cbditr2q17_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, 2017

           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  


 
 

 

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended June 30, 2017 and
Report on Review of Interim Financial Information

Ernst & Young auditores independentes

 


 
 

 

 

 

A free translation from Portuguese into English of Independent Auditor’s Report on Review of Quarterly Financial Information

                                                   

Independent auditor’s report on review of quarterly financial information

 

 

To the Shareholders, Directors and Officers

Companhia Brasileira de Distribuição

São Paulo – SP – Brazil

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (“Company”), included in the Quarterly Information Form (ITR) for the quarter ended June 30, 2017, which comprise the balance sheet as of June 30, 2017 and the related statements of income and comprehensive income for the three and six-months periods then ended, and the statements of changes in equity and cash flows for the six-month period then ended, including other explanatory information.

 

Management is responsible for the preparation of individual and consolidated interim financial information in accordance with Accounting Pronouncement CPC 21 (R1) -– Demonstração Intermediária (“CPC 21 (R1)”) and International Accounting Standard IAS 34 - Interim Financial Reporting (“IAS 34”), issued by the International Accounting Standards Board (IASB), as well as for the presentation of this information in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information Form (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of the review

 

We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 Revisão de Informações Intermediárias Executada pelo Auditor da Entidade) and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). 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 Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion on the individual and consolidated interim financial information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Quarterly Information Form (ITR), consistently with the rules issued 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, 2017, prepared under the responsibility of  the Company’s management, the presentation of which in the interim financial information is required by the rules issued by the CVM applicable to preparation of Quarterly Information Form (ITR), and considered as supplementary information under IFRS – International Financial Reporting Standards, which does not require the presentation of the statement of value added. These statements have been subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in a manner consistent with the overall individual and consolidated interim financial information.

 

Audit of prior year financial statements and review of prior year interim financial information by other independent auditors

 

The audit of the individual and consolidated balance sheet as of December 31, 2016 and the review of individual and consolidated financial information for the three and six-month periods ended June 30, 2016, presented for comparison purposes, were conducted by other independent auditors, who issued an unqualified opinion and review thereon dated February 23, 2017 and July  27, 2016, respectively. As part of our review of individual and consolidated interim financial information for the period ended June 30, 2017, we have reviewed the adjustments to the corresponding prior year figures in the individual and consolidated statements of income and cash flows for the three and six-months periods ended June 30, 2016 made for presentation of discontinued operations, as disclosed in Note 31, and nothing has come to our attention that would lead us to believe that such adjustments have not been made fairly, in all material respects. We have not been engaged to audit, review or apply any other procedures to the information referring to the individual and consolidated balance sheet as of December 31, 2016 and to any other individual and consolidated interim financial information for the three and six-month periods ended June 30, 2016. Accordingly, we do not express an opinion or any other form of assurance on the referred to balance sheet or quarterly financial information taken as a whole.

 

 

 

São Paulo, July 25, 2017.

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP015199/O-6

 

 

 

 

Antonio Humberto Barros dos Santos

Accountant CRC-1SP161745/O-3

 


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Company Information

 

Capital Composition

2

Individual Interim Financial Information

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Operations

5

Statement of Comprehensive Income

6

Statement of Cash Flows

7

Statement of Changes in Shareholders’ Equity

 

1/1/2017 to 6/30/2017

8

1/1/2016 to 6/30/2016

9

Statement of Value Added

10

Consolidated Interim Financial Information

 

Balance Sheet – Assets

11

Balance Sheet – Liabilities

12

Statement of Operations

13

Statement of Comprehensive Income

14

Statement of Cash Flows

15

Statement of Changes in Shareholders’ Equity

 

1/1/2017 to 6/30/2017

16

1/1/2016 to 6/30/2016

17

Statement of Value Added

18

Comments on the Company`s Performance

19

Notes to the Interim Financial Information

36

 

 

 


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Number of Shares

(thousand)

Current Quarter

6/30/2017

Share Capital

 

Common

99,680

Preferred

166,568

Total

266,248

Treasury Shares

 

Common

-

Preferred

233

Total

233

 

 

 

2


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter 6.30.2017

Previous Year
12.31.2016

1

Total Assets

21,401,000

23,660,000

1.01

Current Assets

7,751,000

10,702,000

1.01.01

Cash and Cash Equivalents

1,739,000

4,496,000

1.01.03

Accounts Receivable

534,000

507,000

1.01.03.01

Trade Receivables

445,000

396,000

1.01.03.02

Other Receivables

89,000

111,000

1.01.04

Inventories

2,849,000

3,106,000

1.01.06

Recoverable Taxes

398,000

557,000

1.01.07

Prepaid Expenses

175,000

81,000

1.01.08

Other Current Assets

2,056,000

1,955,000

1.01.08.01

Noncurrent Assets Held for Sale and Discontinued Operations

1,974,000

1,901,000

1.01.08.03

Other

82,000

54,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

42,000

-

1.01.08.03.02

Others Assets

40,000

54,000

1.02

Noncurrent Assets

13,650,000

12,958,000

1.02.01

Long-term Assets

2,386,000

1,663,000

1.02.01.03

Accounts Receivable

93,000

81,000

1.02.01.03.02

Other Receivables

93,000

81,000

1.02.01.06

Deferred Taxes

152,000

155,000

1.02.01.07

Prepaid Expenses

11,000

13,000

1.02.01.08

Receivables from Related Parties

499,000

359,000

1.02.01.09

Other Noncurrent Assets

1,631,000

1,055,000

1.02.01.09.04

Recoverable Taxes

1,036,000

521,000

1.02.01.09.05

Judicial Deposits

593,000

534,000

1.02.01.09.07

Financial Instruments - Fair Value Hedge

2,000

-

1.02.02

Investments

3,337,000

3,059,000

1.02.02.01

Investments in Associates and Subsidiaries

3,314,000

3,036,000

1.02.02.01.02

Investments in Subsidiaries

3,314,000

3,036,000

1.02.02.02

Investment properties

23,000

23,000

1.02.03

Property and Equipment, Net

6,769,000

7,043,000

1.02.04

Intangible Assets

1.158.000

1.193.000

 

 

 

 

3


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter 6.30.2017

Previous Year
12.31.2016

2

Total Liabilities

21,401,000

23,660,000

2.01

Current Liabilities

6,034,000

9,510,000

2.01.01

Payroll and Related Taxes

423,000

446,000

2.01.02

Trade Payables

3,320,000

5,091,000

2.01.03

Taxes and Contributions Payable

205,000

189,000

2.01.04

Borrowings and Financing

1,129,000

2,763,000

2.01.05

Other Liabilities

955,000

1,018,000

2.01.05.01

Payables to Related Parties

626,000

510,000

2.01.05.02

Other

329,000

508,000

2.01.05.02.04

Utilities

27,000

11,000

2.01.05.02.05

Rent Payable

66,000

100,000

2.01.05.02.06

Advertisement Payable

30,000

40,000

2.01.05.02.07

Pass-through to Third Parties

13,000

15,000

2.01.05.02.08

Financing Related to Acquisition of Assets

16,000

32,000

2.01.05.02.09

Deferred Revenue

26,000

127,000

2.01.05.02.12

Other Accounts Payable

121,000

155,000

2.01.05.02.13

Loalty Programs

30,000

28,000

2.01.06

Provisions

2,000

3,000

2.02

Noncurrent Liabilities

5,200,000

4,290,000

2.02.01

Borrowings and Financing

3,510,000

2,775,000

2.02.02

Other Liabilities

897,000

600,000

2.02.02.02

Other

897,000

600,000

2.02.02.02.03

Taxes Payable in Installments

765,000

540,000

2.02.02.02.04

Provision for Negative Equity

86,000

22,000

2.02.02.02.05

Financing Related to Acquisition of Assets

-

4,000

2.02.02.02.07

Other Accounts Payable

46,000

34,000

2.02.04

Provisions

774,000

891,000

2.02.06

Deferred Revenue

19,000

24,000

2.03

Shareholders’ Equity

10,167,000

9,860,000

2.03.01

Share Capital

6,818,000

6,811,000

2.03.02

Capital Reserves

349,000

331,000

2.03.02.04

Options Granted

342,000

324,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

2,718,000

2,718,000

2.03.04.01

Legal Reserve

426,000

426,000

2.03.04.05

Earnings Retention Reserve

234,000

234,000

2.03.04.10

Expansion Reserve

2,299,000

2,299,000

2.03.04.12

Transactions with non-controlling interests

(91,000)

(91,000)

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

290,000

-

2.03.08

Other Comprehensive Income

(8,000)

-

 

 

 

 

4


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Operations

           

R$ (in thousands)

       

Code

Description


Current Quarter
4/01/2017 to
6/30/2017

Year to date current period
1/01/2017 to
6/30/2017

Previous Quarter
4/01/2016 to
6/30/2016

Year to date previous period
1/01/2016 to
6/30/2016

3.01

Net Sales of Goods and/or Services

6,341,000

12,799,000

6,048,000

11,800,000

3.02

Cost of Goods Sold and/or Services Sold

(4,155,000)

(8,846,000)

(4,275,000)

(8,564,000)

3.03

Gross Profit

2,186,000

3,953,000

1,773,000

3,236,000

3.04

Operating Income/Expenses

(1,812,000)

(3,262,000)

(1,865,000)

(3,231,000)

3.04.01

Selling Expenses

(1,301,000)

(2,584,000)

(1,257,000)

(2,351,000)

3.04.02

General and Administrative Expenses

(182,000)

(356,000)

(159,000)

(293,000)

3.04.05

Other Operating Expenses

(434,000)

(562,000)

(329,000)

(497,000)

3.04.05.01

Depreciation/Amortization

(149,000)

(298,000)

(137,000)

(262,000)

3.04.05.03

Other Operating Expenses/Income

(285,000)

(264,000)

(192,000)

(235,000)

3.04.06

Share of Profit of Subsidiaries and Associates

105,000

240,000

(120,000)

(90,000)

3.05

Profit before Financial Income (Expenses) and Taxes

374,000

691,000

(92,000)

5,000

3.06

Financial Income (Expenses)

(170,000)

(336,000)

(206,000)

(370,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

204,000

355,000

(298,000)

(365,000)

3.08

Income Tax and Social Contribution

(33,000)

(41,000)

41,000

67,000

3.08.01

Current

(24,000)

(38,000)

(6,000)

(3,000)

3.08.02

Deferred

(9,000)

(3,000)

47,000

70,000

3.09

Net Income (loss) from Continued Operations

171,000

314,000

(257,000)

(298,000)

3.10

Net Income from Descontinued Operations

(6,000)

(24,000)

(18,000)

(28,000)

3.10.01

Net Income (loss) from Descontinued Operations

(6,000)

(24,000)

(18,000)

(28,000)

3.11

Net Income (loss) for the Period

165,000

290,000

(275,000)

(326,000)

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

0.58022

0.90449

(1.03713)

(1.22968)

3.99.01.02

Preferred

0.64166

0.99494

(1.03713)

(1.22968)

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

Common

0.54508

1.02619

(1.03713)

(1.22968)

3.99.02.02

Preferred

0.64019

1.12881

(1.03713)

(1.22968)

             

 

 

 

 

5


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

       

Code

Description


Current Quarter
4/01/2017 to
6/30/2017

Year to date current period
1/01/2017 to
6/30/2017

Previous Quarter
4/01/2016 to
6/30/2016

Year to date previous period
1/01/2016 to
6/30/2016

4.01

Net income (loss) for the Period

170,000

290,000

(275,000)

(275,000)

4.02

Other Comprehensive Income

(8,000)

(8,000)

56,000

56,000

4.02.02

Accumulative Translation Adjustment for the Period

(8,000)

(8,000)

56,000

56,000

4.03

Total Comprehensive Income for the Period

162,000

282,000

(219,000)

(219,000)

 

 

 

 

6


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

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

       

R$ (in thousands)

   

Code

Description


Current Quarter
1/1/2017 to
6/30/2017

Previous Quarter
1/01/2016 to
6/30/2016

6.01

Net Cash Provided by Operating Activities

(1,287,000)

(1,501,000)

6.01.01

Cash Provided by the Operations

261,000

622,000

6.01.01.01

Net Income for the Period

290,000

(326,000)

6.01.01.02

Deferred Income and Social Contribution Taxes (note 19)

3,000

(70,000)

6.01.01.03

Gain (Losses) on Disposal of Fixed Assets and Intangibles

37,000

37,000

6.01.01.04

Depreciation/Amortization

321,000

283,000

6.01.01.05

Interest and Inflation Adjustments

295,000

332,000

6.01.01.07

Share of Profit (Loss) of Subsidiaries and Associates

(240,000)

90,000

6.01.01.08

Provision for Risks (note 20)

(9,000)

150,000

6.01.01.10

Share-based Payment

18,000

11,000

6.01.01.11

Allowance for Doubtful Accounts (note 08)

4,000

(1,000)

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

(5,000)

17,000

6.01.01.14

Other Operating Expenses

(447,000)

104,000

6.01.01.15

Deferred Revenue (note 22)

(6,000)

(5,000)

6.01.02

Changes in Assets and Liabilities

(1,548,000)

(2,123,000)

6.01.02.01

Accounts Receivable

(52,000)

(228,000)

6.01.02.02

Inventories

262,000

273,000

6.01.02.03

Recoverable Taxes

91,000

(67,000)

6.01.02.04

Other Assets

(66,000)

132,000

6.01.02.05

Related Parties

11,000

(278,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(47,000)

(38,000)

6.01.02.07

Trade Payables

(1,771,000)

(1,560,000)

6.01.02.08

Payroll and Related Taxes

(23,000)

(6,000)

6.01.02.09

Taxes and Social Contributions Payable

131,000

(61,000)

6.01.02.10

Legal claims

(27,000)

(19,000)

6.01.02.12

Other Payables

(57,000)

(281,000)

6.01.02.15

Received Dividends and Interest on shareholders' equity

-

10,000

6.02

Net Cash Provided by (Used in) Investing Activities

(261,000)

(127,000)

6.02.01

Capital Increase/Decrease on Subsidiaries

(53,000)

-

6.02.02

Acquisition of Property and Equipment (note 14)

(267,000)

(237,000)

6.02.03

Increase in Intangible Assets (note 15)

(32,000)

(46,000)

6.02.04

Sales of Property and Equipment

91,000

1,000

6.02.06

Net Cash Acquisition of Companies and Corporate Restructuring

-

155,000

6.03

Net Cash Provided by (Used in) Financing Activities

(1,209,000)

428,000

6.03.01

Capital Increase

7,000

1,000

6.03.02

Proceeds from Debt Issuance

1,868,000

899,000

6.03.03

Repayment of Debt

(3,084,000)

(469,000)

6.03.05

Payment of Dividends

-

(3,000)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(2,757,000)

(1,200,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

4,496,000

2,247,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,739,000

1,047,000

 

 

7


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2017 to 6/30/2017

               

R$ (in thousands)

           

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive income

Shareholders'
Equity

5.01

Opening Balance

6,811,000

331,000

2,718,000

-

-

9,860,000

5.03

Adjusted Opening Balance

6,811,000

331,000

2,718,000

-

-

9,860,000

5.04

Capital Transactions with Shareholders

7,000

18,000

-

-

-

25,000

5.04.01

Capital Increases

7,000

-

-

-

-

7,000

5.04.03

Options Granted

-

14,000

-

-

-

14,000

5.04.09

Options Granted recognized in subsidiaries

-

4,000

-

-

-

4,000

5.05

Total Comprehensive Income

-

-

-

290,000

(8,000)

282,000

5.05.01

Net Income (loss) for the Period

-

-

-

290,000

-

290,000

5.05.02

Other Comprehensive Income

-

-

-

-

(8,000)

(8,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(8,000)

(8,000)

5.07

Closing Balance

6,818,000

349,000

2,718,000

290,000

(8,000)

10,167,000

                 

 

 

 

 

 

 

8


 
 

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

ITR – Interim Financial Information – June 30,2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 6/30/2016

               

R$ (in thousands)

           

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

5.01

Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

5.04

Capital Transactions with Shareholders

1,000

11,000

(3,000)

-

-

9,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

5.04.03

Options Granted

-

7,000

-

-

-

7,000

5.04.06

Dividends

-

-

(3,000)

-

-

(3,000)

5.04.09

Options Granted recognized in subsidiaries

-

4,000

-

-

-

4,000

5.05

Total Comprehensive Income

-

-

-

(326,000)

72,000

(254,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(326,000)

-

(326,000)

5.05.02

Other Comprehensive Income

-

-

-

-

72,000

72,000

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

72,000

72,000

5.06

Internal Changes of Shareholders’ Equity

-

-

1,000

-

-

1,000

5.06.05

Transactions with Non-controlling Interests

-

-

1,000

-

-

1,000

5.07

Closing Balance

6,807,000

313,000

3,331,000

(326,000)

(15,000)

10,110,000

                 

 

 

 

 

9


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description


Current Quarter
4/01/2017 to
6/30/2017

Year to date current period
1/01/2017 to
6/30/2017

7.01

Revenues

14.071.000

12.802.000

7.01.01

Sales of Goods, Products and Services

13.870.000

12.810.000

7.01.02

Other Revenues

205.000

5.000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(4.000)

(13.000)

7.02

Products Acquired from Third Parties

(10.651.000)

(10.061.000)

7.02.01

Costs of Products, Goods and Services Sold

(9.115.000)

(8.549.000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1.536.000)

(1.512.000)

7.03

Gross Value Added

3.420.000

2.741.000

7.04

Retention

(321.000)

(283.000)

7.04.01

Depreciation and Amortization

(321.000)

(283.000)

7.05

Net Value Added Produced

3.099.000

2.458.000

7.06

Value Added Received in Transfer

306.000

(41.000)

7.06.01

Share of Profit of Subsidiaries and Associates

240.000

(90.000)

7.06.02

Financial Revenue

90.000

77.000

7.06.03

Other

(24.000)

(28.000)

7.06.03.01

Net Income from Descontinued Operations

(24.000)

(28.000)

7.07

Total Value Added to Distribute

3.405.000

2.417.000

7.08

Distribution of Value Added

3.405.000

2.417.000

7.08.01

Personnel

1.572.000

1.382.000

7.08.01.01

Direct Compensation

1.009.000

905.000

7.08.01.02

Benefits

330.000

290.000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

96.000

85.000

7.08.01.04

Other

137.000

102.000

7.08.02

Taxes, Fees and Contributions

763.000

614.000

7.08.02.01

Federal

892.000

360.000

7.08.02.02

State

(256.000)

181.000

7.08.02.03

Municipal

127.000

73.000

7.08.03

Value Distributed to Providers of Capital

780.000

747.000

7.08.03.01

Interest

422.000

444.000

7.08.03.02

Rentals

358.000

303.000

7.08.04

Value Distributed to Shareholders

290.000

(326.000)

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

290.000

(326.000)

 

 

10


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

   

Code

Description

Current Quarter 6.30.2017

Previous Year
12.31.2016

1

Total Assets

41,011,000

45,217,000

1.01

Current Assets

26,968,000

31,651,000

1.01.01

Cash and Cash Equivalents

2,366,000

5,112,000

1.01.03

Accounts Receivable

598,000

669,000

1.01.03.01

Trade Receivables

502,000

543,000

1.01.03.02

Other Receivables

96,000

126,000

1.01.04

Inventories

4,427,000

4,641,000

1.01.06

Recoverable Taxes

449,000

674,000

1.01.07

Prepaid Expenses

196,000

97,000

1.01.08

Other Current Assets

18,932,000

20,458,000

1.01.08.01

Noncurrent Assets Held for Sale and Discontinued Operations

18,790,000

20,303,000

1.01.08.03

Other

142,000

155,000

1.01.08.03.01

Financial Instruments - Fair Value Hedge

49,000

-

1.01.08.03.02

Others Assets

93,000

155,000

1.02

Noncurrent Assets

14,043,000

13,566,000

1.02.01

Long-term Assets

2,889,000

2,137,000

1.02.01.03

Accounts Receivable

624,000

612,000

1.02.01.03.02

Other Receivables

624,000

612,000

1.02.01.06

Deferred Taxes

170,000

170,000

1.02.01.07

Prepaid Expenses

49,000

45,000

1.02.01.08

Receivables from Related Parties

19,000

17,000

1.02.01.09

Other Noncurrent Assets

2,027,000

1,293,000

1.02.01.09.04

Recoverable Taxes

1,278,000

632,000

1.02.01.09.05

Judicial Deposits

738,000

661,000

1.02.01.09.06

Financial Instruments - Fair Value Hedge

11,000

-

1.02.02

Investments

282,000

339,000

1.02.02.01

Investments in Associates

259,000

316,000

1.02.02.02

Investments Property

23,000

23,000

1.02.03

Property and Equipment, Net

8,985,000

9,182,000

1.02.04

Intangible Assets

1,887,000

1,908,000

 

 

 

 

11


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

   

Code

Description

Current Quarter 6.30.2017

Previous Year
12.31.2016

2

Total Liabilities

41,011,000

45,217,000

2.01

Current Liabilities

22,161,000

27,582,000

2.01.01

Payroll and Related Taxes

602,000

614,000

2.01.02

Trade Payables

5,172,000

7,232,000

2.01.03

Taxes and Contributions Payable

363,000

254,000

2.01.04

Borrowings and Financing

1,486,000

2,957,000

2.01.05

Other Liabilities

651,000

889,000

2.01.05.01

Payables to Related Parties

160,000

147,000

2.01.05.02

Other

491,000

742,000

2.01.05.02.04

Utilities

33,000

17,000

2.01.05.02.05

Rent Payable

75,000

110,000

2.01.05.02.06

Advertisement Payable

32,000

43,000

2.01.05.02.07

Pass-through to Third Parties

13,000

15,000

2.01.05.02.08

Financing Related to Acquisition of Assets

28,000

116,000

2.01.05.02.09

Deferred revenue

79,000

224,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

-

7,000

2.01.05.02.12

Other Payables

201,000

182,000

2.01.05.02.13

Loalty Programs

30,000

28,000

2.01.06

Provisions

2,000

4,000

2.01.07

Noncurrent Liabilities Held for Sales

13,885,000

15,632,000

2.02

Noncurrent Liabilities

5,850,000

5,038,000

2.02.01

Borrowings and Financing

3,649,000

2,912,000

2.02.02

Other Liabilities

908,000

608,000

2.02.02.02

Other

908,000

608,000

2.02.02.02.03

Taxes Payable in Installments

765,000

540,000

2.02.02.02.04

Provision for Negative Equity

86,000

22,000

2.02.02.02.05

Financing Related to Acquisition of Assets

-

4,000

2.02.02.02.07

Other Payables

57,000

42,000

2.02.03

Deferred Taxes

258,000

317,000

2.02.04

Provisions

1,016,000

1,177,000

2.02.06

Deferred revenue

19,000

24,000

2.03

Consolidated Shareholders’ Equity

13,000,000

12,597,000

2.03.01

Share Capital

6,818,000

6,811,000

2.03.02

Capital Reserves

349,000

331,000

2.03.02.04

Options Granted

342,000

324,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

2,718,000

2,718,000

2.03.04.01

Legal Reserve

426,000

426,000

2.03.04.05

Earnings Retention Reserve

234,000

234,000

2.03.04.10

Expansion Reserve

2,299,000

2,299,000

2.03.04.12

Transactions with Non-Controlling interests

(91,000)

(91,000)

2.03.04.14

Settlement of Equity Instrument

(150,000)

(150,000)

2.03.05

Retained Earnings/ Accumulated Losses

290,000

-

2.03.08

Other Comprehensive Income

(8,000)

-

2.03.09

Non-controlling Interests

2,833,000

2,737,000

 

 

 

12


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

Consolidated Interim Financial Information / Statement of Operations

 
           

R$ (in thousands)

       

Code

Description


Current Quarter
4/01/2017 to
6/30/2017

Year to date current period
1/01/2017 to
6/30/2017

Previous Quarter
4/01/2016 to
6/30/2016

Year to date previous period
1/01/2016 to
6/30/2016

3.01

Net Sales from Goods and/or Services

10,663,000

21,215,000

9,735,000

19,623,000

3.02

Cost of Goods Sold and/or Services Sold

(7,791,000)

(15,982,000)

(7,352,000)

(15,049,000)

3.03

Gross Profit

2,872,000

5,233,000

2,383,000

4,574,000

3.04

Operating Income/Expenses

(2,417,000)

(4,465,000)

(2,245,000)

(4,249,000)

3.04.01

Selling Expenses

(1,672,000)

(3,329,000)

(1,642,000)

(3,244,000)

3.04.02

General and Administrative Expenses

(232,000)

(459,000)

(219,000)

(429,000)

3.04.05

Other Operating Expenses

(498,000)

(654,000)

(405,000)

(620,000)

3.04.05.01

Depreciation/Amortization

(190,000)

(380,000)

(174,000)

(344,000)

3.04.05.03

Other Operating Expenses

(308,000)

(274,000)

(231,000)

(276,000)

3.04.06

Share of Profit of Subsidiaries and Associates

(15,000)

(23,000)

21,000

44,000

3.05

Profit before Financial Income (Expenses) and Taxes

455,000

768,000

138,000

325,000

3.06

Financial Income (Expenses), Net

(188,000)

(370,000)

(237,000)

(416,000)

3.07

Profit (loss) Before Income Tax and Social Contribution

267,000

398,000

(99,000)

(91,000)

3.08

Income tax and Social Contribution

(92,000)

(142,000)

15,000

16,000

3.08.01

Current

(154,000)

(201,000)

(44,000)

(57,000)

3.08.02

Deferred

62,000

59,000

59,000

73,000

3.09

Net Income (loss) from Continuing Operations

175,000

256,000

(84,000)

(75,000)

3.10

Net Income from Descontinued Operations

(5,000)

128,000

(498,000)

(664,000)

3.10.01

Net Income (loss) from Descontinued Operations

(5,000)

128,000

(498,000)

(664,000)

3.11

Consolidated Net Income (loss)for the Period

170,000

384,000

(582,000)

(739,000)

3.11.01

Attributable to Owners of the Company

165,000

290,000

(275,000)

(326,000)

3.11.02

Attributable to Non-controlling Interests

5,000

94,000

(307,000)

(413,000)

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

0.58022

0.90449

(1.03713)

(1.22968)

3.99.01.02

Preferred

0.64166

0.99494

(1.03713)

(1.22968)

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

0.54508

1.02619

(1.03713)

(1.22968)

3.99.02.02

Preferred

0.64019

1.12881

(1.03713)

(1.22968)

             

 

13


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

       

Code

Description


Current Quarter
4/01/2017 to
6/30/2017

Year to date current period
1/01/2017 to
6/30/2017

Previous Quarter
4/01/2016 to
6/30/2016

Year to date previous period
1/01/2016 to
6/30/2016

4.01

Net Income (loss) for the Period

170.000

384.000

(582.000)

(739.000)

4.02

Other Comprehensive Income

(8.000)

(8.000)

187.000

260.000

4.02.01

Defined Benefit Plan

-

-

-

260.000

4.02.02

Cumulative Translation adjustment

-

-

187.000

-

4.03

Total Comprehensive Income for the Period

162.000

376.000

(395.000)

(479.000)

4.03.01

Attributable to Controlling Interests

157.000

282.000

(219.000)

(254.000)

4.03.02

Attributable to Non-Controlling Interests

5.000

94.000

(176.000)

(225.000)

           

 

 

14


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

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

       

R$ (in thousands)

   

Code

Description


Current Quarter
1/1/2017 to
6/30/2017

Previous Quarter
1/01/2016 to
6/30/2016

6.01

Net Cash Provided by Operating Activities

(3,762,000)

(7,885,000)

6.01.01

Cash from Operations

1,178,000

820,000

6.01.01.01

Net Income (loss) for the Period

384,000

(739,000)

6.01.01.02

Deferred Income Tax and Social Contribution (note 19)

(184,000)

(67,000)

6.01.01.03

Gain (Losses) on Disposal of Fixed Assets and Intangibles

51,000

9,000

6.01.01.04

Depreciation/Amortization

406,000

558,000

6.01.01.05

Interest and Inflation Adjustments

486,000

647,000

6.01.01.07

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

9,000

(61,000)

6.01.01.08

Provision for Risks (note 20)

299,000

477,000

6.01.01.10

Share-based Payment

18,000

7,000

6.01.01.11

Allowance for Doubtful Accounts (note 08)

337,000

295,000

6.01.01.13

Provision for Obsolescence/breakage (note 10)

(18,000)

(10,000)

6.01.01.14

Other Operating Expenses

(447,000)

-

6.01.01.15

Deferred revenue (note 22)

(163,000)

(202,000)

6.01.01.18

Gain in disposal of subsidiaries

-

(94,000)

6.01.02

Changes in Assets and Liabilities

(4,940,000)

(8,705,000)

6.01.02.01

Accounts Receivable

(1,238,000)

(1,501,000)

6.01.02.02

Inventories

(497,000)

(149,000)

6.01.02.03

Recoverable Taxes

33,000

(441,000)

6.01.02.04

Other Assets

(85,000)

(239,000)

6.01.02.05

Related Parties

129,000

48,000

6.01.02.06

Restricted Deposits for Legal Proceeding

(177,000)

(137,000)

6.01.02.07

Trade Payables

(2,921,000)

(5,519,000)

6.01.02.08

Payroll and Related Taxes

(46,000)

29,000

6.01.02.09

Taxes and Social Contributions Payable

(6,000)

(82,000)

6.01.02.10

Legal Claims

(184,000)

(161,000)

6.01.02.11

Other Payables

(62,000)

(514,000)

6.01.02.12

Deferred revenue

(10,000)

31,000

6.01.02.13

Income and Social contribution, paid

(31,000)

(70,000)

6.01.02.15

Received Dividends and Interest on Shareholders' Equity

155,000

-

6.02

Net Cash Provided by (Used in) Investing Activities

(576,000)

(462,000)

6.02.02

Acquisition of Property and Equipment (note 14)

(553,000)

(499,000)

6.02.03

Increase in Intangible Assets (note 15)

(120,000)

(162,000)

6.02.04

Sales of Property and Equipment (note 14)

97,000

108,000

6.02.08

Net Cash From Sale of Subsidiary

-

91,000

6.03

Net Cash Provided by Financing Activities

(1,688,000)

1,054,000

6.03.01

Capital Increase/Decrease

7,000

1,000

6.03.02

Proceeds from Debt Issuance

4,703,000

3,531,000

6.03.03

Repayment of Debt (note 16)

(6,390,000)

(3,139,000)

6.03.05

Payments of Dividends

-

(4,000)

6.03.06

Funds from share offering, net of costs

-

665,000

6.03.07

Acquisition of Subsidiary

(8,000)

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

-

(6,000)

6.05

Increase (Decrease) in Cash and Cash Equivalents

(6,026,000)

(7,299,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

9,142,000

11,015,000

6.05.02

Cash and Cash Equivalents at the End of the Period

3,116,000

3,716,000

 

 

 

15


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2017 to 6/30/2017

                   

R$ (in thousands)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,811,000

331,000

2,718,000

-

-

9,860,000

2,737,000

12,597,000

5.03

Adjusted Opening Balance

6,811,000

331,000

2,718,000

-

-

9,860,000

2,737,000

12,597,000

5.04

Capital Transactions with Shareholders

7,000

18,000

-

-

-

25,000

2,000

27,000

5.04.01

Capital Increases

7,000

-

-

-

-

7,000

-

7,000

5.04.03

Options Granted

-

14,000

-

-

-

14,000

-

14,000

5.04.09

Options Granted - subsidiaries

-

4,000

-

-

-

4,000

2,000

6,000

5.05

Total Comprehensive Income

-

-

-

290,000

(8,000)

282,000

94,000

376,000

5.05.01

Net Income (loss) for the Period

-

-

-

290,000

-

290,000

94,000

384,000

5.05.02

Other Comprehensive Income

-

-

-

-

(8,000)

(8,000)

-

(8,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(8,000)

(8,000)

-

(8,000)

5.07

Closing Balance

6,818,000

349,000

2,718,000

290,000

(8,000)

10,167,000

2,833,000

13,000,000

                   

 

 

 

 

 

16


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2016 to 6/30/2016

                   

R$ (in thousands)

               

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

2,998,000

13,352,000

5.03

Adjusted Opening Balance

6,806,000

302,000

3,333,000

-

(87,000)

10,354,000

2,998,000

13,352,000

5.04

Capital Transactions with Shareholders

1,000

11,000

(3,000)

-

-

9,000

3,000

12,000

5.04.01

Capital Increases

1,000

-

-

-

-

1,000

-

1,000

5.04.03

Options Granted

-

7,000

-

-

-

7,000

-

7,000

5.04.06

Dividends

-

-

(3,000)

-

-

(3,000)

-

(3,000)

5.04.09

Options Granted - subsidiaries

-

4,000

-

-

-

4,000

3,000

7,000

5.05

Total Comprehensive Income

-

-

-

(326,000)

72,000

(254,000)

(225,000)

(479,000)

5.05.01

Net Income (loss) for the Period

-

-

-

(326,000)

-

(326,000)

(413,000)

(739,000)

5.05.02

Other Comprehensive Income

-

-

-

-

72,000

72,000

188,000

260,000

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

72,000

72,000

188,000

260,000

5.06

Internal Changes in Shareholders’ Equity

-

-

1,000

-

-

1,000

(3,000)

(2,000)

5.06.05

Settlement of Equity Instrument

-

-

1,000

-

-

1,000

(3,000)

(2,000)

5.07

Closing Balance

6,807,000

313,000

3,331,000

(326,000)

(15,000)

10,110,000

2,773,000

12,883,000

 

 

 

17


 
 

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

ITR – Interim Financial Information – June 30, 2017 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Companhia Brasileira de Distribuição

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

   

Code

Description


Current Quarter
1/1/2017 to
6/30/2017

Previous Quarter
1/01/2016 to
6/30/2016

7.01

Revenues

23,260,000

21,289,000

7.01.01

Sales of Goods, Products and Services

23,052,000

21,282,000

7.01.02

Other Revenues

210,000

19,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(2,000)

(12,000)

7.02

Products Acquired from Third Parties

(18,629,000)

(17,503,000)

7.02.01

Costs of Products, Goods and Services Sold

(16,751,000)

(15,438,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,878,000)

(2,065,000)

7.03

Gross Value Added

4,631,000

3,786,000

7.04

Retention

(406,000)

(371,000)

7.05

Net Value Added Produced

4,225,000

3,415,000

7.06

Value Added Received in Transfer

210,000

(507,000)

7.06.01

Share of Profit of Subsidiaries and Associates

(23,000)

44,000

7.06.02

Financial Income

105,000

113,000

7.06.03

Others

128,000

(664,000)

7.06.03.01

Net Income from Descontinued Operations

128,000

(664,000)

7.07

Total Value Added to Distribute

4,435,000

2,908,000

7.08

Distribution of Value Added

4,435,000

2,908,000

7.08.01

Personnel

2,036,000

1,841,000

7.08.01.01

Direct Compensation

1,296,000

1,201,000

7.08.01.02

Benefits

444,000

409,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

121,000

112,000

7.08.01.04

Other

175,000

119,000

7.08.01.04.01

Interest

175,000

119,000

7.08.02

Taxes, Fees and Contributions

1,093,000

854,000

7.08.02.01

Federal

1,081,000

482,000

7.08.02.02

State

(128,000)

274,000

7.08.02.03

Municipal

140,000

98,000

7.08.03

Value Distributed to Providers of Capital

922,000

952,000

7.08.03.01

Interest

468,000

529,000

7.08.03.02

Rentals

454,000

423,000

7.08.04

Value Distributed to Shareholders

384,000

(739,000)

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

290,000

(326,000)

7.08.04.04

Noncontrolling Interest in Retained Earnings

94,000

(413,000)

 

 

 

18


 
 

 

São Paulo, Brazil, July 25, 2017 - GPA [BM&FBOVESPA: PCAR4 (PN); NYSE: CBD] announces its results for the 2nd Quarter of 2017. The comments refer to the consolidated results of the Group or of its business units. All comparisons are with the same period in 2016, except where stated otherwise. In the quarterly financial statements of GPA as of June 30, 2017, due to the ongoing divestment of the interest held by GPA in Via Varejo S.A., as announced in the material fact notice of November 23, 2016, the operations of Via Varejo are treated as discontinued operations, with a retrospective adjustment of net sales and other profit or loss accounts, as required under IFRS 5/CPC 31, approved by CVM Resolution 598/09 – Sale of non-current assets and discontinued operations.

2Q17 RESULTS

Net sales up 9.0%(1), driven by 29.2%(1) growth at Assaí and continued recovery at Extra banner.

Food Segment Adjusted EBITDA of R$551 million(2), growing 104.3% from 2Q16(2)

Net income attributable to controlling shareholders improved to R$165 million, with margin of 1.5%

 

Operating Highlights

Multivarejo:

·         Continued market share gains in 2017 and accelerated growth at Extra Hiper, driven by commercial actions and sequential growth in the non-food segment;

·         Reduction of 3.0% in SG&A expenses supported by efficiency and productivity projects;

·         Adjusted EBITDA margin reached 4.9%(2), up 220 bps from 2Q16(2);

·         Launch of the My Discount program, with over one million downloads in the first ten days.

Assaí:

·         Strong net sales growth, as a result of the good performance of the new stores, and acceleration of same-store sales which grew 13.5%(1), with volume growth offsetting the effect from slower inflation;

·         Adjusted EBITDA margin reached 5.6%, up 260 bps from 2Q16(2)

Financial Highlights

·         Significant growth in net income attributable to controlling shareholders, to R$165 million, with margin of 1.5%, compared to R$125 million in 1Q17;

·         Stronger financial capacity: Net debt (3) fell R$888 million from 2Q16. Net debt(3)/Adjusted EBITDA ratio declined to 0.9x, from 1.4x a year earlier;

·         Financial result stood at 1.8% of net sales, down 20.7% from 2Q16.

Outlook

·         Strategic priorities: (i) Focus on and strengthening of Food segment; (ii) Outperforming the market in sales growth, supporting market share gains; (iii) Continually expanding the Assaí format; and (iv) Optimizing the store portfolio;

·         Economic environment and business evolution: High unemployment and weak consumption in Brazil pose a challenge to the recovery of the retail sector. However, in the last 12 months, GPA’s sales outperformed the market (ABRAS(4) and IBGE(5)), confirming the continuous market share gains posted by Extra Hiper and Assaí and the stability in the other segments.

·         Guidance for 2017: (i) Sales: continued market share gains at both Multivarejo and Assaí; (ii) EBITDA Margin(6): around 5.5% in the Food segment, supported by higher profitability at Assaí and stability at Multivarejo; (iii) CAPEX: approximately R$1.2 billion; and (iv) Goal of capturing US$50 million in LATAM synergies

 

 (1) Net revenue adjusted for the calendar effect. (2) Excluding non-recurring tax credits of R$447 million in 2Q17 (exclusively at Multivarejo) and R$288 million in 2Q16 (R$219 million at Multivarejo and R$69 million at Assaí). (3) Includes not discounted credit card receivables of R$329 million in 2Q17 and R$820 million in 2Q16. (4) Brazilian Supermarkets Association. (5) Monthly Retail Survey (PMC) conducted by IBGE. (6) EBITDA adjusted by Other Operating Income and Expenses.


 

 

19


 
 

 

 

“GPA’s 2Q17 results show our operational, commercial and financial progress across the Company's businesses, despite a still highly challenging macroeconomic scenario. To cite a few examples, the five initial conversions of hypermarkets to Assaí stores have resulted in higher sales multiples per square meter than our expectations, at Multivarejo we have been increasingly surgical and efficient in our communication with customers through initiatives such as "My Discount", and in ViaVarejo we have reaped the fruits of integrating e-commerce with brick and mortar stores. We remain confident and focused on implementing our strategic priorities for the second half of the year”.                            

Ronaldo Iabrudi – CEO of GPA

 

I. Financial Performance

 

 

  Consolidated Food Business Multivarejo  Assaí
(R$ million)(1) 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16
 
Gross Revenue 11,623 10,561 10.1% 11,623 10,561 10.1% 6,945 6,929 0.2% 4,678 3,632 28.8%
Net Revenue 10,663 9,735 9.5% 10,663 9,735 9.5% 6,390 6,389 0.0% 4,273 3,347 27.7%
Gross Profit 2,872 2,383 20.5% 2,872 2,383 20.5% 2,198 1,869 17.6% 675 514 31.2%
Gross Margin 26.9% 24.5% 240 bps 26.9% 24.5% 240 bps 34.4% 29.3% 510 bps 15.8% 15.4% 40 bps
Selling, General and Adm. Expenses (1,904) (1,861) 2.3% (1,904) (1,861) 2.3% (1,468) (1,513) -3.0% (437) (348) 25.6%
% of Net Revenue 17.9% 19.1% -120 bps 17.9% 19.1% -120 bps 23.0% 23.7% -70 bps 10.2% 10.4% -20 bps
EBITDA (2) 659 326 102.4% 690 326 112.0% 486 196 147.6% 204 129 57.7%
EBITDA Margin 6.2% 3.3% 290 bps 6.5% 3.3% 320 bps 7.6% 3.1% 450 bps 4.8% 3.9% 90 bps
Adjusted EBITDA(2)(3) 967 557 73.4% 998 557 78.9% 758 390 94.5% 239 168 42.7%
Adjusted EBITDA Margin 9.1% 5.7% 340 bps 9.4% 5.7% 370 bps 11.9% 6.1% 580 bps 5.6% 5.0% 60 bps
Net Financial Revenue (Expenses) (188) (237) -20.7% (188) (237) -20.7% (170) (208) -18.3% (18) (29) -37.8%
% of Net Revenue 1.8% 2.4% -60 bps 1.8% 2.4% -60 bps 2.7% 3.3% -60 bps 0.4% 0.9% -50 bps
Net Income (Loss) - Consolidated Controlling                        
Shareholders 165 (277) n.a. 206 (101) n.a. 110 (140) n.a. 96 38 151.9%
Net Margin 1.5% -2.8% 430 bps 1.9% -1.0% 290 bps 1.7% -2.2% 390 bps 2.3% 1.1% 120 bps
Adjusted Net Income (Loss) - Controlling Shareholders -                        
  412 100 311.7% 443 100 342.7% 323 28 n.a. 120 72 67.4%
continuing operations (4)                        
Adjusted Net Margin 3.9% 1.0% 290 bps 4.2% 1.0% 320 bps 5.1% 0.4% 470 bps 2.8% 2.1% 70 bps

 

 

 

Gross Profit and Adjusted EBITDA excluding non-recurring tax credits (5)

   

 

  Consolidated Food Business Multivarejo  Assaí
(R$ million)(1) 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16
Gross Profit Excl. tax credits 2,425 2,095 15.7% 2,425 2,095 15.7% 1,751 1,650 6.1% 675 445 51.6%
Gross Margin Excl. tax credits 22.7% 21.5% 120 bps 22.7% 21.5% 120 bps 27.4% 25.8% 160 bps 15.8% 13.3% 250 bps
Adjusted EBITDA Excl. tax credits(2)(3) 520 269 92.8% 551 269 104.3% 311 171 82.3% 239 99 142.4%
Adjusted EBITDA Margin Excl. tax credits 4.9% 2.8% 210 bps 5.2% 2.8% 240 bps 4.9% 2.7% 220 bps 5.6% 3.0% 260 bps

 

(1) Totals and percentages may not add up due to rounding. All margins were calculated as a percentage of net sales; (2) Earnings before interest, tax, depreciation and amortization; (3) Adjusted by “Other Operating Income and Expenses”  (4) Net Income adjusted by “Other Operating Income and Expenses”,. (5) R$447 million in 2Q17 (exclusively at Multivarejo) and R$288 million in 2Q16 (R$219 million at Multivarejo and R$69 million at Assaí).

 

 

 

 

20


 
 

 

SALES PERFORMANCE

 

Net Sales totaled R$10.7 billion, up 9.5%, or 9.0% if adjusted for the calendar effect, driven by:

·         Consistent growth by Assaí, of 27.7% (or 29.2% if adjusted for the calendar effect), with volume growth neutralizing the effect of lower inflation;

·         Acceleration of the Extra banner, especially Hiper (same-store sales growth of 7.6%, compared to 5.4% in 1Q17, adjusted for the calendar effect);

·         Multivarejo and Assaí continued to gain market share in the quarter .

 

At Multivarejo, net sales in the quarter amounted to R$6.4 billion, with same-store sales growth of 1.2%, adjusted for the calendar effect. The highlights were the continuous market share gain in 2017 compared to 2016, and accelerated growth of Extra Hiper, driven by the sequential improvement of non-food categories.

 

In the total-store concept, performance was negatively impacted by the closure of Extra Hiper stores, which will be converted into Assaí stores and also by the sharp decline in food inflation. Some food categories, such as vegetables, registered deflation in June, which affected the performance of the Pão de Açúcar and Extra Super banners, whose share of these categories is higher.

The end of the quarter saw the launch of the “My Discount” Program, which consists of personalized offers through a mobile app targeted at around 12 million customers of the loyalty program. Other initiatives were also implemented or are under implementation to increase customer traffic and sales:

·         Strengthening of commercial campaigns at regional units;

·         Cell phone bonus: promotional discounts obtained at the store may be converted into prepaid bonus; 

·         Pão de Açúcar store renovations: target of renewing approximately 15-20 stores in the coming quarters.

At Assaí, net sales totaled R$4.3 billion, growing 27.7% from 2Q16 (or 29.2% adjusted for the calendar effect). Same-store sales growth accelerated to 13.5% adjusted for the calendar effect, driven by strong growth in customer traffic and volumes in the quarter, which offset the decline in food inflation. Important to highlight the acceleration of real growth compared to the previous quarter.

 

With Carapicuíba store conversion on June, Assaí totaled 110 stores and already accounts for 40.1% of Food Business’ net sales, compared to 34.4% last year. The format continued to gain market share in the quarter, of around 400 bps compared to the same period last year, in an expanding market segment.

In 1H17, the converted stores maintained a high sales multiple of around 2.5 times and their profitability was similar to the total profitability of the format, which is already higher than it was prior to their conversion.

 

 

 

 

 

21


 
 

 

OPERATING PERFORMANCE BY BUSINESS

 

Multivarejo

 

Gross profit came to R$2,198 million, with margin of 34.4%. The period was impacted by the recognition of non-recurring tax credits related to the restitution of ICMS ST (Tax Substitution), which generated a positive impact of R$447 million on gross margin. Excluding the effects from these tax credits, gross margin was 27.4%, virtually stable in relation to 1Q17. Compared to the margin of 25.8%(*) in 2Q16, the expansion was 160 bps. The main impacts were: 

           ·            Improved shrinkage levels due to higher logistics efficiency;

           ·            More successful investments in promotions;

           ·            Closure of Extra Hiper stores, whose gross margin is lower than the average of Multivarejo;

           ·            New tax framework for ICMS ST (Tax Substitution), whose positive impact was mostly offset by Easter.

 

Selling, general and administrative expenses came to R$ 1,468 million, down 3.0% from 2Q16, chiefly due to:

           ·            Reduction in electricity consumption as a result of the efficiency projects;

           ·            Optimization of headcount due to productivity gains in the operations at stores and DCs.

 

Other Operating Income and Expenses were an expense of R$272 million and mainly related to the following: (i) inclusion of federal taxes of R$183 million in the Special Tax Regularization Program (PERT); and (ii) restructuring expenses related to stores under conversion process to Assaí and property, plant and equipment results which totaled R $ 80 million.

 

Adjusted EBITDA, excluding tax credits, amounted to R$311 million in the quarter, growing 82.3% from 2Q16(*). Adjusted EBITDA margin reached 4.9%, up 220 bps from 2Q16(*).

 

 

Assaí

 

Gross margin reached 15.8%, higher than in 2Q16(*), mainly due to:

·         Higher-than-expected maturation of stores opened in the last two years;

·         Higher share of individuals;

·         Optimization of commercial actions.

·         Improvement in shrinkage;

·         New tax framework related to ICMS ST (Tax Substitution);

 

Operating expenses reached 10.2%, down 20 bps from 2Q16, despite the format’s strong growth pace. The maturity of stores led to lower operating expenses due to the higher efficiency of the new format and to the greater dilution of administrative expenses.

 

Adjusted EBITDA amounted to R$239 million, with margin of 5.6%, up 260 bps from 2Q16(*), reflecting the improvement in gross margin and the higher dilution of expenses, driven by the strong pace of sales growth.

 

 

(*) Excluding non-recurring tax credits in 2Q16 of R$219 million at Multivarejo and of R$69 million at Assaí.

 

 

22


 
 

 

FINANCIAL PERFORMANCE

 

Financial Result

 

Financial result came to R$188 million, or 1.8% of net sales, down 20.7% from 2Q16.

 

The improvement is explained mainly by the gross debt reduction of R$440 million, as well as by the lower interest rate (14.1% in 2Q16 vs. 10.9% in 2Q17). Cost of receivables discount remained stable at 0.3% of net sales.

 

 

Net Income

 

Net income attributable to controlling shareholders, considering both continuing and discontinued operations, amounted to R$165 million, with margin of 1.5%, driven by the better business performance.

 

In the food segment, net income attributable to controlling shareholders, considering continuing operations and adjusted for other operational income and expenses, came to R$443 million, or R$343 million more than in 2Q16, led by the significant growth posted by Assaí.

 

Earnings per Share (EPS)

 

Diluted EPS was 0.58212 per common share and 0.64033 per preferred share.

 

Net Debt

 

Net debt, adjusted for not discounted receivables, amounted to R$2,380 million, improving R$888 million from 2Q16. The Company continues to strengthen its financial position, with the net debt / Adjusted EBITDA ratio reaching 0.9x in 2Q17, compared to 1.4x last year.

 

Gross debt stood at R$5,075 million, down R$440 million from 2Q16.

 

Cash balance was R$2,366 million and the balance of not discounted receivables was R$329 million, bringing total cash and cash equivalents to R$2.7 billion. Moreover, preapproved/confirmed credit lines amounted to R$1.3 billion.

 

Capex

 

Capex in the Food segment came to R$286 million, higher than in the same period last year, mainly due to the conversions of Extra Hiper stores into Assaí stores.

 

Three stores were converted in the quarter, besides 11 more that are undergoing conversion. By the end of 2017, the Company should conclude 16 conversions. Moreover, 3 stores were opened in the quarter, with 1 Assaí and 2 Minuto Pão de Açúcar. Assaí should close the year with 6 to 8 new stores, which includes entering two new states.

 

 

 

23


 
 

 

 

The lower maintenance and renovation capex in the quarter is due to the comparison base, since energy efficiency projects were implemented in several stores last year, resulting in fewer stores for 2017.

 

 

 

II. Latin American Synergies

 

Continuation of the process to capture synergies in Latin America, with the following highlights:

·         Textile project in execution, with store implementation by year-end estimated at over 30 stores;

·         Joint negotiations in categories for indirect purchasing (shopping carts, baskets, plastic bags, etc.);

·         Exchange of best practices to reduce shrinkage in perishables;

·         Aliados Compre Bem Project, which already has 236 partners and aims to reach around 500 by year-end.

·         Capture of synergies expected in the total of US$ 50 million for Latin America. Attainment is progressing in line with the goal.

 

 

III. Outlook

 

Strategic priorities:

1)      Focus on Food segment: Continuous investments in higher-return formats, such as Assaí and Pão de Açúcar, and intensification of store renovations;

2)      Optimization of portfolio: Focus on conversions of Extra Hiper stores into Assaí;

3)      Continuous expansion of Assaí: Total of 16 conversions and 6 to 8 new stores, with an average return of over 20%.

Guidance for 2017:

1)      Sales: continued market share gains at both Multivarejo and Assaí;

2)      EBITDA Margin(1): around 5.5% in the Food segment, supported by higher profitability at Assaí and stability at Multivarejo;

3)      CAPEX: approximately R$1.2 billion;

 

(1)EBITDA adjusted by Other Operating Income and Expenses.

 

 

 

24


 
 

 

 

IV. Additional Information

 


2Q17 Results Conference Call and Webcast

10:30 a.m. (Brasília) | 9:30 a.m. (New York) | 2:30 p.m. (London)

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

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

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

Replay
+55 (11) 3193-1012
Access code for audio in Portuguese:
1449444#
Access code for audio in English:
2325602#

http://www.gpari.com.br

Investor Relations Contacts

 

GPA

Telephone: 55 (11) 3886-0421

Fax: 55 (11) 3884-2677

gpa.ri@gpabr.com

www.gpari.com.br

 

About GPA: GPA is Brazil’s largest retailer, with a distribution network comprising over 2,000 points of sale as well as electronic channels. Established in 1948 in São Paulo, it has its head office in the city and operations in 20 Brazilian states and the Federal District. With a strategy of focusing its decisions on customers and better serving them based on their consumer profile in the wide variety of shopping experiences it offers, GPA adopts a multi-business and multi-channel platform consisting of brick-and-mortar stores and e-commerce operations, divided into three business units:  Multivarejo, which operates the supermarket, hypermarket and Minimercado store formats, as well as fuel stations and drugstores under the Pão de Açúcar and Extra banners; Assaí, which operates in the cash-and-carry wholesale segment; and Via Varejo’s discontinued operations, with its bricks and mortar electronics and home appliances stores under the Casas Bahia and Pontofrio banners, and the e-commerce segment. 

Disclaimer: Statements contained in this release relating to the business outlook of the Company, projections of operating/financial results, growth prospects of the Company and market and macroeconomic estimates are merely forecasts and are based on the beliefs, plans and 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 hence are subject to change.

 

 

 

25


 
 

 

 

 

V. Appendices

 


Glossary

 

Company’s Business: The Company’s business is divided into two segments – Retail and Cash & Carry – grouped as follows:

Food Segment: Represents the combined results of Multivarejo and Assaí, excluding equity income (loss) from Cdiscount, which is not included in the operating segments reported by the Company. It includes retail and wholesale activities of products in general, including - but not limited to - food products, clothing, hygiene, medicines, fuels, furniture, consumer electronics and domestic utilities. Such activities are carried out both in physical and virtual establishments.

 

Growth and Changes: The growth and changes presented in this document refer to variations from the same period last year, except where stated otherwise.

 

EBITDA: EBITDA is calculated in accordance with Instruction 527 issued by the Securities and Exchange Commission of Brazil (CVM) on October 4, 2012.

 

Adjusted EBITDA: Measure of profitability calculated by excluding Other Operating Income and Expenses from EBITDA. Management uses this measure in its analyses as it believes it eliminates nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.

 

Adjusted Net Income: Measure of profitability calculated as Net Income from continuing operations excluding Other Operating Income and Expenses and excluding the effects of Income and Social Contribution Taxes. Also excluded are the effects of nonrecurring direct income tax. Management uses this metric in its analyses given its belief that it eliminates any nonrecurring expenses and revenues and other nonrecurring items that could compromise the comparability and analysis of results.

 

 

26


 
 

 

CONSOLIDATED FINANCIAL STATEMENTS

1. Balance Sheet

BALANCE SHEET
ASSETS
    Consolidated   Food Businesses
(R$ million) 06.30.2017 03.31.2017 06.30.2016 06.30.2017 03.31.2017 06.30.2016
Current Assets 26,968 27,970 19,448 8,183 8,126 7,956
Cash and Marketable Securities 2,366 1,683 3,716 2,366 1,683 1,426
Accounts Receivable 502 682 4,310 507 687 1,073
Credit Cards 329 404 1,982 329 404 820
Payment book - - 1,806 - - -
Sales Vouchers and Others 127 167 792 132 171 180
Allowance for Doubtful Accounts (3) (3) (357) (3) (3) (2)
Resulting from Commercial Agreements 49 114 87 49 114 74
Inventories 4,427 4,578 8,943 4,427 4,578 4,425
Recoverable Taxes 449 617 1,547 449 617 616
Noncurrent Assets for Sale 18,790 19,848 9 - - 8
Expenses in Advance and Other Accounts Receivables 434 562 922 434 561 408
Noncurrent Assets 14,043 13,422 22,586 14,076 13,444 16,113
Long-Term Assets 2,889 2,197 5,113 2,917 2,215 1,960
Accounts Receivables - - 119 - - -
Credit Cards - - 15 - - -
Payment Book - - 119 - - -
Allowance for Doubtful Accounts - - (15) - - -
Recoverable Taxes 1,278 653 2,473 1,278 653 569
Deferred Income Tax and Social Contribution 170 181 330 170 181 16
Amounts Receivable from Related Parties 19 28 342 48 47 77
Judicial Deposits 738 680 1,151 738 680 629
Expenses in Advance and Others 684 655 699 684 655 669
Investments 282 356 469 282 355 303
Property and Equipment 8,985 8,972 10,532 8,985 8,972 9,032
Intangible Assets 1,887 1,897 6,472 1,892 1,902 4,819
TOTAL ASSETS 41,011 41,392 42,034 22,259 21,571 24,070
 
LIABILITIES
    Consolidated   Food Businesses
  06.30.2017 03.31.2017 06.30.2016 06.30.2017 03.31.2017 06.30.2016
Current Liabilities 22,161 23,912 21,666 8,476 9,147 9,087
Suppliers 5,172 5,241 10,268 5,174 5,243 4,470
Suppliers ('Forfait') - - 430 - - -
Loans and Financing 1,439 1,379 3,184 1,439 1,379 2,390
Payment Book (CDCI) - - 2,355 - - -
Debentures 47 852 575 47 852 575
Payroll and Related Charges 602 609 1,052 602 609 556
Taxes and Social Contribution Payable 363 203 729 363 203 179
Dividends Proposed - - 2 - - 0
Financing for Purchase of Fixed Assets 28 49 113 28 49 86
Rents 75 76 119 75 76 77
Acquisition of minority interest - 8 82 - 8 82
Debt with Related Parties 160 145 1,247 351 334 363
Advertisement 32 35 67 32 35 50
Provision for Restructuring 2 3 8 2 3 4
Advanced Revenue 79 103 350 79 103 56
Non-current Assets Held for Sale 13,885 14,961 - - - -
Others 277 248 1,086 283 253 200
Long-Term Liabilities 5,850 4,659 7,484 5,850 4,659 5,193
Loans and Financing 669 663 1,803 669 663 1,653
Payment Book (CDCI) - - 193 - - -
Debentures 2,980 1,906 898 2,980 1,906 898
Financing for Purchase of Assets - - 4 - - 4
Acquisition of minority interest - - 23 - - -
Deferred Income Tax and Social Contribution 258 331 1,058 258 331 1,031
Tax Installments 765 528 555 765 528 554
Provision for Contingencies 1,016 1,116 1,784 1,016 1,116 992
Advanced Revenue 19 22 1,117 19 22 29
Others 143 93 49 143 93 33
Shareholders' Equity 13,000 12,821 12,883 7,933 7,765 9,789
Capital 6,818 6,815 6,807 5,516 5,519 5,375
Capital Reserves 349 336 313 349 336 313
Profit Reserves 3,000 2,843 3,005 2,068 1,910 2,978
Adjustment of Equity Valuation - - (15) - - (14)
Minority Interest 2,833 2,827 2,773 0 - 1,138
TOTAL LIABILITIES 41,011 41,392 42,034 22,259 21,571 24,070

  

 

 

27


 
 

 

2. Income Statement - 2Q17

  INCOME STATEMENT
 
  Consolidated Food Businesses Multivarejo(1)   Assaí
 
R$ - Million 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16 2Q17 2Q16
Gross Revenue 11,623 10,561 10.1% 11,623 10,561 10.1% 6,945 6,929 0.2% 4,678 3,632 28.8%
Net Revenue 10,663 9,735 9.5% 10,663 9,735 9.5% 6,390 6,389 0.0% 4,273 3,347 27.7%
Cost of Goods Sold (7,777) (7,338) 6.0% (7,777) (7,338) 6.0% (4,180) (4,507) -7.2% (3,597) (2,832) 27.0%
Depreciation (Logistic) (14) (14) -1.8% (14) (14) -1.8% (12) (13) -3.7% (1) (1) 18.5%
Gross Profit 2,872 2,383 20.5% 2,872 2,383 20.5% 2,198 1,869 17.6% 675 514 31.2%
Selling Expenses (1,672) (1,642) 1.9% (1,672) (1,642) 1.9% (1,288) (1,342) -4.0% (384) (300) 28.0%
General and Administrative Expenses (232) (219) 6.0% (232) (219) 6.0% (179) (171) 4.7% (53) (48) 10.9%
Selling, General and Adm. Expenses (1,904) (1,861) 2.3% (1,904) (1,861) 2.3% (1,468) (1,513) -3.0% (437) (348) 25.6%
Equity Income(2) (15) 21 n.a. 16 21 -23.8% 16 21 -23.8% - - n.a.
Other Operating Revenue (Expenses) (307) (232) 32.6% (307) (232) 32.6% (272) (193) 40.6% (36) (39) -7.7%
Depreciation and Amortization (190) (174) 9.6% (190) (174) 9.6% (149) (142) 5.1% (41) (32) 29.9%
Earnings before interest and Taxes - EBIT 455 138 229.6% 486 138 252.1% 325 42 680.1% 161 96 67.3%
Financial Revenue 41 49 -17.7% 41 49 -17.7% 33 40 -17.1% 8 10 -20.2%
Financial Expenses (229) (286) -20.2% (229) (286) -20.2% (203) (248) -18.1% (26) (39) -33.3%
Net Financial Result (188) (237) -20.7% (188) (237) -20.7% (170) (208) -18.3% (18) (29) -37.8%
Income (Loss) Before Income Tax 267 (99) n.a. 298 (99) n.a. 155 (166) n.a. 143 68 112.3%
Income Tax (93) 14 n.a. (93) 14 n.a. (46) 43 n.a. (47) (29) 60.6%
Net Income (Loss) Company - continuing operations 174 (85) n.a. 205 (85) n.a. 109 (123) n.a. 96 38 151.9%
Net Result from discontinued operations (5) (498) -99.0% 1 (16) n.a. 1 (16) n.a. - - n.a.
Net Income (Loss) - Consolidated Company 169 (583) n.a. 206 (101) n.a. 109 (140) n.a. 96 38 151.9%
Net Income (Loss) - Controlling Shareholders - continuing operations(3) 174 (85) n.a. 205 (85) n.a. 108 (123) n.a. 96 38 151.9%
Net Income (Loss) - Controlling Shareholders - discontinued operations(3) (9) (192) -95.3% 2 (16) n.a. 2 (16) n.a. - - n.a.
Net Income (Loss) - Consolidated Controlling Shareholders(3) 165 (277) n.a. 206 (101) n.a. 110 (140) n.a. 96 38 151.9%
Minority Interest - Noncontrolling - continuing operations 1 - n.a. 1 - n.a. 1 - n.a. - - n.a.
Minority Interest - Noncontrolling - discontinued operations 4 (306) n.a. (1) - n.a. (1) - n.a. - - n.a.
Minority Interest - Noncontrolling - Consolidated 5 (306) n.a. (0) - n.a. (0) - n.a. - - n.a.
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 659 326 102.4% 690 326 112.0% 486 196 147.6% 204 129 57.7%
Adjusted EBITDA (4) 967 557 73.4% 998 557 78.9% 758 390 94.5% 239 168 42.7%
 
 
  Consolidated   Food Businesses   Multivarejo(1)   Assaí  
% of Net Revenue        
  2Q17 2Q16   2Q17 2Q16   2Q17 2Q16   2Q17 2Q16  
Gross Profit 26.9% 24.5%   26.9% 24.5%   34.4% 29.3%   15.8% 15.4%  
Selling Expenses 15.7% 16.9%   15.7% 16.9%   20.2% 21.0%   9.0% 9.0%  
General and Administrative Expenses 2.2% 2.2%   2.2% 2.2%   2.8% 2.7%   1.2% 1.4%  
Selling, General and Adm. Expenses 17.9% 19.1%   17.9% 19.1%   23.0% 23.7%   10.2% 10.4%  
Equity Income(2) -0.1% 0.2%   0.1% 0.2%   0.2% 0.3%   0.0% 0.0%  
Other Operating Revenue (Expenses) 2.9% 2.4%   2.9% 2.4%   4.3% 3.0%   0.8% 1.2%  
Depreciation and Amortization 1.8% 1.8%   1.8% 1.8%   2.3% 2.2%   1.0% 0.9%  
EBIT 4.3% 1.4%   4.6% 1.4%   5.1% 0.7%   3.8% 2.9%  
Net Financial Revenue (Expenses) 1.8% 2.4%   1.8% 2.4%   2.7% 3.3%   0.4% 0.9%  
Income Before Income Tax 2.5% -1.0%   2.8% -1.0%   2.4% -2.6%   3.4% 2.0%  
Income Tax -0.9% 0.1%   -0.9% 0.1%   -0.7% 0.7%   -1.1% -0.9%  
Net Income (Loss) Company - continuing operations 1.6% -0.9%   1.9% -0.9%   1.7% -1.9%   2.3% 1.1%  
Net Income (Loss) - Consolidated Company 1.6% -6.0%   1.9% -1.0%   1.7% -2.2%   2.3% 1.1%  
Net Income (Loss) - Controlling Shareholders - continuing operations(3) 1.6% -0.9%   1.9% -0.9%   1.7% -1.9%   2.3% 1.1%  
Net Income (Loss) - Consolidated Controlling Shareholders(3) 1.5% -2.8%   1.9% -1.0%   1.7% -2.2%   2.3% 1.1%  
Minority Interest - Noncontrolling - continuing operations 0.0% 0.0%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%  
Minority Interest - Noncontrolling - Consolidated 0.0% -3.1%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%  
EBITDA 6.2% 3.3%   6.5% 3.3%   7.6% 3.1%   4.8% 3.9%  
Adjusted EBITDA (4) 9.1% 5.7%   9.4% 5.7%   11.9% 6.1%   5.6% 5.0%  
(1) Includes the result of Malls and Corporation
(2) Cdiscount's equity income is considered in the Consolidated and not in the Retail and Cash and Carry segments.
(3) Net Income after noncontrolling shareholders
(4) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

 

 

28


 
 

 

2.1 Income Statement – 1H17

  INCOME STATEMENT
 
  Consolidated Food Businesses Multivarejo(1)   Assaí
 
R$ - Million 1H17 1H16 1H17 1H16 1H17 1H16 1H17 1H16
Gross Revenue 23,053 21,282 8.3% 23,053 21,282 8.3% 13,975 14,236 -1.8% 9,078 7,046 28.8%
Net Revenue 21,215 19,623 8.1% 21,215 19,623 8.1% 12,904 13,129 -1.7% 8,312 6,495 28.0%
Cost of Goods Sold (15,956) (15,021) 6.2% (15,956) (15,021) 6.2% (8,903) (9,472) -6.0% (7,053) (5,549) 27.1%
Depreciation (Logistic) (26) (28) -5.4% (26) (28) -5.4% (23) (25) -7.5% (3) (2) 18.4%
Gross Profit 5,234 4,575 14.4% 5,234 4,575 14.4% 3,978 3,631 9.5% 1,256 943 33.2%
Selling Expenses (3,329) (3,244) 2.6% (3,329) (3,244) 2.6% (2,574) (2,654) -3.0% (755) (589) 28.1%
General and Administrative Expenses (459) (429) 7.0% (459) (429) 7.0% (357) (341) 4.6% (102) (88) 16.6%
Selling, General and Adm. Expenses (3,789) (3,673) 3.2% (3,789) (3,673) 3.2% (2,931) (2,995) -2.1% (857) (677) 26.6%
Equity Income(2) (23) 44 n.a. 33 44 -24.7% 33 44 -24.7% - - n.a.
Other Operating Revenue (Expenses) (274) (277) -1.0% (274) (277) -1.0% (251) (237) 5.8% (23) (39) -41.6%
Depreciation and Amortization (380) (344) 10.5% (380) (344) 10.5% (298) (282) 5.9% (82) (62) 31.6%
Earnings before interest and Taxes - EBIT 768 326 135.9% 824 326 153.1% 530 161 229.5% 294 165 78.6%
Financial Revenue 98 113 -13.2% 98 113 -13.2% 83 94 -11.4% 15 20 -21.9%
Financial Expenses (468) (529) -11.5% (468) (529) -11.5% (417) (462) -9.7% (51) (67) -23.7%
Net Financial Revenue (Expenses) (370) (416) -11.0% (370) (416) -11.0% (334) (369) -9.3% (36) (47) -24.5%
Income Before Income Tax 398 (90) n.a. 454 (90) n.a. 196 (208) n.a. 258 117 120.2%
Income Tax (142) 14 n.a. (142) 14 n.a. (57) 60 n.a. (86) (46) 85.6%
Net Income (Loss) Company - continuing operations 256 (76) n.a. 312 (76) n.a. 139 (147) n.a. 172 71 142.7%
Net Result from discontinued operations 129 (663) n.a. (25) (27) -7.1% (25) (27) -7.1% - - n.a.
Net Income (Loss) - Consolidated Company 384 (739) n.a. 287 (103) n.a. 114 (174) n.a. 172 71 142.7%
Net Income (Loss) - Controlling Shareholders - continuing operations(3) 256 (76) n.a. 312 (76) n.a. 139 (147) n.a. 172 71 142.7%
Net Income (Loss) - Controlling Shareholders - discontinued operations(3) 34 (250) n.a. (24) (27) -10.7% (24) (27) -10.7% - - n.a.
Net Income (Loss) - Consolidated Controlling Shareholders(3) 290 (326) n.a. 288 (103) n.a. 115 (174) n.a. 172 71 142.7%
Minority Interest - Noncontrolling - continuing operations - - n.a. - - n.a. - - n.a. - - n.a.
Minority Interest - Noncontrolling - discontinued operations 94 (414) n.a. (1) - n.a. (1) - n.a. - - n.a.
Minority Interest - Noncontrolling - Consolidated 94 (414) n.a. (1) - n.a. (1) - n.a. - - n.a.
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA 1,174 697 68.5% 1,230 697 76.5% 852 468 82.0% 378 229 65.3%
Adjusted EBITDA (4) 1,448 974 48.7% 1,504 974 54.5% 1,103 705 56.4% 401 268 49.6%
 
 
  Consolidated   Food Businesses   Multivarejo(1)   Assaí  
% Net Sales Revenue        
  1H17 1H16   1H17 1H16   1H17 1H16   1H17 1H16  
Gross Profit 24.7% 23.3%   24.7% 23.3%   30.8% 27.7%   15.1% 14.5%  
Selling Expenses 15.7% 16.5%   15.7% 16.5%   20.0% 20.2%   9.1% 9.1%  
General and Administrative Expenses 2.2% 2.2%   2.2% 2.2%   2.8% 2.6%   1.2% 1.4%  
Selling, General and Adm. Expenses 17.9% 18.7%   17.9% 18.7%   22.7% 22.8%   10.3% 10.4%  
Equity Income(2) -0.1% 0.2%   0.2% 0.2%   0.3% 0.3%   0.0% 0.0%  
Other Operating Revenue (Expenses) 1.3% 1.4%   1.3% 1.4%   1.9% 1.8%   0.3% 0.6%  
Depreciation and Amortization 1.8% 1.8%   1.8% 1.8%   2.3% 2.1%   1.0% 1.0%  
EBIT 3.6% 1.7%   3.9% 1.7%   4.1% 1.2%   3.5% 2.5%  
Net Financial Revenue (Expenses) 1.7% 2.1%   1.7% 2.1%   2.6% 2.8%   0.4% 0.7%  
Income Before Income Tax 1.9% -0.5%   2.1% -0.5%   1.5% -1.6%   3.1% 1.8%  
Income Tax -0.7% 0.1%   -0.7% 0.1%   -0.4% 0.5%   -1.0% -0.7%  
Net Income (Loss) Company - continuing operations 1.2% -0.4%   1.5% -0.4%   1.1% -1.1%   2.1% 1.1%  
Net Income (Loss) - Consolidated Company 1.8% -3.8%   1.4% -0.5%   0.9% -1.3%   2.1% 1.1%  
Net Income (Loss) - Controlling Shareholders - continuing operations(3) 1.2% -0.4%   1.5% -0.4%   1.1% -1.1%   2.1% 1.1%  
Net Income (Loss) - Consolidated Controlling Shareholders(3) 1.4% -1.7%   1.4% -0.5%   0.9% -1.3%   2.1% 1.1%  
Minority Interest - Noncontrolling - continuing operations 0.0% 0.0%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%  
Minority Interest - Noncontrolling - Consolidated 0.4% -2.1%   0.0% 0.0%   0.0% 0.0%   0.0% 0.0%  
EBITDA 5.5% 3.6%   5.8% 3.6%   6.6% 3.6%   4.6% 3.5%  
Adjusted EBITDA (4) 6.8% 5.0%   7.1% 5.0%   8.5% 5.4%   4.8% 4.1%  
(1) Includes the result of Malls and Corporation
(2) Cdiscount's equity income,in the amount of -R $ 16 million, is considered in the Consolidated and not in the Retail and Cash and Carry segments of Automotive.
(3) Net Income after noncontrolling shareholders
(4) Adjusted EBITDA by excluding the Other Operating Revenue (Expenses), thereby eliminating nonrecurring income, expenses and other nonrecurring items.

 

 

 

29


 
 

 

3. Financial Result

 

    Consolidated
(R$ million) 2Q17 2Q16 1H17 1H16
 
Financial Revenue 41 49 -17.7% 98 113 -13.2%
Financial Expenses (229) (286) -20.2% (468) (529) -11.5%
Cost of Debt (137) (191) -28.1% (311) (342) -9.0%
Cost of Sale of Receivables of Credit Card (33) (27) 21.9% (73) (57) 27.2%
Restatement of Contingent Liabilities and Other financial expenses (58) (68) -14.1% (85) (130) -34.8%
Net Financial Revenue (Expenses) (188) (237) -20.7% (370) (416) -11.0%
% of Net Revenue 1.8% 2.4% -60 bps 1.7% 2.1% -40 bps

In the financial statements of GPA of June 30, 2017, consequent to the ongoing divestment of the interest held by GPA in Via Varejo S.A. as announced in the material fact notice of November 23, 2016, the operations of Via Varejo are treated as discontinued operations. Accordingly, net sales and other income/expense lines were adjusted retrospectively from January 1, 2015, as defined in IFRS 5 / CPC31, approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations. Consequently, the following comments do not include the performance of Via Varejo.   

 

4. Net income

 

    Consolidated   Food Business
 
(R$ million) 2Q17 2Q16 1H17 1H16 2Q17 2Q16 △% 1H17 1H16 △%
 
EBITDA 659 326 102.4% 1,174 697 68.5% 690 326 112.0% 1,230 697 76.5%
Depreciation (Logistic) (14) (14) -1.8% (26) (28) -5.4% (14) (14) -1.8% (26) (28) -5.4%
Depreciation and Amortization (190) (174) 9.6% (380) (344) 10.5% (190) (174) 9.6% (380) (344) 10.5%
Net Financial Revenue (Expenses) (188) (237) -20.7% (370) (416) -11.0% (188) (237) -20.7% (370) (416) -11.0%
Income (Loss) before Income Tax 267 (99) n.a. 398 (90) n.a. 298 (99) n.a. 454 (90) n.a.
Income Tax (93) 14 n.a. (142) 14 n.a. (93) 14 n.a. (142) 14 n.a.
Net Income (Loss) Company - continuing operations 174 (85) n.a. 256 (76) n.a. 205 (85) n.a. 312 (76) n.a.
Net income from discontinued operations (5) (498) -99.0% 129 (663) n.a. 1 (16) n.a. (25) (27) -7.1%
Net Income (Loss) Consolidated Company 169 (583) n.a. 384 (739) n.a. 206 (101) n.a. 287 (103) n.a.
 
Net Income (Loss) - Controlling Shareholders - continuing                        
operations 174 (85) n.a. 256 (76) n.a. 205 (85) n.a. 312 (76) n.a.
Net Income (Loss) - Controlling Shareholders - (9) (192) -95.3% 34 (250) n.a. 2 (16) n.a. (24) (27) -10.7%
descontinuing operations                        
Net Income (Loss) - Controlling Shareholders - Consolidated 165 (277) n.a. 290 (326) n.a. 206 (101) n.a. 288 (103) n.a.
 
Other Operating Revenue (Expenses) (307) (232) 32.6% (274) (277) -1.0% (307) (232) 32.6% (274) (277) -1.0%
Income Tax from Other Operating Revenues (Expenses) and                        
Income Tax from Nonrecurring 69 47 48.1% 60 58 2.9% 69 47 48.1% 60 58 2.9%
Adjusted Net Income (Loss) - Controlling Shareholders -
continuing operations (1)
412 100 311.7% 470 142 230.4% 443 100 342.7% 526 142 269.8%
Adjusted Net Margin - Controlling Shareholders 3.9% 1.0% 290 bps 2.2% 0.7% 150 bps 4.2% 1.0% 320 bps 2.5% 0.7% 2 bps
(1) Adjusted Net Income by total "Other Operating Revenue (Expenses)", eliminating extraordinary Revenues and Expeneses.

      

In the financial statements of GPA on June 30, 2017, due to the ongoing divestment of the interest held by GPA in Via Varejo S.A. as announced in the material fact notice of November 23, 2016, the operations of Via Varejo are treated as discontinued operations. Hence, net sales and other profit or loss lines were adjusted retroactively as from January 1, 2015, as determined by IFRS 5/CPC 31, and approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations.

 

 

30


 
 

 

5. Debt – Consolidated

 

      06.30.2016
(R$ million) 06.30.2017 06.30.2016 Consolidated
  Food Food including Via
  Business Business Varejo
 
Short Term Debt (1,437) (2,965) (3,759)
Loans and Financing (1,439) (2,390) (3,184)
Debentures and Promissory Notes (47) (575) (575)
Financial Instruments- Fair Value Hedge 49    
Long Term Debt (3,638) (2,551) (2,701)
Loans and Financing (669) (1,653) (1,803)
Debentures (2,980) (898) (898)
Financial Instruments- Fair Value Hedge 11    
Total Gross Debt (5,075) (5,515) (6,460)
Cash and Financial investments 2,366 1,426 3,716
Net Debt (2,709) (4,089) (2,744)
EBITDA(1) 2,660 2,392 3,033
Net Debt / EBITDA(1) -1.0x -1.7x -0.9x
Payment Book (CDCI) - - (2,548)
On balance Credit Card Receivables not discounted 329 820 1,997
Net Debt with Payment Book and Credit Card Receivables not discounted (2,380) (3,268) (3,295)
Net Debt with Payment Book and Credit Card Receivables not discounted / EBITDA(1) -0.9x -1.4x -1.1x

 

 

In the financial statements of GPA of June 30, 2017, consequent to the ongoing divestment of the interest held by GPA in Via Varejo S.A. as announced in the material fact notice of November 23, 2016, the operations of Via Varejo are treated as discontinued operations. Accordingly, net sales and other income/expense lines were adjusted retrospectively from January 1, 2015, as defined in IFRS 5 / CPC31, approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations. Consequently, the following comments do not include the performance of Via Varejo.

However, this technical standard does not require restatement of the balance sheet in such situations. For better comparison between the periods, a column presenting comparable results for March 2016 was added to the above table on debt. 

(1) EBITDA in the last 12 months. EBITDA adjusted by Other Operating Income and Expenses.

 

 

 

 

31


 
 

 

6. Cash Flow -Consolidated (including Via Varejo)

STATEMENT OF CASH FLOW
(R$ million) Consolidated
  06.30.2017 06.30.2016
Net Income (Loss) for the period 384 (739)
Adjustment for reconciliation of net income    
Deferred income tax (184) (67)
Loss (gain) on disposal of fixed and intangible assets 51 9
Depreciation and amortization 406 558
Interests and exchange variation 486 647
Equity Income 9 (61)
Provision for contingencies 299 477
Share-Based Compensation 18 7
Allowance for doubtful accounts 337 295
Provision for obsolescence/breakage (18) (10)
Gains resulting from sale of subisidiaries - (94)
Deferred revenue (163) (202)
Other Operating Expenses (447) -
  1,178 820
Asset (Increase) decreases    
Accounts receivable (1,238) (1,501)
Inventories (497) (149)
Taxes recoverable 33 (441)
Dividends received 155 -
Other Assets (85) (239)
Related parties 129 48
Restricted deposits for legal proceeding (177) (137)
  (1,680) (2,419)
Liability (Increase) decrease    
Suppliers (2,921) (5,519)
Payroll and charges (46) 29
Taxes and Social contributions payable (6) (82)
Other Accounts Payable (62) (514)
Contingencies (184) (161)
Deferred revenue (10) 31
Taxes and Social contributions paid (31) (70)
  (3,260) (6,286)
Net cash generated from (used) in operating activities (3,762) (7,885)
 
Acquisition of property and equipment (553) (499)
Increase Intangible assets (120) (162)
Sales of property and equipment 97 108
Cash provided on sale of subisidiary - 91
Net cash flow investment activities (576) (462)
 
Cash flow from financing activities    
Increase of capital 7 1
Funding and refinancing 4,703 3,531
Payments of loans and financing (6,390) (3,139)
Dividend Payment - (4)
Acquisition of society (8) -
Proceeds from stock offering, net of issue costs - 665
Net cash generated from (used) in financing activities (1,688) 1,054
 
Monetary variation over cash and cash equivalents - (6)
Increase (decrease) in cash and cash equivalents (6,026) (7,299)
 
Cash and cash equivalents at the beginning of the year 9,142 11,015
Cash and cash equivalents at the end of the year 3,116 3,716
Change in cash and cash equivalents (6,026) (7,299)

 

 

32


 
 

 

6.1. Simplified Cash Flow Statement - Consolidated (including Via Varejo)

 

 

  Consolidated
(R$ million) 1H17 1H16
 
Cash Balance at Beginning of Period 9,142 11,015
Cash Flow from Operating Activities (3,855) (7,885)
EBITDA 1,631 717
Cost of Sale of Receivables (450) (495)
Working Capital (4,656) (7,169)
Assets and Liabilities Variation (380) (937)
Cash Flow from Investment Activities (576) (462)
Net Investment (576) (553)
Acquisition / Sale of Interest and Others - 91
Cash on discontinuity of subsidiary - -
Change on net cash after investments (4,431) (8,347)
Cash Flow from Financing Activities (1,595) 1,054
Dividends Payments and Others - (4)
Net Payments (1,595) 1,058
Change on Net Cash (6,026) (7,293)
Exchange Rate - (6)
Cash Balance at End of Period 3,116 3,716
 
Cash includes "Assets held for sale and op. Discontinued" 750 -
 
Cash as balance sheet (excluding Via Varejo) 2,366 3,716

 

In the financial statements of GPA of June 30, 2017, consequent to the ongoing divestment of the interest held by GPA in Via Varejo S.A. as announced in the material fact notice of November 23, 2016, the operations of Via Varejo are treated as discontinued operations. Accordingly, net sales and other income/expense lines were adjusted retrospectively from January 1, 2015, as defined in IFRS 5 / CPC31, approved by CVM Resolution 598/09 - Sale of non-current assets and discontinued operations. Held-for-sale assets and the corresponding liabilities were reclassified only on the reporting date, i.e. December 31, 2016, and therefore all of the above changes in balance sheet accounts include Via Varejo, although the closing cash position has been reconciled to reflect only continuing operations.

 

 

33


 
 

 

7. Capex

    Food Business
(R$ million) 2Q17 2Q16 1H17 1H16
 
New stores, land acquisition and 127 93 35.8% 154 196 -21.4%
conversions            
Store renovations and Maintenance 103 171 -39.9% 177 305 -42.0%
Infrastructure and Others 45 56 -19.4% 88 198 -55.7%
Non-cash Effect            
Financing Assets 11 (118) n.a. 135 (177) n.a.
Total 286 203 40.9% 554 522 6.2%

 

 

8. Breakdown of Sales by Business

    BREAKDOWN OF GROSS SALES BY BUSINESS
(R$ million) 2Q17 % 2Q16 % 1H17 % 1H16 %
 
Pão de Açúcar 1,766 15.2% 1,778 16.8% -0.7% 3,484 15.1% 3,582 16.8% -2.7%
Extra (1) 4,316 37.1% 4,270 40.4% 1.1% 8,732 37.9% 8,850 41.6% -1.3%
Convenience Stores (2) 293 2.5% 301 2.9% -2.7% 589 2.6% 605 2.8% -2.6%
Assaí 4,678 40.2% 3,632 34.4% 28.8% 9,078 39.4% 7,046 33.1% 28.8%
Other Businesses (3) 569 4.9% 579 5.5% -1.7% 1,169 5.1% 1,199 5.6% -2.5%
Food Business 11,623 100.0% 10,561 100.0% 10.1% 23,053 100.0% 21,282 100.0% 8.3%
(1) Includes Extra Supermercado and Extra Hiper.
(2) Includes M inimercado Extra and M inuto Pão de Açúcar sales.
(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

 

    BREAKDOWN OF NET SALES BY BUSINESS
(R$ million) 2Q17 % 2Q16 % 1H17 % 1H16 %
 
Pão de Açúcar 1,615 15.1% 1,634 16.8% -1.2% 3,200 15.1% 3,294 16.8% -2.9%
Extra (1) 3,950 37.0% 3,907 40.1% 1.1% 8,015 37.8% 8,098 41.3% -1.0%
Convenience Stores (2) 273 2.6% 280 2.9% -2.8% 549 2.6% 563 2.9% -2.5%
Assaí 4,273 40.1% 3,347 34.4% 27.7% 8,312 39.2% 6,495 33.1% 28.0%
Other Businesses (3) 553 5.2% 567 5.8% -2.5% 1,139 5.4% 1,173 6.0% -2.9%
Food Business 10,663 100.0% 9,735 100.0% 9.5% 21,215 100.0% 19,623 100.0% 8.1%
(1) Includes Extra Supermercado and Extra Hiper.
(2) Includes M inimercado Extra and M inuto Pão de Açúcar sales.
(3) Includes Gas Station, Drugstores, Delivery sales and revenues from the leasing of commercial galleries.

 

 

 

34


 
 

 

9.  Breakdown of Sales (% of Net Sales)

  Food Business
  2Q17 2Q16 1H17 1H16
 
Cash 51.5% 51.3% 51.5% 51.9%
Credit Card 38.4% 38.7% 38.3% 38.3%
Food Voucher 10.1% 10.0% 10.2% 9.8%

 

 

10. Store Activity by Banner

  STORE OPENINGS/CLOSINGS BY BANNER
  03/31/2017 Opened Opened by
conversion
Closed Closed to
conversion
06/30/2017
 
Pão de Açúcar 185 - - - - 185
Extra Hiper 129 - - (1) (9) 119
Extra Supermercado 194 - - - - 194
Minimercado Extra 197 - - - - 197
Minuto Pão de Açucar 77 2 - - - 79
Assaí 106 1 3 - - 110
Other Business 229 - - (5) - 224
Gas Station 77 - - - - 77
Drugstores 152 - - (5) - 147
Food Business 1,117 3 3 (6) (9) 1,108
 
Sales Area ('000 m2 )            
Food Business 1,789         1,771
 
# of employees ('000) (1) 89         89

 

                             (1) Excludes employees of discontinued operations.

 

35


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

1.      Corporate information

Companhia Brasileira de Distribuição ("Company" or “CBD”), directly or through its subsidiaries (“Group” or “GPA”) is engaged in the retail of food, clothing, home appliances, electronics and other products through its chain of hypermarkets, supermarkets, specialized stores and department stores principally under the trade names "Pão de Açúcar, “Minuto Pão de Açúcar”, "Extra Hiper", “Extra Super”, “Minimercado Extra”, “Assai”, and the neighborhood shopping mall brand “Conviva”. The activities related to the segments of electronics and e-commerce are presented with discontinued activities (note 31) and represent the stores under the brands “Ponto Frio” and “Casas Bahia", as well as the e-commerce platforms “CasasBahia.com,” “Extra.com”, “Pontofrio.com”, “Barateiro.com”, “Partiuviagens.com” and “Cdiscount.com”. Its headquarters are located in the city of São Paulo, State of São Paulo, Brazil.

The Company’s shares are listed on the São Paulo Stock Exchange (“B3”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”.

The Company is indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), and its ultimate controlling company is Casino Guichard Perrachon (“Casino”), French company listed on Paris Stock Exchange.

1.1.   Morzan arbitration request

On August 14, 2015, CBD and its controlling shareholder Wilkes were jointly convicted by International Court of Arbitration - ICA, to indemnify Morzan Empreendimentos e Participações Ltda. (“Morzan”). Such decision was amended on January 27, 2016 with no significant changes.The account payable in the amount of R$233, including legal fees, was fully settled in April 1, 2016.

On October 25, 2016 the Company received a notice from Securities Registration Office (“SRE”) of Brazilian Securities Exchange Commission (“CVM”) stating that the Company pay the equivalent additional amount 80% of effectively paid to Morzan as indemnification to other shareholders of Globex Utilidades S.A. (“Globex”) that applied to Share Purchase Agreement resulting in the sale of control of the Company, in accordance to your OPA, the mix payment option, that defined in public notice of public offer for shares acquisition realized for the Company on January 4, 2010. The Company presented on appeal to CVM’s arbitral award and received a suspensive effect of the decision, with the estimated amount in R$150 and likelihood of loss classified as possible.

 

1.2.   Notices from CVM to GPA and subsidiary Via Varejo

On February 18, 2016, the subsidiary Via Varejo received a notice from CVM, the notice 18/2016-CVM/SEP/GEA-5 containing the understanding of the Superintendence of Business Relations – SEP in relation to certain accounting entries related to corporate transactions at Via Varejo level in 2013. Due to the effects in its consolidated financial statements the Company received the notice 19/2016-CVM /SEP/GEA-5.

CVM’s technical area notified its understanding on accounting treatment which is different from those applied by Company in its financial statements of that year, in relation to (i) remeasurement of remaining investment held in Nova Pontocom Comércio Eletrônico S.A. (“NPC”) due to partial sale of interest to Companhia Brasileira de Distribuição; and (ii) accounting treatment applied on acquisition of additional 75% interest of Indústria de Móveis Bartira (“Bartira”) equity.

 

 

 

 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

 

1.     Corporate information - Continued

1.2.   Notices from CVM to GPA and subsidiary Via Varejo - Continued

Via Varejo and the Company presented an appeal to CVM’s board of commissioners. At July 26, 2016, Via Varejo published relevant fact announcing the end of Cnova’s investigations, and informed that attended partially the requirements on notice 18/2016CVM/SEP/GEA5, specifically to the accounting entries of sale participation on NPC, occurred in 2013. At January 26, 2017 the CVM reported the Company that (i) the appeal was accepted related to Bartira; and (ii) The CVM’s Superintendence of Business Relations – SEP will ask reconsideration of the board of commissioner’s decision. On April 20, 2017 Via Varejo and the Company received the final determination of the board of commissioner informing that kept the decision after reconsideration asked by SEP. Therefore there is not effect to be considered related with this assumption.

 

1.3.   Agreement between CBD, Via Varejo and Grupo Casas Bahia

In July 4, 2017, the Via Varejo celebrated a agreement together with the Company, for the settlement of losses and damages related to the “Acordo de Associação” celebrated in July 1, 2010, incurred until November 8, 2016, as well established warrants for the obligation of Grupo Casas Bahia to indemnify potential risks, therefore grasped which not materialized until November 8, 2016.

In this agreement, the Via Varejo and the Grupo Casas Bahia compensate funds due from part to part, remaining a balance of R$70 to be paid by the Grupo Casas Bahia to Via Varejo in 7 installments which fall due until December 2017.

As warrant of potential risk indemnifies was kept, beyond personal guarantee of Grupo Casas Bahia shareholders, mortgage on property at total amount of potential risks notified.

This agreement is subject to resolutive condition wich, in 90 days, it been approved by special commitees and board of directors of the Company and Via Varejo.

As a result of this agreement, Via Varejo recognized on its financial statements for the period ended in June 30, 2017, at item “Other operating income (expense)” a loss of R$97.

 

 

2.       Basis of preparation

The individual and consolidated interim financial information has been prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”) and CPC 21 (R1) - Interim Financial Reporting and presented consistently with the standards approved and issued by the Brazilian Securities and Exchange Commission (“CVM”) applicable to the preparation of interim financial information – ITR.

The individual and consolidated interim financial information is being presented in millions of Brazilian Reais.The reporting currency of the Company is Real and for subsidiaries located abroad is the local currency of each jurisdiction.

The individual and consolidated interim financial information for the quarter ended June 30, 2017 was approved by the Board of Directors on July 25, 2017.

As a result of the process in progress for the sale of the subsidiary Via Varejo S.A. (note 35 on the financial statements for year ended December 31, 2016, presented in February 23, 2017) and in accordance to the CPC 31 / IFRS 5 – Non current assets held for sale and discontinued operation, the individual and consolidated interim financial information of the statement of the operations and the statement of the added value for the periods ended June 30, 2017 and June 30, 2016 were presented with the effects of the transaction.

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

3.     Basis of consolidation

The information on the basis of consolidation did not have significant modification and was presented in the annual financial statements for 2016, in note 3.

 

4.     Significant accounting policies

 

The significant accounting policies adopted by the Company in the preparation of the individual and consolidated interim financial information are consistent with those adopted and disclosed on Note 4 of the financial statements for the year ended December 31, 2016 and therefore should be read in conjunction with those annual financial statements.

 

5.      Adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective

The adoption of new standards, amendments to and interpretations of existing standards issued by the IASB and CPC and standards issued but not yet effective are consistent with those adopted and disclosed in note 5 to the financial statements for the year ended December 31, 2016 and had no significant effects to the Company.

Except for standards “IFRS 15 – Revenue from contracts with customers” and “IFRS 16 – Leases”. For the IFRS 15, the Company started a project that has a prevision of conclusion until the end of 2017, for this moment, significatives events are not expected as a result of this adoption. Related to IFRS 16, relevant impacts are expected, whose measurement is in progress with prevision of conclusion until the end of 2017.

 

6.      Significant accounting judgments, estimates and assumptions

Judgments, estimates and assumptions

 

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

 

The significant assumptions and estimates for interim financial information for the six-month period ended June 30, 2017 were the same as those adopted in the individual and consolidated financial statements for the year ended December 31, 2016.

 

 

 

 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

 

7.      Cash and cash equivalents

The detailed information on cash and cash equivalents was presented in the annual financial statements for 2016, in note 7.

 

 

 

Parent Company

 

Consolidated

 

Rate

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

 

 

 

 

 

 

Cash and banks - Brazil

 

64

255

 

101

349

Cash and banks - Abroad

(*)

67

66

 

67

66

Temporary investments - Brazil

(**)

1,608

4,175

 

2,198

4,697

   

1,739

4,496

 

2,366

5,112

 

(*) Refers to cash and banks denominated in US Dollars.

 

(**) Temporary investments as at June 30, 2017 refer substantially to repurchase agreements, wich are remunerated by a weighted average rate equivalent to 98.63% of the Interbank Deposit Certificate (“CDI”) and redeemable less than 90 days as of investment date and not subject to significative variations in the amount.

 

8.      Trade receivables

The detailed information on trade receivables was presented in the annual financial statements for 2016, in note 8.

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

 

 

     

Credit card companies

301

178

 

329

241

Sales vouchers

48

94

 

83

142

Private label credit card

38

62

 

39

62

Receivables from related parties (note 12.2)

10

15

 

5

5

Receivables from suppliers

49

48

 

49

95

Allowance for doubtful accounts (note 8.1)

(1)

(1)

 

(3)

(2)

 

445

396

 

502

543

 

8.1.      Allowance for doubtful accounts

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

 

 

 

 

 

At the beginning of the period

(1)

(2)

 

(2)

(275)

Loss/reversal in the period

(4)

1

 

(337)

(232)

Write-off of receivables

4

-

 

288

257

Reclassification to assets held for sale and discontinued operations (note 31)

 

-

-

 

48

249

At the end of the period

(1)

(1)

 

(3)

(1)

 

 

 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

 

8.       Trade receivables – Continued

Below is the aging list of consolidated gross receivables:

     

Past-due receivables - Consolidated

 

Total

Due

<30 days

30-60 days

61-90 days

>90 days

             

6.30.2017

505

489

2

2

2

10

12.31.2016

545

524

13

6

1

1

 

 

 

 

 

 

 

9.       Other receivables

The detailed information on other receivables was presented in the annual financial statements for 2016, in note 9.

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

  

6.30.2017

12.31.2016

         

Receivables from sale of fixed assets

4

6

 

4

6

Rental advances

2

3

 

2

3

Accounts receivable from private pension

11

9

 

11

9

Accounts receivable from insurance companion

10

10

 

10

10

Rental receivable

47

60

 

48

61

Receivable from Paes Mendonça

-

-

 

532

532

Receivable from sale of subsidiaries

75

69

 

75

69

Other

33

35

 

38

48

Total

182

192

 

720

738

 

 

 

 

 

Current

89

111

 

96

126

Noncurrent

93

81

 

624

612

 

 

10.    Inventories

The detailed information on inventories was presented in the annual financial statements for 2016, in note 10.

 

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

         

Stores

1,924

2,032

 

3,200

3,400

Distribution centers

961

1,115

 

1,225

1,255

Real estate inventories under construction

-

-

 

55

61

Estimated losses on obsolescence and breakage (note 10.1)

(36)

(41)

 

(53)

(75)

 Total

2,849

3,106

 

4,427

4,641

 

 

 

 

 

 

 

10.    Inventories - Continued

10.1. Estimated losses on obsolescence and breakage

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

           

At the beginning of the period

(41)

(14)

 

(75)

(96)

Additions

(15)

(33)

 

(64)

(79)

Write-offs / reversal

20

16

 

82

81

Assets held for sale and discontinued operations

-

-

 

4

(53)

At the end of the period

(36)

(31)

 

(53)

(147)

 

 

 

 

 

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

11.    Recoverable taxes

The detailed information on recoverable taxes was presented in the annual financial statements for 2016, in note 11.

 

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

 

     

State value-added tax on sales and services – ICMS

894

436

 

1,456

545

Estimated loses for non realization of ICMS

-

-

 

(369)

-

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

246

338

 

304

418

Income tax on Financial investments

14

38

 

18

45

Income tax and Social Contribution

69

71

 

82

80

Social Security Contribution - INSS

210

194

 

229

211

Other

1

1

 

7

7

Total

1,434

1,078

 

1,727

1,306

 

 

 

 

 

Current

398

557

 

449

674

Noncurrent

1,036

521

 

1,278

632

 

 

 

 

 

 

 

11.1.   ICMS is expected to be realized as follows (including the accrual for non realization):

In

Parent Company

Consolidated

Up to 1 year

87

90

1 to 2 years

123

126

2 to 3 years

140

170

3 to 4 years

145

185

4 to 5 years

135

251

After 5 years

264

265

 

894

1,087

 

For the ICMS tax credits, management, based on technical feasibility studies, based on growth projections and related tax payments in the normal course of the operations, understand be viable the future compensation. The studies mentioned are prepared and reviewed periodically based on information extracted from Strategic Planning report, previously approved by the Board of Directors of the Company. For the accounting information as of June 30, 2017, management has monitoring controls over the progress of the plan annually established, revaluating and including eventual new elements that contribute to the realization of the balance.

 

 

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

11.  Recoverable taxes - Continued

11.1.   ICMS is expected to be realized as follows: - Continued

In the 2nd quarter of 2017, the Company revisited its position in relation to the recognition of ICMS Tax substitution related to prior periods, changing the prospective recognition of the recovery of the tax substation ICMS calculated over the sales since November 2016. STF decided in October 2016 with full application to all claims in the country over this same matter, the right over the difference of the tax paid (ICMS ST) between the purchase and the sale of products. The disclosure of the written sentence was done in April/2017.

 

Company still evaluated in the conjunction of the elements that supported the recognition of the tax credit in 2017, judged in October 2016, current tax positions over other tax matters that were potentially conflicting with the thesis being analyzed, legal opinions from advisors, and based on available information and in the best estimations of the amounts calculated starting from January 2009, Company recognized R$816, covering R$447 in the Company and R$369 in the subsidiary Sendas Distribuidora, having recorded simultaneously a provision in the amount of R$369, due to the lack of perspective of realization of the related credit in its realization plan and period evaluated by the Company for the full compensation of the credit. The net amount of R$447 was recognized as a reduction of the cost of goods sold in accordance with the accounting practice adopted by the Company.

 

12.  Related parties

12.1.Management and Board of Directors compensation

The expenses related to management compensation (officers appointed pursuant to the Bylaws including members of the Board of Directors and the related support committees) and Fiscal Council for the period ended June 30, 2017, were as follows:

 

Base salary

 

Variable compensation

Stock option plan

Total

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

Board of directors (*)

3

2

 

-

-

 

-

-

 

3

2

Executive officers

12

11

 

13

16

 

18

4

 

43

31

 

15

13

 

13

16

 

18

4

 

46

33

 

(*) The compensation of the Board of Directors advisory committees (Human Resources and Compensation, Audit, Finance, Sustainable Development and Corporate Governance) is included in this line.

 

 

 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

12.    Related parties – Continued

12.2.   Balances and transactions with related parties.

The detailed information on related parties was presented in the annual financial statements for 2016, in note 12.

                      

 

Parent Company

 

Balances

 

Transactions

 

Trade receivables

 

Other assets

 

Trade payables

 

Other liabilities

 

Sales

 

Purchases

 

Revenues (Expenses)

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling:

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Casino

5

5

 

-

1

 

-

-

 

11

-

 

-

-

 

-

-

 

(17)

(55)

Euris

-

-

 

-

-

 

-

-

 

2

1

 

-

-

 

-

-

 

(2)

(2)

Subsidiaries:

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Novasoc Comercial

-

-

 

204

197

 

-

1

 

-

-

 

-

-

 

-

-

 

-

1

Sendas Distribuidora

1

3

 

231

123

 

4

4

 

55

-

 

-

104

 

-

89

 

-

38

Via Varejo (i)

4

7

 

-

-

 

2

4

 

187

230

 

-

-

 

-

-

 

(50)

(70)

VVLOG Logística Ltda.

-

-

 

-

-

 

-

-

 

2

2

 

-

-

 

-

-

 

-

(1)

Cnova Brasil

-

-

 

28

4

 

-

-

 

-

-

 

-

-

 

-

-

 

36

36

GPA M&P

-

-

 

-

-

 

-

-

 

3

2

 

-

-

 

-

-

 

-

-

GPA Logística

-

-

 

18

19

 

16

17

 

-

-

 

-

-

 

-

-

 

-

-

Bellamar

-

-

 

-

-

 

-

-

 

219

128

 

-

-

 

-

-

 

-

-

Others

-

-

 

-

-

 

-

-

 

-

1

 

-

-

 

-

-

 

-

-

Associates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIC

-

-

 

17

14

 

7

14

 

-

-

 

-

-

 

-

-

 

(8)

23

Other related parties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenyellow do Brasil Energia e Serviços Ltda.(Greenyellow) (ii)

-

-

 

-

-

 

-

-

 

147

146

 

-

-

 

-

-

 

(17)

(9)

Others

-

-

 

1

1

 

-

-

 

-

-

 

-

-

 

-

-

 

-

(2)

Total

10

15

 

499

359

 

29

40

 

626

510

 

-

104

 

-

89

 

(58)

(41)

                                         

 

(i) Via Varejo: The subsidiary has an amount to pay reffering to “Primeiro Aditivo ao Acordo de Associação” between Via Varejo e Casas Bahia, that ensure the right to indemnify of some judicial claims and reimbursement of expenses recognized as of June 30, 2010.

 

(ii) Amount refers to acquisition of products and services with purpose the Company’s energy efficience.

 

 

43


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

12.    Related parties – Continued

12.2.   Balances and transactions with related parties – Continued

 

Consolidated

 

Trade receivables

 

Others assets

 

Trade payables

 

Other liabilities

 

Revenues (Expenses)

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling:

     

 

   

 

   

 

   

 

 

Casino

5

5

 

-

1

 

-

-

 

11

-

 

(17)

(55)

Euris

-

-

 

-

-

 

-

-

 

2

1

 

(2)

(2)

Subsidiaries:

 

   

 

   

 

   

 

   

 

 

Others

-

-

 

1

1

 

-

-

 

-

-

 

-

-

Associates:

 

   

 

   

 

   

 

   

 

 

FIC

-

-

 

17

14

 

7

14

 

-

-

 

40

11

Other related parties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Viaw Consultoria Ltda.

-

-

 

-

-

 

-

-

 

-

-

 

-

(1)

Greenyellow

-

-

 

-

-

 

-

-

 

147

146

 

(17)

(9)

Others

-

-

 

1

1

 

-

-

 

-

-

 

-

(1)

Total

5

5

 

19

17

 

7

14

 

160

147

 

4

(57)

                     

 

44


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

13.    Investments

The detailed information on investments was presented in the annual financial statements for 2016, in note 13.

13.1.   Breakdown of investments

 

Parent Company

 

Sendas

Novasoc

Via Varejo

Bellamar

Others

Total (*)

Balances at 12.31.2016

2,330

168

-

443

73

3,014

Share of profit (loss) of subsidiaries and associates

180

9

73

33

(55)

240

Stock option

2

-

2

-

-

4

Capital increase

53

-

-

-

-

53

Other transactions (**)

-

-

-

-

(8)

(8)

Reclassification to Held for Sale (note 31)

-

-

(75)

-

-

(75)

Balances at 6.30.2017

2,565

177

-

476

10

3,228

 (*) Includes the effects of uncovered liabilities on the investment on Luxco of R$86.

(**) Includes the effects of other comprehensive income on investment on Luxco.

 

 

 

Parent Company

 

Sendas

Novasoc

Via Varejo

NCB (*)

Barcelona

Bellamar

GPA M&P and others

Total (***)

Balances at 12.31.2015

1,349

174

1,844

501

770

367

(132)

4,873

Share of profit(loss) of subsidiaries and associates

50

(4)

(34)

(3)

29

44

(172)

(90)

Dividends

-

-

-

-

-

-

(10)

(10)

Spin-off

(2)

-

-

-

-

-

-

(2)

Merger

800

-

-

-

(800)

-

-

-

Stock option

-

-

2

-

1

-

1

4

Write-off

-

-

-

-

-

-

7

7

Other transactions (**)

-

-

15

-

-

-

56

71

Balances at 6.30.2016

2,197

170

1,827

498

-

411

(250)

4,853

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

(**) Includes the effects of other comprehensive income in the case of subsidiary Nova Pontocom and Luxco.

(***)Includes the effects of uncovered liabilities on the investment on Luxco of R$397.

 

 

45


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

13.    Investments – Continued

13.1.   Breakdown of investments – Continued

 

Consolidated

 

6.30.2017

 

6.30.2016

At the beginning of the period

294

 

382

Share of profit (loss) – Continued operations

(23)

 

44

Share of profit (loss) – Discontinued operations

14

 

17

Dividends – Continued operations

(90)

 

-

Dividends – Discontinued operations

(36)

 

 

Other transactions

(8)

 

-

Assets held for sale and discontinued operations (note 31)

(22)

 

(18)

At the end fo the period

173

 

425

       

 

14.    Property and equipment

 

Parent Company

 

Balance at 12.31.2016

Additions

Depreciation

Write-offs

Transfers

Balance at 6.30.2017

Land

1,261

-

-

(31)

-

1,230

Buildings

1,611

2

(26)

(125)

(1)

1,461

Leasehold improvements

2,226

12

(88)

(46)

77

2,181

Machinery and equipment

1,047

15

(89)

(15)

49

1,007

Facilities

319

30

(17)

(4)

3

331

Furniture and fixtures

396

-

(30)

(4)

12

374

Vehicles

3

-

(1)

-

-

2

Construction in progress

113

147

-

(2)

(137)

121

Other

45

6

(7)

(1)

(3)

40

Total

7,021

212

(258)

(228)

-

6,747

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

IT equipment

5

-

-

-

-

5

Buildings

17

-

-

-

-

17

 

22

-

-

-

-

22

Total

7,043

212

(258)

(228)

-

6,769

 

 

46


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment – Continued

 

 

Parent Company

 

Balance at

Additions

Depreciation

Write-offs

Merger

Transfers

Balance at

 

12.31.2015

6.30.2016

 

 

 

 

 

 

 

 

Land

1,272

-

-

-

-

1

1,273

Buildings

1,799

2

(28)

-

18

(104)

1,687

Leasehold improvements

1,858

12

(78)

(9)

301

156

2,240

Machinery and equipment

892

72

(75)

(16)

150

-

1,023

Facilities

179

5

(10)

(1)

37

1

211

Furniture and fixtures

375

19

(27)

(2)

52

-

417

Vehicles

3

-

(1)

(1)

1

-

2

Construction in progress

73

207

-

(7)

9

(52)

230

Other

50

4

(6)

(2)

6

(4)

48

Total

6,501

321

(225)

(38)

574

(2)

7,131

 

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

IT equipment

7

-

(2)

-

-

1

6

Buildings

17

-

-

-

-

1

18

 

24

-

(2)

-

-

2

24

Total

6,525

321

(227)

(38)

574

-

7,155

 

 

 

 

Parent Company

 

Balance at 6.30.2017

 

Balance at 12.31.2016

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,230

-

1,230

 

1,261

-

1,261

Buildings

2,341

(880)

1,461

 

2,555

(944)

1,611

Leasehold improvements

3,716

(1,535)

2,181

 

3,685

(1,459)

2,226

Machinery and equipment

2,363

(1,356)

1,007

 

2,345

(1,298)

1,047

Facilities

614

(283)

331

 

589

(270)

319

Furniture and fixtures

959

(585)

374

 

959

(563)

396

Vehicles

8

(6)

2

 

9

(6)

3

Construction in progress

121

-

121

 

113

-

113

Other

122

(82)

40

 

126

(81)

45

 

11,474

(4,727)

6,747

 

11,642

(4,621)

7,021

 

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

IT equipment

39

(34)

5

 

38

(33)

5

Buildings

39

(22)

17

 

41

(24)

17

 

78

(56)

22

 

79

(57)

22

Total

11,552

(4,783)

6,769

 

11,721

(4,678)

7,043

 

 

 

47


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment - Continued

 

Consolidated

 

Balance at 12.31.2016

Additions

Depreciation

Write-offs (**)

Transfers

Reclassification to Held For Sale (*)

Balance at 6.30.2017

Land

1,414

-

-

(31)

-

-

1,383

Buildings

1,856

26

(30)

(124)

33

-

1,761

Leasehold improvements

3,284

63

(120)

(52)

105

(8)

3,272

Machinery and equipment

1,340

51

(116)

(18)

64

(14)

1,307

Facilities

433

44

(22)

(7)

11

(1)

458

Furniture and fixtures

543

14

(39)

(5)

15

(4)

524

Vehicles

2

-

(1)

(6)

-

6

1

Construction in progress

204

216

-

(2)

(232)

(2)

184

Other

63

9

(11)

(2)

(2)

(1)

56

Total

9,139

423

(339)

(247)

(6)

(24)

8,946

 

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

Equipment

9

-

(1)

-

(1)

-

7

IT equipment

8

-

(1)

(1)

-

-

6

Furniture and fixtures

6

-

-

-

-

-

6

Buildings

20

-

-

-

-

-

20

 

43

-

(2)

(1)

(1)

-

39

Total

9,182

423

(341)

(248)

(7)

(24)

8,985

    (*) See note 31

    (**) The write-offs at rubric buildings refer to the sell of Distribution Centre.

 

 

 

 

Consolidated

 

Balance at 12.31.2015

Additions

Depreciation

Desconso-lidation

Write-offs

Transfers

Exchange rate changes

Balance at 6.30.2016

Land

1,464

-

-

-

-

14

-

1,478

Buildings

2,023

9

(32)

-

(1)

(107)

-

1,892

Leasehold improvements

3,675

77

(133)

(3)

(27)

197

-

3,786

Machinery and equipment

1,676

133

(142)

(1)

(18)

11

(1)

1,658

Facilities

422

22

(24)

(1)

(4)

6

-

421

Furniture and fixtures

701

44

(48)

-

(3)

4

-

698

Vehicles

75

-

(4)

-

(7)

-

-

64

Construction in progress

172

337

-

-

(9)

(117)

(1)

382

Other

97

15

(15)

(2)

(3)

(1)

-

91

Total

10,305

637

(398)

(7)

(72)

7

(2)

10,470

 

 

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

 

Equipment

13

-

(1)

-

-

-

-

12

IT equipment

31

1

(10)

-

-

-

-

22

Facilities

1

-

-

-

-

-

-

1

Furniture and fixtures

6

-

-

-

-

-

-

6

Buildings

21

-

-

-

-

-

-

21

 

72

1

(11)

-

-

-

-

62

Total

10,377

638

(409)

(7)

(72)

7

(2)

10,532

 

 

48


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

14.    Property and equipment – Continued

 

Consolidated

 

Balance at 6.30.2017

 

Balance at 12.31.2016

 

Cost

Accumulated depreciation

Net

 

Cost

Accumulated depreciation

Net

Land

1,383

-

1,383

 

1,414

-

1,414

Buildings

2,658

(897)

1,761

 

2,823

(967)

1,856

Leasehold improvements

5,019

(1,747)

3,272

 

4,926

(1,642)

3,284

Machinery and equipment

2,831

(1,524)

1,307

 

2,779

(1,439)

1,340

Facilities

767

(309)

458

 

723

(290)

433

Furniture and fixtures

1,170

(646)

524

 

1,159

(616)

543

Vehicles

8

(7)

1

 

8

(6)

2

Construction in progress

184

-

184

 

204

-

204

Other

169

(113)

56

 

168

(105)

63

 

14,189

(5,243)

8,946

 

14,204

(5,065)

9,139

 

 

 

 

 

 

 

 

Finance lease

 

 

 

 

 

 

 

Equipment

27

(20)

7

 

30

(21)

9

IT equipment

46

(40)

6

 

46

(38)

8

Facilities

1

(1)

-

 

1

(1)

-

Furniture and fixtures

15

(9)

6

 

14

(8)

6

Buildings

43

(23)

20

 

43

(23)

20

 

132

(93)

39

 

134

(91)

43

Total

14,321

(5,336)

8,985

 

14,338

(5,156)

9,182

14.1.   Capitalized borrowing costs

The consolidated borrowing costs for the six-month period ended June 30, 2017 were R$6 (R$6 for the six-month period ended June 30, 2016). The rate used to determine the borrowing costs eligible for capitalization was 102.21% of the CDI (104.50% of the CDI for the period ended June 30, 2016), corresponding to the effective interest rate on the Company’s borrowings.

14.2.   Additions to property and equipment

 

Parent Company

Consolidated

 

6.30.2017

6.30.2016

6.30.2017

6.30.2016

       

Additions

212

321

423

638

Finance lease

-

-

-

(1)

Capitalized interest

(3)

(3)

(6)

(6)

Property and equipment financing - Additions

(22)

(311)

(205)

(527)

Property and equipment financing - Payments

80

230

341

395

Total

267

237

553

499

 

14.    Property and equipment – Continued

 

49


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

14.3.   Other information

As at June 30, 2017, the Company and its subsidiaries recorded in cost of goods sold and services sold, the amount of R$23 (R$23 as at June 30, 2016) in parent company and R$26 (R$28 as at June 30, 2016) in consolidated related to the depreciation of its fleet of trucks, machinery, buildings and facilities of its distribution centers.

The Company monitored the plan for impairment test performed on December 31, 2016 and do not observed significatives gaps that been denote indicatives of loose or need for a new avaliation at June 30, 2017.

15.    Intangible assets

The detailed information on intangible assets was presented in the annual financial statements for 2016, in note 15.

 

Parent company

 

Balance at 12.31.2016

Additions

Amortization

Balance at 6.30.2017

Goodwill

501

-

-

501

Commercial rigths

46

-

-

46

Software and implementation

488

28

(43)

473

Software - capital leasing

158

-

(20)

138

Total

1,193

28

(63)

1,158

 

 

Consolidated

 

Balance at 12.31.2016

Additions

Amortization

Transfers

Assets held for sale and discontinued operations (*)

Balance at 6.30.2017

Goodwill

1,107

-

-

-

-

1,107

Brands

39

-

-

-

-

39

Commercial rigths

80

5

-

-

-

85

Software and implementation

523

46

(45)

7

(19)

512

Software - capital leasing

159

5

(20)

-

-

144

Total

1,908

56

(65)

7

(19)

1,887

(*) See note 31.

 

In the Parent Company, the balance of accumulated cost at June 30, 2017 is R$2,656 (R$2,631 at December 31, 2016) and of accumulated amortization R$1,498 (R$1,438 at December 31, 2016). In the Consolidated the balance of accumulated cost at June 30, 2017 is R$3,657 (R$3,614 at December 31, 2016) and of accumulated amortization R$1,770 (R$1,706 at December 31, 2016).

.

 

50


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

15.    Intangible assets – Continued

15.1.   Impairment testing of goodwill/brands and intangible assets without usefull life

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

The Company has not observed any significant changes that would indicate an impairment test for a new performed as at June 30, 2017.

15.2.   Additions to intangible assets for cash flow purposes

 

Parent Company

Consolidated

 

6.30.2017

6.30.2016

6.30.2017

6.30.2016

 

 

 

 

Additions

28

123

56

239

Finance lease

-

(79)

(5)

(79)

Intangible assets financing - Payments

4

2

69

2

Total

32

46

120

162

16.    Borrowings and financing

The detailed information on borrowings and financing was presented in the annual financial statements for 2016, in note 17.

16.1.   Debt breakdown

 

 

Parent Company

Consolidated

 

Weighted average rate

6.30.2017

12.31.2016

6.30.2017

12.31.2016

           

Debentures and promissory note

 

 

 

 

 

Debentures, net (note 16.4)

107% of CDI

931

939

931

939

Certificate of Agribusiness Receivables (note 16.4)

96.7% of CDI

2,116

1,017

2,116

1,017

Promissory note, net (note 16.4)

103.95% of CDI

-

530

-

530

Borrowing cost

 

(20)

(14)

(20)

(14)

   

3,027

2,472

3,027

2,472

 

 

 

 

 

 

Borrowings and financing

 

 

 

 

 

Local currency

 

 

 

 

 

BNDES

3.80% per year

8

8

48

51

Working capital

104.80% of CDI

281

1,129

281

1,302

Working capital

TR + 9.80% per year

20

21

131

135

Finance lease (note 21)

 

181

203

196

215

Swap contracts (note 16.7)

101.44% of CDI

(2)

(2)

(11)

(10)

Borrowing cost

 

(2)

(3)

(5)

(6)

 

 

486

1,356

640

1,687

 

 

 

 

 

 

Foreign currency (note 16.5)

 

 

 

 

 

Working capital

USD + 2.66% per year

803

1,360

1,135

1,361

Working capital

EURO + 1.55% per year

194

173

194

172

Swap contracts (note 16.7)

101.92% of CDI

85

177

79

177

 

 

1,082

1,710

1,408

1,710

Totalof borrowing and financing

 

4,595

5,538

5,075

5,869

 

 

 

 

 

 

Total current assets

 

42

-

49

-

Total non current assets

 

2

-

11

-

Total current liabilities

 

1,129

2,763

1,486

2,957

Total non current liabilities

 

3,510

2,775

3,649

2,912

 

51


 
 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

16.    Borrowings and financing

16.2.   Changes in borrowings

 

 

Parent Company

 

Consolidated

At December 31, 2016

5,538

 

5,869

Additions - working capital

1,868

 

4,708

Accrued interest

197

 

410

Accrued swap

38

 

74

Mark-to-market

13

 

12

Monetary and exchange rate changes

21

 

7

Borrowing cost

4

 

4

Interest paid

(491)

 

(761)

Payments

(2,468)

 

(5,403)

Swap paid

(125)

 

(226)

Liabilities related to assets held for sale and discontinued operations (note 31)

-

 

381

At June 30, 2017

4,595

 

5,075

 

 

Parent Company

 

Consolidated

At December 31, 2015

4,105

 

7,978

Additions – working capital

899

 

3,531

Additions – finance lease

79

 

82

Accrued interest

205

 

420

Accrued swap

565

 

869

Mark-to-market

(24)

 

(33)

Monetary and exchange rate changes

(459)

 

(701)

Borrowing cost

2

 

1

Interest paid

(121)

 

(300)

Payments

(339)

 

(2,816)

Swap paid

(9)

 

(23)

Incorporation

5

 

-

At June 30, 2016

4,908

 

9,008

 

16.3.   Maturity schedule of borrowings and financing including derivatives recorded in assets and noncurrent liabilities.

Year

Parent Company

 

Consolidated

1 to 2 years

851

 

860

2 to 3 years

2,592

 

2,603

3 to 4 years

38

 

46

4 to 5 years

4

 

12

After 5 years

36

 

133

Subtotal

3,521

 

3,654

 

 

 

 

Borrowing costs

(13)

 

(16)

Total

3,508

 

3,638

 

52


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

16.    Borrowings and financing – Continued

16.4.     Debentures, Promissory Note and Certificate of Agribusiness Receivables 

       

Date

   

Parent Company and Consolidated

 

Type

Issue Amount (in thousands)

Outstanding debentures

Issue

Maturity

Annual financial charges

Unit price (in thousands)

6.30.2017

12.31.2016

Parent Company

                 

12th Issue of Debentures – CBD

No preference

900,000

900,000

9/17/14

9/12/19

107.00% of CDI

1,034

931

939

13th Issue of Debentures – CBD and CRA

No preference

1,012,500

1,012,500

12/20/16

12/20/19

97.50% of CDI

1,002

1,015

1,017

14th Issue of Debentures – CBD and CRA

No preference

1,080,000

1,080,000

4/17/2017

4/13/2020

96.00% of CDI

1,019

1,101

-

2nd Issue of Promissory Note – CBD

No preference

500,000

200,000

08/01/16

01/30/17

108.00% of CDI

-

-

530

                   

Borrowing cost

             

(20)

(14)

Parent Company/Consolidated

             

3,027

2,472

Current liabilities

             

47

568

Noncurrent liabilities

             

2,980

1,904

On February 23, 2017 the board of directors approved an offer Certificate of Agribusiness Receivables (CRA) by Ápice Securitizadora, represented by debentures issued by the Company, no convertible in shares, unsecured, in a single series, with face value of  R$1,000.00 of 14° issue of the Company. The offer was coordinated by Banco Bradesco BBI S.A., Banco Safra S.A. and Banco BNP Paribas Brasil S.A., the total amount was R$1,080 and final remuneration of 96% of CDI after Bookbuilding procedures. The amount was available for the Company at April 17, 2017.

 

 

53


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

16.    Borrowings and financing – Continued

16.5.     Borrowings in foreign currencies

On June 30, 2017 GPA had loans in foreign currencies (dollar and euro) to strengthen its working capital, maintain its cash strategy, lengthen its debt profile and make investments, being the last due date in October, 2018

16.6.     Guarantees

The Company signed promissory notes for some borrowings agreements.

16.7.     Swap contracts

The Company uses swap transactions for 100% of its borrowings denominated in US dollars and fixed interest rates, exchanging these obligations for Real linked to CDI (floating) interest rates. These contracts have a total debt term and protect the interest and the principal and are signed, with the same due dates and with same counterparty. The weighted average annual rate of CDI as of June 2017 was 12.85% (14.09% at June 2016).

16.8.     Financial covenants

In connection with the debentures and promissory note and part of the transactions in borrowings in foreign currencies, GPA is required to maintain certain debt financial covenants. These ratios are calculated in each quarter based on consolidated financial statements of the Company prepared in accordance with accounting practices adopted in Brazil, as follows: (i) net debt (debt minus cash and cash equivalents and trade accounts receivable) not greater than equity and (ii) consolidated net debt/EBITDA ratio lower than or equal to 3.25. At June 30, 2017, GPA complied with these ratios.

 

 

 

 

54


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

17.    Financial instruments

The detailed information on financial instruments was presented in the annual financial statements for 2016, in note 18.

 

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

 

 

Parent Company

Consolidated

 

Carrying amount

Carrying amount

 

6.30.2017

12.31.2016

6.30.2017

12.31.2016

Financial assets:

       

Loans and receivables (including cash)

       

Cash and cash equivalents

1,739

4,496

2,366

5,112

Trade receivables and other receivables

627

588

1,222

1,281

Related parties - assets

499

359

19

17

Financial instruments – Fair value hedge

44

-

60

-

Financial liabilities:

 

 

 

 

Other financial liabilities - amortized cost

 

 

 

 

Related parties -liabilities

(626)

(510)

(160)

(147)

Trade payables

(3,320)

(5,091)

(5,172)

(7,232)

Financing for purchase of assets

(16)

(36)

(28)

(120)

Acquisition of non-controlling interest

-

-

-

(7)

Debentures

(3,027)

(2,472)

(3,027)

(2,472)

Borrowings and financing

(467)

(1,336)

(519)

(1,562)

Fair value through profit or loss

 

 

 

 

Loans and financing, including derivatives

(1,017)

(1,730)

(1,461)

(1,835)

Financial instruments – Fair Value Hedge (Liabilities)

(128)

-

(128)

-

The fair value of other financial instruments detailed in table above approximates the carrying amount based on the existing terms and conditions. The financial instruments measured at amortized cost, the related fair values of which differ from the carrying amounts, are disclosed in note 17.3.

 

17.1.     Considerations on risk factors that may affect the business of the Company and its subsidiaries

 

(i)      Capital risk management

The main objective of the Company’s capital management is to ensure that the Company sustains its credit rating and a well-defined equity ratio, in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments taking into account changes in the economic conditions.

There were no changes as to objectives, policies or processes during the period ended in June 30, 2017.

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

Cash and cash equivalents

1,739

4,496

 

2,366

5,112

Financial instruments – Fair value hedge

44

-

 

60

-

Borrowings and financing

(4,639)

(5,538)

 

(5,135)

(5,869)

Other liabilities with related parties (note 12.2 and 17.2) (*)

(147)

(149)

 

(147)

 

(149)

(*) Represents the trade payables’ balance of Greenyellow.

 

 

55


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

17.    Financial instruments - Continued

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

(ii)     Liquidity risk management

The Company manages liquidity risk through the daily follow-up of cash flows, control of maturities of financial assets and liabilities, and a close relationship with the main financial institutions.

The table below summarizes the aging profile of the Company’s financial liabilities as at June 30, 2017.

        17.1.1   Parent Company

 

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

955

377

13

1,345

Debentures and promissory note

269

3,404

-

3,673

Derivatives

106

39

-

145

Finance lease

54

155

154

363

Trade payables

3,320

-

-

3,320

Total

4,704

3,975

167

8,846

             

17.1.2 Consolidated

Up to 1 Year

1 – 5 years

More than 5 years

Total

Borrowings and financing

1,319

483

88

1,890

Debentures and promissory note

269

3,404

-

3,673

Derivatives

127

35

(1)

161

Finance lease

60

329

-

389

Trade payables

5,172

-

-

5,172

Total

6,947

4,251

87

11,285

 

(iii)    Derivative financial instruments

 

 

 

Consolidated

 

 

Notional value

 

Fair value

 

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

Swap with hedge

 

 

 

 

 

 

Purpose of hedge (debt)

 

1,513

1,768

 

1,461

1,666

 

 

 

 

 

 

 

Long position (buy)

 

 

 

 

 

 

Prefixed rate

TR+9.80% per year

122

127

 

131

134

US$ + fixed

2.66% per year

1,171

1,421

 

1,135

1,362

EUR + fixed

2.28% per year

220

220

 

194

176

 

 

1,513

1,768

 

1,460

1,672

Short position (sell)

 

 

 

 

 

 

 

101.87% per year

(1,513)

(1,768)

 

(1,528)

(1,839)

Net hedge position

 

-

-

 

(68)

(167)

 

 

56


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

17.    Financial instruments – Continued

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

(iii)   Derivative financial instruments - continued

 

Realized and unrealized gains and losses on these contracts during the six-month period ended June 30, 2017 are recorded in financial income (expenses), net and the balance payable at fair value is R$68 (balance payable of R$167 as at December 31, 2016), recorded in line item  “Borrowings and financing”.

The effects of the fair value hedge recorded in the Statement of Operations for the period ended June 30, 2017 were a gain of R$95 (gain of R$683 as at June 30, 2016).

17.2.     Sensitivity analysis of financial instruments

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

 

For the probable scenario, exchange weighted average rate was R$3.49 on the due date, and the interest rate weighted was 9.18% per year.

 

(i)      Other financial instruments

 

       

Market projection

Operations

Risk (CDI increase)

Balance at 6.30.2017

 

Scenario I

 

Scenario II

 

Scenario III

   

 

 

 

 

 

 

 

Pre fixed swap (liabilities)

101.40% of CDI

(120)

 

(187)

 

(191)

 

(195)

Exchange rate swap (liabilities)

101.92% of CDI

(1,408)

 

(1,759)

 

(1,778)

 

(1,793)

Debentures

107% of CDI

(931)

 

(1,018)

 

(1,040)

 

(1,062)

1st Emission - CRA

97.50% of CDI

(1,016)

 

(1,119)

 

(1,145)

 

(1,171)

2nd Emission - CRA

96.00% of CDI

(1,102)

 

(1,220)

 

(1,249)

 

(1,279)

Bank loans - CBD

104.80% of CDI

(281)

 

(308)

 

(314)

 

(321)

Leases

100.19% of CDI

(66)

 

(72)

 

(73)

 

(75)

Leases

95.31% of CDI

(75)

 

(83)

 

(85)

 

(87)

Leases

100.00% of CDI

(7)

 

(7)

 

(7)

 

(8)

Net exposure

 

(5,006)

 

(5,773)

 

(5,882)

 

(5,991)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (*)

 

98.63% of CDI

2,198

 

2,397

 

2,447

 

2,496

Net exposure

 

(2,808)

 

(3,376)

 

(3,435)

 

(3,495)

Net effect - loss

 

 

 

(568)

 

(627)

 

(687)

(*) weighted average

               

 

 

 

 

57


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

17.    Financial instruments – Continued

17.2.Sensitivity analysis of financial instruments - Continued

In addition the Company has the following transaction that do not represent significant risks for sensitive test:

 

§   The Company has a net exposure (between foreign suppliers and cash applied abroad) of US$4 million American dollars and €3 million euros, besides the negative investment balance at foreigner subsidiaries at €23 million euros. The Company management do not prepared the sensitivity analyses related to cambial exposition because understand that the involving amounts there are no representative.

 

§   The Company has accounts payable to Greenyellow of R$147, referring to the acquisition of property aiming the energy efficiency of the Company. The payment will occur in 96 instalments with pre-fixed interest of 9% per year.

17.3.      Fair value measurements

The Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which differ from the carrying amount, in accordance with CPC 46 (“IFRS13”), which refer to the concepts of measurement and disclosure requirements.

The fair values of cash and cash equivalents, trade receivables, short and long-term debt and trade payables are equivalent to their carrying amounts.

The table below presents the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost, the fair value of which is disclosed in the financial statements:

 

Carrying amount at 6.30.2017

Fair value at

6.30.2017

(*) Level

Financial instruments at fair value through profit (loss)

   

Cross-currency interest rate swaps

(80)

(80)

2

Interest rate swaps

11

11

2

Borrowings and financing (fair value)

(1,460)

(1,460)

2

Borrowings and financing (amortized cost)

(3,546)

(3,505)

2

Total

(5,075)

(5,034)

 

(*) Level 2: Fair value measurement at the end of the reporting period using other significant observable assumptions.

There were no changes between the fair value measurements levels in the six-month period ended June 30, 2017.

Cross-currency and interest rate swaps and borrowings and financing are classified in level 2 since the fair value of such financial instruments was determined based on readily observable market inputs, such as expected interest rate and current and future foreign exchange rate.

 

 

58


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

17.    Financial instruments – Continued

17.4.      Consolidated position of derivative transactions

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

 

Outstanding

       

Amount payable or receivable

Fair value

Description

Counterparties

Notional value

Contracting date

Maturity

6.30.2017

12.31.2016

6.30.2017

12.31.2016

Exchange swaps registered with CETIP (US$ x CDI)

               

 

Banco Tokyo

US$ 75

1/14/2014

1/10/2017

-

61

-

59

 

Mizuho

US$ 50

10/31/2014

10/31/2017

41

38

42

37

 

Bank of America

US$ 40

9/14/2015

9/14/2017

(24)

(26)

(23)

(25)

 

Banco Tokyo

US$ 50

7/31/2015

7/31/2017

(3)

(6)

(2)

(6)

 

Scotiabank

US$ 50

9/30/2015

9/29/2017

(37)

(39)

(35)

(37)

 

Agricole

EUR 50

10/7/2015

10/8/2018

(36)

(54)

(26)

(42)

 

Itaú BBA

US$ 50

10/27/2015

1/17/2017

-

(60)

-

(61)

 

Bradesco

US$ 50

3/3/2016

3/6/2017

-

(53)

-

(54)

 

Scotiabank

US$ 50

1/15/2016

1/16/2018

(45)

(50)

(42)

(47)

 

Banco Tokyo

US$ 100

1/20/2017

1/19/2018

5

-

7

-

Interest rate swap registered with CETIP (pre-fixed rate x CDI)

               
 

Itaú BBA

R$ 21

11/11/2014

11/5/2026

1

1

2

2

 

Itaú BBA

R$ 54

1/14/2015

1/5/2027

2

1

4

3

 

Itaú BBA

R$ 52

5/26/2015

5/5/2027

2

2

5

4

         

(94)

(185)

(68)

(167)

 

 

 

59


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

18.    Taxes and contributions payable and taxes payable in installments

The detailed information on taxes and contributions payable and taxes payable in installments was presented in the annual financial statements for 2016, in note 19.

18.1.   Taxes and contributions payable and taxes payable in installments

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

           

PIS and COFINS

19

46

 

22

49

Provision for income tax and social contribution

32

-

 

169

10

ICMS

39

48

 

54

75

Withholding Income Tax

-

-

 

-

22

Instalment taxes - PERT

268

-

 

268

-

INSS

8

8

 

9

9

Taxes payable in installments - Law 11.941/09

600

621

 

600

624

Others

4

6

 

6

5

 

970

729

 

1,128

794

 

 

 

 

 

 

Current

205

189

 

363

254

Noncurrent

765

540

 

765

540

18.2.   Maturity schedule of taxes payable in installments is as follows:

Noncurrent

Parent Company

and Consolidated

1 to 2 years

51

2 to 3 years

86

3 to 4 years

86

4 to 5 years

86

After 5 years

456

 

765

 

The Company decided to include federal tax debts in the Special Program on Tax Settlements – PERT, as per the conditions stablished on the provisional penalties measure no. 783, issued on May 31, 2017. The program allows the payment in monthly installments, and grants reductions in the amounts levied of Interest and penalties. The Company included tax debts accrued related to (i) tax assessments over purchase transactions, manufacturing and exports sales of soil beans (PIS/COFINS), (ii) non-validation of tax offsets (IRPJ, PIS/COFINS); and other tax debts previously classified as possible risks related mainly to CPMF and other claims.

 

The impacts in the income statement of the continued activities related to the decision to adhere to the program amount R$183, net of the benefits given by the program.

 

60


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

19.    Income tax and social contribution

The detailed information on income tax and social contribution was presented in the annual financial statements for 2016, in note 20.

19.1.   Income and social contribution tax expense reconciliation

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

           

Profit before income tax and social contribution

355

(365)

 

398

(91)

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

(89)

91

 

(130)

23

Tax penalties

(12)

(7)

 

(12)

(14)

Share of profit of subsidiaries and associates

60

(23)

 

(6)

11

Other permanent differences (nondeductible)

-

6

 

6

(4)

Effective income tax and social contribution

(41)

67

 

(142)

16

 

 

 

 

 

 

Income tax and social contribution for the period:

 

 

 

 

 

Current

(38)

(3)

 

(201)

(57)

Deferred

(3)

70

 

59

73

Deferred income tax and social contribution expense

(41)

67

 

(142)

16

Effective rate

11.55%

18.36%

 

35.68%

17.58%

 

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

 

The Company (or the Group) calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. Such policy is in accordance with IAS 34 / CPC 21 (R1). This rule requests the companies recognize the income tax expense in its interim statements with the same base used in the complete annual financial statement.

 

19.2.   Breakdown of deferred income tax and social contribution

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

 

 

 

 

 

Tax losses

15

32

 

32

112

Provision for risks

265

251

 

503

347

Provision for derivative transactions taxed on a cash basis

(2)

 

(18)

 

9

 

(5)

Estimated loss on doubtful accounts

2

2

 

2

2

Provision for current expenses

9

11

 

15

23

Goodwill tax amortization

(46)

(37)

 

(552)

(531)

Present value adjustment

1

1

 

1

1

Lease adjustment

5

7

 

-

2

Mark-to-market adjustment

(3)

(6)

 

(4)

(8)

Technological innovation – future realization

(14)

(16)

 

(14)

(16)

Depreciation of fixed assets as per tax rates

(88)

(80)

 

(88)

(81)

Other

8

8

 

8

7

Deferred income tax and social contribution

152

155

 

(88)

(147)

 

 

 

 

 

 

Noncurrent assets

152

155

 

170

170

Noncurrent liabilities

-

-

 

(258)

(317)

Deferred Income tax and social contribution

152

155

 

(88)

(147)

 

61


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

19.    Income tax and social contribution - continued

19.2.  Breakdown of deferred income tax and social contribution – Continued

The Company estimates to recover these deferred tax assets as follows:

Year

Parent Company

Consolidated

Up to 1 year

52

97

1 to 2 years

75

57

2 to 3 years

25

16

 

152

170

19.3.   Changes in deferred income tax and social contribution balances

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

At the beginning of the period

155

49

 

(147)

(778)

Expense for the period – Continued activities

(3)

70

 

59

73

Expense for the period – Discontinued activities

-

-

 

125

(6)

Exchange rate variation

-

-

 

-

(8)

Special program on tax settlements – PERT – Discontinued activities

-

-

 

(89)

-

Assets held for sale and discontinued operations (note 31)

-

-

 

(36)

-

Other

-

-

 

-

(9)

At the end of the period

152

119

 

(88)

(728)

 

20. Provision for risks

The provision for risks is estimated by the Company’s management, supported by its legal counsel. The provision was recognized in an amount considered sufficient to cover probable losses.

20.1. Parent Company

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balances at December 31, 2016

109

428

254

80

20

891

Additions

25

16

64

18

14

137

Payments

-

-

(20)

(4)

(3)

(27)

Reversals

(50)

(42)

(29)

(20)

(5)

(146)

Transfer to instalments taxes

-

(89)

-

-

-

(89)

Inflation adjustment

(18)

1

17

6

2

8

Balances at June 30, 2017

66

314

286

80

28

774

 

 

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balances at December 31, 2015

63

187

152

71

17

490

Additions

14

75

57

19

12

177

Payments

-

-

(11)

(4)

(4)

(19)

Reversals

-

(3)

(3)

(15)

(6)

(27)

Inflation adjustment

5

13

8

8

2

36

Balances at June 30, 2016

82

272

203

79

21

657

 

62


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for risks – Continued

20.2. Consolidated

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2016

148

586

302

109

32

1,177

Additions

146

21

311

64

30

572

Payments

(15)

(23)

(114)

(26)

(6)

(184)

Reversals

(89)

(64)

(56)

(46)

(18)

(273)

Transfer to instalments taxes

-

(89)

-

-

-

(89)

Inflation adjustment

(30)

16

58

10

3

57

Liabilities related to assets held for sale and discontinued operations (note 31)

(95)

17

(162)

(5)

1

(244)

Balance at June 30, 2017

65

464

339

106

42

1,016

             

 

 

PIS/COFINS

Taxes and other

Social security and labor

Civil

Regulatory

Total

Balance at December 31, 2015

103

414

597

248

34

1,396

Additions

57

150

280

122

19

628

Payments

-

-

(103)

(51)

(7)

(161)

Reversals

(4)

(11)

(60)

(65)

(11)

(151)

Inflation adjustment

7

18

32

21

4

82

Exchange rate changes

-

(2)

(2)

(6)

-

(10)

Balance at June 30, 2016

163

569

744

269

39

1,784

 

20.3. Tax

As per prevailing legislation, tax claims are subject to monetary indexation, which refers to an adjustment to the provision for tax risks according to the indexation rates used by each tax jurisdiction. Both the interest charges and fines, when applicable, were computed and provisioned with respect to unpaid amounts.

The main provisioned tax claims are as follows:

20.3.1.     COFINS and PIS

Since the adoption of the noncumulative regime to calculate PIS and COFINS, Company and its subsidiaries have challenged the right to deduct ICMS from the calculation basis for both contributions. On March 15, 2017, STF ruled that ICMS should be excluded from the calculation basis of PIS/Cofins, in accordance to the thesis pleaded by the Company. Based on the judgement of the thesis by the STF (Federal Supreme court)  and on the legal opinion of its advisors, the Company understood that it a disbursement of cash,  related to the values not paid in previous periods, is not probable and reversed the provision of R$117 on the first quarter.

 

This decision of the STF is still pending of the disclosure of the written sentence and analysis by this court of the potential recourses over the timing of application of the decision. The Company and its advisors estimate that the decision related to the application of the effects will not limit the right of the judicial claim proposed by the Company, nevertheless, the elements of the process still pendings of decision do not allow the recognition of the asset related to the credits to be measured since the Company started the claim in 2003. According to the preliminary evaluation, based on the available information on June 30, 2017, the Company estimates the potential tax credit for the retail activity in a range from R$1,300 to R$1,850. At this moment the calculation for the Cash & Carry activity is not completed.

 

 

63


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.  Provision for risks - Continued

 

20.3.     Tax - Continued

20.3.1.     COFINS and PIS - Continued

As disclosed in Via Varejo’s interim financial statements of June 30, 2017, the tax credits for this subsidiary, classified as discontinued operations, were estimated approximately R$670.

 

Related to remainder accrued amount the others assumptions like discussions related to PIS and COFINS, not certified of compenssations, including less relevant amounts, as at June 30, 2017 is R$160, being R$65 of continued operation and R$95 of discontinued operations (R$204 as at December 31, 2016, being R$148 of continued operation and R$56 of discontinued operations).

 

20.3.2.     Tax

The Company and its subsidiaries have other tax claims, which after analysis by its legal counsel, were considered as probable losses and accrued by the Company. These refer to: (i) tax assessment notices related to purchase, industrialization and sale of soybean and byproducts exports (PIS, COFINS and IRPJ); (ii) challenge on the non-application of the Accident Prevention Factor - FAP for 2011; (iii) challenge on the Poverty Fighting Fund established by the Rio de Janeiro State Government; (iv) challenges on purchases from suppliers considered not qualified in the State Finance Department registry, error in application of rate and accessory obligations by State tax authorities; (v) no approval on tax compensations; and (vi) other less relevant issues.

The amount accrued for these matters as at June 30, 2017 is R$100, being R$117 of continued operation and R$(17) of discontinued operations (R$408 as at December 31, 2016, being R$356 of continued operation and R$52 of discontinued operations).

ICMS

The Federal Supreme Court ("STF") on October 16, 2014 decided that ICMS taxpayers that trade products included in the “basked of food staples” have no right to fully utilize the ICMS credits. The Company, with the assistance of its legal counsel, decided that it would be an appropriate procedure to record a provision for this matter amounting to R$150 as at June 30, 2017 (R$153 as at December 31, 2016) since this claim is considered a “probable” loss. The amounts accrued represent Management’s best estimate of the probable cash disbursement to settle this claim.

Additionally, among the contingent liabilities not accrued there are cases assessed by São Paulo State tax authorities related to the refund of ICMS over tax substitution without proper compliance with accessory tax obligations introduced by CAT Administrative Rule 17. Considering the court judgments occurred in 2016 the Company accrued R$141 related to Management estimative of probable loss, related to proof aspect of the process.

 

 

64


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for risks - Continued

 

20.3. Tax - Continued

20.3.3.     Supplementary Law 110/2001

The Company claims in court the eligibility to not pay the contributions provided for by Supplementary Law 110/01, referring to the FGTS (Government Severance Indemnity Fund for Employees) costs. The accrued amount as at June 30, 2017 is R$56 (R$77 as at December 31, 2016).

20.3.4.     Others contingent tax liabilities - Via Varejo

Provisions for contingent tax liabilities were recorded as a result of the business combination with Via Varejo, as required by CPC 15(R1) (IFRS 3). As at June 30, 2017, the recorded amount related to contingent tax liabilities is R$92 (R$89 as at December 31, 2016). These accrued claims refer to administrative proceedings related to the offset of tax debts against credits from the contribution levied on coffee exports.

20.3.5.     Others contingent tax liabilities - Bartira

On the third quarter 2016, the Company reversed most of its contingencies arising from business combination of Bartira recorded in 2013. The amount reversed is composed for R$6 of tax contingence and R$11 of labor contingence, totalizing R$17. The remaining balance at June 30, 2017 is R$1 (R$1 at December 31, 2016).

20.4. Labor

The Company and its subsidiaries are parties to various labor lawsuits mainly due to termination of employees in the ordinary course of business. At June 30, 2017, the Company recorded a provision amount of R$501, being R$339 for continued operation and R$162 for discontinued operations (R$950 as at December 31, 2016, being R$302 for continued operation and R$648 for discontinued operations) related to the potential risk of loss on these lawsuits. Management, with the assistance of its legal counsel, assesses these claims recording a provision for losses when reasonably estimable, based on past experiences in relation to the amounts claimed.

20.5. Civil and others

The Company and its subsidiaries are parties to civil lawsuits at several court levels (indemnities and collections, among others) and at different courts. The Company’s management records provisions in amounts considered sufficient to cover unfavorable court decisions, when its legal counsel considers the loss as probable.

Among these lawsuits, we point out the following:

·       The Company and its subsidiaries are parties to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company recognizes a provision for the difference between the amount originally paid by the stores and the amounts pleaded by the adverse party (owner of the property) in the lawsuit, when internal and external legal counsel consider that it is probable that the actually rent amount will be changed by the entity. As at June 30, 2017, the amount accrued for these lawsuits is R$64, being R$62 for continued operation and R$2 for discontinued operations (R$121 as at December 31, 2016, being R$49 of continued operation and R$72 for discontinued operations), for which there are no escrow deposits.

 

65


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for risks – Continued

20.5. Civil and others - continued

·       Company and its subsidiaries answer to legal claims related to penalties applied by regulatory agencies, from the federal, state and municipal administrations, among which Consumer Protection Agencies (Procon) , National Institute of Metrology, Standardization and Industrial Quality (INMETRO) and Municipalities. Company supported by its legal counsel, revises that claims, recording a provision according to probable cash expending and estimative of loss. As at June 30, 2017 the amount of this provision is R$43, being R$42 for continued activities and R$1 for discontinued activities (R$39 at December 31, 2016, being R$32 for continued operations and R$7 for discontinued operations).

·       The subsidiary Via Varejo is a party to lawsuits involving consumer relationship rights (civil actions and assessments from PROCON) and lawsuits involving contracts terminated with suppliers and the amount claimed in these lawsuits was R$97 as at June 30, 2017 (R$58 as at December 31, 2016).

Total civil lawsuits and others as at June 30, 2017 amount to R$153, being R$148 for continued activities and R$5 for discontinued activities (R$343 as at December 31, 2016, being R$141 for continued operation and R$202 for discontinued operations).

20.6. Non-accrued contingent liabilities

The Company has other litigations which have been analyzed by the legal counsel and considered as possible, therefore, have not been accrued. In this process, there are litigations related to charges of differences in IRPJ payment, for which the Company, based on management and legal assessment, has the right of compensation from its former and actual shareholders, supposedly due related to years from 2007 to 2013, under allegation that had improper deduction of goodwill amortizations paid. The involved amount is R$1,193 in June 30, 2017 (R$1,141 in December 31, 2016), classified at possible loss and exist other part classified at remote loss. Additionally, the possible litigations balance without compensation is an updated amount of R$12,080, being R$10,545 for continued activities and R$1,535 for discontinued activities at June 30, 2017 (R$12,221 in December 31, 2016, being R$10,736 for continued operation and R$1,485 for discontinued operations), and are principally related to:

·       INSS (Social Security Contribution) – GPA was assessed for non-levy of payroll charges on benefits granted to its employees, among other matters, for which possible loss amounts to R$431, being R$398 for continued operation and R$33 for as at June 30, 2017 (R$421 at December 31, 2016, being R$389 for continued operation and R$32 for discontinued operations). The lawsuits are under administrative and court discussions.

·       IRPJ, withholding income tax - IRRF, CSLL, tax on financial transactions - IOF, withholding income tax on net income, ILL – GPA has several assessment notices regarding offsetting proceedings, rules on the deductibility of provisions, payment divergences and overpayments; fine for failure to comply with accessory obligations, among other less significant taxes. Among those claims, there are one tax assessment related to the tax deduction of goodwill in the years of 2012 and 2013, originated by the acquisition of Ponto Frio (goodwill Mandala) accrued in the year of 2009. The restated amount of the assessment notice correspond to R$82 of income tax and social contribution (R$79 at December 31, 2016). The lawsuits await administrative and court ruling. The amount involved is R$1,238, being R$1,103 for continued operation and R$135 for discontinued activities as June 30, 2017 (R$1,192 at December 31, 2016, being 1,052 for continued operation and R$140 for discontinued operations).

 

66


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for risks – Continued

20.6. Non-accrued contingent liabilities - continued

·       COFINS, PIS, provisional contribution on financial transactions – CPMF and IPI – the Company has been challenged about offsets of COFINS and PIS against IPI credits – inputs subject to zero rate or exempt – acquired from third parties with a final and un-appeal decision, other requests for offset, disallowance of COFINS and PIS credits on one-phase products, among other less significant taxes. The amount involved in these assessments is R$2,334, being R$1,903 for continued activities and R$431 for discontinued activities at June 30, 2017 (R$2,532 at December 31, 2016, being R$2,140 for continued operation and R$392 for discontinued operations). The Company recognized the effects of PERT and will perform the subscription on August 2017. The subjects are related to the claims of CPMF, PIS/COFINS and others subjects wuth less expression, totaling R$344.

·       ICMS – GPA received tax assessment notices by the State tax authorities regarding: (i) utilization of electric energy credits; (ii) purchases from suppliers considered not qualified in the State Finance Department registry; (iii) levied on its own operation of merchandise purchase (own ICMS)) – article 271 of ICMS by-law; (iv) resulting from sale of extended warranty, (v) resulting from financed sales; and (vi) among other matters. The total amount of these assessments is R$7,095, being R$6,449 for continued activities and R$646 for discontinued activities as June 30, 2017 (R$6,832 as at December 31, 2016, being 6,269 for continued operation and R$563 for discontinued operations), which await a final decision at the administrative and court levels.

·       Municipal service tax - ISS, Municipal Real Estate Tax (“IPTU”), Fees, and others – these refer to assessments on withholdings of third parties, IPTU payment divergences, fines for failure to comply with accessory obligations, ISS – reimbursement of advertising expenses and sundry taxes, in the amount of R$304, being R$175 for continued activities and R$129 for discontinued activities as June 30, 2017 (R$292 at December 31, 2016, being R$165 for continued operation and R$127 for discontinued operations), which await decision at the administrative and court levels.

·       Other litigations – these refer to administrative proceedings and lawsuits in which the Company pleads the renewal of rental agreements and setting of rents according to market values and actions in the civil court, special civil court, Consumer Protection Agency  - PROCON (in many States), Institute of Weights and Measure - IPEM, National Institute of Metrology, Standardization and Industrial Quality - INMETRO and National Health Surveillance Agency - ANVISA, among others, amounting to R$678, being R$517 for continued activities and R$161 for discontinued activities at June 30, 2017 (R$953 at December 31, 2016, being R$722 for continued operation and R$231 for discontinued operations).

The Company engages external attorneys to represent it in the tax assessments received, whose fees are contingent upon a percentage to be applied to the amount of success in the final outcome of these lawsuits. This percentage may vary according to qualitative and quantitative factors of each claim, and as at June 30, 2017 the estimated amount, in case of success in all lawsuits, is approximately R$206, being R$189 for continued activities and R$17 for discontinued activities (R$168, being R$155 of continued operation and R$13 of discontinued operations at December 31, 2016).

 

 

67


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

20.    Provision for risks – Continued

20.7. Restricted deposits for legal proceedings

The Company is challenging the payment of certain taxes, contributions and labor-related obligations and has made court restricted deposits in the corresponding amounts, as well as escrow deposits related to the provision for legal proceedings.

The Company has recorded judicial deposits in the assets.

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

 

         

Tax

129

120

 

193

181

Labor

428

383

 

473

414

Civil and other

21

17

 

30

26

Regulatory

15

14

 

42

40

Total

593

534

 

738

661

20.8. Guarantees

Judicial deposits

Real estate

Guarantee

Total

Tax

855

6,822

7,677

Labor

3

58

61

Civil and other

-

131

131

Regulatory

9

143

152

Total

867

7,154

8,021

 

The cost of guarantees is approximately 0.89% of the amount of the lawsuits and is recorded as expense by the passage of time.

 

20.9. Share of Cnova N.V. minorities

The associate Cnova N.V., some of its former and current directors, and the underwriters of Cnova’s initial public offering, or IPO, have been named as defendants in a lawsuit at South District Court of New York – United States, related to the internal revision, concluded in July 22, 2016, conducted by Cnova N.V., Cnova Brasil and consultants. As result of this lawsuit, Cnova N.V., could incur in expenses (including, no limitted, legal fees and others fees of consultants and obligation to indemnify some old and actual directors, and the subscribers of the share public offer that are, or can be part, or involving this subject). The Company and its subsidiary Cnova are unable, at this moment, even if insurances policies for such claims have been activated, to predict the extension of potential responsibility in these subjects, including, if any, parallel lawsuit that can be taking by Securities and Exchange Commission as result of the facts of this subject or of internal investigation conducted by Cnova N.V., Cnova Brasil and its advisors.

 

 

68


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

21.    Leasing transactions

21.1.     Operating lease

(i)     Minumum rental payments on the agreement termination date

The Company analyzed and concluded that the rental agreements are cancelable over their duration. In case of termination, minimum payments will be due as a termination fee, which can vary from 1 to 12 months of rental or a fixed percentage of the contractual balance.

 

Parent Company

 

Consolidated

 

6.30.2017

 

6.30.2017

Minimum rental payments

 

 

 

Minimum payments on the termination date

334

 

367

 Total

334

 

367

(ii)    Contingent payments

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

 

Parent Company

 

Consolidated

Expenses(Income) for the period

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

Contingent payments

235

111

 

252

162

Non contingent payments

123

164

 

202

229

Sublease rentals (*)

(78)

(67)

 

(81)

(78)

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

21.2.   Finance lease

Finance lease agreements amounted to R$196 as at June 30, 2017 (R$215 as at December 31, 2016), as shown in the table below:

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

Financial lease liability –minimum rental payments:

         

Up to 1 year

39

38

 

43

41

1 - 5 years

116

138

 

124

144

Over 5 years

26

27

 

29

30

Present value of finance lease agreements

181

203

 

196

215

           

Future financing charges

182

195

 

193

207

Gross amount of finance lease agreements

363

398

 

389

422

 

 

 

69


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

22.    Deferred revenue

The Company and its subsidiary Via Varejo received in advance amounts from business partners on exclusivity in the intermediation of additional or extended warranties services, and the subsidiary Barcelona received in advance amounts for the rental of back lights for exhibition of products from its suppliers.

The detailed information on deferred revenue was presented in the annual financial statements for 2016, in note 24.

 

 

Parent Company

 

Consolidated

 

6.30.2017

12.31.2016

 

6.30.2017

12.31.2016

         

Additional or extended warranties

32

35

 

32

35

Barter agreement

-

-

 

6

12

Services agreement - Allpark

13

15

 

13

15

Back lights

-

-

 

47

85

Future revenue term (*)

-

100

 

-

100

Others

-

1

 

-

1

 

45

151

 

98

248

 

 

 

 

 

Current

26

127

 

79

224

Noncurrent

19

24

 

19

24

(*) Related to the sell of distribution centre, that was full received in May 2017.

23.    Shareholders’ equity

 

The detailed information on shareholders’ equity was presented in the annual financial statements for 2016, in note 25.

 

23.1.   Capital stock

The subscribed and paid-up capital as at June 30, 2017 is represented by 266,248 (266,076 as at December 31, 2016) in thousands of registered shares with no par value, of which 99,680 in thousands of common shares as at June 30, 2017 (99,680 as at December 31, 2016) and 166,568 in thousands of preferred shares as at June 30, 2017 (166,396 as at December 31, 2016).

The Company is authorized to increase its capital stock up to the limit of 400,000 (in thousands of shares), regardless of any amendment to the Company’s Bylaws, upon resolution of the Board of Directors, which will establish the issue conditions.

·         At the Board of Directors’ Meetings held on February 23, 2017, March 23, 2017 and April 27, 2017, were approved capital increases in the amount R$7 (R$5 on December 31, 2016) through  the issue of 172 thousands preferred shares (374 thousands of preferred shares on December 31,2016).

 

 

 

 

70


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

23.    Shareholders’ equity

 

23.2.   Stock option plan for preferred shares

Consolidated information, stock option plans - GPA

 

The Company granted 1,073,192 purchase options of preffered shares, denominated B4 and C4 series, as the remuneration plan and option plan approved by the shareholders meeting on May 4, 2014. The plan regulation is describe in note 25.5 of the annual financial statements for 2016.

 

The fair value of each option granted is estimated on the granted date, by using the options pricing model “Black&Scholes” taking into account the following assumptions for the series B4 and C4: (a) expectation of dividends of 0.57%, (b) expectation of volatility of nearly 35.19% and (c) the weighted average interest rate without risk of 9.28% and 10.07%; (d) vesting period of 18 to 36 months

 

 

 

 

 

Price

Loto f shares

Series granted

Grant date

1st date of exercise 

Expiration date

At the grant date

End of the year

Number of shares granted

(in thousands)

Exercised

Not exercised by dismissal

Total in effect

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2017

 

 

 

 

 

 

Series B1

5/30/2014

6/01/2017

11/30/2017

0.01

0.01

239

(28)

(59)

152

Series C1

5/30/2014

6/01/2017

11/30/2017

83.22

83.22

239

(11)

(88)

140

Series B2

5/29/2015

6/01/2018

11/30/2018

0.01

0.01

337

(77)

(36)

224

Series C2

5/29/2015

6/01/2018

11/30/2018

77.27

77.27

337

-

(68)

269

Series B3

5/30/2016

5/30/2019

11/30/2019

0.01

0.01

823

(168)

(34)

621

Series C3

5/30/2016

5/30/2019

11/30/2019

37.21

37.21

823

(10)

(36)

777

Series B4

5/31/2017

5/31/2020

11/30/2020

0.01

0.01

537

-

(7)

530

Series C4

5/31/2017

5/31/2020

11/30/2020

56.78

56.78

537

-

(7)

530

 

 

 

 

 

 

3,872

(294)

(335)

3,243

.

 

The movimentation of the quantity of exercised options, the weighted average of the exercise price, and the weighted average of the remaining term are presented at the chart bellow:

 

 

Shares

Weighted average of exercise price

Weighted average of remaining contractual term

 

 

 

 

in thousands

R$

 

Total to be exercised at December 31, 2016

2,394

29.21

1.84

 

 

 

Cancelled during the year

1,073

28.40

 

Expired during the year

(52)

39.88

 

Exercised during the year

(172)

38.64

 

Total to be exercised at June 30, 2017

3,243

28.37

1.91

 

The weighted average of the provided options’ fair value at June 30, 2017 were R$43.40 (R$43.06 at the December 31, 2016).

 

The recorded amounts at the Parent Company and Consolidated’s statement of operations at the June 30, 2017 were R$14 (R$7 at June 30, 2016).

 

 

 

71


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

 

23.    Shareholders’ equity - Continued

 

23.3.   Cumulative other comprehensive income

Cumulative other comprehensive income refers to: (i) Cumulative Translation Reserve, corresponding to cumulative effect of exchange gains and losses on the translation of assets, liabilities and operations in Brazilian Real, corresponding to the investment of CBD in subsidiary Cdiscount. At June 30, 2017 there was effect of R$8 on Parent Company and there was not for non-controlling (R$88 in Parent Company and R$146 for non-controlling on December 31, 2016).

 

 

24.    Net sales of goods and/or services      

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

Gross sales:

         

Goods

13,948

12,903

 

23,146

21,402

Services rendered

172

129

 

174

146

Sales returns and cancellations

(250)

(222)

 

(267)

(266)

 

 

 

 

 

 

 

13,870

12,810

 

23,053

21,282

 

 

 

 

 

 

Taxes

(1,071)

(1,010)

 

(1,838)

(1,659)

 

 

 

 

 

 

Net sales

12,799

11,800

 

21,215

19,623

 

25.    Expenses by nature       

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

 

 

 

 

 

Cost of inventories

(8,199)

(7,998)

 

(15,248)

(14,368)

Personnel expenses

(1,761)

(1,604)

 

(2,271)

(2,146)

Outsourced services

(255)

(188)

 

(305)

(278)

Functional expenses

(961)

(862)

 

(1,196)

(1,180)

Commercial expenses

(371)

(364)

 

(483)

(493)

Other expenses

(239)

(192)

 

(267)

(257)

 

(11,786)

(11,208)

 

(19,770)

(18,722)

 

 

 

 

 

 

Cost of sales

(8,846)

(8,564)

 

(15,982)

(15,049)

Selling expenses

(2,584)

(2,351)

 

(3,329)

(3,244)

General and administrative expenses

(356)

(293)

 

(459)

(429)

 

(11,786)

(11,208)

 

(19,770)

(18,722)

 

72


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

26.    Other operating income (expenses), net

           
 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

 

 

 

 

 

 

Taxes installments and risk

(180)

(151)

 

(155)

(189)

Restructuring

(45)

(35)

 

(74)

(37)

Gain (loss) on the disposal of property and equipment

(37)

(37)

 

(44)

(39)

Others

(2)

(12)

 

(1)

(11)

Total

(264)

(235)

 

(274)

(276)

           

 

27.    Financial income (expenses), net

 

Parent Company

 

Consolidated

 

6.30.2017

6.30.2016

 

6.30.2017

6.30.2016

Finance expenses:

 

 

 

 

 

Cost of debt

(294)

(308)

 

(311)

(342)

Cost of sales of receivables

(52)

(40)

 

(73)

(57)

Monetary loss

(43)

(62)

 

(46)

(79)

Other finance expenses

(33)

(38)

 

(38)

(51)

Total financial expenses

(422)

(448)

 

(468)

(529)

 

 

 

 

 

 

Financial income:

 

 

 

 

 

Income from cash and cash equivalents

25

24

 

27

41

Monetary gain

54

51

 

68

72

Other financial income

7

3

 

3

-

Total financial income

86

78

 

98

113

 

 

 

 

 

 

Total

(336)

(370)

 

(370)

(416)

           

The hedge effects in the period ended June 30, 2017 and June 30, 2016 are disclosed in note 17.

 

73


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

28.    Earnings per share

The information on earnings per share was presented in the annual financial statements for 2016, in note 30.

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

 

 

6.30.2017

 

6.30.2016

 

Preferred

Common

Total

 

Preferred

Common

Total

               

Basic numerator

             

Net income (loss) allocated to common and preferred shareholders - continued operations

166

90

256

 

(47)

(28)

(75)

Net income (loss) allocated to common and preferred shareholders - discontinued operations

22

12

34

 

(157)

(94)

(251)

Net income (loss) allocated to common and preferred shareholders

188

102

290

 

(204)

(122)

(326)

               

Basic denominator (millions of shares)

             

Weighted average of shares

166

100

266

 

166

100

266

               

Basic earnings per millions of shares (R$) - continued operations

0.99494

0.90449

   

(0.28450)

(0.28450)

 

Basic earnings per millions of shares (R$) - discontinued operations

0.13386

0.12169

   

(0.94519)

(0.94519)

 

Basic earnings per millions of shares (R$) - total

1.12881

1.02619

   

(1.22968)

(1.22968)

 
               

Diluted numerator

             

Net income (loss) allocated to common and preferred shareholders - continued operations

166

90

256

 

(47)

(28)

(75)

Net income (loss) allocated to common and preferred shareholders - discontinued operations

22

12

34

 

(157)

(94)

(251)

Net income (loss) allocated to common and preferred shareholders

188

102

290

 

(204)

(122)

(326)

               

Diluted denominator

             

Weighted average of shares (in millions)

166

100

266

 

166

100

266

Stock options

1

-

1

 

-

-

-

Diluted weighted average of shares (millions)

167

100

267

 

166

100

266

               

Diluted earnings per millions of shares (R$) – continued operations

0.99050

0.90357

   

(0.28450)

(0.28450)

 

Diluted earnings per millions of shares (R$) – discontinued operations

0.13291

0.12077

   

(0.94519)

(0.94519)

 

Diluted earnings per millions of shares (R$) – total

1.12382

1.02527

   

(1.22968)

(1.22968)

 

 

 

74


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

 

29.    Segment information

The information about segments was presented in the annual financial statements of 2016, in note 33.

Management considers the following segments:

·       Retail – includes the banners “Pão de Açúcar”, “Extra Hiper”, “Extra Supermercado”, “Minimercado Extra”, “Minuto Pão de Açúcar”, “Posto Extra”, “Drogaria Extra” and “GPA Malls & Properties”.

·       Cash & Carry – includes the brand “ASSAÍ”.

Home appliances and e-commerce segments were reclassified to discontinued operations at June 30, 2017 and 2016 (see note 31).

 

Information about the Company’s segments is included in the table below:

 

 

75


 
 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

June 30, 2017

(In millions of Brazilian reais, unless otherwise stated)

29.    Segment information – Continued

Description

Retail (*)

 

Cash & Carry

 

Assets held for sale and discontinued activities (**)

 

Subtotal

 

Eliminations/ Others(***)

 

Total

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

 

2017

2016

Net sales

12,903

15,141

 

8,312

4,482

 

-

-

 

21,215

19,623

 

-

-

 

21,215

19,623

Gross profit

3,977

3,973

 

1,256

601

 

-

-

 

5,233

4,574

 

-

-

 

5,233

4,574

Depreciation and amortization

(298)

(301)

 

(82)

(43)

 

-

-

 

(380)

(344)

 

-

-

 

(380)

(344)

Share of profit of subsidiaries and associates

33

44

 

-

-

 

-

-

 

33

44

 

(56)

-

 

(23)

44

Operating income

530

236

 

294

89

 

-

-

 

824

325

 

(56)

-

 

768

325

Net financial expenses

(334)

(392)

 

(36)

(24)

 

-

-

 

(370)

(416)

 

-

-

 

(370)

(416)

Profit(loss) before income tax and social contribution

196

(156)

 

258

65

 

-

-

 

454

(91)

 

(56)

-

 

398

(91)

Income tax and social contribution

(56)

38

 

(86)

(22)

 

-

-

 

(142)

16

 

-

-

 

(142)

16

Profit (loss) for continued activities

140

(118)

 

172

43

 

-

-

 

312

(75)

 

(56)

-

 

256

(75)

Profit (loss) for discontinued activities

(24)

(28)

 

-

-

 

152

(636)

 

128

(664)

 

-

-

 

128

(664)

Profit (loss) of year end

116

(146)

 

172

43

 

152

(636)

 

440

(739)

 

(56)

-

 

384

(739)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

5,925

8,938

 

2,259

2,417

 

18,995

20,538

 

27,179

31,893

 

(211)

(242)

 

26,968

31,651

Noncurrent assets

11,209

10,955

 

2,867

2,620

 

-

-

 

14,076

13,575

 

(33)

(9)

 

14,043

13,566

Current liabilities

5,582

9,171

 

2,893

3,020

 

13,930

15,642

 

22,405

27,833

 

(244)

(251)

 

22,161

27,582

Noncurrent liabilities

5,570

4,747

 

280

291

 

-

-

 

5,850

5,038

 

-

-

 

5,850

5,038

Shareholders' equity

5,982

5,975

 

1,953

1,726

 

5,065

4,896

 

13,000

12,597

 

-

-

 

13,000

12,597

 

(*) Retail includes GPA Malls & Properties.

(**) See note 31.

(***) The eliminations consist of intercompany balances. In the management’s view, the net earnings eliminations are made inside of own segment, besides, the equity pickup of the Company in Luxco.

 

 

 

76


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

29.    Segment information – Continued

Company’s general information

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

 

6.30.2017

 

6.30.2016

Extra

8,015

 

8,098

Assaí

8,312

 

6,495

Pão de Açúcar

3,200

 

3,294

Proximidade

549

 

563

Other business

1,139

 

1,173

Total net sales

21,215

 

19,623

30.    Non cash transactions

During the three-month period ended at June 30, 2017 and June 30, 2016 the Company had transactions that was not presented at the statement of cash flow, as presented below:

·  Merger of subsidiaries and company reorganizations as per note 1.2 of the financial statements of 2016;

·  Purchase of fixed assets not paid yet as note 14.2;

·  Purchase of intangible assets not paid yet as per note 15.2;

·  Deferred income tax as per note 19;

·  Additions/reversals to provisions for risk as per note 20;

·  Transactions with non-controlling interest as per note 25.4 of the financial statements of 2016 and as note 23.3 of this interim financial statement;

·  Capital increase at Sendas with property and equipment as per note 13 of the financial statements of 2016.

·  Recognize of taxes credits of ICMS, in accordance to note 11.1.

 

77


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

31.    Non current assets held for sale and discontinued activities

The detailed information about assets held for sale and discontinued operations were presented in the annual financial statements of 2016, in note 35.

 

31.1.   Ongoing transaction to dispose of Via Varejo subsidiary

The Board of Directors held on November 23, 2016 approved a process to disposed of the Company’s interest in Via Varejo’s capital stock, in line with its long-term strategy of focusing on the development of the food activity.

As per CPC 31 – Non-current assets held for sale and discontinued activities (IFRS 5), Company consider highly probable the sale of Via Varejo due to the efforts made. As a consequence, Via Varejo (and it subsidiary Cnova Brasil) net results, after tax, is disclosed in statement of operations as a single line, and assets and liabilities balances are disclosed as held for sale and discontinued activities. Statement of operations and statement of value added on December 31, 2016 also discloses the discontinued operations in single line, but for cash flows there were no effects as per IFRS5 being disclosed at this note the effect of discontinued operations. Noncurrent assets and liabilities held for sale on June 30, 2017 were R$18,790 and R$13,885, respectively. The net effects on discontinued operations were a profit of R$128 as at June 30, 2017 (loss of R$(664) as at June 30, 2016).

Via Varejo shares are listed on B3 under ticker symbol “VVAR11” and “VVAR3”.

See below the summary of the consolidated statement of operations, balance sheet and cash flow statement of Via Varejo before the eliminations, including effects of the purchase price allocation of Globex and Casa Bahia acquisition.

Balance sheet (*):

 

6.30.2017

 

12.31.2016

Assets

 

 

 

Current

 

 

 

Cash and cash equivalents

750

 

4,030

Trade accounts receivable, net

3,751

 

2,782

Inventories

3,782

 

3,054

Other receivables

670

 

704

Total current assets

8,953

 

10,570

 

 

 

 

Noncurrent

 

 

 

Trade accounts receivable, net

178

 

204

Other accounts receivable, net

3,129

 

2,932

Deferred income and social contribution taxes

282

 

289

Related parties

569

 

681

Investment Properties

122

 

144

Property and equipment, net

1,574

 

1,550

Intangible assets

4,189

 

4,170

Total noncurrent assets

10,043

 

9,970

Total assets

18,996

 

20,540

 

 

78


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

31.    Non current assets held for sale and discontinued activities – Continued

31.1     Ongoing transaction to dispose of Via Varejo subsidiary – continued

Balance sheet (*):

Liabilities

6.30.2017

 

12.31.2016

Current

 

 

 

Trade accounts payable

5,145

 

5,618

Suppliers - structured program

100

 

489

Loans and financing

3,199

 

3,532

Related parties

149

 

189

Other accounts payable

1,701

 

2,231

Total current liabilities

10,294

 

12,059

 

 

 

Noncurrent

 

 

 

Loans and financing

358

 

407

Deferred income and social contribution taxes

845

 

849

Other accounts payable

2,432

 

2,329

Total noncurrent liabilities

3,635

 

3,585

Equity

5,067

 

4,896

Total liabilities and shareholders’ equity

18,996

 

20,540

 

(*) Before related parties eliminations with GPA in the amount R$206 of assets and R$44 of liabilities.

 

79


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

31.    Non current assets held for sale and discontinued activities – continued

31.1     Ongoing transaction to dispose of Via Varejo subsidiary – continued

Combined statement of operations (*)

6.30.2017

 

6.30.2016

       

Net sales from goods and services

12,344

 

11,273

Cost of goods sold and services sold

(8,477)

 

(8,024)

Gross profit

3,867

 

3,249

Operating income (expenses)

 

 

 

General and administrative

(3,196)

 

(2,964)

Depreciation and amortization

-

 

(117)

Equity pickup

14

 

17

Other operating income (expenses), net

(189)

 

(257)

 

(3,371)

 

(3,321)

Profit (loss) before Net finance income result

496

 

(72)

 

 

 

 

Net financial result

(338)

 

(462)

Profit (loss) before income and social contribution taxes

158

 

(534)

 

 

 

 

Income and social contribution taxes

8

 

(21)

 

 

 

 

Net income (loss) for the year

166

 

(555)

Attributed to:

 

 

 

Controlling shareholders

72

 

(196)

Non-controlling shareholders

94

 

(359)

(*) Before eliminations of amounts of related parties with GPA.

 

Description

6.30.2017

6.30.2016

Sales net income

(16)

(10)

Cost of goods sold

(4)

(4)

Selling costs

1

1

Financial result

1

3

Income and social contribution taxes

4

2

Total

(14)

(8)

Additionally a reclassification was made of incurred costs on Parent Company basically related to indemnity costs of contingences form prior periods to acquisition, paid to Via Varejo. According to IFRS 5, these costs were reclassified to discontinued operations in the amount of R$(24) as at June 30, 2017 and (R$(28) as at June 30, 2016).

 

Statement of cash flows

6.30.2017

6.30.2016

     

Cash flow used in operating activities

(2,657)

(4,972)

Cash flow provided by (used in) investing activities

(116)

(95)

Cash flow from financing activities

(507)

91

Net increase (decrease) in cash and cash equivalents

(3,280)

(4,976)

 

80


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

31.    Non current assets held for sale and discontinued activities – continued

31.2     Effects in 2016

Below the consolidated statement of operations of the Company on June 30, 2016, before and after considering subsidiaries that represent e-commerce and home appliance segments, disclosed as discontinued operations.

Statement of operations

6.30.2016

 

 

Discontinued activities Cdiscount

(*)

 

Discontinued activities Via Varejo and Cnova

(*)

Discontinued activities Multivarejo (**)

6.30.2016

       

 

 

Net sales from goods and services

34,458

3,572

11,263

-

19,623

Cost of goods sold and services sold

(26,301)

(3,224)

(8,028)

-

(15,049)

Gross profit

8,157

348

3,235

-

4,574

Operating income (expenses)

 

 

 

 

 

Selling costs

(6,047)

(245)

(2,558)

-

(3,244)

General and administrative

(947)

(113)

(405)

-

(429)

Depreciation and amortization

(502)

(41)

(117)

-

(344)

Equity pickup

61

-

17

-

44

Other operating income (expenses), net

(548)

14

(257)

(29)

(276)

 

(7,983)

(385)

(3,320)

(29)

(4,249)

Profit before Net finance result

174

(37)

(85)

(29)

325

 

 

 

 

 

 

Net financial results

(907)

(26)

(458)

(7)

(416)

Profit (loss) before income and social contribution taxes

(733)

(63)

(543)

(36)

(91)

 

 

 

 

 

 

Income and social contribution taxes

(6)

(12)

(18)

8

16

 

 

 

 

 

 

Net income (loss) for the year related to continued operations

(739)

(75)

(561)

(28)

(75)

 

 

 

 

 

 

Attributed to:

 

 

 

 

 

Controlling shareholders

(326)

(20)

(203)

(28)

(75)

Non-controlling shareholders

(413)

(55)

(358)

-

-

(*)After related parties elimination.

(**)Expenses related directly to discontinued operations.

 

81


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

Other information deemed as relevant by the Company

Shareholding at 6/30/2017

           
           

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

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (Publicly-held company)

Shareholding at 6/30/2017
(In units)

Shareholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Wilkes Participações S/A

94,019,178

94.32%

-

0.00%

94,019,178

35.32%

Jean-Charles Naouri

-

0.00%

1

0.00%

1

0.00%

Geant International BV*

-

0.00%

9,423,742

5.66%

9,423,742

3.54%

Segisor*

5,600,050

5.62%

-

0.00%

5,600,050

2.10%

Casino Guichard Perrachon*

1

0.00%

-

0.00%

1

0.00%

Almacenes Éxito S.A.*

1

0.00%

-

0.00%

1

0.00%

King LLC*

-

0.00%

852,000

0.51%

852,000

0.32%

Helicco Participações Ltda.

-

0.00%

581,600

0.35%

581,600

0.22%

Carmignac Gestion*

-

0.00%

13,576,698

8.15%

13,576,698

5.10%

Harding Loevner, LP*

-

0.00%

6,708,049

4.03%

6,708,049

2.52%

Brandes Investment Partners, LP*

-

0.00%

8,510,442

5.11%

8,510,442

3.20%

Board of Executive Officers

-

0.00%

217,762

0.13%

217,762

0.08%

Board of Directors

-

0.00%

262,469

0.16%

262,469

0.10%

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

Others

60,621

0.06%

126,202,287

75.77%

126,262,908

47.41%

TOTAL

99,679,851

100.00%

166,567,636

100.00%

266,247,487

100%

(*) Foreign Company

                     

 

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

WILKES PARTICIPAÇÕES S.A

Shareholding at 6/30/2017 (In units)

Shareholder/Quotaholder

Common Shares

Preferred Shares

Total

Number

%

Number

%

Number

%

Casino Guichard Perrachon*

1

0.00%

-

0.00%

1

0.00%

Segisor*

217,402,606

97.23%

-

0.00%

217,402,606

97.23%

Bengal LLc*

2,119,162

0.95%

-

0.00%

2,119,162

0.95%

Oregon LLc*

2,119,162

0.95%

-

0.00%

2,119,162

0.95%

Pincher LLc*

1,961,612

0.88%

-

0.00%

1,961,612

0.88%

Almanacenes Éxito S.A.*

1

0.00%

-

0.00%

1

0.00%

Treasury Shares

-

0.00%

-

0.00%

-

0.00%

TOTAL

223,602,544

100.00%

-

0.00%

223,602,544

100%

 

82


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

Other information deemed as relevant by the Company

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

       

SEGISOR

Shareholding at 6/30/2017 (In units)

Quotaholder

Quotas

%

Preferred Shares

%

Number

%

Onper Investimentos 2015 S.L.*

887,239,543

50.00%

-

0.00%

887,239,543

50.00%

Casino Guichard Perrachon*

887,239,543

50.00%

-

0.00%

887,239,543

50.00%

TOTAL

1,774,479,086

100%

-

0%

1,774,479,086

100%

(*) Foreign Company

           

 

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

ONPER INVESTIMENTOS 2015 S.L.

Shareholding at 6/30/2017 (In units)

Shareholder

Common Shares

%

Preferred Shares

%

Number

%

Almanacenes Éxito S.A.*

3,000

100.00%

-

0,00%

3,000

100,00%

TOTAL

3,000

100%

-

0%

3,000

100,00%

 

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

ALMANACENES ÉXITO S.A.

Shareholding at 6/30/2017 (In units)

Shareholders*

Common Shares

%

Preferred Shares

%

Number

%

Geant International B.V.

187,689,792

41.83%

-

0.00%

187,689,792

41.83%

Geant Fonciere B.V.

47,725,428

10.64%

-

0.00%

47,725,428

10.64%

Fondo de Pensiones Obligatorias Porvenir Moderado

22,047,343

4.91%

-

0.00%

22,047,343

4.91%

Fondo de Pensiones Obligatorias Protección

18,145,251

4.04%

-

0.00%

18,145,251

4.04%

Bergsaar B.V.

12,130,244

2.70%

-

0.00%

12,130,244

2.70%

Jara Albarracín Manuel

11,946,467

2.66%

-

0.00%

11,946,467

2.66%

Alianza Fiduciaria S.A. Fideicomiso ADM Sonnenblume

7,558,552

1.68%

-

0.00%

7,558,552

1.68%

Moreno Barbosa Jaime

7,416,776

1.65%

-

0.00%

7,416,776

1.65%

Fondo de Pensiones Obligatorias Colfondos Moderado

6,572,492

1.46%

-

0.00%

6,572,492

1.46%

Fondo Bursatil Ishares COLCAP

6,567,565

1.46%

-

0.00%

6,567,565

1.46%

Fondo de Pensiones Obligatorias Skandia S.A.

3,665,527

0.82%

-

0.00%

3,665,527

0.82%

Inversiones Pinamar S.A.

1,863,934

0.42%

-

0.00%

1,863,934

0.42%

Vanguard Emerging Markets Stock Index Fund

3,777,311

0.84%

-

0.00%

3,777,311

0.84%

NAT. Westminter Bank PLC Depo for 1st Ste Glob

2,075,326

0.46%

-

0.00%

2,075,326

0.46%

TIAA-CREF Funds - Emerging Markets Equit

2,729,200

0.61%

-

0.00%

2,729,200

0.61%

Vanguard Total International Stock Index Fund

1,790,482

0.40%

-

0.00%

1,790,482

0.40%

Other Shareholders

104,986,539

23.40%

-

0.00%

104,986,539

23.40%

TOTAL

448,688,229

100.00%

-

0.00%

448,688,229

100.00%

 

 

83


 
 

Companhia Brasileira de Distribuição

Notes to the interim financial information

June 30, 2017                    

(In millions of Brazilian reais, unless otherwise stated)

 

Other information deemed as relevant by the Company

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 6/30/2017

Shareholding at 6/30/2017
(In units)

Shareholder

Common Shares

Preferred Shares

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

10,857,343

6.52%

110,476,573

41.49%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00%

217,762

0.13%

217,762

0.08%

Board of Executive Officers

-

0.00%

262,469

0.16%

262,469

0.10%

 

 

 

 

 

 

 

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

60,621

0.06%

154,997,476

93.05%

155,,058,097

58.24%

 

 

 

 

 

 

 

Total

99,679,851

100.00%

166,567,636

100.00%

266,247,487

100.00%

 

 

 

 

 

 

 

Outstanding Shares

60,621

0.06%

155,477,707

93.34%

155,538,328

58.42%

 

         

Shareholding at 6/30/2016
(In units)

CONSOLIDATED SHAREHOLDING OF CONTROLLING PARTIES AND MANAGEMENT AND OUTSTANDING SHARES
Shareholding at 6/30/2016

Shareholder

Common Shares

Preferred Shares

   

Number

%

Number

%

Number

%

Controlling parties

99,619,230

99.94%

10,857,343

6.54%

110,476,573

41.58%

 

 

 

 

 

 

 

Management

 

 

 

 

 

 

Board of Directors

-

0.00%

2

0.00%

2

0.00%

Board of Executive Officers

-

0.00%

26,701

0.02%

26,701

0.01%

 

 

 

 

 

 

 

Treasury Shares

-

0.00%

232,586

0.14%

232,586

0.09%

 

 

 

 

 

 

 

Other Shareholders

60,621

0.06%

154,927,709

93.31%

154,988,330

58.33%

 

 

 

 

 

 

 

Total

99,679,851

100.00%

166,044,341

100.00%

265,724,192

100.00%

 

 

 

 

 

 

 

Outstanding Shares

60,621

0.06%

154,927,709

93.31%

154,988,330

58.33%

                 

 

84

 


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 26, 2017 By:   /s/ Ronaldo Iabrudi 
         Name:   Ronaldo Iabrudi
         Title:     Chief Executive Officer



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


FORWARD-LOOKING STATEMENTS

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