(873)

5.06.04

Gain (Loss) in Equity Interest

-

-

(873)

-

(873)

5.07

Closing Balance

6,758,931

214,087

1,555,358

245,554

8,773,930

 

 

Page 9


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Individual Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 06/30/2012

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

-

7,265,273

5.03

Restated Opening Balance

6,129,405

384,342

1,111,526

-

7,265,273

5.04

Capital Transactions with Shareholders

572,166

(182,218)

(358,413)

(27,814)

3,721

5.04.01

Capital Increases

12,847

-

-

-

12,847

5.04.03

Granted Options

-

18,688

-

-

18,688

5.04.06

Dividends

-

-

-

(27,814)

(27,814)

5.04.08

Capitalization of Reserve

559,319

(200,906)

(358,413)

-

-

5.05

Total Comprehensive Income

-

-

-

421,241

421,241

5.05.01

Net Income for the Period

-

-

-

421,241

421,241

5.06

Internal Changes of Shareholders’ Equity

-

-

806

-

806

5.06.04

Gain (Loss) in Equity Interest

-

-

806

-

806

5.07

Closing Balance

6,701,571

202,124

753,919

393,427

8,051,041

 

 

 

Page 10


 
 

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

 

ITR –– Quarterly Financial Information – June 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 6/30/2013

YTD Previous

Period

1/1/2012 to 6/30/2012

7.01

Revenues

10,920,951

10,079,404

7.01.01

Sales of Goods, Products and Services

11,093,125

10,038,602

7.01.02

Other Revenues

(169,321)

41,908

7.01.04

Allowance for/Reversal of Doubtful Accounts

(2,853)

(1,106)

7.02

Raw Materials Acquired from Third Parties

(8,606,776)

(8,024,254)

7.02.01

Costs of Products, Goods and Services Sold

(7,804,514)

(7,269,668)

7.02.02

Materials, Energy, Outsourced Services and Other

(802,262)

(754,586)

7.03

Gross Added Value

2,314,175

2,055,150

7.04

Retention

(217,837)

(176,006)

7.04.01

Depreciation and Amortization

(217,837)

(176,006)

7.05

Net Added Value Produced

2,096,338

1,879,144

7.06

Added Value Received in Transfer

242,279

398,342

7.06.01

Equity Pickup

131,800

223,998

7.06.02

Financial Revenue

110,479

174,344

7.07

Total Added Value to Distribute

2,338,617

2,277,486

7.08

Distribution of Added Value

2,338,617

2,277,486

7.08.01

Personnel

1,035,014

849,141

7.08.01.01

Direct Compensation

715,626

588,850

7.08.01.02

Benefits

245,793

193,268

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

62,300

52,442

7.08.01.04

Other

11,295

14,581

7.08.02

Taxes, Fees and Contributions

452,969

425,441

7.08.02.01

Federal

286,257

296,090

7.08.02.02

State

116,329

81,235

7.08.02.03

Municipal

50,383

48,116

7.08.03

Value Distributed to Providers of Capital

571,969

581,663

7.08.03.01

Interest

353,019

397,873

7.08.03.02

Rentals

218,950

183,790

7.08.04

Value Distributed to Shareholders

278,665

421,241

7.08.04.03

Retained Earnings for the Period

278,665

421,241

 

 

Page 11


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet - Assets

 

R$ (in thousands)

 

Code

Description

 

Current Quarter

06/30/2013

 

Previous Year

12/31/2012

1

Total Assets

33,402,053

34,832,108

1.01

Current Assets

14,909,748

16,680,302

1.01.01

Cash and Cash Equivalents

5,037,251

7,086,251

1.01.02

Financial Investments

23,111

-

1.01.02.01

Financial Investments Measured Fair Value

23,111

-

1.01.02.01.03

Marketable Securities

23,111

-

1.01.03

Accounts Receivable

2,728,465

2,867,556

1.01.03.01

Trade Accounts Receivable

2,500,922

2,646,079

1.01.03.02

Other Accounts Receivable

227,543

221,477

1.01.04

Inventories

5,895,910

5,759,648

1.01.06

Recoverable Taxes

957,734

871,021

1.01.06.01

Current Recoverable Taxes

957,734

871,021

1.01.07

Prepaid Expenses

178,515

66,792

1.01.08

Other Current Assets

88,762

29,034

1.01.08.01

Noncurrent Assets for Sales

51,334

-

1.01.08.03

Other

37,428

29,034

1.02

Noncurrent Assets

18,492,305

18,151,806

1.02.01

Long-term Assets

4,715,529

4,693,323

1.02.01.03

Accounts Receivable

663,934

664,896

1.02.01.03.01

Trade Accounts Receivable

98,991

108,499

1.02.01.03.02

Other Accounts Receivable

564,943

556,397

1.02.01.04

Inventories

172,280

172,280

1.02.01.06

Deferred Taxes

1,057,286

1,078,842

1.02.01.06.01

Deferred Income and Social Contribution Taxes

1,057,286

1,078,842

1.02.01.07

Prepaid Expenses

53,631

61,892

1.02.01.08

Receivables from Related Parties

199,471

178,420

1.02.01.08.03

Receivables from Controlling Shareholders

-

6,258

1.02.01.08.04

Receivables from Other Related Parties

199,471

172,162

1.02.01.09

Other Noncurrent Assets

2,568,927

2,542,993

1.02.01.09.04

Recoverable Taxes

1,258,284

1,231,642

1.02.01.09.05

Restricted Deposits for Legal Proceeding

949,628

952,294

1.02.01.09.07

Financial Instruments - Option to Put/Call

361,015

359,057

1.02.02

Investments

373,977

362,429

1.02.02.01

Investments in Associates

373,977

362,429

1.02.02.01.01

Investments in Associates

286,642

275,094

1.02.02.01.04

Other Equity Interest

87,335

87,335

1.02.03

Property and Equipment, net

8,506,243

8,114,498

1.02.03.01

In Use

8,186,348

7,761,760

1.02.03.02

Leased Properties

126,276

148,109

1.02.03.03

In Progress

193,619

204,629

1.02.04

Intangible Assets

4,896,556

4,975,556

1.02.04.01

Intangible Assets

4,896,556

4,975,556

 

 

Page 12


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

 

Current Quarter

06/30/2013

 

Previous Year

12/31/2012

2

Total Liabilities

33,402,053

34,832,108

2.01

Current Liabilities

13,309,534

13,391,267

2.01.01

Payroll and Related Charges

775,765

728,970

2.01.01.01

Payroll Liabilities

138,846

190,127

2.01.01.02

Social Security Liabilities

636,919

538,843

2.01.02

Trade Accounts Payable

5,856,579

6,240,356

2.01.02.01

Local Trade Payable

5,809,133

6,150,533

2.01.02.02

Foreign Trade Payable

47,439

89,823

2.01.03

Taxes and Contribution Payable

585,574

650,761

2.01.03.01

Federal Tax Liabilities

358,005

410,893

2.01.03.01.01

Income and Social Contribution Taxes Payable

96,451

93,759

2.01.03.01.02

Other (PIS, COFINS, IOF, INSS, Funrural)

261,554

317,134

2.01.03.02

State Tax Liabilities

222,816

233,154

2.01.03.03

Municipal Tax Liabilities

4,753

6,714

2.01.04

Loans and Financing

4,575,218

4,211,150

2.01.04.01

Loans and Financing

3,487,712

3,459,652

2.01.04.01.01

In Local Currency

3,284,433

2,754,029

2.01.04.01.02

In Foreign Currency

203,279

705,623

2.01.04.02

Debentures

1,028,751

668,444

2.01.04.03

Financing by Leasing

58,755

83,054

2.01.05

Other Liabilities

1,513,093

1,535,480

2.01.05.01

Related Parties

48,942

80,399

2.01.05.01.01

Debts with Subsidiaries

36,461

64,181

2.01.05.01.03

Debts with Controlling Shareholders

-

16,218

2.01.05.01.04

Debts with Other Related Parties

12,481

-

2.01.05.02

Other

1,464,151

1,455,081

2.01.05.02.01

Dividends

738

168,798

2.01.05.02.04

Utilities

23,409

22,801

2.01.05.02.05

Rent Payable

48,098

51,377

2.01.05.02.06

Advertisement Payable

82,302

112,976

2.01.05.02.07

Pass-through to Third Parties

216,809

224,099

2.01.05.02.08

Financing Related to Acquisition of Real Estate

102,289

88,181

2.01.05.02.09

Deferred Revenues

84,912

92,120

2.01.05.02.10

Taxes Payable in Installments

142,667

155,368

2.01.05.02.11

Companies’ Acquisition

68,250

63,021

2.01.05.02.12

Other Accounts Payable

694,677

476,340

2.01.06

Provisions

3,312

24,550

2.01.06.02

Other Provisions

3,312

24,550

2.01.06.02.02

Provisions for Restructuring

3,312

24,550

2.02

Noncurrent Liabilities

8,671,560

10,372,890

2.02.01

Loans and Financing

4,653,346

6,281,104

2.02.01.01

Loans and Financing

1,601,952

2,377,214

2.02.01.01.01

In Local Currency

1,601,952

2,176,652

2.02.01.01.02

In Foreign Currency

-

200,562

2.02.01.02

Debentures

2,895,991

3,741,353

2.02.01.03

Financing by Leasing

155,403

162,537

2.02.02

Other Liabilities

1,388,189

1,708,384

2.02.02.02

Other

1,388,189

1,708,384

2.02.02.02.03

Taxes Payable by Installments

1,108,691

1,204,543

2.02.02.02.04

Other Accounts Payable

116,236

345,640

2.02.02.02.05

Accounts Payable Related to Acquisition of Companies

163,262

158,201

2.02.03

Deferred Taxes

1,111,016

1,137,376

       

 

 

Page 13


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information /Balance Sheet – Liabilities

 

R$ (in thousands)

 

Code

Description

 

Current Quarter

06/30/2013

 

Previous Year

12/31/2012

2.02.03.01

Deferred Income and Social Contribution Taxes

1,111,016

1,137,376

2.02.04

Provisions for Contingencies

1,078,188

774,361

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

1,078,188

774,361

2.02.04.01.01

Tax Provisions

611,965

450,639

2.02.04.01.02

Social Security and Labor Provisions

314,458

190,836

2.02.04.01.04

Civil Provisions

151,765

132,886

2.02.06

Deferred Revenues

440,821

471,665

2.02.06.02

Deferred Revenues

440,821

471,665

2.03

Consolidated Shareholders’ Equity

11,420,959

11,067,951

2.03.01

Paid-in Capital Stock

6,758,931

6,710,035

2.03.02

Capital Reserves

214,087

228,459

2.03.02.02

Special Goodwill Reserve

-

38,025

2.03.02.04

Granted Options

206,689

183,036

2.03.02.07

Capital Reserve

7,398

7,398

2.03.04

Profit Reserves

1,555,358

1,556,231

2.03.04.01

Legal Reserve

300,808

300,808

2.03.04.05

Profit Retention Reserve

793,993

795,865

2.03.04.10

Expansion Reserve

460,557

460,558

2.03.05

Retained Earnings/ Accumulated Losses

245,554

-

2.03.09

Noncontrolling Interest

2,647,029

2,573,226

 

 

Page 14


 
 

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

                                                                           

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Statement of Income

R$ (in thousands)

Code

Description  

YTD Current

Year

4/1/2013 to 6/30/2013

YTD Current

Year

1/1/2013 to 6/30/2013

YTD Previous

Year

4/1/2011 to 6/30/2011

YTD Previous

Year

1/1/2012 to 6/30/2012

3.01

Net Sales from Goods and/or Services

13,382,920

26,765,784

12,037,419

24,184,870

3.02

Cost of Goods Sold and/or Services Sold

(9,832,445)

(19,681,982)

(8,808,171)

(17,711,388)

3.03

Gross Profit

3,550,475

7,083,802

3,229,248

6,473,482

3.04

Operating Income/Expenses

(3,155,099)

(6,039,666)

(2,626,522)

(5,289,153)

3.04.01

Selling Costs

(2,249,187)

(4,536,249)

(2,037,003)

(4,097,631)

3.04.02

General and Administrative

(365,039)

(767,777)

(416,296)

(853,632)

3.04.04

Other Operating Income

(13,706)

(3,026)

22,238

32,994

3.04.04.01

Income Related to Fixed Assets

(8,749)

(13,813)

(9,694)

(2,967)

3.04.04.02

Other Operating Income

(4,957)

10,787

31,932

35,961

3.04.05

Other Operating Expenses

(531,089)

(745,391)

(192,794)

(373,069)

3.04.05.01

Depreciation/Amortization

(195,124)

(390,035)

(177,320)

(351,789)

3.04.05.03

Other Operating Expenses

(335,965)

(355,356)

(15,474)

(21,280)

3.04.06

Equity Pickup

3,922

12,777

(2,667)

2,185

3.05

Profit before Net Financial Expenses and Social Contribution Taxes

395,376

1,044,136

602,726

1,184,329

3.06

Net finance expenses

(299,658)

(554,013)

(284,728)

(620,478)

3.06.01

Financial Revenue

128,048

270,674

151,013

296,637

3.06.02

Financial Expenses

(427,706)

(824,687)

(435,741)

(917,115)

3.07

Earnings Before Income and Social Contribution Taxes

95,718

490,123

317,998

563,851

3.08

Income and Social Contribution Taxes

(18,751)

(137,888)

(72,714)

(156,396)

3.08.01

Current

(54,106)

(142,692)

(50,905)

(102,986)

3.08.02

Deferred

35,355

4,804

(21,809)

(53,410)

3.09

Net Income from Continued Operations

76,967

352,235

245,284

407,455

3.11

Consolidated Net Income/Loss for the Period

76,967

352,235

245,284

407,455

3.11.01

Attributed to Partners of Parent Company

42,090

278,665

254,649

421,241

3.11.02

Attributed to Noncontrolling Shareholders

34,877

73,570

(9,365)

(13,786)

3.99

Earnings per Share - (Reais / Share)

 

 

 

 

3.99.01

Earnings Basic per Share

 

 

 

 

3.99.01.01

ON

0.15000

1.00000

0.92000

1.52000

3.99.01.02

PN

0.16000

1.09000

1.01000

1.67000

3.99.02

Earnings Diluted per Share

 

 

 

 

3.99.02.01

ON

0.15000

1.00000

0.92000

1.52000

3.99.02.02

PN

0.16000

1.09000

1.00000

1.66000

 

 

Page 15


 
 

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

                                                                           

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information / Comprehensive Income for the Period

 

R$ (in thousands)

Code

Description  

YTD Current

Year

4/1/2013 to 6/30/2013

YTD Current

Year

1/1/2013 to 6/30/2013

YTD Previous

Year

4/1/2012 to 6/30/2012

YTD Previous

Year

1/1/2012 to 6/30/2012

4.01

Net Income for the Period

76,967

352,235

245,284

407,455

4.03

Comprehensive Income for the Period

76,967

352,235

245,284

407,455

4.03.01

Attributed to Controlling Shareholders

42,090

278,665

254,649

421,241

4.03.02

Attributed to Non-Controlling Shareholders

34,877

73,570

(9,365)

(13,786)

 

 

Page 16


 
 

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

                                                                           

ITR –– Quarterly Financial Information – June 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 6/30/2013

YTD Previous

Period

1/1/2012 to 6/30/2012

6.01

Net Cash Flow Operating Activities

602,187

60,609

6.01.01

Cash Provided by the Operations

1,719,795

1,548,106

6.01.01.01

Net Income for the Period

352,235

407,455

6.01.01.02

Deferred Income and Social Contribution Taxes

(4,804)

53,410

6.01.01.03

Results from Disposal of Fixed Assets

13,813

2,957

6.01.01.04

Depreciation/Amortization

426,701

392,170

6.01.01.05

Net Finance Results

464,450

562,522

6.01.01.06

Adjustment to Present Value

1,724

(587)

6.01.01.07

Equity Pickup

(12,777)

(2,185)

6.01.01.08

Payment Provision for Contingencies

287,614

66,745

6.01.01.09

Provision for Disposals and Impairment of Property and Equipment

2,773

(308)

6.01.01.10

Share-Based payment

23,653

18,688

6.01.01.11

Allowance for Doubtful Accounts

23,329

195,050

6.01.01.12

Gain (Loss) in Equity Interest Dilution

-

(26,863)

6.01.01.13

Barter Revenue

-

(96,810)

6.01.01.14

Provision for Obsolescence/Shrinkage

(15,840)

(26,863)

6.01.01.15

Deferred Revenue

(30,844)

-

6.01.01.16

Noncurrent expenses

187,768

-

6.01.02

Changes in Assets and Liabilities

(1,117,608)

(1,487,497)

6.01.02.01

Accounts Receivable

115,895

298,569

6.01.02.02

Inventories

(136,172)

571,952

6.01.02.03

Recoverable Taxes

(146,375)

(214,935)

6.01.02.04

Financial instruments

-

(51,048)

6.01.02.05

Other Assets

(110,627)

(82,327)

6.01.02.06

Related Parties

(82,938)

(59,356)

6.01.02.07

Restricted Deposits for Legal Proceeding

(115,693)

(96,203)

6.01.02.08

Trade Accounts Payable

(370,827)

(1,652,536)

6.01.02.09

Payroll Charges

46,795

77,728

6.01.02.10

Taxes and Social Contributions Payable

(155,452)

(200,422)

6.01.02.11

Other Accounts Payable

(99,237)

(78,919)

6.01.02.12

Financial Investments

(22,977)

-

6.02

Net Cash Flow Investing Activities

(774,496)

(544,125)

6.02.01

Companies Acquisition

8,192

3,149

6.02.02

Capital Increase in Subsidiaries

-

53

6.02.03

Acquisition of Property and Equipment

(768,278)

(554,674)

6.02.04

Increase Intangible Assets

(58,649)

(30,301)

6.02.05

Sales of Property and Equipment

44,239

37,477

6.02.06

Net Cash Acquisition

-

171

6.03

Net Cash flow Financing Activities

(1,876,691)

986,944

6.03.01

Capital Increase/Decrease

10,871

12,847

6.03.02

Additions

2,408,397

4,566,907

6.03.03

Payments

(3,782,204)

(3,326,062)

6.03.04

Interest Paid

(312,584)

(136,123)

6.03.05

Payment of Dividends

(201,171)

(130,625)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(2,049,000)

503,428

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

5,037,251

5,473,383

 

 

Page 17


 
 

(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity –01/01/2013 to 06/30/2013

 

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

48,896

(14,372)

-

(33,111)

-

1,413

-

1,413

5.04.01

Capital Increases

10,871

-

-

-

-

10,871

-

10,871

5.04.03

Granted Options

-

23,653

-

-

-

23,653

-

23,653

5.04.06

Dividends

-

-

-

(33,111)

-

(33,311)

-

(33,311)

5.04.08

Capitalization of Reserve

38,025

(38,025)

-

-

-

-

-

-

5.05

Total Comprehensive Income

-

-

-

(278,665)

-

278,665

73,570

352,235

5.05.01

Net Income for the Period

-

-

-

(278,665)

-

278,665

73,570

352,235

5.06

Internal Changes of Shareholders’ Equity

-

-

(873)

-

-

(873)

233

(640)

5.06.04

Gain (Loss) in Equity Interest

-

-

(873)

-

-

(873)

233

(640)

5.07

Closing Balance

6,758,931

214,087

1,555,358

245,554

-

8,773,930

2,647,029

11,420,959

 

 

Page 18


 
 

(FREETRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

 

 

Consolidated Quarterly Financial Information /Statement of Changes in Shareholders’ Equity – 01/01/2012 to 06/30/2012

 

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

572,166

(182,218)

(358,413)

(27,814)

-

3,721

-

3,721

5.04.01

Capital Increase

12,847

-

-

-

-

12,847

-

12,847

5.04.03

Granted Options

-

18,688

-

-

-

18,688

-

18,688

5.04.06

Dividends

-

-

-

(27,814)

-

(27,814)

-

(27,814)

5.04.08

Capitalization of Reserves

559,319

(200,906)

(358,413)

-

-

-

-

-

5.05

Total Comprehensive Income

-

-

-

421,241

-

421,241

(13,786)

407,455

5.05.01

Net Income for the Period

-

-

-

421,241

-

421,241

(13,786)

407,455

5.06

Internal Changes of Shareholders’ Equity

-

-

806

-

-

806

371

1,177

5.06.04

Gain (Loss) in Equity Interest

-

-

806

-

-

806

371

1,177

5.07

Closing Balance

6,701,571

202,124

753,919

393,427

-

8,051,041

2,455,737

10,506,778

 

 

 

 

 

Page 19


 
 

 

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

 

ITR –– Quarterly Financial Information – June 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 6/30/2013

YTD Previous

Period

1/1/2012 to 6/30/2012

7.01

Revenues

29,498,553

27,145,572

7.01.01

Sales of Goods, Products and Services

29,903,610

27,171,747

7.01.02

Other Revenues

(188,639)

105,082

7.01.04

Allowance for/Reversal of Doubtful Accounts

(216,418)

(131,257)

7.02

Raw Materials Acquired from Third Parties

(22,717,171)

(20,563,143)

7.02.01

Costs of Products, Goods and Services Sold

(20,190,341)

(18,142,776)

7.02.02

Materials, Energy, Outsourced Services and Other

(2,526,830)

(2,420,367)

7.03

Gross Added Value

6,781,382

6,582,429

7.04

Retention

(426,701)

(392,170)

7.04.01

Depreciation and Amortization

(426,701)

(392,170)

7.05

Net Added Value Produced

6,354,681

6,190,259

7.06

Added Value Received in Transfer

283,451

298,822

7.06.01

Equity Pickup

12,777

2,185

7.06.02

Financial Revenue

270,674

296,637

7.07

Total Added Value to Distribute

6,638,132

6,489,081

7.08

Distribution of Added Value

6,638,132

6,489,081

7.08.01

Personnel

2,772,991

2,754,785

7.08.01.01

Direct Compensation

2,021,319

1,871,519

7.08.01.02

Benefits

496,144

429,850

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

179,529

180,470

7.08.01.04

Other

75,999

272,946

7.08.01.04.01

Interest

75,999

272,946

7.08.02

Taxes, Fees and Contributions

2,027,820

1,862,421

7.08.02.01

Federal

1,219,478

1,145,310

7.08.02.02

State

698,832

603,830

7.08.02.03

Municipal

109,510

113,281

7.08.03

Value Distributed to Providers of Capital

1,485,086

1,464,420

7.08.03.01

Interest

824,687

917,115

7.08.03.02

Rentals

660,399

547,305

7.08.04

Value Distributed to Shareholders

352,235

407,455

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

278,665

421,241

7.08.04.04

Noncontrolling Interest in Retained Earnings

73,570

(13,786)

 

Page 20


 

 

 

      2Q13 Earnings Release

Net income up 35.8% to R$ 327 million

 

São Paulo, Brazil, July 23, 2013 - Grupo Pão de Açúcar [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] and Via Varejo [BM&FBOVESPA: VVAR3] announce their results for the second quarter of 2013 (2Q13). 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 brick-and-mortar stores) and Nova Pontocom's e-commerce operations: Extra.com.br, PontoFrio.com.br, Casasbahia.com.br, Barateiro.com.br, PartiuViagens.com.br, e-Plataforma and Atacado Pontofrio). More 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

Gross sales revenue reached R$ 14.919 billion

 

§       Gross sales revenue totaled R$ 14.919 billion, up 10.4% over 2Q12. In 1H13, excluding the effect of early Easter, sales increased by 10.1%; 
 

§     33 new stores added 29,000 square meters to sales area in the period. Sales area increased 2.2% year-to-date; 
 

§        Same-store growth reached 7.3%, benefited by Viavarejo’s same-store growth increase;
 

§        EBITDA at R$ 609 million, impacted by Other Operating Expenses and Revenues amounting to R$ 350 million in the period. The EBITDA adjusted by these effects increased 20.6%, with margin at 7.2%;
 

§      Sales, general and administrative expenses as percentage of net sales revenue decline in all operations. In GPA Consolidated, it declined from 20.5% to 19.5% in 2Q13.
 

GPA Food

Gross sales revenue up 8.8% in 2Q13, with adjusted EBITDA margin at 7.0%

          

§        Gross sales revenue, excluding real estate projects, totaled R$ 7.984 billion, up 8.8% over 2Q12;
 

§        Increase in expansion pace: 29 new stores in 2Q13. Sales area increased 2.9% year-to-date; 
 

§        Same-store growth of 4.8% in food categories, due to the early Easter, which was in 1Q13;
 

§     EBITDA at R$ 253 million, impacted by Other Operating Expenses and Revenues of R$ 260 million in the period. EBITDA adjusted by these effects would be R$ 512 million, with EBITDA margin at 7.0%.

 

  GPA Consolidated GPA Food (ex. real estate projects) Viavarejo
(R$ million)(1) 2Q13 2Q12 Δ   1H13 1H12 Δ   2Q13 2Q12 Δ   2Q13 2Q12 Δ
 
Gross Sales Revenue 14,919 13,512 10.4% 29,904 27,172 10.1% 7,984 7,339 8.8% 6,936 6,075 14.2%
Net Sales Revenue 13,383 12,037 11.2% 26,766 24,185 10.7% 7,321 6,622 10.6% 6,062 5,318 14.0%
Gross Profit 3,550 3,229 9.9% 7,084 6,473 9.4% 1,812 1,693 7.0% 1,739 1,438 20.9%
  Gross Margin 26.5% 26.8% -0.3 p.p. 26.5% 26.8% -0.3 p.p. 24.7% 25.6% -0.9 p.p. 28.7% 27.0% 1.7 p.p.
EBITDA 609 801 -24.0% 1,471 1,577 -6.7% 253 483 -47.7% 356 220 61.5%
  EBITDA Margin(2) 4.5% 6.7% -2.2 p.p. 5.5% 6.5% -1.0 p.p. 3.4% 7.3% -3.9 p.p. 5.9% 4.1% 1.8 p.p.
Adjusted EBITDA 958 794 20.6% 1,829 1,565 16.9% 512 474 8.1% 446 222 100.5%
  Adjusted EBITDA Margin 7.2% 6.6% 0.6 p.p. 6.8% 6.5% 0.3 p.p. 7.0% 7.2% -0.2 p.p. 7.4% 4.2% 3.2 p.p.
Net Financial Revenue (Expenses) (300) (285) 5.2% (554) (620) -10.7% (129) (121) 7.0% (170) (164) 3.9%
% of net sales revenue 2.2% 2.4% -0.2 p.p. 2.1% 2.6% -0.5 p.p. 1.8% 1.8% 0.0 p.p. 2.8% 3.1% -0.3 p.p.
Company's net profit 77 245 -68.6% 352 407 -13.6% (18) 142 -113.0% 95 5 1667.4%
  Net Margin 0.6% 2.0% -1.4 p.p. 1.3% 1.7% -0.4 p.p. -0.3% 2.1% -2.4 p.p. 1.6% 0.1% 1.5 p.p.
Adjusted Net Income 327 241 35.8% 610 400 52.6% 172 136 26.6% 155 7 2112.5%
Adjusted Net Margin 2.4% 2.0% 0.4 p.p. 2.3% 1.7% 0.6 p.p. 2.4% 2.1% 0.3 p.p. 2.6% 0.1% 2.5 p.p.
(1) Totals and percentage changes are rounded off and all margins were calculated as percentage of net sales revenue.
(2) Earnings before Interest, Taxes, Depreciation, Amortization

 

 

 

Page 21


 

 

 

For better comparability of results, the following comments do not include the results of the real estate projects implemented by the Company in 2Q12 in partnership with construction companies, which generated non-recurring revenue of R$ 98 million.

 

Sales Performance

 

  Gross Sales Revenue Net Sales Revenue
(R$ million) 2Q13 2Q12 Δ 1H13 1H12 Δ 2Q13 2Q12 Δ 1H13 1H12 Δ
GPA Consolidated (ex-real estate projects ) 14,919 13,414 11.2% 29,904 27,074 10.5% 13,383 11,939 12.1% 26,766 24,087 11.1%
GPA Food (ex-real estate projects) 7,984 7,339 8.8% 16,132 14,710 9.7% 7,321 6,622 10.6% 14,703 13,278 10.7%

Retail

6,425 6,197 3.7% 13,147 12,436 5.7% 5,887 5,579 5.5% 11,965 11,200 6.8%

Cash and Carry

1,558 1,142 36.4% 2,985 2,273 31.3% 1,434 1,043 37.5% 2,738 2,078 31.8%
GPA Non Food 6,936 6,075 14.2% 13,771 12,364 11.4% 6,062 5,318 14.0% 12,062 10,809 11.6%

Viavarejo - bricks and mortar stores

5,873 5,236 12.2% 11,757 10,633 10.6% 5,113 4,552 12.3% 10,256 9,232 11.1%

Nova Pontocom

1,062 840 26.5% 2,014 1,731 16.4% 949 765 24.1% 1,806 1,577 14.6%
Real Estate Projects - 98 - - 98 - - 98 - - 98 -

 

 

Gross 'Same-Store' Sales Revenue
  2Q13 1H13
GPA Consolidated 7.3% 7.0%
Food 4.8% 7.2%
Non-food 9.3% 6.8%

 

Consolidated gross sales revenue totaled R$14.919 billion, up 11.2% over 2Q12. GPA Food’s gross revenue increased 8.8% and Viavarejo’s increased 14.2%.

The Company’s focus on expansion enabled the inauguration of 33 new stores in the quarter, of which 23 Minimercado Extra, four Casas Bahia three Assaí, two Pão de Açúcar and one drugstore. During the quarter, over 29,000 square meters were added to the GPA Consolidated’s sales area, which represents an increase of 1.0% over the end of March. From January to June, the area growth was at 2.2%. The company reaffirms its commitment to the area expansion guidance of above 6% for GPA Food and between 2% and 3% for Viavarejo for 2013. Such guidance does not consider the settlement agreement (Termo de Compromisso de Desempenho ‐ TCD) with Brazil’s antitrust agency CADE (Conselho Administrativo de Defesa Econômica) – more information about TCD on page 7. Another highlight in the quarter was the performance of Nova Pontocom, which once again posted double-digit growth.

In 1H13, excluding the effect of early Easter, gross sales totaled R$ 29.904 billion, up 10.5% over 1H12.

Same-store sales increased 7.3% in 2Q13, driven by the accelerated same-store growth of Viavarejo in the past quarters.

 

 

Page 22


 

 

Sales of the Group’s food categories posted same-store growth of 4.8%, impacted by the early Easter in 2013, which was celebrated in the first quarter. The Company estimates that the impact of the early Easter in the sales growth, in 2Q13, was approximately 300 basis points. Considering the calendar effect, same-store sales would increase by 7.8%, above inflation. Considering the six-month period, in which the calendar effect is not valid, same-store growth was 7.2%, which represents a real growth of 0.5% i.e. deflated by the IPCA inflation index for the last 12 months.

Minimercado Extra and Assaí banners posted double-digit growth in same-store sales.

Sales of the Group’s non-food categories, which include Viavarejo and the non-food categories of Extra Hiper, posted same-store growth of 9.3%, spurred by Viavarejo’s performance. The bricks-and-mortar stores posted ‘same‐store’ sales growth of 9.5%, fueled by the effective marketing campaigns combined with the commercial strategy, in addition to sales related to Mother’s Day. Nova Pontocom posted growth of 26.5% in the quarter, thanks to a price repositioning strategy in its different banners. In real terms, considering the inflation in the electronics, furniture and mattress categories in the past 12 months, as released by the Brazilian Institute of Geography and Statistics (IBGE), weighted by the product mix of the bricks-and-mortar stores and Nova Pontocom, gross revenue sales grew 8.7%.

In the second half of June, popular uprisings in Brazil forced the Company to shut certain stores for some hours at specific periods. The Management believes that the impacts on sales and other expenses were minor and did not significantly affect the 2Q13 performance.

Grupo Pão de Açúcar, through its banners Casas Bahia, Pontofrio and Extra Hiper, participate in the federal government’s ”Minha Casa Melhor” program, launched in June, which offer the beneficiaries of the “Minha Casa, Minha Vida” program a special credit facility to acquire furniture and home appliances. All of the Company’s businesses that sell the items included in the product basket subsidized by the credit facility are committed to meeting the demand of these new consumers.

 

Page 23


 

 

Operating Performance

 

  GPA Consolidated (ex. real estate projects)
  2Q13 2Q12 Δ 1H13 1H12 Δ
Gross Sales Revenue 14,919 13,414 11.2% 29,904 27,074 10.5%
Net Sales Revenue 13,383 11,939 12.1% 26,766 24,087 11.1%
Gross Profit 3,550 3,131 13.4% 7,084 6,375 11.1%
   Gross Margin 26.5% 26.2% 0.3 p.p. 26.5% 26.5% 0.0 p.p.
   Selling Expenses (2,249) (2,037) 10.4% (4,536) (4,098) 10.7%
   General and Administrative Expenses (365) (416) -12.3% (768) (854) -10.1%
   Equity Income 4 (3) - 13 2 484.7%
   Other Operating Revenue (Expenses) (350) 7 - (358) 12 -
Total Operating Expenses (2,960) (2,449) 20.9% (5,650) (4,937) 14.4%
   % of Net Sales Revenue 22.1% 20.5% 1.6 p.p. 21.1% 20.5% 0.6 p.p.
Depreciation (Logistic) 18 21 -14.1% 37 40 -9.2%
EBITDA (1) (2) 609 703 -13.4% 1,471 1,478 -0.5%
   EBITDA Margin 4.5% 5.9% -1.4 p.p. 5.5% 6.1% -0.6 p.p.
Adjusted EBITDA (3) 958 696 37.6% 1,829 1,467 24.7%
   Adjusted EBITDA Margin 7.2% 5.8% 1.4 p.p. 6.8% 6.1% 0.7 p.p.

 

(1)      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).

(2)      As from 1Q13, the depreciation recognized in the cost of goods sold, essentially consisting of the depreciation of distribution centers, began to be specified in the calculation of EBITDA.

(3)      The explanation is available on page 11.

The Company’s gross margin increased by 30 basis points, reflecting the price repositioning in food retail, which was supported by a reduction in expenses. As in 1Q13, Assaí banner adopted more competitive prices in the new stores, in line with the banner’s strategy to generate traffic.

In terms of operational efficiency gains, the highlight was the reduction in the ratio between Viavarejo’s selling, general and administrative expenses and net revenue, from 23.1% in 2Q12 to 21.5% in 2Q13, due to the gains of synergy from the Productivity Plan and the higher rationalization of staff, marketing and IT expenses.

In 2Q13, the Company incurred in Other Operating Expenses and Revenues of R$ 350 million. It is worth mentioning the provisions for tax risks (R$ 163 million), effects related to the association between Pontofrio and Casas Bahia (*) (R$ 67 million), restructuring expenses and results from fixed assets (R$ 51 milion) and provisions related to labor claims and others (R$ 69 million).

EBITDA totaled R$ 609 million, due to the recognition of Other Operating Expenses and Revenues, as mentioned above. Adjusted EBITDA, which excludes such Other Operating Expenses and Revenues, would be R$ 958 million, up 37.6%, with ajusted EBITDA margin 7.2%.

In Viavarejo, the further gains of synergies and the implementation of new processes and elimination of operating expenses resulted in an EBITDA growth of 61.5%.

The six-month analysis, which excludes the calendar effect of Easter and the expense mentioned above, EBITDA increased by 24.7%, to R$ 1.829 billion.

(*) Refers to the effects related to the project by external consultants especially hired to analyze the accounting entries related to the association between Pontofrio and Casas Bahia.

 

 

Page 24


 

 

 

 

GPA Food (Retail and Cash-and-carry stores)

 

Food Retail (Extra and Pão de Açúcar)

 

  Food Retail (ex. real estate projects)
  2Q13 2Q12 Δ 1H13 1H12 Δ
Gross Sales Revenue 6,425 6,197 3.7% 13,147 12,436 5.7%
Net Sales Revenue 5,887 5,579 5.5% 11,965 11,200 6.8%
Gross Profit 1,611 1,535 5.0% 3,305 3,106 6.4%
   Gross Margin 27.4% 27.5% -0.1 p.p. 27.6% 27.7% -0.1 p.p.
   Selling Expenses (974) (945) 3.1% (1,987) (1,883) 5.6%
   General and Administrative Expenses (186) (170) 9.2% (379) (353) 7.5%
   Equity Income 3 (2) - 10 2 380.2%
   Other Operating Revenue (Expenses) (261) 8 - (284) (2) -
Total Operating Expenses (1,418) (1,109) 27.9% (2,641) (2,235) 18.1%
   % of Net Sales Revenue 24.1% 19.9% 4.2 p.p. 22.1% 20.0% 2.1 p.p.
Depreciation (Logistic) 11 10 4.7% 21 19 7.3%
EBITDA 204 436 -53.3% 685 890 -23.0%
   EBITDA Margin 3.5% 7.8% -4.3 p.p. 5.7% 7.9% -2.2 p.p.
Adjusted EBITDA 465 428 8.6% 969 892 8.7%
   Adjusted EBITDA Margin 7.9% 7.7% 0.2 p.p. 8.1% 8.0% 0.1 p.p.

 

Gross margin decreased by 10 basis points, while selling, general and administrative expenses accounted for 19.7% of net sales revenue, down 30 basis points.

EBITDA was impacted by Other Operating Expenses and Revenues totaling R$ 261.0 million. EBITDA totaled R$ 204 million, down 53.3% over 2Q12. EBITDA adjusted by the above-mentioned effect was R$ 465 million, with margin at 7.9%. Compared to 2Q12, growth would be 8.6%, higher than revenue growth.

Management expects futher reductions on operating expenses over the year which may be converted into lower prices for consumers to increase store traffic. With such strategy, the Company’s market share is expected to increase over the next quarters.

 

GPA Malls & Properties launched a new brand in June, Conviva, which is based on the neighborhood malls concept and aims to fill the gap between street stores and large commercial centers. Its first project, Conviva Américas, is anchored by an innovative concept of a Pão de Açúcar store, in addition to major sports, baby and gym retail chains, and another 35 satellite stores, including a food court. Conviva attracts customer traffic for the Pão de Açúcar store while diversies the group’s revenue with rental revenue. The project has a gross leasable area of 12,500 square meters. The Company expects to deliver at least 35,000 square meters of new gross leasable area in commercial centers this year.

 

 

 

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Cash-and-carry stores (Assaí)

 

  Cash and Carry
  2Q13 2Q12 Δ 1H13 1H12 Δ
Gross Sales Revenue 1,558 1,142 36.4% 2,985 2,273 31.3%
Net Sales Revenue 1,434 1,043 37.5% 2,738 2,078 31.8%
Gross Profit 200 158 26.5% 375 304 23.5%
   Gross Margin 14.0% 15.2% -1.2 p.p. 13.7% 14.6% -0.9 p.p.
   Selling Expenses (136) (102) 32.6% (259) (204) 27.1%
   General and Administrative Expenses (17) (10) 66.4% (33) (21) 57.7%
   Other Operating Revenue (Expenses) 1.2 0.8 48.8% 1.3 0.3 288.3%
Total Operating Expenses (152) (112) 35.6% (291) (224) 29.6%
   % of Net Sales Revenue 10.6% 10.7% -0.1 p.p. 10.6% 10.8% -0.2 p.p.
Depreciation (Logistic) 0.01 0.05 -76.8% 0.08 0.07 18.5%
EBITDA 49 47 4.6% 85 80 6.5%
   EBITDA Margin 3.4% 4.5% -1.1 p.p. 3.1% 3.8% -0.7 p.p.
Adjusted EBITDA 48 46 3.8% 84 79 5.4%
   Adjusted EBITDA Margin 3.3% 4.4% -1.1 p.p. 3.1% 3.8% -0.7 p.p.

 

Gross sales revenue totaled R$ 1.558 billion, up 36.4% over 2Q12, while EBITDA increased 4.6%, with margin at 3.4%. The first stores launched in new states demand more investments in marketing and more competitive prices, which lead to a natural margin contraction in the first months of operation at the newly opened stores in these regions. The success of this strategy is reflected in the sales performance of the recently opened stores, which exceeded initial expectations.

Keeping the aggressive store-opening plan for 2013 and, as already mentioned in 1Q13, the Company in 2Q13 delivered three new Assaí stores - in Ceará, Mato Grosso do Sul and Paraná. In the first six months of 2013, six new stores were opened, of which five were the first stores in their respective states. These six new stores represent 33,160 square meters of sales area and 74,200 square meters of built-up area. In the last 10 months, Assaí doubled the number of states in which it operates, from six to 12.The inauguration of stores in new regions was concentrated in the first half and other eight stores will be delivered in the second half of the year.

The increase in operating expenses continues to lag behind revenue growth. The low-expense business model sustains the more competitive pricing strategy. Management believes that this model will bring operating expenses down to below 10% of net revenue in the medium term.

 

 

 

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Electronics and home appliances (Viavarejo bricks-and-mortar stores and Nova Pontocom)

 

  Viavarejo
  2Q13 2Q12 Δ 1H13 1H12 Δ
Gross Sales Revenue 6,936 6,075 14.2% 13,771 12,364 11.4%
Net Sales Revenue 6,062 5,318 14.0% 12,062 10,809 11.6%
Gross Profit 1,739 1,438 20.9% 3,403 2,966 14.8%
  Gross Margin 28.7% 27.0% 1.7 p.p. 28.2% 27.4% 0.8 p.p.
  Selling Expenses (1,139) (990) 15.1% (2,290) (2,011) 13.9%
  General and Administrative Expenses (162) (236) -31.3% (355) (480) -25.9%
  Equity Income 1 (0) - 3 0 2156.5%
  Other Operating Revenue (Expenses) (90) (2) 4276.0% (76) 13 -
Total Operating Expenses (1,390) (1,229) 13.2% (2,718) (2,478) 9.7%
  % of Net Sales Revenue 22.9% 23.1% -0.2 p.p. 22.5% 22.9% -0.4 p.p.
Depreciation (Logistic) 8 11 -31.0% 16 21 -24.6%
EBITDA 356 220 61.5% 701 509 37.8%
  EBITDA Margin 5.9% 4.1% 1.8 p.p. 5.8% 4.7% 1.1 p.p.
Adjusted EBITDA 446 222 100.5% 776 495 56.7%
  Adjusted EBITDA Margin 7.4% 4.2% 3.2 p.p. 6.4% 4.6% 1.8 p.p.

 

The operational improvement was coupled with the acceleration in sales. The business posted higher sales growth than in previous quarters. The 180-basis-point increase in EBITDA margin is due to the gain in gross margin, which increased due to a more efficient logistics and increased penetration of sale of services, as well as a reduction in selling, general and administrative expenses as percentage of net revenue.

Furthermore, EBITDA was negatively impacted by Other Operating Expenses and Revenues, which totaled R$ 90 million, mainly due to the adjustments recommended by external consultants especially hired to analyze the accounting entries related to the association between Pontofrio and Casas Bahia. Adjusted EBITDA margin, excluding  the effects mentioned above, would be 7.4% in the 2Q13, up 320 basis point over 2Q12.

The 160-basis-point decrease in selling, general and administrative expenses as a percentage of net sales revenue was due to the synergies captured with the Productivity Plan, mainly due to the greater rationalization of personnel, marketing and IT expenses.

As a result of the settlement agreement (Termo de Compromisso de Desempenho ‐ TCD) with Brazil’s antitrust agency CADE (Conselho Administrativo de Defesa Econômica), 74 stores are in the process of being divested, which together represent approximately 3% of Viavarejo’s gross sales in 2012, as mentioned in a material fact released on 04/17/2013.  The Company will keep its shareholders and the market informed about any developments related to the compliance with the TCD.

In 1H13, EBITDA totaled R$ 701 million, up 37.8% over 1H12. EBITDA margin increased 110 basis points to 5.8%. Adjusted by Other Operating Expenses and Revenues, EBITDA would be R$ 776 million, with margin at 6.4%. The Company reaffirms its EBITDA margin guidance above 6.6% in the year.

 

 

 

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Indebtedness

 

  GPA Consolidated GPA Food
(R$ million) 06.30.2013 03.31.2013 06.30.2013 03.31.2013
 
Short Term Debt (2,112) (2,577) (2,022) (2,239)
  Loans and Financing (1,083) (1,445) (1,005) (1,226)
  Debentures (1,029) (1,132) (1,016) (1,014)
Long Term Debt (4,545) (5,008) (3,733) (4,189)
  Loans and Financing (1,649) (2,014) (1,637) (1,994)
  Debentures (2,896) (2,995) (2,096) (2,195)
Total Gross Debt (6,657) (7,586) (5,755) (6,429)
Cash 5,060 6,002 2,707 3,553
Net Debt (1,597) (1,584) (3,048) (2,875)
Net Debt / EBITDA(1) 0.44x 0.42x 1.53x 1.24x
  Payment book - short term (2,463) (2,470) - -
  Payment book - long term (108) (115) - -
Net Debt with payment book (4,168) (4,168) (3,048) (2,875)
Net Debt / EBITDA(1) 1.16x 1.10x 1.53x 1.24x

Net debt, including Viavarejo’s payment book operation, totaled R$ 4.168 billion at the end of June. Maturities of loans, financing and debentures are still concentrated in the long term, of which 70% mature in over 12 months.

In 2Q13, net reserves were down by R$ 900 million for the purpose of debt payment, which decreased by the same amount. The net debt/EBITDA ratio stood at 1.16x on 06/30/2013. At the end of June, the Company had cash reserves close to R$ 5 billion. For more information, see the Cash Flow section.

 

Financial Result

 

  GPA Consolidated (ex. real estate projects) GPA Food
(ex. real estate projects)
Viavarejo
(R$ million) 2Q13 2Q13 Δ 1S13 1S12 Δ 2Q13 2Q13 Δ 2Q13 2Q13 Δ
 
  Financial Revenue 128 151 -15.2% 271 297 -8.8% 83 123 -32.9% 53 40 33.6%
  Financial Expenses (428) (436) -1.8% (825) (917) -10.1% (212) (244) -13.1% (224) (204) 9.8%
Net Financial Revenue (Expenses) (300) (285) 5.2% (554) (620) -10.7% (129) (121) 7.0% (170) (164) 3.9%
  % of Net Sales Revenue 2.2% 2.4% -0.2 p.p. 2.1% 2.6% -0.5 p.p. 2.2% 2.2% 0.0 p.p. 2.8% 3.1% -0.3 p.p.
  Charges on Net Bank Debt (57) (56) 2.6% (109) (122) -10.5% (69) (59) 16.7% 11 3 269.3%
  Cost of Discount of Receivables of Payment Book (140) (116) 20.1% (260) (265) -1.9% (25) (23) 6.0% (115) (93) 23.6%
  Cost of Discount of Receivables of Credit Card (40) (41) -1.3% (62) (82) -24.4% (36) (38) -7.2% (4) (2) 101.7%
  Restatement of Other Assets and Liabilities (62) (72) -13.0% (123) (152) -18.8% - - - (62) (72) -13.0%
Net Financial Revenue (Expenses) (300) (285) 5.2% (554) (620) -10.7% (129) (121) 7.0% (170) (164) 3.9%

The ratio of net financial income to net revenue declined during yet another quarter, from 2.4% to 2.2% in 2Q13, for a total net expense of R$ 300 million. Noteworthy was the reduction in expenses with the discount of receivables and charges on net debt, directly resulting from the lower annualized Selic rate in the period, of 7.32% and from the control on payment conditions offered to clients. The Company’s net debt also decreased, due to the cash flow from the food and electronics and home appliances operations.

 

 

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As in previous quarters, the Company continues to sell its credit card receivables directly to acquirers or banks, without any right of recovery or related obligation. The volume of discounted receivables amounted to R$ 13.742 billion.

Despite the recent increase in the expectations for the Selic base interest rate, the Company reaffirms its guidance released on 04/30/2013, according to which net financial expenses should represent at most 2.3% of the net sales revenue in the consolidated result. In GPA Food, the highest level expected for the year is 1.8%, while in Viavarejo the ceiling is 2.9%. In all cases, the numbers forecast for 2013 are lower than those reported in 2012.

 

Net Income

 

  GPA Consolidated (ex. real estate projects) GPA Food (ex. real estate projects)
 
(R$ million) 2Q13 2Q12 Δ% 1H13 1H12 Δ% 2Q13 2Q12 Δ% 1H13 1H12 Δ%
 
EBITDA 609 703 -13.4% 1,471 1,478 -0.5% 253 483 -47.7% 770 970 -20.6%
Depreciation (Logistic) (18) (21) -14.1% (37) (40) -9.2% (11) (10) 4.3% (21) (19) 7.3%
Depreciation and Amortization (195) (177) 10.0% (390) (352) 10.9% (161) (146) 10.5% (321) (283) 13.4%
Net Financial Revenue (Expenses) (300) (285) 5.2% (554) (620) -10.7% (129) (121) 7.0% (237) (263) -9.8%
Income Before Income Tax 96 220 -56.5% 490 466 5.2% (49) 206 -123.6% 190 404 -52.9%
Income Tax (19) (73) -74.2% (138) (156) -11.8% 30 (64) - (33) (115) -71.4%
Company's net income 77 147 -47.7% 352 309 13.9% (18) 142 -113.0% 158 289 -45.5%
Net Margin 0.6% 1.2% -0.6 p.p. 1.3% 1.3% 0.0 p.p. 0.3% 2.1% -1.8 p.p. 1.1% 2.2% -1.1 p.p.
Total Nonrecurring 350 (7)   358 (12)   260 (9)   283 1  
  Income Tax from Nonrecurring (100) 2   (100) 4   (69) 3   (75) (0)  
Adjusted Net Income 327 143 129.1% 610 302 102.3% 172 136 26.6% 365 290 26.0%
Adjusted Net Margin 2.4% 1.2% 1.2 p.p. 2.3% 1.3% 1.0 p.p. 2.4% 2.1% 0.3 p.p. 2.5% 2.2% 0.3 p.p.

 

Income before income tax totaled R$ 96 million, down 56.5% over the same period in 2012.

Adjusted net income, which excludes Other Operating Expenses and Revenues, as explained on page 4, was R$ 327 million, up 129.1% over 2Q12.

Adjusted net income in 1H13 increased 102.3% to R$ 610 million. The increase is due to sales growth, the brisk pace of store openings at GPA Food and improved profitability at Viavarejo. The control over financial expenses also positively impacted the first half results.

 

 

 

 

 

Page 29


 

 

Simplified cash flow

 

  GPA Consolidated GPA Food Viavarejo
 
(R$ million) 2Q13 2Q12 1H13 1H12 2Q13 2Q12 2Q13 2Q12
 
Cash Balance at beginning of period 6,002 3,746 7,086 4,970 3,553 2,831 2,449 915
Cash Flow from operating activities 887 623 603 61 603 655 284 (33)
  EBITDA 609 802 1,471 1,577 253 582 356 220
  Cost of Discount of Receivables (143) (126) (265) (282) (29) (30) (114) (96)
  Working Capital (948) (1,089) (1,597) (2,077) (80) (684) (868) (405)
  Assets and Liabilities Variation 1,369 1,036 994 843 459 787 910 249
Cash Flow from Investment Activities (483) (342) (775) (544) (424) (274) (59) (69)
  Net Investment (491) (311) (783) (547) (433) (243) (59) (69)
  Aquisition and Others 8 (31) 8 3 8 (31) - -
Change on net cash after investments 404 280 (172) (484) 178 382 226 (101)
Cash Flow from Financing Activities (1,369) 1,447 (1,877) 987 (1,024) 1,008 (345) 439
  Dividends Payments and Others (201) (131) (201) (131) (196) (131) (5) -
  Net Proceeds (1,168) 1,578 (1,676) 1,118 (828) 1,139 (340) 439
Change on net cash (965) 1,727 (2,049) 503 (846) 1,390 (119) 338
Cash Balance at end of period 5,037 5,473 5,037 5,473 2,707 4,221 2,330 1,253

 

At the end of 2Q13, the cash position was R$ 5.037 billion. The decrease of R$ 965 million was due to the payment of loans, debentures and dividends. As mentioned in prior quarters, the Company did not have to refinance or hire new debt operations.

The cash flow from operating activities was R$ 887 million, positive in both GPA Food and Viavarejo, even discounting the invested amounts, mostly in new stores, which demonstrates the Company’s ability to accelerate its organic growth without hiring new debt.

 

Capex

  GPA Consolidated GPA Food
(R$ million) 2Q13 2Q12 Δ 1H13 1H12 Δ 2Q13 2Q12 Δ 2Q13 2Q12 Δ
 
New stores and land acquisition 201 155 29.7% 401 231 73.4% 184 119 55.1% 17 36 -53.4%
Store renovations and conversions 118 107 9.8% 239 198 20.9% 80 98 -18.0% 37 9 304.1%
Infrastructure and Others 138 130 6.5% 212 204 3.8% 110 102 8.3% 28 28 0.0%
Total 457 392 16.6% 851 633 34.6% 375 318 17.7% 82 74 11.8%

 

Consolidated investments totaled R$ 457 million in the quarter, up 16.6% over 2Q12, mainly due to the opening of new stores and land acquisition, for which 44.0% of the investments of the period were directed. Compared to the same period in 2012, the amount was 29.7% higher. As explained in the previous sections, a total of 33 new stores were opend in 2Q13: 23 Minimercado Extra, four Casas Bahia three Assaí, two Pão de Açúcar and one drugstore.

Investments in GPA Food totaled R$ 375 million, up 17.7% over 2Q12. In 2Q13, 49.2% of the total was invested in the opening of new stores and land acquisition, a result of the Company’s strategy of increasing organic growth for this operation, which will deliver 500 new stores by 2015.

For 2013, the Company expects to invest up to R$ 2 billion.

 

 

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Dividends

 

Interim dividends for the second quarter of 2013 will total R$ 33.1 million, of which R$ 21.3 million related to preferred shares and R$ 11.8 million to common shares. Shareholders of record on July 31, 2013 will be entitled to receive dividends. As of August 01, 2013, the shares will trade ex-dividends until the payment date. The prepayment of dividends for 2Q13 will be on August, 13, 2013.

 

 

 

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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 (bricks 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 specified in the calculation of EBITDA.

Adjusted EBITDA: Profitability measure calculated by EBITDA excluding Other Operating Revenues 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 result’s comparability and analysis.

Adjusted net income: Profitability measure calculated by net income excluding Other Operating Revenues and Expenses, discounting the effects on Income Tax and Social Contribution. Management uses this measure because it reflects more faithfully the result of Company's normal operations, eliminating, thus, extraordinary expenses and revenues and other extraordinary entries that may compromise result’s comparability and analysis.

 

Page 32


 

 

BALANCE SHEET
ASSETS
 

GPA Consolidated

GPA Food

  06.30.2013 03.31.2013 06.30.2012 06.30.2013 03.31.2013 06.30.2012
Current Assets 14,910 15,886 16,694 6,566 7,772 9,019
Cash and Marketable Securities 5,060 6,002 5,473 2,707 3,553 4,221
Accounts Receivable 2,486 2,822 2,253 310 686 260
Credit Cards 343 782 389 191 572 181
Payment book 2,127 2,078 1,961 - - -
Sales Vouchers and Others 226 155 105 116 110 76
Post-Dated Checks 3 4 4 3 4 4
Allowance for Doubtful Accounts (214) (197) (205) (0) (0) (1)
Resulting from Commercial Agreements 15 25 389 15 25 389
Receivables Fund (FIDC) - - 2,381 - - 1,056
Inventories 5,896 5,676 4,939 2,992 3,041 2,603
Recoverable Taxes 958 834 826 317 239 270
Assets Available for Sale 51 - - 25 - -
Expenses in Advance and Other Accounts Receivable 443 527 432 199 228 219
Noncurrent Assets 18,492 18,352 17,261 15,333 15,116 14,278
Long-Term Assets 4,716 4,733 4,405 2,806 2,759 2,564
Accounts Receivables 99 98 556 - - 462
Paes Mendonça - - 462 - - 462
Payment Book 99 106 102 - - -
Others 8 - - - - -
Allowance for Doubtful Accounts (8) (8) (7) - - -
Inventories 172 172 111 172 172 111
Recoverable Taxes 1,258 1,280 1,030 261 265 212
Fair Value Bartira 361 360 355 361 360 355
Deferred Income Tax and Social Contribution 1,057 1,047 1,185 387 381 426
Amounts Receivable from Related Parties 199 187 146 314 216 178
Judicial Deposits 950 968 899 714 769 730
Expenses in Advance and Others 619 621 123 596 597 92
Investments 374 371 269 280 277 176
Property and Equipment 8,506 8,295 7,554 7,485 7,260 6,617
Intangible Assets 4,897 4,953 5,032 4,761 4,820 4,920
TOTAL ASSETS 33,402 34,238 33,955 21,899 22,888 23,297
 
LIABILITIES
 

GPA Consolidated

GPA Food

  06.30.2013 03.31.2013 06.30.2012 06.30.2013 03.31.2013 06.30.2012
Current Liabilities 13,310 13,675 11,297 6,573 6,984 6,149

Suppliers

5,857 5,769 4,570 2,716 2,874 2,533

Loans and Financing

1,083 1,445 1,581 1,005 1,226 1,406

Payment Book (CDCI)

2,463 2,470 2,227 - - -

Debentures

1,029 1,132 792 1,016 1,014 679

Payroll and Related Charges

776 710 837 397 355 372

Taxes and Social Contribution Payable

586 578 180 143 180 81

Dividends Proposed

1 169 1 1 166 1

Financing for Purchase of Fixed Assets

102 105 14 102 105 14

Rents

48 49 44 48 49 44

Acquisition of Companies

68 68 58 68 68 58

Debt with Related Parties

49 78 52 426 400 522

Advertisement

82 84 85 47 44 40

Provision for Restructuring

3 20 9 3 20 9

Tax Payments

143 148 169 139 144 166

Advanced Revenue

85 90 77 9 11 8

Others

935 762 601 451 328 217
Long-Term Liabilities 8,672 9,205 12,151 7,096 7,641 9,338

Loans and Financing

1,649 2,014 1,844 1,637 1,994 1,754

Payment Book (CDCI)

108 115 116 - - -

Receivables Fund (FIDC)

- - 2,437 - - 1,194

Debentures

2,896 2,995 3,814 2,096 2,195 3,012

Acquisition of Companies

163 158 199 163 158 199

Deferred Income Tax and Social Contribution

1,111 1,136 1,104 1,108 1,133 1,104

Tax Installments

1,109 1,185 1,244 1,068 1,144 1,201

Provision for Contingencies

1,078 795 721 869 628 552

Advanced Revenue

441 454 375 40 37 23

Others

116 354 298 115 353 298
Shareholders' Equity 11,421 11,357 10,507 8,230 8,262 7,810

Capital

6,759 6,711 6,702 5,077 5,077 5,278

Capital Reserves

214 242 202 214 242 202

Profit Reserves

1,801 1,792 1,147 1,801 1,792 1,147

Minority Interest

2,647 2,612 2,456 1,138 1,151 1,183
TOTAL LIABILITIES 33,402 34,238 33,955 21,899 22,888 23,297

 

 

Page 33


 

 

 

  INCOME STATEMENT
 

GPA Consolidated
IFRS
GPA Consolidated
(ex. real estate projects)
GPA Food
(ex. real estate projects)
Food Retail
(ex. real estate projects)
Cash and Carry Viavarejo
 
R$ - Million 2Q13 2Q12 Δ 2Q13 2Q12 Δ 2Q13 2Q12 Δ 2Q13 2Q12 Δ 2Q13 2Q12 Δ 2Q13 2Q12 Δ
Gross Sales Revenue 14,919 13,512 10.4% 14,919 13,414 11.2% 7,984 7,339 8.8% 6,425 6,197 3.7% 1,558 1,142 36.4% 6,936 6,075 14.2%
Net Sales Revenue 13,383 12,037 11.2% 13,383 11,939 12.1% 7,321 6,622 10.6% 5,887 5,579 5.5% 1,434 1,043 37.5% 6,062 5,318 14.0%
Cost of Goods Sold (9,814) (8,787) 11.7% (9,814) (8,787) 11.7% (5,499) (4,918) 11.8% (4,265) (4,034) 5.7% (1,233) (884) 39.5% (4,316) (3,869) 11.6%
Depreciation (Logistic) (18) (21) -14.1% (18) (21) -14.1% (11) (10) 4.3% (11) (10) 4.7% (0.01) (0.05) -76.8% (8) (11) -31.0%
Gross Profit 3,550 3,229 9.9% 3,550 3,131 13.4% 1,812 1,693 7.0% 1,611 1,535 5.0% 200 158 26.5% 1,739 1,438 20.9%
Selling Expenses (2,249) (2,037) 10.4% (2,249) (2,037) 10.4% (1,110) (1,047) 6.0% (974) (945) 3.1% (136) (102) 32.6% (1,139) (990) 15.1%
General and Administrative Expenses (365) (416) -12.3% (365) (416) -12.3% (203) (180) 12.5% (186) (170) 9.2% (17) (10) 66.4% (162) (236) -31.3%
Equity Income 4 (3) - 4 (3) - 3 (2) - 3 (2) - - - 0.0% 1 (0) -
Other Operating Revenue (Expenses) (350) 7 - (350) 7 - (260) 9 - (261) 8 - 1.2 0.8 48.8% (90) (2) 4276.0%
Total Operating Expenses (2,960) (2,449) 20.9% (2,960) (2,449) 20.9% (1,570) (1,221) 28.6% (1,418) (1,109) 27.9% (152) (112) 35.6% (1,390) (1,229) 13.2%
Depreciation and Amortization (195) (177) 10.0% (195) (177) 10.0% (161) (146) 10.5% (148) (135) 9.6% (13) (11) 22.9% (34) (31) 7.7%
Earnings before interest and Taxes - EBIT 395 603 -34.4% 395 505 -21.7% 81 327 -75.3% 45 291 -84.5% 36 36 -0.8% 315 178 76.7%
Financial Revenue 128 151 -15.2% 128 151 -15.2% 83 123 -32.9% 77 120 -35.8% 6 3 71.6% 53 40 33.6%
Financial Expenses (428) (436) -1.8% (428) (436) -1.8% (212) (244) -13.1% (202) (235) -14.1% (10) (9) 13.8% (224) (204) 9.8%
Net Financial Revenue (Expenses) (300) (285) 5.2% (300) (285) 5.2% (129) (121) 7.0% (125) (116) 8.4% (4) (5) -23.1% (170) (164) 3.9%
Income Before Income Tax 96 318 -69.9% 96 220 -56.5% (49) 206 -123.6% (80) 175 -145.7% 32 31 3.0% 144 14 924.3%
Income Tax (19) (73) -74.2% (19) (73) -74.2% 30 (64) - 41 (61) - (11) (4) 212.4% (49) (9) 462.0%
Net Income - Company 77 245 -68.6% 77 147 -47.7% (18) 142 -113.0% (39) 115 -134.1% 21 27 -24.1% 95 5 1667.4%
Minority Interest - Noncontrolling 35 (9) - 35 (9) - (24) (27) -12.5% (24) (27) -12.5% - - - 48 4 1184.8%
Net Income - Controlling Shareholders (1) 42.1 255 -83.5% 42 157 -73.1% 5 169 (0.97) (15) 142 - 21 27 -24.1% 48 2 2719.6%
Net Income per Share 0 1 -83.5% 0 1 -73.6%                        
Nº of shares (million) ex-treasury shares 264 263 0.4% 264 263 0.4%                        
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 609 801 -24.0% 609 703 -13.4% 253 483 -47.7% 204 436 -53.3% 49 47 4.6% 356 220 61.5%
Adjusted EBITDA 958 794 20.6% 958 696 37.6% 512 474 8.1% 465 428 8.6% 48 46 3.8% 446 222 100.5%
 
 
  GPA Consolidated
IFRS
  GPA Consolidated
(ex. real estate
projects)
  GPA Food
(ex. real estate
projects)
  Food Retail
(ex. real estate
projects)
  Cash and Carry   Viavarejo  
             
% Net Sales Revenue            
  2Q13 2Q12   2Q13 2Q12   2Q13 2Q12   2Q13 2Q12   2Q13 2Q12   2Q13 2Q12  
Gross Profit 26.5% 26.8%   26.5% 26.2%   24.7% 25.6%   27.4% 27.5%   14.0% 15.2%   28.7% 27.0%  
Selling Expenses 16.8% 16.9%   16.8% 17.1%   15.2% 15.8%   16.5% 16.9%   9.5% 9.8%   18.8% 18.6%  
General and Administrative Expenses 2.7% 3.5%   2.7% 3.5%   2.8% 2.7%   3.2% 3.0%   1.2% 1.0%   2.7% 4.4%  
Equity Income 0.0% 0.0%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%  
Other Operating Revenue (Expenses) 2.6% 0.1%   2.6% 0.1%   3.5% 0.1%   4.4% 0.1%   -0.1% 0.1%   1.5% 0.0%  
Total Operating Expenses 22.1% 20.3%   22.1% 20.5%   21.4% 18.4%   24.1% 19.9%   10.6% 10.7%   22.9% 23.1%  
Depreciation and Amortization 1.5% 1.5%   1.5% 1.5%   2.2% 2.2%   2.5% 2.4%   0.9% 1.0%   0.6% 0.6%  
EBIT 3.0% 5.0%   3.0% 4.2%   1.1% 4.9%   0.8% 5.2%   2.5% 3.4%   5.2% 3.3%  
Net Financial Revenue (Expenses) 2.2% 2.4%   2.2% 2.4%   1.8% 1.8%   2.1% 2.1%   0.3% 0.5%   2.8% 3.1%  
Income Before Income Tax 0.7% 2.6%   0.7% 1.8%   0.7% 3.1%   1.4% 3.1%   2.2% 2.9%   2.4% 0.3%  
Income Tax 0.1% 0.6%   0.1% 0.6%   0.4% 1.0%   0.7% 1.1%   0.8% 0.3%   0.8% 0.2%  
Net Income - Company 0.6% 2.0%   0.6% 1.2%   0.3% 2.1%   0.7% 2.1%   1.4% 2.6%   1.6% 0.1%  
Minority Interest - noncontrolling 0.3% 0.1%   0.3% 0.1%   0.3% 0.4%   0.4% 0.5%   0.0% 0.0%   0.8% 0.1%  
Net Income - Controlling Shareholders (1) 0.3% 2.1%   0.3% 1.3%   0.1% 2.6%   0.3% 2.5%   1.4% 2.6%   0.8% 0.0%  
EBITDA 4.5% 6.7%   4.5% 5.9%   3.4% 7.3%   3.5% 7.8%   3.4% 4.5%   5.9% 4.1%  
Adjusted EBITDA 7.2% 6.6%   7.2% 5.8%   7.0% 7.2%   7.9% 7.7%   3.3% 4.4%   7.4% 4.2%  
(1) Net Income after noncontrolling shareholders                                    

 

 

 

Page 34


 

 

  INCOME STATEMENT
 
  GPA Consolidated
IFRS
GPA Consolidated
(ex. real estate projects)
GPA Food
(ex. real estate projects)
Food Retail (excl.
empreendimentos imob.)
Cash and Carry Viavarejo
 
R$ - Million 1H13 1H12 ? 1H13  1H12 ? 1H13 1H12 ? 1H13 1H12  ? 1H13 1H12 ? 1H13  1H12 ?
Gross Sales Revenue 29,904 27,172 10.1% 29,904 27,074 10.5% 16,132 14,710 9.7% 13,147 12,436 5.7% 2,985 2,273 31.3% 13,771 12,364 11.4%
Net Sales Revenue 26,766 24,185 10.7% 26,766 24,087 11.1% 14,703 13,278 10.7% 11,965 11,200 6.8% 2,738 2,078 31.8% 12,062 10,809 11.6%
Cost of Goods Sold (19,645) (17,671) 11.2% (19,645) (17,671) 11.2% (11,002) (9,849) 11.7% (8,639) (8,075) 7.0% (2,363) (1,774) 33.2% (8,643) (7,822) 10.5%
Depreciation (Logistic) (37) (40) -9.2% (37) (40) -9.2% (21) (19) 7.3% (21) (19) 7.3% (0) (0) 18.5% (16) (21) -24.6%
Gross Profit 7,084 6,473 9.4% 7,084 6,375 11.1% 3,681 3,410 7.9% 3,305 3,106 6.4% 375 304 23.5% 3,403 2,966 14.8%
Selling Expenses (4,536) (4,098) 10.7% (4,536) (4,098) 10.7% (2,246) (2,086) 7.7% (1,987) (1,883) 5.6% (259) (204) 27.1% (2,290) (2,011) 13.9%
General and Administrative Expenses (768) (854) -10.1% (768) (854) -10.1% (412) (374) 10.3% (379) (353) 7.5% (33) (21) 57.7% (355) (480) -25.9%
Equity Income 13 2 4.85 13 2 4.85 10 2 3.80 10 2 3.80 - - 0.0% 3 0 21.57
Other Operating Revenue (Expenses) (358) 12 - (358) 12 - (283) (1) - (284) (2) - 1 0 288.3% (76) 13 0.0%
Total Operating Expenses (5,650) (4,937) 14.4% (5,650) (4,937) 14.4% (2,931) (2,459) 19.2% (2,641) (2,235) 18.1% (291) (224) 29.6% (2,718) (2,478) 9.7%
Depreciation and Amortization (390) (352) 10.9% (390) (352) 10.9% (321) (283) 13.4% (296) (263) 12.7% (25) (21) 22.2% (69) (68) 0.5%
Earnings before interest and Taxes - EBIT 1,044 1,184 -11.8% 1,044 1,086 -3.9% 428 667 -35.9% 368 608 -39.4% 59 59 0.9% 616 419 47.0%
Financial Revenue 271 297 -8.8% 271 297 -8.8% 177 229 -22.6% 166 218 -26.6% 11 11 4.7% 107 89 19.8%
Financial Expenses (825) (917) -10.1% (825) (917) -10.1% (415) (492) -15.7% (395) (462) -14.5% (20) (30) -35.3% (423) (446) -5.2%
Net Financial Revenue (Expenses) (554) (620) -10.7% (554) (620) -10.7% (237) (263) -9.8% (229) (244) -3.6% (8) (20) -57.4% (317) (357) -11.4%
Income Before Income Tax 490 564 -13.1% 490 466 5.2% 190 404 -52.9% 139 365 -63.3% 51 39 30.1% 300 62 383.2%
Income Tax (138) (156) -11.8% (138) (156) -11.8% (33) (115) (0.71) (15) (110) (0.87) (18) (5) 277.7% (105) (42) 151.3%
Net Income - Company 352 407 -13.6% 352 309 13.9% 158 289 -45.5% 125 255 -53.3% 33 34 -4.3% 195 20 862.4%
Minority Interest - Noncontrolling 74 (14) - 74 (14) - (24) (27) -12.5% (24) (27) -12.5% - - - 97 13 626.7%
Net Income - Controlling Shareholders (1) 278.7 421 -33.8% 279 323 -13.8% 181 316 (0.43) 148 282 (0.49) 33 34 -4.3% 97 7 1324.3%
Net Income per Share 1 2 -34.1% 1 1 -16.2%                        
Nº of shares (million) ex-treasury shares 264 263 0.4% 264 263 0.4%                        
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 1,471 1,577 -6.7% 1,471 1,478 -0.5% 770 970 -20.6% 685 890 -23.0% 85 80 6.5% 701 509 37.8%
Adjusted EBITDA                                    
 
  GPA Consolidated
IFRS
  GPA Consolidated
(ex. real estate
projects)
  GPA Food (ex. real
estate projects)
  Food Retail (excl.
empreendimentos
imob.)
  Cash and Carry   Viavarejo  
             
             
             
% Net Sales Revenue            
  1H13 1H12   1H13  1H12   1H13 1H12   1H13 1H12   1H13 1H12   1H13 1H12  
Gross Profit 26.5% 26.8%   26.5% 26.5%   25.0% 25.7%   27.6% 27.7%   13.7% 14.6%   28.2% 27.4%  
Selling Expenses 16.9% 16.9%   16.9% 17.0%   15.3% 15.7%   16.6% 16.8%   9.5% 9.8%   19.0% 18.6%  
General and Administrative Expenses 2.9% 3.5%   2.9% 3.5%   2.8% 2.8%   3.2% 3.2%   1.2% 1.0%   2.9% 4.4%  
Equity Income 0.0% 0.0%   0.0% 0.0%   0.1% 0.0%   0.1% 0.0%   0.0% 0.0%   0.0% 0.0%  
Other Operating Revenue (Expenses) 1.3% 0.0%   1.3% 0.0%   1.9% 0.0%   2.4% 0.0%   0.0% 0.0%   0.6% 0.1%  
Total Operating Expenses 21.1% 20.4%   21.1% 20.5%   19.9% 18.5%   22.1% 20.0%   10.6% 10.8%   22.5% 22.9%  
Depreciation and Amortization 1.5% 1.5%   1.5% 1.5%   2.2% 2.1%   2.5% 2.3%   0.9% 1.0%   0.6% 0.6%  
EBIT 3.9% 4.9%   3.9% 4.5%   2.9% 5.0%   3.1% 5.4%   2.2% 2.8%   5.1% 3.9%  
Net Financial Revenue (Expenses) 2.1% 2.6%   2.1% 2.6%   1.6% 2.0%   1.9% 2.2%   0.3% 0.9%   2.6% 3.3%  
Income Before Income Tax 1.8% 2.3%   1.8% 1.9%   1.3% 3.0%   1.2% 3.3%   1.9% 1.9%   2.5% 0.6%  
Income Tax 0.5% 0.6%   0.5% 0.6%   0.2% 0.9%   0.1% 1.0%   0.7% 0.2%   0.9% 0.4%  
Net Income - Company 1.3% 1.7%   1.3% 1.3%   1.1% 2.2%   1.0% 2.3%   1.2% 1.7%   1.6% 0.2%  
Minority Interest - noncontrolling 0.3% 0.1%   0.3% 0.1%   0.2% 0.2%   0.2% 0.2%   0.0% 0.0%   0.8% 0.1%  
Net Income - Controlling Shareholders (1) 1.0% 1.7%   1.0% 1.3%   1.2% 2.4%   1.2% 2.5%   1.2% 1.7%   0.8% 0.1%  
EBITDA 5.5% 6.5%   5.5% 6.1%   5.2% 7.3%   5.7% 7.9%   3.1% 3.8%   5.8% 4.7%  
Adjusted EBITDA 6.8% 6.5%   6.8% 6.1%   7.2% 7.3%   8.1% 8.0%   3.1% 3.8%   6.4% 4.6%  
(1) Net Income after noncontrolling shareholders                                    

 

 

Page 35


 

 

STATEMENT OF CASH FLOW
(R$ million) GPA Consolidated
  06.30.2013 06.30.2012
 
Net Income for the period 352 407

Adjustment for Reconciliation of Net Income

   

Deferred Income Tax

(5) 53

Income of Permanent Assets Written-Off

14 3

Depreciation and Amortization

427 392

Interests and Exchange Variation

464 563

Adjustment to Present Value

2 (1)

Equity Income

(13) (2)

Provision for Contingencies

288 67

Provision for low and losses of fixed assets

3 (0)

Share-Based Compensation

24 19

Allowance for Doubtful Accounts

23 195

Net profit/loss on shareholder interest

- (24)

Provision for Obsolescence and Retail Loss

(16) (27)

Swap revenue

- (97)

Deferred Revenue

(31) (24)

Extraordinary Expenses

188 -
  1,720 1,524
Asset (Increase) Decreases    

Accounts Receivable

116 299

Inventories

(136) 572

Taxes recoverable

(146) (215)

Financial Instrument - Rede Duque

- (51)

Other assets

(111) (82)

Related Parties

(83) (59)

Judicial Deposits

(156) (96)
  (516) 367
Liability (Increase) Decrease    

Suppliers

(371) (1,653)

Payroll and Charges

47 78

Taxes and Contribuitions

(155) (200)

Other Accounts Payable

(99) (55)

Marketable Securities

(23) -
  (602) (1,830)
Net Cash Generated from (Used in) Operating Activities 602 61
 
CASH FLOW FROM INVESTMENT AND FINANCING ACTIVITIES
  GPA Consolidated
  06.30.2013 06.30.2012
 
Aquisição de empresas 8 3
Aumento de capital em controladas - 0
Aquisição de bens do ativo imobilizado (768) (555)
Aumento do ativo intangível (59) (30)
Venda de bens do imobilizado 44 37
Caixa líquido de aquisições - 0
 
Caixa líquido gerado (utilizado nas) atividades de investimento (774) (544)
 
Cash Flow from Financing Activities - -

Increase (Decrease) of Capital

11 13

Funding and Refinancing

2,408 4,567

Payments

(3,782) (3,326)

Interest Paid

(313) (136)

Dividend Payments

(201) (131)
 
Net Cash Generated from (used in) Financing Activities (1,877) 987
 

Cash and Cash Equivalents at the Beginning of the Year

7,086 4,970

Cash and Cash Equivalents at the End of the Year

5,037 5,473
Change in Cash and Cash Equivalent (2,049) 503

 

 

 

Page 36


 

 

 

BREAKDOWN OF GROSS SALES BY BUSINESS

(R$ million) 2Q13 % 2Q12 % Δ 1H13 % 1H12 % Δ
 
Pão de Açúcar

1,462

9.8%

1,374

10.2%

6.4%

2,965

9.9%

2,722

10.0%

8.9%

Extra Hiper

3,307

22.2%

3,313

24.5%

-0.2%

6,827

22.8%

6,671

24.6%

2.3%

Minimercado Extra

103

0.7%

55

0.4%

88.0%

196

0.7%

108

0.4%

81.9%

Extra Supermercado

1,166

7.8%

1,084

8.0%

7.5%

2,397

8.0%

2,228

8.2%

7.6%

Assaí

1,558

10.4%

1,142

8.5%

36.4%

2,985

10.0%

2,273

8.4%

31.3%

Others Business (1)

387

2.6%

370

2.7%

4.6%

762

2.5%

708

2.6%

7.7%

GPA Food

7,984

53.5%

7,339

54.3%

8.8%

16,133

53.9%

14,709

54.1%

9.7%

Real Estate Projects

-

-

98

0.7%

-

-

-

98

0.4%

-

Pontofrio

1,433

9.6%

1,279

9.5%

12.0%

2,916

9.8%

2,658

9.8%

9.7%

Casas Bahia

4,441

29.8%

3,957

29.3%

12.2%

8,841

29.6%

7,975

29.4%

10.9%

Nova Pontocom

1,062

7.1%

840

6.2%

26.5%

2,014

6.7%

1,731

6.4%

16.3%

Viavarejo (2)

6,935

46.5%

6,075

45.0%

14.2%

13,771

46.1%

12,364

45.5%

11.4%

GPA Consolidated

14,919

100.0%

13,512

100.0%

10.4%

29,904

100.0%

27,172

100.0%

10.1%

(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) 2Q13 % 2Q12 % Δ 1H13 % 1H12 % Δ
 
Pão de Açúcar 1,334 10.0% 1,232 10.2% 8.3% 2,689 10.0% 2,445 10.1% 10.0%
Extra Hiper 2,988 22.3% 2,941 24.4% 1.6% 6,124 22.9% 5,922 24.5% 3.4%
Minimercado Extra 97 0.7% 51 0.4% 89.9% 184 0.7% 100 0.4% 82.9%
Extra Supermercado 1,084 8.1% 988 8.2% 9.8% 2,215 8.3% 2,031 8.4% 9.0%
Assaí 1,434 10.7% 1,043 8.7% 37.5% 2,738 10.2% 2,078 8.6% 31.8%
Others Business (1) 384 2.9% 367 3.0% 4.7% 755 2.8% 701 2.9% 7.6%
GPA Food 7,321 54.7% 6,621 55.0% 10.6% 14,703 54.9% 13,278 54.9% 10.7%
  - - 98 0.8% - - - 98 0.4% -
Pontofrio 1,246 9.3% 1,121 9.3% 11.2% 2,535 9.5% 2,328 9.6% 8.9%
Casas Bahia 3,866 28.9% 3,432 28.5% 12.7% 7,721 28.8% 6,904 28.5% 11.8%
Nova Pontocom 949 7.1% 765 6.4% 24.1% 1,806 6.7% 1,577 6.5% 14.6%
Viavarejo (2) 6,062 45.3% 5,318 44.2% 14.0% 12,062 45.1% 10,809 44.7% 11.6%
GPA Consolidated 13,383 100.0% 12,037 100.0% 11.2% 26,766 100.0% 24,185 100.0% 10.7%
(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
  2Q13 2Q12 1H13 1H12 2Q13 2Q12 1H13 1H12
 
Cash 41.1% 40.0% 41.8% 37.7% 52.9% 52.8% 53.3% 53.0%
Credit Card 48.5% 49.2% 48.1% 45.9% 38.8% 39.8% 38.5% 39.5%
Food Voucher 4.4% 4.0% 4.4% 3.7% 8.2% 7.3% 8.1% 7.3%
Credit 6.0% 6.9% 5.7% 6.4% 0.1% 0.1% 0.1% 0.1%
Post-Dated Checks 0.0% 0.1% 0.0% 0.1% 0.1% 0.1% 0.1% 0.1%
Payment Book 5.9% 6.8% 5.7% 6.3% - - - -

 

 

 

 

Page 37


 

 

  STORES OPENINGS/CLOSINGS PER BANNER
  03/31/2012 Opened Closed 06/30/2013
 
Pão de Açúcar 163 2 - 165
Extra Hiper 138 - - 138
Extra Supermercado 209 - - 209
Minimercado Extra 119 23  1 141
Assaí 64 3 - 67
Other Business 241 1 - 242
Gas Satation 85 - - 85
Drugstores 156 1 - 157
GPA Food 934 29  1 962
Pontofrio 396 -  1 395
Casas Bahia 572 4 - 576
GPA Consolidated 1,902 33  2 1,933
 
Sale Area ('000 m2)          
GPA Food 1,589     1,614
GPA Consolidated 2,997     3,026
 
# of employees ('000) 151     151

 

 

Page 38


 

 

2Q13 Results Conference Call and Webcast
Wednesday, July 24, 2013
11:00 a.m. (Brasília time) | 10:00 a.m. (New York) | 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: 23975738
Access code for English audio: 23975739

http://www.gpari.com.br

CONTACTS

Investor Relations – GPA and Viavarejo
Phone: +55 11 3886-0421
Fax: +55 11 3884-2677
gpa.ri@grupopaodeacucar.com.br 
Website:
www.gpari.com.br 
www.viavarejo.com.br/ri 

Media Relations - GPA
Phone: +55 11 3886-3666
imprensa@grupopaodeacucar.com.br 
Media Relations - Viavarejo
Phone: +55 11 4225-9228
imprensa@viavarejo.com.br  | imprensa@casasbahia.com.br 

Social Media News Room
http://imprensa.grupopaodeacucar.com.br/category/gpa/ 
Twitter - Imprensa
@imprensagpa 

Casa do Cliente – Customer Service
Pão de Açúcar: 0800-7732732/ Extra: 0800-115060
Pontofrio: +55 11 4002-3388/Casas Bahia: +55 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 second quarter of 2013 (2Q13), 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.

 

For the calculation of EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization, 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 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.

 

Grupo Pão de Açúcar 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 June 2013 was 6.70%.

 

 

About Grupo Pão de Açúcar and Viavarejo: Grupo Pão de Açúcar 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 bricks-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 therefore subject to change.

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 151 thousand employees, 1,933 stores in 19 Brazilian states and in the Federal District and a logistics infrastructure comprised of 55 distribution centers located in 13 states and Federal District at June 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, and July 1, 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.

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

1.    Corporate information -- Continued 

 

b)     Wilkes’ corporate events

 

At the Extraordinary General Meeting held in Wilkes on June 22, 2012, the parent company of the Company, approved the change in the chairmanship of its Board of Directors. Mr. Jean Charles Henri Naouri, chairman of the Casino, became the Chairman of the Board of Directors, a position previously held by Mr. Abilio dos Santos Diniz.

 

 

At the Extraordinary General Meeting held in Wilkes on July 2, 2012, having been defined the composition of the Board of Directors as follows: Mr. Jean Charles Henri Naouri (Chairman), Mr. Abilio dos Santos Diniz, Mr. Marcelo Fernandez Trindade and Mr. Arnaud Strasser. After these events, the Casino became the single controller of the Company.

 

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

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 financial statements. The Company will maintain its shareholders and the market informed of any material developments regarding the Proceedings.

 

e)  Arbitration request Abilio dos Santos Diniz x Casino

 

On December 20, 2012, partner Abilio dos Santos Diniz informed the Company of the filing of an arbitration procedure against the Casino Group, whose terms are subject to a confidentiality obligation. The Company is not a party to the arbitration procedure.

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

1.    Corporate information –Continued 

 

f)   Restructuring of Via Varejo

 

On December 14, 2011 the Board of Directors of the Company approved a formal plan for closing 88 Pontofrio stores. Such closings were approved by the Anti-Trust Agency (“CADE”) as required by Preserve Reversibility of Operation Agreement (“APRO”). On December 31, 2011, the Company communicated employees, store owners, trade accounts payables and others and recorded a provision for the closing of the stores in the amount of R$34,700, and R$20,700 related to the net value of property and equipment assets and R$14,000 to other expenses related to the closure.

 

Of the 88 stores planned to be closed, the Company has closed 66 and has decided to maintain 8 stores and 7 stores will be sold. At June 30, 2013 the Company had a provision for closing stores of R$3,073, related to the 7 stores planned to be closed and additional expenses that may be incurred by the stores already closed.

 

g)     Valuation of assets 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, 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 (Note 30). The work will continue in the second half of 2013 for the items where it was not possible to reach a conclusion. At this moment, the Company is not aware of any other adjustment that should be recorded in the quarterly financial information.

 

h)     Performance Commitment Agreement

 

As Material Fact released on April 17, 2013, the Via Varejo, the Company, CB 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 June 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.

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

1.    Corporate information –Continued 

 

h)     Performance Commitment Agreement -- Continued

 

Until the date of presentation of these interim financial statements, the Via Varejo had not completed the appraisal report the market value of assets as required by technical pronouncement CPC 31 (IFRS 5), and there was not a binding proposal for these stores. Management expects the Via Varejo is to conduct the sale of these assets by the year 2014.

 

The Via Varejo has not identified the necessity of recognizing, in the financial statements for the period ended June 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.

 

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 subsidiary operates (“functional currency”), that is Real (“R$”), which is the reporting currency of these financial statements.

 

The Parent Company and Consolidated quarterly financial information for the six-month period ended June 30, 2013 was approved by the Board of Directors at July 19, 2013.

 

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

3. Basis for consolidation

 

a)     Interest in subsidiaries, associates and joint operation:

 

 

Investment interest - %

 

06.30.2013

12.31.2012

Companies

Company

Indirect interest

Company

Indirect interest

 

 

 

 

 

Subsidiaries:

 

 

 

 

Novasoc Comercial Ltda. (“Novasoc”)

10.00

-

10.00

-

Sé Supermercado Ltda. (“Sé”)

100.00

-

100.00

-

Sendas Distribuidora S.A. (“Sendas”)

100.00

-

100.00

-

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

 

 

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 - %

 

06.30.2013

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 (including special purpose entities) over which the Company has the power to govern the financial and operating policies and generally holds shares of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. 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.

 

 

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

3.      Basis for consolidation – Continued

 

b)   Subsidiaries -- Continued

 

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.

 

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.

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

3. Basis for consolidation – Continued 

 

b)   Subsidiaries -- Continued

 

iv.  GPA M&P

 

In 2011, the Company began organizing the GPA M&P, a subsidiary in order to develop its real estate assets.

 

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.

 

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.

 

Upon loss of significant influence over the associate, the Company measures and recognizes any remaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the remaining investment and proceeds from write-off are recognized in the statement of income for the period.

 

 

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 operation 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 the entity’s operational activities.

 

The partnership agreement requires the unanimous resolution of participants in the financial and operational decision-making process. 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:

 

 

06.30.2013

 

12.31.2012

 

 

 

 

Current assets

133,196

 

157,196

Noncurrent assets

77,968

 

73,244

Total assets

211,164

 

230,440

 

 

 

 

Current liabilities

88,772

 

111,500

Noncurrent liabilities

19,964

 

16,440

Shareholders’ equity

102,428

 

102,500

Total liabilities and shareholders’ equity

211,164

 

230,440

 

 

 

 

 

06.30.2013

 

06.30.2012

Income:

 

 

 

Net revenue from sales and/or services

268,960

 

230,390

Net income before income and social contribution taxes

4,000

 

11,466

Net income for the period

-

 

8,825

 

 

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 48


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

5. 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 - 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. Follow, the main amendment as follow:

 

·                          IAS 16 – Property, plant and equipment - This improvement explains that the principal spare parts and equipment to provide services that meet the definition of assets are not part of the inventory.

 

·           IAS 32 – Financial instrument: Presentation -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.

 

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.

 

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. In the process of applying the Company’s accounting policies, Management has made the following judgements, which have the most significant impact in the amounts recognized in the individual and consolidated quarterly financial information:

 

The significant assumptions and estimates for interim financial information for the period ended June 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.

 

 

Page 49


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

7.    Cash and cash equivalents

 

 

 

Parent Company

 

Consolidated

 

Rate (a)

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

 

Cash on hand and in bank accounts

 

137,255

230,183

 

381,124

490,616

 

 

 

 

 

 

 

Financial investments:

 

 

 

 

 

 

Itaú BBA

101.7%

383,400

370,448

 

444,373

1,430,672

Itaú – Delta Fund

101.7%

10,885

706,458

 

545,865

1,831,692

Banco do Brasil

101.5%

136,778

722,665

 

675,810

1,376,813

Bradesco

100.2%

254,950

684,409

 

1,469,652

1,496,352

Santander

101.9%

96,125

61,744

 

500,884

62,692

CEF

101.0%

139,422

3,046

 

499,097

4,104

Votorantim

101.5%

99,618

2,196

 

176,091

5,850

Safra

101.1%

1,106

83,873

 

254,590

337,682

Credit Agricole

102.3%

30.000

-

 

60,000

-

Outros

(b)

3,548

25,309

 

29,765

49,778

 

 

1,293,087

2,890,331

 

5,037,251

7,086,251

(a) Financial investments at June 30, 2013 and December 31, 2012 earn interest by the Interbank Deposit Certificate (“CDI”) rate per year.

                 

 (b) Refer to automatic investments at the end of each month.

 

 

8. Trade accounts receivable

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

Credit card companies (a)

107,057

146,114

 

314,017

421,384

Sales vouchers

77,449

124,845

 

113,844

181,253

Consumer finance – CDCI (b)

-

-

 

2,127,303

2,078,439

Credit sales with post-dated checks

1,835

2,537

 

3,210

4,004

Accounts receivable from wholesale customers

-

-

 

29,902

30,016

Private label credit card – interest-free payments in installments

28,498

22,356

 

28,491

22,360

Accounts receivable from related parties (Note 13 a))

68,153

192,430

 

2

-

Adjustment to present value (c)

-

-

 

(6,314)

(5,488)

Allowance for doubtful accounts (d)

-

(81)

 

(213,733)

(189,492)

Accounts receivable from suppliers

13,383

4,441

 

15,309

8,663

Others

-

-

 

88,891

94,940

Current

296,375

492,642

 

2,500,922

2,646,079

 

 

 

 

 

 

Consumer financing - CDCI

-

-

 

99,068

117,487

Allowance for doubtful accounts (d)

-

-

 

(8,076)

(8,988)

Others

-

-

 

7,999

-

Noncurrent

-

-

 

98,991

108,499

 

 

 

 

 

 

 

296,375

492,642

 

2,599,913

2,754,578

           

 

 

 

 

Page 50


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

8. Trade accounts receivable -- Continued 

 

a)  Credit card companies

 

Credit card sales are receivable from the credit card management 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, 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 six months ended June 30, 2013, the Company and its subsidiaries sold its receivables from credit card issuers in the amount of R$13,742,179 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 period of six months ended June 30, 2013 these rates averaged 0.66% per month (0.72% per month at June 30, 2012).

 

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

 

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

 

At the beginning of the period

 

(81)

-

 

(198,480)

(217,968)

Allowance for doubtful accounts

 

(41)

(442)

 

(212,483)

(324,720)

Recovered values

 

-

361

 

-

258

Recoveries and provision write-off

 

122

-

 

189,154

343,950

At the end of the period

 

-

(81)

 

(221,809)

(198,480)

 

 

 

 

 

 

 

Current

 

-

(81)

 

(213,733)

(189,492)

Noncurrent

 

-

-

 

(8,076)

(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

06.30.2013

 

2,821,722

 

2,542,767

 

134,396

 

53,985

 

36,065

 

54,509

12.31.2012

 

2,953,058

 

2,775,925

 

91,796

 

32,820

 

21,823

 

30,694

 

 

Page 51


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

9. Other accounts receivable

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Accounts receivable related to sale from property and

equipment

11,345

11,345

 

60,126

78,821

Cooperative allowance with vendors

-

-

 

11,618

51,939

Advances to suppliers

12,010

7,839

 

24,600

10,396

Amounts to be reimbursed

17,438

12,274

 

57,936

93,100

Trade accounts receivable from services

-

-

 

39,453

5,127

Rental receivable

11,214

13,110

 

15,616

17,630

Advances to payment and loans to employees

-

-

 

40,370

10,004

Accounts receivable - Paes Mendonça (a)

-

-

 

494,409

484,008

Others

2,153

2,313

 

48,358

26,849

 

54,160

46,881

 

792,486

777,874

 

 

 

 

 

 

Current

26,055

21,141

 

227,543

221,477

Noncurrent

28,105

25,740

 

564,943

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 Novasoc and Sendas. Pursuant to contractual provisions, these trade 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 trade accounts receivable is linked to the lease agreements, which expire in 2014.

 

 

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).

 

 

Page 52


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

11.   Inventories

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

Stores

1,232,877

1,288,127

 

3,446,864

2,890,345

Distribution centers

837,649

892,962

 

2,565,308

3,037,565

Inventories in construction (d)

-

-

 

172,280

172,280

Bonus in inventories (a)

(44,132)

(40,251)

 

(78,909)

(99,453)

Provision for obsolescence/shrinkage (b)

(4,317)

(8,141)

 

(37,286)

(53,126)

Present value adjustment (c)

-

-

 

(67)

(15,683)

 

2,022,077

2,132,697

 

6,068,190

5,931,928

 

 

 

 

 

 

Current

2,022,077

2,132,697

 

5,895,910

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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

At the beginning of the period

(8,141)

(6,780)

 

(53,126)

(75,809)

Additions

(2,081)

(5,132)

 

(12,287)

(59,311)

Write-offs

5,905

3,771

 

28,127

81,994

At the end of the period

(4,317)

(8,141)

 

(37,286)

(53,126)

 

 

 

 

 

 

 

c)     Present value adjustment – Via Varejo

 

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 Via Varejo. 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 financial statements 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.

 

 

 

Page 53


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

12.   Recoverable taxes

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

Taxes on sales

82,554

63,389

 

683,273

609,977

State value-added tax on sales and services - ICMS recoverable (a)

35,684

41,637

 

589,687

575,236

Social Integration Program/ Tax for Social Security Financing-PIS/COFINS recoverable

46,870

21,752

 

93,586

34,741

 

 

 

 

 

 

Income tax

57,465

40,270

 

93,623

115,635

Financial investments

48,402

36,381

 

73,753

70,157

Other

9,063

3,889

 

19,870

45,478

 

 

 

 

 

 

Other

117,300

90,055

 

180,838

145,409

ICMS recoverable from property and equipment

1,413

-

 

14,167

23,175

ICMS tax substitution (a)

115,703

88,261

 

116,151

88,261

Social Security Contribution - INSS

-

-

 

29,834

29,338

Other

184

1,794

 

20,780

4,753

Adjustment to present value

-

-

 

(94)

(118)

Current

257,319

193,714

 

957,734

871,021

 

 

 

 

 

 

 

 

 

 

 

 

Taxes on sales

161,397

150,333

 

1,155,405

1,144,790

ICMS recoverable (a)

161,397

150,333

 

1,006,988

994,077

PIS/COFINS recoverable

-

-

 

148,417

150,713

 

 

 

 

 

 

Other

71,854

67,318

 

102,879

86,852

ICMS recoverable from property and equipment

-

-

 

16,996

6,679

Adjustment to present value

-

-

 

(573)

(680)

Social Security Contribution - INSS

71,854

67,318

 

86,456

80,853

Noncurrent

233,251

217,651

 

1,258,284

1,231,642

 

 

 

 

 

 

 

490,570

411,365

 

2,216,018

2,102,663

 

(a) The full ICMS realization of this value over the next five years will occur as follows:

 

 

 

Parent Company

Consolidated

Up to one year

 

152,800

719,911

2014

 

46,805

286,064

2015

 

56,489

373,598

2016

 

45,191

290,611

2017

 

12,912

73,138

 

 

314,197

1,743,322

 

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.

 

 

 

 

Page 54


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

13.   Related parties

 

a)     Sales, purchases of goods, services and other operations:

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Customers

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial

29,595

41,395

 

-

-

Sé Supermercados

4,683

91,009

 

-

-

Sendas Distribuidora

28,481

55,121

 

-

-

Barcelona

2,946

1,865

 

-

-

Via Varejo

1,328

1,858

 

-

-

Nova Pontocom (xii)

1,092

1,182

 

-

-

Xantocarpa

28

-

 

-

 

Other related parties:

 

 

 

 

 

Indigo Distribuidora

-

-

 

2

-

 

68,153

192,430

 

2

-

Suppliers

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial

10,953

14,627

 

-

-

Sé Supermercados

441

4,526

 

-

-

Sendas Distribuidora

23,247

12,883

 

-

-

Barcelona

1,808

2,809

 

-

-

Xantocarpa

420

590

 

-

-

Via Varejo

905

1,936

 

-

-

Nova Pontocom (xii)

718

1,127

 

-

-

Associated:

 

 

 

 

 

FIC

9,049

10,905

 

10,737

13,673

Dunnhumby (xiv)

-

20

 

-

20

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii) 

-

-

 

22,955

35,984

Other related parties:

 

 

 

 

 

Diniz Group (iii)

1,618

-

 

1,721

-

Globalbev Bebidas e Alimentos

1,553

2,418

 

1,766

3,949

Globalfruit

753

759

 

753

759

BMS Import

-

1,200

 

-

1,976

Bravo Café

245

212

 

245

213

Fazenda da Toca Ltda (xv)

298

548

 

393

560

Sykué Geração de Energia

-

127

 

-

341

Indigo Distribuidora

152

373

 

152

381

 

52,160

55,060

 

38,722

57,856

 

 

Page 55


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

Sales

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

171,846

169,094

 

-

-

Sé Supermercados (ix)

25,828

400,764

 

-

-

Sendas Distribuidora (ix)

168,564

171,195

 

-

-

Barcelona (ix)

-

616

 

-

-

Via Varejo S.A. (ix)

234

-

 

-

-

Nova Pontocom (xii)

287

-

 

 

 

Nova Casa Bahia

176

9

 

-

-

 

366,935

741,678

 

-

-

Purchases

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

2,718

4,694

 

-

-

Sé Supermercados (ix)

142

5,185

 

-

-

Sendas Distribuidora (ix)

113,287

21,320

 

-

-

Nova Pontocom (xiii)

-

19

 

-

-

e-Hub Cons. Part. e Com. S.A.

920

229

 

-

229

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii)

 

-

 

260,443

171,635

Other related parties: 

 

 

 

 

 

Globalbev Bebidas e Alimentos

2,274

5,298

 

2,589

6,653

Globalfruit

1,319

-

 

1,319

-

Bravo Café

458

797

 

458

800

Sykué Geração de Energia

3,468

2,763

 

7,400

7,162

Fazenda da Toca Ltda. (xv)

1,650

2,529

 

2,107

2,865

Indigo Distribuidora

731

-

 

884

-

 

126,967

42,834

 

275,200

189,344

 

 

Page 56


 
 

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

 

ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Assets

 

 

 

 

 

Controller:

 

 

 

 

 

Casino (i)

930

6,258

 

-

6,258

Subsidiaries:

 

 

 

 

 

Novasoc (ix)

69,687

56,046

 

-

-

Sendas Distribuidora (ix)

44,936

1,262,060

 

-

-

Xantocarpa

22,184

21,069

 

-

-

Barcelona (ix)

105,000

-

 

 

 

Nova Pontocom (xii)

240,890

24,557

 

-

-

GPA M&P

23,581

20,501

 

-

-

Vancouver (xxi)

26,363

83,848

 

-

-

Via Varejo

555

806

 

-

-

Gas Station Duque - Salim Maluf (ix)

662

453

 

-

-

Gas Station GPA - Santo André (ix)

329

170

 

-

-

Gas Station Duque – convenience store (ix)

140

109

 

-

-

Gas Station GPA – Império (ix)

949

477

 

-

-

Gas Station Duque – Lapa (ix)

471

343

 

-

-

Gas Station GPA – Ciara (ix)

559

340

 

-

-

Outros

37

8

 

-

-

Other related parties:

 

 

 

 

 

Casa Bahia Comercial Ltda. (v)

-

-

 

127,448

103,236

Management of Nova Pontocom (vi)

39,886

37,082

 

39,886

37,082

Audax SP (x)

22,805

22,335

 

22,805

22,335

Audax Rio (x)

-

3

 

7,161

6,957

Rede Duque (xxiii)

-

-

 

158

472

Other

2,020

2,082

 

2,013

2,080

 

602,004

1,538,567

 

199,471

178,420

Liabilities

 

 

 

 

 

Subsidiaries:

 

 

 

 

 

Sé Supermercados (ix)

1,343,279

1,246,051

 

-

-

Barcelona (ix)

482,072

621,580

 

-

-

Via Varejo (xi)

356,256

332,609

 

-

-

Bellamar

16,866

14,283

 

-

-

P.A. Publicidade

14,210

11,775

 

-

-

Associated:

 

 

 

 

 

FIC (iv)

13,592

4,033

 

13,548

1,742

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiv) 

-

-

 

22,913

62,439

Other related parties:

 

 

 

 

 

Fundo Península (ii)

12,165

15,756

 

12,481

16,218

 

2,238,440

2,246,087

 

48,942

80,399

 

 

 

 

 

 

 

 

Page 57


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

Controllers:

 

 

 

 

 

Casino (i)

(2,704)

(2,802)

 

(2,704)

(2,802)

Wilkes Participações (xx)

(958)

(1,239)

 

(958)

(1,239)

Subsidiaries:

 

 

 

 

 

Novasoc Comercial (ix)

4,546

4,256

 

-

-

Sé Supermercados (ix)

1,216

10,782

 

-

-

Sendas Distribuidora (ix)

25,827

15,386

 

-

-

Associated:

 

 

 

 

 

FIC (iv)

8,794

(399)

 

9,016

(2,204)

Dunnhumby (xiv)

(195)

-

 

(195)

 

Joint operation:

 

 

 

 

 

Indústria de Móveis Bartira Ltda. (xiii) 

 

-

 

-

139

Other related parties:

 

 

 

 

 

Fundo Península (ii)

(74,755)

(71,982)

 

(78,432)

(76,014)

Diniz Group (iii)

(9,761)

(9,190)

 

(10,388)

(9,190)

Sykué Consultoria em Energia Ltda. (viii)

(127)

(318)

 

(241)

(737)

Casa Bahia Comercial Ltda. (v)

-

-

 

(98,286)

(72,417)

Management of Nova Pontocom (vi)

1,303

1,571

 

1,303

1,571

Axialent Consultoria (xxii)

-

(569)

 

-

(569)

Habile Segurança e Vigilância Ltda (xix)

-

-

 

(4,673)

-

Pão de Açúcar S.A. Indústria e Comércio (xviii)

(516)

-

 

(516)

-

Audax SP (x)

(8,637)

(10,088)

 

(8,638)

(10,030)

Audax Rio (x)

(1,618)

(966)

 

(5,491)

(5,155)

Other (ix)

-

(4,200)

 

-

(4,199)

 

(57,585)

(69,678)

 

(200,203)

(182,846)

 

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 58


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 Casa Bahia Comercial, which guarantees to Via Varejo the right to be reimbursed by Casa Bahia for certain contingencies recognized that may be payable by Via Varejo as from June 30, 2010 (see xi).

 

Additionally, Via Varejo and its subsidiary NCB have lease agreements for distribution centers and commercial and administrative buildings entered into under specific conditions with the Management of Casa Bahia Comercial.

 

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.

 

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.   Dunnhumby: information management service agreement.

 

xv. Fazenda da Toca Ltda.: contract for the supply of organic eggs, conventional oranges and organic juices, etc.

 

xvi.   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 59


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

xvii.  Flyligth: aircraft lease agreement.

 

xviii. Pão de Açúcar S.A. Indústria e Comércio: equipment lease agreement.

 

xix.   Habile Segurança e Vigilância Ltda: to Via Varejo through its subsidiary Nova Casa Bahia S.A., conducted security services operations.

 

xx.    Wilkes: commissions paid related to the Company’s loan agreements in which Wilkes is a guarantor.

 

xxi.   Vancouver:  amounts transferred by the parent company for future capital increase.

 

xxii.  Axialent Consultoria: human resources advisory service agreement.

 

xxiii. Rede Duque: represents the loan agreement between Vancouver and the gas stations Vereda Tropical, Rebouças and Barueri.

 

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 period of six months ended June 30, 2013 and 2012, were as follows:

 

 

In relation to total remuneration at June 30, 2013

 

Remuneration

Variable remuneration

Stock option plan

Total

Board of Directors (*)

3,428

-

-

3,428

Directors

6,494

9,912

5,528

21,934

Fiscal council

252

-

-

252

 

10,174

9,912

5,528

25,614

           

 

 

In relation to total remuneration at June 30, 2012

 

Remuneration

Variable remuneration

Stock option plan

Total

Board of Directors (*)

4,115

-

-

4,115

Directors

12,080

17,018

8,488

37,586

Fiscal council

408

-

-

408

 

16,603

17,018

8,488

42,109

           

 

(*) Remuneration according to the number of attendances in the meeting.

 

 

 

Page 60


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

14.   Investments

 

a)   Breakdown of investments

 

 

Parent Company

 

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

1,882

20,785

(5,569)

108,971

(10,328)

(26,263)

25,808

9,827

(1,146)

(18)

7,851

131,800

Dividends receivable

-

-

(1,200)

-

-

-

(21,880)

-

-

-

-

(23,080)

Gain in equity interest

-

-

-

233

94

-

-

-

-

-

-

327

Balances at 06.30.2013

2,779,686

1,478,007

85,348

1,657,799

21,751

794,394

702,882

209,365

153,609

16,182

105,301

8,004,324

 

(*) 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 (ii)

BINV

Bartira (i)

Other

Total

Balances at 12.31.2012

256,350

18,744

86,872

463

362,429

 

 

 

 

 

 

Equity pickup

12,515

262

-

-

12,777

Dividends receivable

(1,029)

(200)

-

-

(1,229)

Balances at 06.30.2013

267,836

18,806

86,872

463

373,977

 

 

Page 61


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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.

 

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.

 

(ii)  FIC 

 

FIC’s summarized financial statements are as follows:

 

 

Consolidated

 

06.30.2013

12.31.2012

 

 

 

Current assets

3,205,153

3,384,723

Noncurrent assets

46,033

43,171

Total assets

3,251,186

3,427,894

 

 

 

Current liabilities

2,572,870

2,768,570

Noncurrent liabilities

18,196

18,710

Shareholders’ equity

660,120

640,614

Total liabilities and shareholders’ equity

3,251,186

3,427,894

 

 

 

 

06.30.2013

06.30.2012

Operating results

 

 

Revenues

420,442

466,342

Operating income

36,913

18,738

Net income (loss) in the period

19,506

10,168

 

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. 

 

 

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.

 

 

Page 62


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

15.   Business combinations -- Continued

 

Acquisition of Rede Duque -- Continued

 

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.

 

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 period ended June 30, 2013, the Company completed the allocation of the purchase price and measurement of goodwill previously measured on a temporary basis, is 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.

 

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.

 

 

Page 63


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

15.   Business combinations -- Continued

 

Acquisition of Rede Duque -- Continued

 

ii)   Partnership of the three gas stations -- Continued

 

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$54,276 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.

 

 

16. Property and equipment

 

a)     Parent Company:

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Depreciation

Disposals

Transfers

06.30.2013

 

 

 

 

 

 

 

Land

1,157,286

66,500

-

(4,900)

(1,943)

1,216,943

Buildings

1,965,952

5,912

(31,051)

(369)

-

1,940,444

Leasehold improvements

1,389,317

240

(50,098)

(464)

108,573

1,447,568

Machinery and equipment

685,486

98,513

(60,448)

(7,275)

2,777

719,053

Installations

137,335

6,329

(6,866)

(27)

7,255

144,026

Furniture and fixtures

261,766

34,791

(18,031)

(1,365)

(235)

276,926

Vehicles

20,045

3,066

(2,378)

(4,648)

-

16,085

Construction in progress

110,317

102,088

-

(87)

(115,044)

97,274

Other

38,257

7,827

(5,503)

-

(4,083)

36,498

 

5,765,761

325,266

(174,375)

(19,135)

(2,700)

5,894,817

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

Hardware

30,330

-

(6,012)

-

-

24,318

Buildings

20,663

-

(536)

-

-

20,127

 

50,993

-

(6,548)

-

-

44,445

Total

5,816,754

325,266

(180,923)

(19,135)

(2,700)

5,939,262

 

 

 

 

Page 64


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

16. Property and equipment -- Continued

 

a)     Parent Company: -- Continued

 

 

Balances as of 06.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated
depreciation

Net

Land

1,216,943

-

1,216,943

 

1,157,286

-

1,157,286

Buildings

2,753,740

(813,296)

1,940,444

 

2,748,229

(782,277)

1,965,952

Leasehold improvements

2,528,096

(1,080,528)

1,447,568

 

2,419,833

(1,030,516)

1,389,317

Machinery and equipment

1,617,550

(898,497)

719,053

 

1,541,610

(856,124)

685,486

Installations

346,138

(202,112)

144,026

 

333,717

(196,382)

137,335

Furniture and fixtures

639,540

(362,614)

276,926

 

610,406

(348,640)

261,766

Vehicles

25,384

(9,299)

16,085

 

30,208

(10,163)

20,045

Construction in progress

97,274

-

97,274

 

110,317

-

110,317

Other

85,917

(49,419)

36,498

 

82,187

(43,930)

38,257

 

9,310,582

(3,415,765)

5,894,817

 

9,033,793

(3,268,032)

5,765,761

 

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

 

Hardware

58,704

(34,386)

24,318

 

58,703

(28,373)

30,330

Buildings

34,446

(14,319)

20,127

 

34,447

(13,784)

20,663

 

93,150

(48,705)

44,445

 

93,150

(42,157)

50,993

Total

9,403,732

(3,464,470)

5,939,262

 

9,126,943

(3,310,189)

5,816,754

 

b)    Consolidated: 

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Depreciation

Disposals

Transfers

06.30.2013

 

 

 

 

 

 

 

Land

1,264,764

151,838

-

(4,900)

(2,084)

1,409,618

Buildings

2,056,430

7,495

(33,176)

(152)

(3,276)

2,027,321

Leasehold improvements

2,243,860

128,658

(82,455)

(2,314)

198,866

2,486,615

Machinery and equipment

1,107,678

157,471

(113,016)

(27,430)

87,714

1,212,417

Installations

285,334

17,229

(14,959)

48

6,741

294,393

Furniture and fixtures

494,371

66,228

(31,654)

(1,575)

(45,758)

481,612

Vehicles

229,790

5,279

(10,412)

(17,004)

(14,380)

193,273

Construction in progress

204,631

241,013

-

(209)

(251,816)

193,619

Other

79,531

16,787

(11,021)

(6)

(4,193)

81,095

 

7,966,389

791,998

(296,693)

(53,542)

(28,186)

8,379,963

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

IT equipment

23,220

-

(1,359)

-

(318)

21,543

Hardware

79,256

792

(15,473)

-

1,529

66,104

Installations

1,045

-

(44)

-

-

1,001

Furniture and fixtures

8,736

-

(518)

(2)

186

8,402

Vehicles

10,252

-

18

(4,332)

(1,583)

4,358

Buildings

25,600

-

(728)

-

-

24,872

 

148,109

792

(18,104)

(4,334)

(186)

126,280

Total property and equipment

8,114,498

792,790

(314,797)

(57,876)

(28,372)

8,506,243

 

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$25,913 relating to the assets of the stores to be sold, see note 1 h).

 

Page 65


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

16. Property and equipment -- Continued

 

c)     Consolidated:  -- Continued

 

 

Balances as of 06.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated
depreciation

Net

Land

1,409,618

-

1,409,618

 

1,264,764

-

1,264,764

Buildings

2,901,890

(874,569)

2,027,321

 

2,906,108

(849,678)

2,056,430

Leasehold improvements

4,007,849

(1,521,234)

2,486,615

 

3,698,557

(1,454,697)

2,243,860

Machinery and equipment

2,468,888

(1,256,471)

1,212,417

 

2,243,454

(1,135,776)

1,107,678

Installations

586,934

(292,541)

294,393

 

567,033

(281,699)

285,334

Furniture and fixtures

965,999

(484,387)

481,612

 

981,198

(486,827)

494,371

Vehicles

263,055

(69,782)

193,273

 

300,629

(70,839)

229,790

Construction in progress

193,619

-

193,619

 

204,631

-

204,631

Other

163,882

(82,787)

81,095

 

152,264

(72,736)

79,528

 

12,961,734

(4,581,771)

8,379,963

 

12,318,638

(4,352,252)

7,966,386

 

 

 

 

 

 

 

 

Financial leasing

 

 

 

 

 

 

 

IT equipment

36,503

(14,960)

21,543

 

37,051

(13,831)

23,220

Hardware

213,498

(147,394)

66,104

 

152,194

(72,938)

79,256

Installations

1,859

(858)

1,001

 

1,859

(814)

1,045

Furniture and fixtures

15,160

(6,758)

8,402

 

14,897

(6,161)

8,736

Vehicles

6,550

(2,192)

4,358

 

12,800

(2,545)

10,255

Buildings

43,403

(18,531)

24,872

 

43,401

(17,801)

25,600

 

316,973

(190,693)

126,280

 

262,202

(114,090)

148,112

Total property and equipment

13,278,707

(4,772,464)

8,506,243

 

12,580,840

(4,466,342)

8,114,498

 

c)     Guarantees  

 

At June 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 period ended of June 30, 2013 was R$9,612 (R$8,186 at June 30, 2012). The rate used to determine the borrowing costs eligible for capitalization was 107.63% of CDI, corresponding to the effective interest rate of the Company’s borrowings.

 

e) Additions in the property and equipment

 

 

Parent Company

 

Consolidated

 

06.30.2013

 

06.30.2012

 

06.30.2013

 

06.30.2012

 

 

 

 

 

 

 

 

Additions (i)

325,266

 

385,003

 

792,790

 

565,516

Financial lease (ii)

-

 

-

 

(792)

 

(2,656)

Capitalized interest

(6,972)

 

(7,518)

 

(9,612)

 

(8,186)

Real estate financing

1,392

 

-

 

(14,108)

 

-

Total

319,686

 

377,485

 

768,278

 

554,674

 

(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.

 

 

Page 66


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

16. Property and equipment -- Continued

 

e) Additions in the property and equipment -- Continued

 

(ii)        In the statements of cash flows it was decreased from assets additions made in the period ended of June 30, 2013, totaling R$14,900 (R$2,656 at June 30, 2012), Parent Company and Consolidated, 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 June 30, 2013, the Company and its subsidiaries recorded in the cost of goods sold and services rendered the parent company amount of R$18,094 (R$16,382 at June 30, 2012) and consolidated amount of R$36,666 (R$40,381 at June 30, 2012) 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 nonrecovery on June 30, 2013.

 

 

17.   Intangible assets

 

a)     Parent company:

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Amortization

Disposals

Transfers

06.30.2013

 

 

 

 

 

 

 

Goodwill - home appliance

183,781

-

-

-

(8,853)

174,928

Goodwill – retail

355,412

-

-

-

-

355,412

Commercial rights – retail (e)

34,902

-

-

-

-

34,902

Software and implantation (h)

534,021

29,232

(36,914)

(7)

(5)

526,327

 

1,108,116

29,232

(36,914)

(7)

(8,858)

1,091,569

 

Balances as of 06.30.2013

 

Balances as of 12.31.2012

 

Cost

Accumulated amortization

Net

 

Cost

Accumulated amortization

Net

 

 

 

 

 

 

 

 

Goodwill - home appliance

174,928

-

174,928

 

183,781

-

183,781

Goodwill – retail

1,073,990

(718,578)

355,412

 

1,073,990

(718,578)

355,412

Commercial rights – retail (e)

34,902

-

34,902

 

34,902

-

34,902

Software and implantation (h)

852,653

(326,326)

526,327

 

823,449

(289,428)

534,021

 

2,136,473

(1,044,904)

1,091,569

 

2,116,122

(1,008,006)

1,108,116

 

 

Page 67


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

17.   Intangible assets -- Continued

 

b)    Consolidated: 

 

 

Balance as of:

 

 

 

 

Balance as of:

 

12.31.2012

Additions

Amortization

Disposals

Transfers

06.30.2013

 

 

 

 

 

 

 

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

-

(3,982)

-

(16,843)

587,472

Commercial rights – retail (e)

34,902

-

-

-

-

34,902

Commercial rights - cash and carry (e)

10,000

-

-

-

-

10,000

Customer relationship – home appliance

12,280

-

(3,141)

-

-

9,139

Advantageous furniture supply agreement – Bartira (f)

61,194

-

(36,869)

-

-

24,325

Lease agreement –stores under advantageous condition – NCB (g)

149,138

-

(23,191)

-

-

125,947

Software (h)

640,708

58,649

(44,721)

(7)

(42)

654,587

Total Intangible

4,975,556

58,649

(111,904)

(7)

(25,738)

4,896,556

 

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 h).

 

 

Balances as of 06.30.2013

 

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

(54,872)

587,472

 

663,565

(55,268)

608,297

Commercial rights – retail (e)

34,902

-

34,902

 

34,902

-

34,902

Commercial rights - cash and carry (e)

10,000

-

10,000

 

10,000

-

10,000

Customer relationship– home appliance

34,268

(25,129)

9,139

 

34,268

(21,988)

12,280

Advantageous furniture supply agreement – Bartira (f)

221,214

(196,889)

24,325

 

221,214

(160,020)

61,194

Lease agreement –stores under advantageous condition – NCB (g)

256,103

(130,156)

125,947

 

256,104

(106,966)

149,138

Software (h)

1,062,156

(407,569)

654,587

 

1,003,604

(362,896)

640,708

Total Intangible

6,822,049

(1,925,493)

4,896,556

 

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 June 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.

 

 

Page 68


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

17.   Intangible assets -- Continued

 

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 testing 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.

 

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).

 

 

 

Page 69


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

18.   Supliers

 

 

Parent Company

Consolidated

 

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

Merchandise suppliers

1,885,857

2,142,033

5,811,177

5,820,514

Service suppliers

323,416

649,364

538,073

947,805

Commercial agreements (a)

(344,850)

(434,018)

(500,256)

(562,886)

Other suppliers

-

-

15,301

55,601

Present value adjustment

-

-

(7,723)

(20,678)

 

1,864,423

2,357,379

5,856,572

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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Debentures (i)

 

 

 

 

 

Debentures

1,021,828

554,918

 

1,034,900

674,003

Swap contracts (c). (g)

-

(206)

 

-

(206)

Funding cost

(5,551)

(4,756)

 

(6,149)

(5,353)

 

1,016,277

549,956

 

1,028,751

668,444

Local currency

 

 

 

 

 

BNDES (e)

90,597

90,863

 

111,034

113,236

IBM

-

-

 

1,700

5,100

Working capital (c)

723,488

154,896

 

737,600

155,196

Direct consumer credit – CDCI (c) (d)

-

-

 

2,463,160

2,498,997

Financial leasing (note 25)

43,825

66,863

 

58,755

83,054

Swap contracts (c). (g)

(22,535)

(11,210)

 

(22,535)

(11,210)

Funding cost

(5,218)

(5,983)

 

(6,526)

(7,290)

 

830,157

295,429

 

3,343,188

2,837,083

Foreign currency

 

 

 

 

 

Working capital (c)

232,342

592,470

 

285,283

723,140

Swap contracts (c). (g)

(70,090)

(18,874)

 

(82,004)

(17,387)

Funding cost

-

(129)

 

-

(129)

 

162,252

573,467

 

203,279

705,623

Total current

2,008,686

1,418,852

 

4,575,218

4,211,150

 

 

 

Page 70


 
 

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

 

ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

19.   Loans and financings—Continued 

 

a)     Debt breakdown—Continued 

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Debentures (i)

 

 

 

 

 

Debentures

2,100,000

2,948,000

 

2,900,000

3,748,000

Funding cost

(3,549)

(5,889)

 

(4,009)

(6,647)

 

2,096,451

2,942,111

 

2,895,991

3,741,353

Local currency

 

 

 

 

 

BNDES (e)

224,242

269,090

 

230,943

283,141

Working capital (c)

910,870

1,435,568

 

1,280,870

1,806,566

Direct consumer credit – CDCI (c) (d)

-

-

 

108,436

130,338

Financial leasing (note 25)

139,657

138,066

 

155,403

162,537

Swap contracts (c). (g)

(12,175)

(35,221)

 

(12,175)

(35,221)

Funding cost

(5,513)

(6,914)

 

(6,122)

(8,172)

 

1,257,081

1,800,589

 

1,757,355

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

3,353,532

4,903,336

 

4,653,346

6,281,104

 

b)   Maturity schedule of loans and borrowings recorded in noncurrent liabilities.

 

Year

Parent Company

 

Consolidated

2014

256,040

 

692,539

2015

2,565,947

 

3,420,703

2016

116,724

 

117,390

After 2016

423,883

 

432,845

Subtotal

3,362,594

 

4,663,477

 

 

 

 

Funding cost

(9,062)

 

(10,131)

 

 

 

 

Total

3,353,532

 

4,653,346

 

 

 

Page 71


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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*

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Local currency

 

 

 

 

 

 

Banco do Brasil

11.82% per year

530,574

524,175

 

530,574

524,175

Banco do Brasil

100.61% of CDI

734,579

710,074

 

2,253,684

1,997,047

Bradesco

112.26% of CDI

-

-

 

551,237

887,730

HSBC

2,08% per year

-

-

 

128

-

Safra

111.20% of CDI

369,205

356,215

 

1,254,443

1,182,145

 

 

1,634,358

1,590,464

 

4,590,066

4,591,097

Current

 

723,488

154,896

 

3,200,760

2,654,193

Noncurrent

 

910,870

1,435,568

 

1,389,306

1,963,904

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

Citibank

(Libor + 1.45%) per year

-

-

 

52,941

48,121

Itaú BBA

US$ + 3.48% per year

230,894

597,583

 

230,894

597,583

Santander

US$ + 0.65% per year

1,448

1,936

 

1,448

132,204

HSBC

US$ + 2.40% per year

-

204,043

 

-

204,043

 

 

232,342

803,562

 

285,283

981,951

Current

 

232,342

592,470

 

285,283

723,140

Noncurrent

 

-

211,092

 

-

258,811

 

 

 

 

 

 

 

Swap contracts

 

 

 

 

 

 

Citibank

105.0% of CDI

-

-

 

(11,914)

(7,145)

Itaú BBA

100.0% of CDI

(70,090)

(34,067)

 

(70,090)

(34,067)

Banco do Brasil

102.65%of CDI

(34,710)

(46,432)

 

(34,710)

(46,432)

Santander

110.7% of CDI

-

-

 

-

839

Unibanco

104.96% of CDI

-

(206)

 

-

(206)

HSBC

99.00% of CDI

-

(35,262)

 

-

(35,262)

 

 

(104,800)

(115,967)

 

(116,714)

(122,273)

Current

 

(92,625)

(30,290)

 

(104,539)

(28,803)

Noncurrent

 

(12,175)

(85,677)

 

(12,175)

(93,470)

 

 

 

 

 

 

 

 

 

1,761,900

2,278,059

 

4,758,635

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 112.18% of the CDI. In these contracts, the Company retains substantially all the risks and benefits related to loans financed, guaranteed by assignment of receivables.

 

 

Page 72


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

 

 

 

TJLP + 2.3%

48

Jun/08

Jun/13

-

-

 

-

1,376

4.5% per year

24

Sep/09

Nov/14

-

-

 

19

26

TJLP + 3.6%

60

Jul/10

Dec/16

286,988

328,120

 

286,988

328,120

4.5% per year

60

Feb/11

Dec/16

27,851

31,833

 

27,851

31,833

TJLP + 1.9%

30

May/11

Jun/14

-

-

 

11,283

16,930

TJLP + 1.9% per year +

1% per year

30

May/11

Jun/14

-

 

-

 

4,837

 

7,258

TJLP + 3.5% per year +

1% per year

30

May/11

Jun/14

-

 

-

 

4,033

 

6,052

TJLP + 2.5% per year

24

Sep/12

Aug/15

-

-

 

5,015

4,782

2.5% per year

96

Jun/13

Jan/13

-

-

 

1,951

-

 

 

 

 

314,839

359,953

 

341,977

396,377

 

 

 

 

 

 

 

 

 

Current

 

 

 

90,597

90,863

 

111,034

113,236

Noncurrent

 

 

 

224,242

269,090

 

230,943

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 June 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$33,500.

 

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 June 30, 2013 was 7.20% (8.40% at December 31, 2012).

 

 

Page 73


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

06.30.2013

12.31.2012

 

06.30.2013

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

109.5% of CDI

602

300,874

401,042

 

300,874

401,042

9th Issue – Single series – GPA

No preference

610.000

610

01/05/11

01/05/14

107.7% of CDI

1,270

775,668

748,000

 

775,668

748,000

10th Issue – Single series- GPA

No preference

800.000

80.000

12/29/11

06/29/15

108.5% of CDI

10

829,563

873,669

 

829,563

873,669

11 st Issue – Single series- GPA

No preference

1.200.000

120.000

05/02/12

11/02/15

CDI + 1%

10

1,215,723

1,214,147

 

1,215,723

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

-

-

 

413,072

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

-

-

 

200,000

200,000

1st Issue – 2nd Series – NCB

No preference

200.000

20.000

06/29/12

01/29/15

CDI + 0.72%

10

-

-

 

200,000

200,000

Funding fees

 

 

 

 

 

 

 

(9,100)

(10,645)

 

(10,158)

(12,000)

 

 

 

 

 

 

 

 

3,112,728

3,492,067

 

3,924,742

4,409,797

Current

 

 

 

 

 

 

 

1,016,277

549,956

 

1,028,751

668,444

Noncurrent

 

 

 

 

 

 

 

2,096,451

2,942,111

 

2,895,991

3,741,353

 

 

 

 

 

 

 

 

 

 

 

 

 

                           

 

Page 74


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

-

 

118,545

Amortization

 

(177,965)

 

(603,600)

At 06.30.2013

 

281,110

 

3,924,742

 

 

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 financial statements 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 June 30, 2013 was 0.40). At June 30, 2013, GPA was in compliance with these ratios.

.

Page 75


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 said 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 financial statements, by category, are as follows:

 

 

Parent Company

 

Carrying amount

Fair value

 

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

Financial assets:

 

 

 

 

Loans and receivables (including cash)

 

 

 

 

Cash and cash equivalents

1,293,087

2,890,331

1,293,087

2,890,331

Accounts receivable

350,535

539,523

350,535

539,523

Related parties, assets (*)

602,004

1,538,567

602,004

1,538,567

Financial liabilities:

 

 

 

 

Amortized cost

 

 

 

 

Related parties, liabilities (*)

(2,238,440)

(2,246,087)

(2,238,440)

(2,246,087)

Trade accounts payable

(1,864,423)

(2,357,379)

(1,864,423)

(2,357,379)

Debentures

(3,112,728)

(3,492,067)

(3,113,238)

(3,495,985)

Loans and financing

(1,602,104)

(1,631,170)

(1,671,651)

(1,723,551)

Accounting for hedging – fair value through income

 

 

 

 

Loans and financing

(647,386)

(1,198,951)

(647,386)

(1,198,951)

Net exposure

(7,219,455)

(5,957,233)

(7,289,512)

(6,053,532)

 

 

Consolidated

 

Carrying amount

Fair value

 

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

Financial assets:

 

 

 

 

Loans and receivables (including cash)

 

 

 

 

Cash and cash equivalents

5,037,251

7,086,251

5,037,251

7,086,251

Financial investments measured at fair value

23,111

-

23,111

-

Accounts receivable

3,392,399

3,532,452

3,395,585

3,532,452

Related parties, assets (*)

199,471

178,420

199,471

178,420

Financial liabilities:

 

 

 

 

Amortized cost

 

 

 

 

Related parties, liabilities (*)

(48,942)

(80,399)

(48,942)

(80,399)

Trade accounts payable

(5,856,572)

(6,240,356)

(5,856,572)

(6,240,356)

Debentures

(3,924,742)

(4,409,797)

(3,924,967)

(4,409,797)

Loans and financing

(4,231,263)

(4,342,993)

(4,352,621)

(4,342,993)

Accounting for hedging – fair value through income

 

 

 

 

Option to put/call

361,015

359,057

361,015

359,057

Loans and financings

(1,072,559)

(1,739,464)

(1,072,431)

(1,739,464)

Net exposure

(6,120,831)

(5,656,829)

(6,239,100)

(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 76


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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% at June 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 77


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 period of six months ended at June 30, 2013.

 

 

 

Parent Company

 

Consolidated

 

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Loans and financings 

 

5,362,218

6,322,188

 

9.228.564

10,492,254

(-) Cash and cash equivalents

 

(1,293,087)

(2,890,331)

 

(5.037.251)

(7,086,251)

Net debt

 

4,069,131

3,431,857

 

4.191.313

3,406,003

 

 

 

 

 

 

 

Shareholders’ equity

 

8,773,930

8,494,725

 

11.420.959

11,067,951

 

 

 

 

 

 

 

Shareholders’ equity and net debt

 

12,843,061

11,926,582

 

15.612.272

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 June 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 

1,130,281

1,295,025

73,657

2,498,963

Debentures

1,223,353

2,430,860

-

3,654,213

Derivatives

(80,828)

(14,599)

-

(95,427)

Leasing

50,184

116,183

31,540

197,907

At 06.30.2013

2,322,990

3,827,469

105,197

6,255,656

 

Page 78


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 

1,220,746

1,703,755

75,039

2,999,540

Debentures

1,298,200

3,317,908

-

4,616,108

Derivatives

(89,915)

(14,599)

-

(104,514)

Leasing

70,056

128,644

36,681

235,381

At 06.30.2013

2,499,087

5,135,708

111,720

7,746,515

 

 

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

74,373

143,868

49,992

268,233

At 12.31.2012

4,522,557

6,951,199

199,868

11,673,624

 

(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 June 30, 2013 the reference value of these contracts were R$638,560 (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 79


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 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 period ended of June 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

 

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Fair value hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

638,560

1,144,050

 

810,536

1,506,413

 

 

 

 

 

 

 

Long position (acquired)

 

 

 

 

 

 

Prefixed rate

11.82% per year

377,000

377,000

 

528,089

521,575

US$ + fixed

3.48% per year

261,560

767,050

 

284,210

996,538

 

 

638,560

1,144,050

 

812,299

1,518,113

Short position (sold)

 

 

 

 

 

 

 

CDI 101.9% per year

(638,560)

(1,144,050)

 

(695,585)

(1,396,045)

Net hedge position

 

-

-

 

116,714

122,068

             

 

 

Page 80


 
 

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

 

ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

 

06.30.2013

12.31.2012

 

06.30.2013

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

 

-

-

 

116,714

122,273

 

Realized and unrealized gains and losses over these contracts during the period of six months ended June 30, 2013 are recorded in the net financial result and balance payable by fair value is R$116,714 (R$122,273 at December 31, 2012) and recorded under “Loans and financings”.

 

Fair value “hedge” effects through profit or loss for the period of six months ended June 30, 2013 were a loss of R$15,160 (and loss of R$23,161 at June 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 financial statements 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 81


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 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

 

(589,413)

 

(589,413)

 

(589,413)

Swap (asset position in prefixed rate)

 

Rate increase

 

589,508

 

589,508

 

589,508

 

 

Net effect

 

95

 

95

 

95

 

 

 

 

 

 

 

 

 

“Swap” (liability position in CDI)

 

CDI decrease

 

(518,432)

 

(559,439)

 

(573,301)

 

 

 

 

 

 

 

 

Total net effect

 

 

 

 

 

(41,007)

 

(54,869)

 

 

Page 82


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

(317,732)

 

(397,165)

 

(476,598)

Swap (asset position in US$)

 

US$ increase

 

322,325

 

402,907

 

483,488

 

 

Net effect

 

4,593

 

5,742

 

6,890

 

 

 

 

 

 

 

 

 

Swap (liability position in CDI)

 

CDI decrease

 

(245,854)

 

(257,832)

 

(261,734)

 

 

 

 

 

 

 

 

 

Total net effect

 

 

 

 

 

(10,829)

 

(13,583)

 

(iii) Other financial instruments

 

 

 

 

 

Market projection  

Transactions

 

Risk

 

Scenario I

Scenario II

Scenario III

 

 

 

 

 

 

 

Debentures

 

CDI + 1%

 

(1,322,673)

(1,346,371)

(1,370,069)

Debentures

 

108.4% of CDI

 

(2,224,758)

(2,264,617)

(2,304,479)

Debentures – Via Varejo

 

CDI + 0.86% per year

 

(881,699)

(897,496)

(913,294)

Bank loan

 

102.50% of CDI

 

(1,218,720)

(1,240,556)

(1,262,391)

Leasing

 

100.19% of CDI

 

(192,323)

(195,769)

(199,215)

Leasing

 

2.6 % per year

 

(13,711)

(13,711)

(13,711)

Leasing

 

IGP-DI + 6% per year

 

(25,401)

(25,856)

(26,311)

Bank loan – Via Varejo

 

110.48% of CDI

 

(3,165,096)

(3,221,804)

(3,378,512)

Total loans and financings  exposure

 

 

 

(9,044,381)

(9,206,180)

(9,367,982)

Cash and cash equivalents

 

100.6 % of CDI(*)

 

5,458,684

5,556,486

5,654,288

 

 

 

 

 

 

 

Total net exposure

 

(3,585,697)

(3,649,694)

(3,713,694)

 

 

 

 

 

 

 

Deterioration compared with the Scenario I

 

 

63,997

127,997

(*) weighted average

 

 

 

 

 

 

 

c)  Fair value measurements

 

Consolidated assets and liabilities measured at fair value are summarized as follows:

 

 

06.30.2013

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

23,111

23,111

-

-

Cross-currency interest rate swaps

82,004

-

82,004

-

Interest rate swaps

34,710

-

34,710

-

Loans and financings 

(1,072,559)

-

(1,072,559)

-

Debentures

(3,924,742)

-

(3,924,742)

-

Put/call options (e), (f)

361,015

-

-

361,015

 

(4,496,461)

23,111

(4,880,587)

361,015

 

There were no changes between the fair value measurement levels in the period of six months ended June 30, 2013.

 

Page 83


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 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

06.30.2013

12.31.2012

06.30.2013

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$ 40,000

2/13/2012

2/13/2014

10,734

6,765

11,914

7,145

 

Itaú Unibanco

US$ 175,000

7/1/2010

9/7/2013

-

(18,281)

-

(16,389)

 

Itaú Unibanco

US$ 160,300

5/5/2011

4/16/2014

60,788

43,653

70,090

50,456

 

HSBC

US$ 150,000

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

8,228

4,746

10,428

11,210

 

(*)

R$ 130,000

6/28/2010

6/6/2014

8,780

5,091

12,107

14,858

 

 

R$ 130,000

6/28/2010

6/2/2015

8,294

4,706

12,175

20,363

 

Itaú Unibanco

R$ 779,650

6/25/2007

3/1/2013

-

132

-

205

 

 

 

 

 

96,824

79,581

116,714

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 84


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 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 June 30, 2013, the amount of R$1,958 (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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

PIS and COFINS payable

20,445

47,988

 

227,415

251,902

Provision for income and social contribution taxes

56,816

22,991

 

98,384

147,915

ICMS to payable

20,033

24,906

 

222,816

233,154

Other

1,579

5,623

 

36,959

17,790

 

98,873

101,508

 

585,574

650,761

 

b) Taxes payable in installment

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

Taxes payable by installments - Law no. 11941/09 (i)

1,143,242

1,248,158

 

1,234,036

1,340,855

Other (ii)

16,433

18,043

 

17,322

19,056

 

1,159,675

1,266,201

 

1,251,358

1,359,911

 

 

 

 

 

 

Current

134,231

147,172

 

142,667

155,368

Noncurrent

1,025,444

1,119,029

 

1,108,691

1,204,543

 

 

Page 85


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

21.   Income and social contribution taxes payable and taxes payable in installment

 

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

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

Earnings before income and social contribution taxes

311,509

516,109

 

490,123

563,851

Income and social contribution taxes at the notional rate of 25% for the Company and 34% for subsidiaries

(77,877)

(129,027)

 

(147,037)

(169,156)

Tax penalties

(1,884)

(1,029)

 

(3,180)

(1,694)

Equity pickup

32,950

56,000

 

3,833

656

Extemporaneous credits

16,890

-

 

16,890

-

Other permanent differences (undeductible

(2,923)

(20,812)

 

(8,394)

13,798

Effective income and social contribution taxes

(32,844)

(94,868)

 

(137,888)

(156,396)

 

 

 

 

 

 

Income and social contribution taxes for the period:

 

 

 

 

 

Current

(46,704)

(81,548)

 

(142,692)

(102,986)

Deferred

13,860

(13,320)

 

4,804

(53,410)

Deferred income and social contribution taxes expenses

(32,844)

(94,868)

 

(137,888)

(156,396)

Effective rate

10.5%

18.4%

 

28.1%

27.7%

The CBD does not pay social contribution tax (9%) based on final and unappealable court decision in the past.

 

 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

 

 

 

 

 

Tax losses

-

7,095

 

770,662

796,771

Provision for contingencies

156,784

97,666

 

323,308

269,390

Provision for derivative operations taxed on a cash basis

3,536

25,104

 

7,265

22,608

Allowance for doubtful accounts

1,354

1,375

 

83,200

75,394

Provision for goodwill decrease

-

-

 

974

974

Provision for current expenses

-

-

 

94,150

49,557

Goodwill tax amortization over investments

33,991

43,162

 

(325,457)

(270,666)

Adjustment to present value Law 11638/07

379

441

 

(8,844)

1,320

Adjustment for financial leasing operations Law 11638/07

7,295

7,158

 

(50,661)

(43,183)

Adjustment to marking to market Law 11638/07

1,303

729

 

1,303

729

Capital gain of assets acquired in business combination

-

-

 

(960,901)

(986,701)

Technological innovation accomplishment future

(12,561)

(11,722)

 

(12,561)

(11,722)

Other

7,270

14,573

 

23,832

36,995

Deferred income and social contribution taxes

199,351

185,491

 

(53,730)

(58,534)

 

 

 

 

 

 

Noncurrent assets

199,351

185,491

 

1,057,286

1,078,842

Noncurrent liabilities

-

-

 

(1,111,016)

(1,137,376)

Income tax and deferred social contribution

199,351

185,491

 

(53,730)

(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 reviewed 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

2013

55,699

 

376,849

2014

43,127

 

219,683

2015

43,127

 

221,783

2016

43,127

 

169,259

2017

14,271

 

69,712

 

199,351

 

1,057,286

 

 

Page 87


 
 

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ITR –– Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

23. Companies` acquisition

 

 

Consolidated

 

06.30.2013

12.31.2012

 

 

 

Interest acquisition in Assai (a)

5,104

4,945

Interest acquisition in Sendas (b)

226,408

216,277

 

231,512

221,222

 

 

 

Current liabilities

68,250

63,021

Noncurrent liabilities

163,262

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 June 30, 2013 four 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

-

166,118

82,676

782

249,576

Payments

-

-

(11,361)

-

(11,361)

Reversals

-

(43,131)

(5,346)

(939)

(49,416)

Transfers

-

-

-

(15,100)

(15,100)

Monetary restatement

932

2,722

6,376

5,117

15,147

 

 

 

 

 

 

Balance at June 30, 2013

37,025

258,672

184,762

54,070

534,529

 

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

189,762

6,109

141,408

24,888

362,167

Payments

-

-

(16,710)

(4,502)

(21,212)

Reversals

-

(43,139)

(13,029)

(18,385)

(74,553)

Monetary restatement

2,043

6,551

11,953

16,878

37,425

 

 

 

 

 

 

Balance at June 30, 2013

278,362

333,603

314,458

151,765

1,078,188

 

Page 88


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 30, 2013 is R$90,552 (R$86,557 at December 31, 2012).

 

In addition, recently 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$187,974.

 

Taxes and other

 

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, there was a 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 June 30, 2013 is R$136,538 (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 June 30, 2013 is R$35,220 (R$31,529 at December 31, 2012).

 

 

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 30, 2013, the amount recorded was R$161,681 (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 June 30, 2013, the Company recorded a provision of R$301,639 (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”) 0.03% accrued at June 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$12,819 at June 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 June 30, 2013, the amount accrued for these lawsuits is R$40,903 (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$52,774 at June 30, 2013 (R$43,769 at December 31, 2012);

Page 90


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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$2,823 at June 30, 2013 (R$2,685 at December 31, 2012).

 

Total civil actions and other at June 30, 2013 is R$151,765 (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$7.664.057 at June 30, 2013 (R$7,451,912 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$292,268 at June 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 relating to the same matter 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$617,559 at June 30, 2013 (R$300,800 at December 31, 2012) and partly as a remote.

 

The amount involved in these assessments corresponds to R$1,172,923 at June 30, 2013 (R$783,305 at December 31, 2012).

 

·       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$1,021,713 at June 30, 2013 (R$1,076,782 at December 31, 2012);

Page 91


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

f)   Other non-accrued contingent liabilities -- Continued

 

·       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$3,809,940 at June 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$321,298 at June 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$632,999 at June 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$412,916 on June 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.

 

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

 

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

Tax

57,891

57,847

139,815

137,911

Labor

427,981

456,921

725,227

738,228

Civil and other

39,559

33,607

84,586

76,155

Total

525,431

548,375

949,628

952,294

 

 

 

 

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

24.   Provision for contingencies -- Continued

 

h)  Guarantees 

 

Lawsuits

 

Real estate

 

Equipment

 

Guarantee

 

Total

 

 

 

 

 

 

 

 

 

Tax

 

797,846

 

28

 

4,309,430

 

5,107,304

Labor

 

6,141

 

3,054

 

72,440

 

81,635

Civil and other

 

11,132

 

940

 

189,501

 

201,573

Total

 

815,119

 

4,022

 

4,571,371

 

5,390,512

                                                                                                                                   

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

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

 

Gross commitments from operating lease

Minimum rental payment

 

 

 

 

 

Less than1 year

403,957

354,816

 

1,171,001

931,204

Over 1 year and less than 5 years

1,314,656

1,101,133

 

3,110,117

2,579,478

Over 5 years

1,369,774

1,430,996

 

4,237,561

4,084,681

 

3,088,387

2,886,945

 

8,518,679

7,595,363

 

The non-cancellable minimum operating lease payments refers to the period of contract in normal course of operation.

 

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 June 30, 2013, the fine would be R$862,339 (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

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

Contingent payments recognized as expense in the period

118,708

133,213

 

215,974

155,202

 

 

 

Page 93


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

25.   Leasing transactions –Continued 

 

a)  Operational lease -- Continued

 

(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$329,667 at June 30, 2013 (R$358,211 at December 31, 2012), according to the chart below:

 

 

Parent Company

 

Consolidated

 

06.30.2013

12.31.2012

 

06.30.2013

12.31.2012

Financial leasing liability –minimum lease payments

 

 

 

 

 

Less than 1 year

43,825

66,863

 

58,755

83,054

Over 1 year and less than 5 years

112,001

110,065

 

120,885

127,283

Over 5 years

27,656

28,001

 

34,518

35,254

Present value of financial lease agreements

183,482

204,929

 

214,158

245,591

 

 

 

 

 

 

Future financing charges

90,963

97,085

 

115,519

112,620

Gross amount of financial lease agreements

274,445

302,014

 

329,677

358,211

 

 

Parent Company

 

Consolidated

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

Contingent payments recognized as expense in the period

1,162

1,311

 

1,162

1,311

 

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

 

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

 

Minimum rentals

 

163,566

178,379

 

257,213

250,564

Contingent rentals

 

55,420

5,411

 

407,947

296,973

Sublease rentals

 

(61,511)

(44,036)

 

(78,432)

(58,976)

 

 

157,475

139,754

 

586,728

488,561

Page 94


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

25.   Leasing transactions - Continued 

 

b)  Financial lease - Continued

 

 

At October 3, 2005, the Company sold 60 properties (28 Extra hypermarkets and 32 Pão de Açúcar supermarkets), to the Península Fund (controlled by Diniz Group) which were leased back to the Company for a 25-year period, and may be renewed for two further consecutive periods of 10 years each. As a result of this sale, the Company paid R$25,517, at the inception date of the store lease agreement, as an initial fee for entering into a long term contract. The initial fee was recorded in deferred expense and has been amortized through the lease agreement of the related stores.

 

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

 

06.30.2013

12.31.2012

 

 

 

Additional or extended warranties

474,168

513,003

Finasa agreement

2,204

-

Barter contract

39,927

32,975

Back lights

9,434

17,807

 

525,733

563,785

 

 

 

Current

84,912

92,120

Noncurrent

440,821

471,665

 

Management estimates that the value classified as noncurrent will be recognized in profit or loss, in the following proportion:

 

 

Consolidated

 

06.30.2013

2014

37,672

2015

77,273

2016

116,449

2017

66,424

2018

49,268

2019

49,268

2020

44,467

 

440,821

Page 95


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 264,292 at June 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 June 30, 2013 and December 31, 2012, and 164,612 in thousands of preferred shares at June 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 period of six month ended of June 30, 2013 the Company increased the capital in 41 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.

 

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.

 

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.

 

Page 96


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

c)  Capital reserve – special goodwill reserve - Continued 

 

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.

 

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

 

(i)     Stock option plan for preferred shares

 

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.

 

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.

 

 

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 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.

 

As a general rule of the Stock Option Plan, which can be changed by the Committee of Stock Option in each series, the exercise of the option will occur from the 36th month until the 48th month as of the signature date of respective adhesion agreement, and the employee will be entitled to acquire 100% of the shares whose option was classified as "Silver". The exercise of options classified as "Gold" will occur in the same year, but the percentage of these options subject to performance is determined by the Stock Option Committee, on the 35th month as of the signature date of the respective adhesion agreement.

 

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 98


 
 

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

 

ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 June 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

(118)

(14)

167

 

Series A5 - Silver

5/31/2011

 

5/31/2014

 

5/31/2015

 

54.69

54.69

 

299

(118)

(14)

167

 

Series A6 - Gold

3/15/2012

 

3/15/2015

 

3/15/2016

 

0.01

0.01

 

526

(140)

(26)

360

 

Series A6 - Silver

3/15/2012

 

3/15/2015

 

3/15/2016

 

64.13

64.13

 

526

(140)

(26)

360

 

Series A7 – Gold

3/15/2013

 

3/14/2016

 

3/14/2017

 

0.01

0.01

 

358

-

(15)

343

 

Series A7 - Silver

3/15/2013

 

3/14/2016

 

3/14/2017

 

80.00

80.00

 

358

-

(15)

343

 

 

 

 

 

 

 

 

 

 

 

3,062

(1,209)

(113)

1,740

 

                                 

 

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 June 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$99.60 per share.

 

 

 

 

 

 

 

Page 99


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

27.   Shareholders’ Equity – Continued 

 

f)   Stock option plan for preferred shares – Continued

 

(ii)         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 June 2013 of all options granted:

 

 

06.30.2013

 

12.31.2012

Number of shares

264,292

 

263,410

Balance of granted series in effect

1,740

 

1,658

Maximum percentage of dilution

0.66%

 

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 0.82% (0.81% at December 31, 2012), (b) expectation of volatility of nearly 28.84% at June 30, 2013 (33.51% at December 31, 2012) and (c) the risk-free weighted average interest rate of 10.45% at June 30, 2013 (10.19% at December 31, 2012). The expectation of average remaining of the series outstanding at June 30, 2013 was 1.95 year (1.64 year at December 31, 2012). The weighted average fair value of options granted at June 30, 2013 was R$62.33 (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 June 30, 2013

 

 

 

 

Granted during the period

716

40.02

-

-

Cancelled during the period

(51)

40.02

-

-

Exercised during the period

(583)

18.10

-

-

Expired during the period

-

-

-

-

Outstanding at the ended of the period

1,740

34.30

1.95

113,704

Total to be performed on June 30, 2013

1,740

34.30

1.95

113,704

 

On June 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 June 30, 2013 were R$23,653 (R$18,688 at June 30, 2012).

Page 100


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

28. Net revenue

 

 

Parent Company

 

Consolidated

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

Gross revenue from goods and/or services

 

 

 

 

 

Goods

11,181,965

10,111,804

 

29,629,617

26,950,844

Rendering of services

58,752

50,542

 

723,489

683,235

Financial services

-

-

 

498,145

439,896

Sales return and cancellation

(147,592)

(123,744)

 

(947,641)

(902,228)

 

11,093,125

10,038,602

 

29,903,610

27,171,747

 

 

 

 

 

 

Taxes

(939,077)

(898,223)

 

(3,137,826)

(2,986,877)

 

 

 

 

 

 

Net Income

10,154,048

9,140,379

 

26,765,784

24,184,870

 

 

 

 

 

 

 

 

29. Expenses by nature

 

 

Parent Company

 

Consolidated

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

Cost of inventories

(7,402,606)

(6,790,044)

 

(19,681,982)

(17,711,388)

Personnel expenses

(1,042,497)

(847,571)

 

(2,489,375)

(2,281,088)

Outsourced services

(170,560)

(141,362)

 

(1,488,677)

(1,390,733)

Selling expenses

(179,998)

(196,916)

 

(263,946)

(297,687)

Functional expenses

(480,817)

(424,946)

 

(716,008)

(687,578)

Other expenses

11,669

(47,855)

 

(346,020)

(294,177)

 

(9,288,177)

(8,448,694)

 

(24,986,008)

(22,662,651)

 

 

 

 

 

 

Cost of goods and/or services sold

(7,402,606)

(6,790,044)

 

(19,681,982)

(17,711,388)

Selling expenses

(1,557,782)

(1,370,265)

 

(4,536,249)

(4,097,631)

General and administrative expenses

(327,789)

(288,385)

 

(767,777)

(853,632)

 

(9,288,177)

(8,448,694)

 

(24,986,008)

(22,662,651)

 

 

 

 

 

 

Page 101


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

30. Other operating revenue (expenses), net

 

 

Parent Company

 

Consolidated

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

Provision for tax claims (i)

(163,291)

-

 

(163,291)

-

Identifiable liability (ii)

(35,283)

-

 

(73,941)

-

Expenditures with integration / restructuring

(27,585)

(1,512)

 

(39,457)

(14,791)

Permanent assets result

(4,226)

(14,909)

 

(13,781)

21,604

Reversal of provision

-

-

 

-

7,170

Other (iii)

(13,494)

-

 

(67,912)

(2,269)

 

(243,879)

(16,421)

 

(358,382)

11,714

 

 

 

 

 

 

Other operating income

5,840

(14,854)

 

(3,026)

32,994

Other operating expenses

(249,719)

(1,567)

 

(355,356)

(21,280)

 

243,879

(16,421)

 

(358,382)

(11,714)

 

(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 the review of labor and tax risks, net of effects of tax amnesties.

 

31.   Financial result

 

 

Parent Company

 

Consolidated

 

06.30.2013

06.30.2012

 

06.30.2013

06.30.2012

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

Cost of debt

(229,727)

(269,682)

 

(409,400)

(470,545)

Anticipated cost receivables

(40,913)

(42,441)

 

(264,584)

(282,415)

Monetary adjustment liabilities

(56,616)

(71,224)

 

(105,016)

(128,996)

Other expenses

(25,763)

(14,526)

 

(45,687)

(35,159)

Total expenses

(353,019)

(397,873)

 

(824,687)

(917,115)

 

 

 

 

 

 

Financial revenues

 

 

 

 

 

Profitability in cash and cash equivalents

66,189

98,557

 

176,635

177,346

Monetary adjustment assets

40,152

68,476

 

88,338

107,889

Other financial revenues

4,138

7,311

 

5,701

11,402

Total financial income

110,479

174,344

 

270,674

296,637

 

 

 

 

 

 

Financial result

(242,540)

(223,529)

 

(554,013)

(620,478)

 

 

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.

 

Page 102


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

32. Earnings per share  -- Continued

 

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:

 

 

 

06.30.2013

 

06.30.2012

 

Preferred

Common

Total

 

Preferred

Common

Total

Basic numerator

 

 

 

 

 

 

 

Basic earnings allocated and not distributed

179,483

99,182

278,665

 

269,761

151,480

421,241

Net income allocated available for common and preferred shareholders

179,483

99,182

278,665

 

269,761

151,480

421,241

 

 

 

 

 

 

 

 

Basic denominator (thousands of shares)

 

 

 

 

 

 

 

Weighted average of shares

163,986

99,680

263,666

 

161,374

 

 

 

 

 

 

 

 

 

 

Basic earnings per thousands of shares (R$)

1.09

1.00

 

 

1.67

1.52

 

 

 

 

 

 

 

 

 

Diluted numerator

 

 

 

 

 

 

 

Net income allocated and not distributed

163,986

99,680

263,666

 

161,374

99,680

261,054

Stock call option

1,217

-

1,217

 

1,394

-

1,394

Net income allocated available for common and preferred shareholders

 

 

 

 

162,768

99,680

262,448

 

165,203

99,680

264,883

 

 

 

 

Diluted earnings per thousands of shares (R$)

 

 

 

 

1.66

1.52

 

 

1.09

1.00

 

 

 

 

 

 

 

 

 

 

 

 

Page 103


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 period of six months ended June 30, 2013 R$1,871 (R$1,692 at June 30, 2012), and employees contributions R$2,380 (R$2,185 at June 30, 2012). The plan had 940 participants at June 30, 2013 (846 at June 30, 2012).

 

 

34.   Insurance coverage

 

The insurance coverage at June 30, 2013 is summarized as follows:

 

 

 

 

 

Parent Company

Consolidated

Insured assets

 

Covered risks

 

Amount insured

Amount insured

Property. equipment and inventories

 

Assigning profit

 

6,702,514

15,042,000

Profit

 

Loss of profits

 

1,579,602

3,697,023

Cars and other (*)

 

Damages

 

459,293

730,956

 

In addition, the Company maintains specific policies referring to civil liability and directors and officers liability amounting to R$302,710.

 

(*)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 financial statements. 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.

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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 105


 
 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

35.   Segment information- Continued

 

 

Balance at 06.30.2013

Description

Retail

Cash & Carry

Home appliance

E-commerce

Total

Eliminations (*)

Total

Net sales

11,965,368

2,738,131

10,255,838

1,806,447

26,765,784

-

26,765,784

Gross profit

3,305,228

375,332

3,153,182

250,060

7,083,802

-

7,083,802

Depreciation and amortization

(295,935)

(25,423)

(65,893)

(2,784)

(390,035)

-

(390,035)

Equity pickup

9,875

-

2,902

-

12,777

-

12,777

Operating income

368,425

59,356

599,489

16,866

1,044,136

-

1,044,136

Financial expenses

(394,813)

(19,721)

(363,167)

(59,976)

(837,677)

12,990

(824,687)

Financial revenue

165,716

11,359

102,430

4,159

283,664

(12,990)

270,674

Earnings before income and social

contribution taxes

139,329

50,993

338,752

(38,951)

490,123

-

490,123

Income and social contribution taxes

(14,732)

(18,074)

(117,586)

12,504

(137,888)

-

(137,888)

Net income (loss)

124,596

32,919

221,167

(26,447)

352,235

-

352,235

Current assets

5,596,101

970,343

7,658,270

883,681

15,108,395

(198,647)

14,909,748

Noncurrent assets

13,051,587

2,280,932

3,273,884

374,007

18,980,410

(488,105)

18,492,305

Current liabilities

4,584,519

1,988,615

6,222,712

1,200,433

13,996,279

(686,745)

13,309,534

Noncurrent liabilities

6,710,398

385,341

1,574,268

1,553

8,671,560

-

8,671,560

Shareholders’ equity

7,352,771

877,319

3,135,174

55,702

11,420,966

(7)

11,420,959

 

 

 

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 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

June 30, 2012

11,298,203

2,077,864

9,232,004

1,576,799

24,184,870

-

24,184,870

Net sales

3,210,028

298,043

2,743,175

226,236

6,473,482

-

6,473,482

Gross profit

(262,727)

(20,867)

(68,093)

(102)

(351,789)

-

(351,789)

Depreciation and amortization

2,056

-

129

-

2,185

-

2,185

Equity pickup

712,205

52,808

398,337

20,979

1,184,329

-

1,184,329

Operating income

(448,573)

(43,408)

(389,508)

(56,711)

(938,200)

21,085

(917,115)

Financial expenses

217,921

10,851

85,906

3,044

317,722

(21,085)

296,637

Financial revenue

481,552

20,251

94,735

(32,689)

563,849

2

563,851

Earnings before income and social

contribution taxes

(116,239)

1,656

(53,267)

11,454

(156,396)

-

(156,396)

Income and social contribution taxes

365,315

21,907

41,469

(21,236)

407,455

-

407,455

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

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ITR – Quarterly Financial Information – June 30, 2013 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO 

Version: 1

Companhia Brasileira de Distribuição

Notes to the interim financial statements -- Continued

June 30, 2013

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

 

 

 

35.   Segment information - Continued 

 

Entity 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:

 

 

06.30.2013

06.30.2012

Food

54.9%

55.2%

Non-food

45.1%

44.8%

Total

100.0%

100.00%

 

On June 30, 2013 the investments were presented as follows:

 

 

06.30.2013

12.31.2012

Food

702,475

1,245,232

Non-food

148,964

331,325

Total investments

851,439

1,576,557

 

 

36.   Subsequent events

 

On July 19, 2013, the Board of Directors of the Company approved the interim dividends in the amount of R$33.150, of which R$0.13 per preferred share and R$0.118182 per common share.

 

The dividend payment will be held on August 13, 2013. Shall be entitled to dividends all outstanding shares on the base date of July 31, 2013. Since August 1st, 2013, the shares will be traded without rights of dividends as of (“ex-rights”) to the dividends payment date.

 

 

 

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ITR – Quarterly Financial Information – June 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 06/30/2013
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

WILKES PARTICIPAÇÕES S.A.

65,400,000

65.61

1,775,831

1.08

67,175,831

25.42

Casino Group

 

 

 

 

 

 

SUDACO PARTICIPAÇÕES LTDA.

28,619,178

28.71

3,091,566

1.88

31,710,744

12.00

CASINO GUICHARD PERRACHON

RACHON *

5,600,052

5.62

-

0.00

5,600,052

2.12

SEGISOR *

-

0.00

5,091,754

3.09

5,091,754

1.93

BENGAL LLC *

-

0.00

1,550,000

0.94

1,550,000

0.59

OREGON LLC *

-

0.00

1,550,000

0.94

1,550,00

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

4,830,654

2.93

4,830,654

1.83

RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E

PARTICIPAÇÕES LTDA. EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

-

0.00

4,105,906

2.49

4,105,906

1.55

TREASURY SHARES

-

0.00

232,586

0.14

232,586

0.09

OTHER

60,621

0.06

131,180,067

79.69

131,240,688

49.66

TOTAL

99,679,851

100.00

164,612,031

100.00

264,291,882

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
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares Class A

Preferred Shares Class B

Total

Number

%

Number

%

Number

%

Number

%

PENINSULA PARTICIPAÇÕES LTDA.

19,375,000

47.55

-

-

-

-

19,375,000

25.67

SUDACO PARTICIPAÇÕES LTDA.

21,375,000

52.45

24,650,000

100.00

10,073,824

100.00

56,098,824

74.33

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
(In units)

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

 

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

PENÍNSULA PARTICIPAÇÕES S.A.

Shareholding at 09/30/2012
(In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

ABILIO DOS SANTOS DINIZ

29,889,429

11.26

3,000,000

42.86

32,889,429

12.07

JOÃO PAULO F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

ANA MARIA F.DOS SANTOS DINIZ D'ÁVILA

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

PEDRO PAULO F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

ADRIANA F.DOS SANTOS DINIZ

39,260,447

14.79

1,000,000

14.29

40,260,447

14.78

RAFAELA MARCHESI DINIZ

39,260,447

14.79

-

-

39,260,447

14.41

MIGUEL MARCHESI DINIZ

39,260,447

14.79

-

-

39,260,447

14.41

TOTAL

265,452,111

100.00

7,000,000

100.00

272,452,111

100.00

 

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

 

PUMPIDO PARTICIPAÇÕES LTDA

Shareholding at 09/30/2012
(In units)

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

RIO PLATE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA

Shareholding at 09/30/2012
(In units)

Shareholder/Quotaholder

Quotas

Total

Number

%

Number

%

PENÍNSULA PARTICIPAÇÕES S.A.

566,610,599

100.00

566,610,599

100.00

ABILIO DOS SANTOS DINIZ

1

0.00

1

-

TOTAL

566,610,600

100.00

566,610,600

100.00

 

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ITR – Quarterly Financial Information – June 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

SEGISOR

Shareholding at 09/30/2012
(In units)

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

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 09/30/2012

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,331

99.94%

33,199,379

20.17%

132,818,710

50.25%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

100

0.00%

11

0.00%

111

0.00%

Board of Executive Officers

-

0.00%

214,428

0.09%

214,428

0.06%

 

 

 

 

 

 

 

Fiscal Council

-

0.00%

1,000

0.00%

1,000

0.00%

 

 

 

 

 

 

 

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

60,420

0.06%

130,964,627

79.56%

131,025,047

49.58%

 

 

 

 

 

 

 

Total

99,679,851

100.00%

164,612,031

100.00%

264,291,882

100.00%

 

 

 

 

 

 

 

Outstanding Shares

60,520

0.06%

130,964,627

79.56%

131,025,047

49.58%

 

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 09/30/2011

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Controlling Parties

99,619,331

99.94

66,254,220

40.56

 

%

165,873,551

63.06

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00%

4.388

0.00

4,388

0.00

Board of Executive Officers

-

0.00%

723,441

0.44

723,441

0.28

 

 

 

 

 

 

 

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%

96,153,973

58.86

96,214,493

36.58

 

 

 

 

 

 

 

Total

99,679,851

100.00%

163,368,608

100.00

263,048,459

100.00

 

 

 

 

 

 

 

Outstanding Shares

60,520

0.06%

96,153,973

58.86

96,214,493

36.58

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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 June 30, 2013, which comprises the balance sheet as of June 30, 2013 and the related statements of income and comprehensive income for the three- and six-month periods then ended, and changes in equity and cash flows for the six-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 the CVM.

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Version: 1

 

Reports and Statements/Officers Statement on the Independent Auditors’ Report

 

 

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 IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards established by the CVM.

Other matters

Statements of value added

We have also reviewed the individual and consolidated statements of value added for the six-month period ended June 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, that 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, July 19, 2013

DELOITTE TOUCHE TOHMATSU

Edimar Facco

Auditores Independentes

Engagement Partner

 

 

 

SIGNATURES

        Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO



Date:  July 24, 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


FORWARD-LOOKING STATEMENTS

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