cbditr3q15_6ka1.htm - Generated by SEC Publisher for SEC Filing

FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

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

For the month of November, 2016

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  


 

 

 

 

 

(FreeTranslation into English from the Original
Previously Issued in Portuguese)

 

Companhia Brasileira
de Distribuição

Individual and Consolidated
Interim Financial Information for the
Quarter Ended September 30, 2015 and
Report on Review of Interim
Financial Information

 

Deloitte Touche Tohmatsu Auditores Independentes

 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders, Directors and Officers of

Companhia Brasileira de Distribuição

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Brasileira de Distribuição (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2015, which comprises the balance sheet as of September 30, 2015 and the related statements of profit or loss and of comprehensive income for the three- and nine-month periods then ended, and the statements of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the interim financial information

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

 


 

Emphasis of matter

On October 29, 2015, we issued an unqualified review report on the Company’s individual and consolidated interim financial information for the quarter ended September 30, 2015, which is being restated. We draw attention to note 1.1 to the interim financial information, which describes that this interim financial information was amended and is being restated to reflect the adjustments identified after the completion of the investigation on indirect subsidiary Cnova Comércio Eletrônico S.A. Our conclusion remains unqualified, since the interim financial information were adjusted retrospectively.

Other matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added (“DVA”) for the nine-month period ended September 30, 2015, prepared under Management’s responsibility, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information under International Financial Reporting Standards - IFRSs, which do not require the presentation of a DVA. These statements, which were amended and are being restated to reflect the adjustments described in note 1.1 to the interim financial information, were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, consistently with the interim financial information taken as a whole.

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

São Paulo, October 27, 2016

DELOITTE TOUCHE TOHMATSU

Eduardo Franco Tenório

Auditores Independentes

Engagement Partner

 

 

© 2016 Deloitte Touche Tohmatsu. All rights reserved.                                                                                    


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Companhia Brasileira de Distribuição

 

Company Information

 

Capital Composition

2

Cash Dividends

3

Individual Interim Financial Information

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities

5

Statement of Income

6

Statement of Comprehensive Income

7

Statement of Cash Flows

8

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

9

1/1/2014 to 9/30/2014

10

Statement of Value Added

11

Consolidated Interim Financial Information

 

Balance Sheet – Assets

12

Balance Sheet – Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 9/30/2015

17

1/1/2014 to 9/30/2014

18

Statement of Value Added

19

Notes to the Interim Financial Information

20

Other information deemed as relevant by the Company

87

 

 

 

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Number of Shares

(thousand)

Current Quarter

09/30/2015

Share Capital

 

Common

99,680

Preferred

166,017

Total

265,697

Treasury Shares

 

Common

-

Preferred

233

Total

233

 
 

2

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Amount per share (Reais/ share)

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Commom

0.68899

Annual and Special Shareholders’ Meeting

4/24/2015

Dividend

4/25/2015

Preferred

0.75789

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Commom

0.13636

Board of Directors’ Meeting

5/7/2015

Dividend

5/28/2015

Preferred

0.15000

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Commom

0.13636

Board of Directors’ Meeting

7/28/2015

Dividend

8/8/2015

Preferred

0.15000

 

 

3

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Balance Sheet - Assets

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

21,599,000

23,123,000

1.01

Current Assets

4,740,000

6,118,000

1.01.01

Cash and Cash Equivalents

1,744,000

2,923,000

1.01.03

Accounts Receivable

317,000

380,000

1.01.03.01

Trade Receivables

193,000

305,000

1.01.03.02

Other Receivables

124,000

75,000

1.01.04

Inventories

2,384,000

2,487,000

1.01.06

Recoverable Taxes

125,000

105,000

1.01.07

Prepaid Expenses

78,000

41,000

1.01.08

Other Current Assets

92,000

182,000

1.02

Noncurrent Assets

16,859,000

17,005,000

1.02.01

Long-term Assets

1,443,000

1,373,000

1.02.01.03

Accounts Receivable

71,000

82,000

1.02.01.06

Deferred Taxes

28,000

56,000

1.02.01.07

Prepaid Expenses

20,000

25,000

1.02.01.08

Receivables from Related Parties

305,000

398,000

1.02.01.09

Other Noncurrent Assets

1,019,000

812,000

1.02.01.09.04

Recoverable Taxes

542,000

392,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

477,000

420,000

1.02.02

Investments

7,926,000

8,312,000

1.02.02.01

Investments in Associates and Subsidiaries

7,902,000

8,288,000

1.02.02.02

Investment properties

24,000

24,000

1.02.03

Property and Equipment, Net

6,275,000

6,125,000

1.02.04

Intangible Assets

1,215,000

1,195,000

 

 

4

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

21,599,000

23,123,000

2.01

Current Liabilities

6,773,000

8,825,000

2.01.01

Payroll and Related Taxes

362,000

335,000

2.01.02

Trade Payables

2,334,000

3,180,000

2.01.03

Taxes and Contributions Payable

122,000

183,000

2.01.04

Borrowings and Financing

1,677,000

2,895,000

2.01.05

Other Liabilities

2,272,000

2,231,000

2.01.05.01

Payables to Related Parties

1,741,000

1,751,000

2.01.05.02

Other

531,000

480,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

194,000

2.01.05.02.04

Utilities

2,000

2,000

2.01.05.02.05

Rent Payable

47,000

52,000

2.01.05.02.06

Advertisement Payable

31,000

39,000

2.01.05.02.07

Pass-through to Third Parties

8,000

8,000

2.01.05.02.08

Financing Related to Acquisition of Assets

51,000

80,000

2.01.05.02.09

Deferred Revenue

32,000

4,000

2.01.05.02.11

Other Payables

332,000

66,000

2.01.05.02.12

Loyalty Program

27,000

35,000

2.01.06

Provisions

6,000

1,000

2.02

Noncurrent Liabilities

4,458,000

3,821,000

2.02.01

Borrowings and Financing

3,247,000

2,631,000

2.02.02

Other Liabilities

683,000

642,000

2.02.02.02

Other

683,000

642,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.07

Other Accounts Payable

17,000

17,000

2.02.02.02.08

Provision for Negative Equity

82,000

-

2.02.04

Provision for risks

499,000

483,000

2.02.06

Deferred Revenue

29,000

65,000

2.03

Shareholders’ Equity

10,368,000

10,477,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,185,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

256,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with non-controlling interests

104,000

107,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

171,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

 

 

5

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Profit or Loss

           

R$ (in thousands)

Code

Description

Year To Date
Current
Period
7/01/2015 to
9/30/2015

Year To Date
Current
Period
1/01/2015 to
9/30/2015

Year To Date
 Previous
Period
7/01/2014 to
9/30/2014

Year To Date
 Previous
Period
1/01/2014 to
9/30/2014

3.01

Net Sales of Goods and/or Services

5,313,000

16,298,000

5,207,000

16,060,000

3.02

Cost of Goods Sold and/or Services Sold

(3,882,000)

(11,909,000)

(3,706,000)

(11,661,000)

3.03

Gross Profit

1,431,000

4,389,000

1,501,000

4,399,000

3.04

Operating Income/Expenses

(1,248,000)

(3,567,000)

(1,046,000)

(3,156,000)

3.04.01

Selling Expenses

(943,000)

(2,886,000)

(877,000)

(2,625,000)

3.04.02

General and Administrative Expenses

(121,000)

(355,000)

(142,000)

(399,000)

3.04.05

Other Operating Expenses

(187,000)

(517,000)

(189,000)

(473,000)

3.04.05.01

Depreciation/Amortization

(121,000)

(357,000)

(109,000)

(321,000)

3.04.05.03

Other Operating Expenses

(66,000)

(160,000)

(80,000)

(152,000)

3.04.06

Share of Profit of Subsidiaries and Associates

3,000

191,000

162,000

341,000

3.05

Profit before Financial Income (Expenses) and Taxes

183,000

822,000

455,000

1,243,000

3.06

Financial Income (Expenses)

(195,000)

(547,000)

(174,000)

(452,000)

3.07

Profit Before Income Tax and Social Contribution

(12,000)

275,000

281,000

791,000

3.08

Income Tax and Social Contribution

2,000

(27,000)

(19,000)

(109,000)

3.08.01

Current

3,000

2,000

42,000

(59,000)

3.08.02

Deferred

(1,000)

(29,000)

(61,000)

(50,000)

3.09

Net Income from Continued Operations

(10,000)

248,000

262,000

682,000

3.11

Net Income for the Period

(10,000)

248,000

262,000

682,000

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

(0.03265)

0.87985

0.93409

2.42460

3.99.01.02

Preferred

(0.03265)

0.96784

1.02750

2.66705

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

(0.03265)

0.87872

0.93511

2.42460

3.99.02.02

Preferred

(0.03265)

0.96514

1.02508

2.66102

 

 

6

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Individual Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

Code

Description

Year To Date
Current
Period
7/01/2015 to
9/30/2015

Year To Date
 Current
Period
1/01/2015 to
9/30/2015

Year To Date
Previous
Period
7/01/2014 to
9/30/2014

Year To Date
Previous
Period
1/01/2014 to
9/30/2014

4.01

Net income for the Period

(10,000)

248,000

262,000

682,000

4.02

Other Comprehensive Income

(83,000)

(95,000)

-

-

4.02.01

Accumulative Translation Adjustment for the Period

(82,000)

(93,000)

-

-

4.02.02

Defined benefit contribution plan

-

(1,000)

-

-

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(93,000)

153,000

262,000

682,000

 

 

7

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

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

       

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

776,000

(585,000)

6.01.01

Cash Provided by the Operations

1,077,000

1,292,000

6.01.01.01

Net Income for the Period

248,000

682,000

6.01.01.02

Deferred Income and Social Contribution Taxes

29,000

50,000

6.01.01.03

Gain on Disposal of Fixed Assets

22,000

16,000

6.01.01.04

Depreciation/Amortization

389,000

351,000

6.01.01.05

Interest and Inflation Adjustments

533,000

424,000

6.01.01.06

Adjustment to Present Value

2,000

-

6.01.01.07

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

(191,000)

(341,000)

6.01.01.08

Provision for Risks (note 23)

(14,000)

(8,000)

6.01.01.10

Share-based Payment

18,000

32,000

6.01.01.11

Allowance for Doubtful Accounts (note 8)

-

(2,000)

6.01.01.13

Provision for Obsolescence/Breakage (note 10)

(1,000)

(7,000)

6.01.01.14

Other Operating Expenses

65,000

104,000

6.01.01.15

Deferred Revenue (note 25)

(23,000)

(9,000)

6.01.02

Changes in Assets and Liabilities

(301,000)

(1,877,000)

6.01.02.01

Accounts Receivable

112,000

132,000

6.01.02.02

Inventories

104,000

(120,000)

6.01.02.03

Recoverable Taxes

(156,000)

48,000

6.01.02.04

Other Assets

(76,000)

(39,000)

6.01.02.05

Related Parties

79,000

(547,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(33,000)

12,000

6.01.02.07

Trade Payables

(846,000)

(748,000)

6.01.02.08

Payroll and Related Taxes

24,000

4,000

6.01.02.09

Taxes and Social Contributions Payable

(139,000)

(335,000)

6.01.02.10

Other Payables

26,000

(149,000)

6.01.02.11

Legal claims

(22,000)

(165,000)

6.01.02.12

Deferred Revenue

21,000

30,000

6.01.02.13

Received Dividends

605,000

-

6.02

Net Cash Provided by (Used in) Investing Activities

(597,000)

(390,000)

6.02.02

Acquisition of Property and Equipment (note 15)

(536,000)

(312,000)

6.02.03

Increase in Intangible Assets (note 16)

(88,000)

(92,000)

6.02.04

Sales of Property and Equipment

27,000

14,000

6.03

Net Cash Provided by (Used in) Financing Activities

(1,358,000)

(373,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

740,000

1,279,000

6.03.03

Payments of Borrowings and Financing (note 18)

(1,837,000)

(1,448,000)

6.03.05

Payment of Dividends

(271,000)

(222,000)

6.03.06

Transactions with Non-controlling Interest

(4,000)

(7,000)

6.05

Net Increase (Decrease) in Cash and Cash Equivalents

(1,179,000)

(1,348,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

2,923,000

2,851,000

6.05.02

Cash and Cash Equivalents at the End of the Period

1,744,000

1,503,000

 

 

8

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

               

R$ (in thousands)

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserve

Retained Earnings /Accumulated Losses

Other comprehensive income

Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

5.04.09

Options Granted recognized in subsidiaries

-

7,000

-

-

-

7,000

5.05

Total Comprehensive Income

-

-

-

248,000

(95,000)

153,000

5.05.01

Net Income for the Period

-

-

-

248,000

-

248,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

5.05.02.06

Defined benefit plan

-

-

-

-

(1,000)

(1,000)

5.06

Internal Changes of Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

5.06.06

Transactions with Non-controlling Interests

-

-

(5,000)

-

-

(5,000)

5.07

Closing Balance

6,806,000

300,000

3,185,000

171,000

(94,000)

10,368,000

 

 

9

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Individual Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

               

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

6,764,000

233,000

2,402,000

-

-

9,399,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

5.04.09

Options Granted recognized in subsidiaries

-

2,000

-

-

-

2,000

5.05

Total Comprehensive Income

-

-

-

682,000

-

682,000

5.05.01

Net Income for the Period

-

-

-

682,000

-

682,000

5.06

Internal Changes of Shareholders’ Equity

-

-

66,000

-

-

66,000

5.06.04

Gain/loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

5.06.06

Transactions with Non-controlling Interests

-

-

72,000

-

-

72,000

5.07

Closing Balance

6,789,000

264,000

2,468,000

610,000

-

10,131,000

 

 

10

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Individual Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

Code

Description

Year To Date

Current
Period
01/01/2015 to
09/30/2015

Year To Date

Previous
Period
01/01/2014 to
09/30/2014

7.01

Revenues

17,640,000

17,450,000

7.01.01

Sales of Goods, Products and Services

17,640,000

17,420,000

7.01.02

Other Revenues

-

27,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

-

3,000

7.02

Products Acquired from Third Parties

(13,693,000)

(13,512,000)

7.02.01

Costs of Products, Goods and Services Sold

(12,101,000)

(12,030,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(1,592,000)

(1,482,000)

7.03

Gross Value Added

3,947,000

3,938,000

7.04

Retention

(389,000)

(351,000)

7.04.01

Depreciation and Amortization

(389,000)

(351,000)

7.05

Net Value Added Produced

3,558,000

3,587,000

7.06

Value Added Received in Transfer

379,000

483,000

7.06.01

Share of Profit of Subsidiaries and Associates

191,000

341,000

7.06.02

Financial Revenue

188,000

142,000

7.07

Total Value Added to Distribute

3,937,000

4,070,000

7.08

Distribution of Value Added

3,937,000

4,070,000

7.08.01

Personnel

1,928,000

1,712,000

7.08.01.01

Direct Compensation

1,294,000

1,185,000

7.08.01.02

Benefits

426,000

349,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

125,000

107,000

7.08.01.04

Other

83,000

71,000

7.08.02

Taxes, Fees and Contributions

653,000

730,000

7.08.02.01

Federal

397,000

539,000

7.08.02.02

State

153,000

132,000

7.08.02.03

Municipal

103,000

59,000

7.08.03

Value Distributed to Providers of Capital

1,108,000

946,000

7.08.03.01

Interest

733,000

594,000

7.08.03.02

Rentals

375,000

352,000

7.08.04

Value Distributed to Shareholders

248,000

682,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

171,000

610,000

 

 

11

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information /Balance Sheet - Assets

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

1

Total Assets

42,268,000

45,345,000

1.01

Current Assets

19,622,000

24,021,000

1.01.01

Cash and Cash Equivalents

5,414,000

11,149,000

1.01.03

Accounts Receivable

4,136,000

3,434,000

1.01.03.01

Trade Receivables

3,754,000

3,176,000

1.01.03.02

Other Receivables

382,000

258,000

1.01.04

Inventories

8,617,000

8,364,000

1.01.06

Recoverable Taxes

1,100,000

807,000

1.01.07

Prepaid Expenses

231,000

130,000

1.01.08

Other Current Assets

124,000

137,000

1.02

Noncurrent Assets

22,646,000

21,324,000

1.02.01

Long-term Assets

5,369,000

4,751,000

1.02.01.03

Accounts Receivable

717,000

741,000

1.02.01.03.01

Trade Receivables

89,000

105,000

1.02.01.03.02

Other Receivables

628,000

636,000

1.02.01.04

Inventories

-

172,000

1.02.01.06

Deferred Taxes

568,000

491,000

1.02.01.07

Prepaid Expenses

39,000

37,000

1.02.01.08

Receivables from Related Parties

358,000

313,000

1.02.01.09

Other Noncurrent Assets

3,687,000

2,997,000

1.02.01.09.04

Recoverable Taxes

2,664,000

2,140,000

1.02.01.09.05

Restricted Deposits for Legal Proceedings

1,023,000

857,000

1.02.02

Investments

504,000

426,000

1.02.02.01

Investments in Associates

479,000

401,000

1.02.02.02

Investments Property

25,000

25,000

1.02.03

Property and Equipment, Net

10,192,000

9,699,000

1.02.04

Intangible Assets

6,581,000

6,448,000

 

 

12

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Balance Sheet - Liabilities

       

R$ (in thousands)

Code

Description

Current Quarter
9.30.2015

Previous Year
12.31.2014

2

Total Liabilities

42,268,000

45,345,000

2.01

Current Liabilities

20,200,000

23,981,000

2.01.01

Payroll and Related Taxes

914,000

864,000

2.01.02

Trade Payables

10,792,000

13,393,000

2.01.03

Taxes and Contributions Payable

768,000

867,000

2.01.04

Borrowings and Financing

4,247,000

6,594,000

2.01.05

Other Liabilities

3,471,000

2,262,000

2.01.05.01

Payables to Related Parties

1,647,000

261,000

2.01.05.02

Other

1,824,000

2,001,000

2.01.05.02.01

Dividends and Interest on Capital Payable

1,000

321,000

2.01.05.02.04

Utilities

12,000

10,000

2.01.05.02.05

Rent Payable

103,000

115,000

2.01.05.02.06

Advertisement Payable

62,000

94,000

2.01.05.02.07

Pass-through to Third Parties

308,000

429,000

2.01.05.02.08

Financing Related to Acquisition of Assets

64,000

99,000

2.01.05.02.09

Deferred revenue

306,000

212,000

2.01.05.02.11

Accounts Payable Related to Acquisition of Companies

71,000

73,000

2.01.05.02.12

Other Payables

868,000

610,000

2.01.05.02.13

Loyalty Program

29,000

38,000

2.01.06

Provisions

8,000

1,000

2.02

Noncurrent Liabilities

8,275,000

7,170,000

2.02.01

Borrowings and Financing

4,389,000

3,134,000

2.02.02

Other Liabilities

643,000

725,000

2.02.02.02

Other

643,000

725,000

2.02.02.02.03

Taxes Payable in Installments

580,000

617,000

2.02.02.02.04

Payables Related to Acquisition of Companies

-

57,000

2.02.02.02.05

Financing Related to Acquisition of Assets

4,000

8,000

2.02.02.02.06

Pension Plan

14,000

7,000

2.02.02.02.07

Other Payables

45,000

36,000

2.02.03

Deferred Taxes

1,195,000

1,133,000

2.02.04

Provision for risks

1,395,000

1,344,000

2.02.06

Deferred revenue

653,000

834,000

2.03

Consolidated Shareholders’ Equity

13,793,000

14,194,000

2.03.01

Share Capital

6,806,000

6,792,000

2.03.02

Capital Reserves

300,000

282,000

2.03.02.04

Options Granted

293,000

275,000

2.03.02.07

Capital Reserve

7,000

7,000

2.03.04

Earnings Reserve

3,185,000

3,402,000

2.03.04.01

Legal Reserve

413,000

413,000

2.03.04.05

Earnings Retention Reserve

256,000

1,747,000

2.03.04.10

Expansion Reserve

2,624,000

1,135,000

2.03.04.12

Transactions with Non-Controlling interests

104,000

107,000

2.03.04.14

Settlement of Equity Instrument

(212,000)

-

2.03.05

Retained Earnings/ Accumulated Losses

171,000

-

2.03.08

Other Comprehensive Income

(94,000)

1,000

2.03.09

Non-controlling Interests

3,425,000

3,717,000

 

 

13

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Profit or Loss

           

R$ (in thousands)

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Previous
Period
7/01/2014 to
9/30/2014

Year To Date Previous
Period
1/01/2014 to
9/30/2014

3.01

Net Sales from Goods and/or Services

16,074,000

49,401,000

15,628,000

45,770,000

3.02

Cost of Goods Sold and/or Services Sold

(12,317,000)

(37,641,000)

(11,647,000)

(34,205,000)

3.03

Gross Profit

3,757,000

11,760,000

3,981,000

11,565,000

3.04

Operating Income/Expenses

(3,599,000)

(10,508,000)

(3,084,000)

(9,084,000)

3.04.01

Selling Expenses

(2,700,000)

(8,191,000)

(2,517,000)

(7,420,000)

3.04.02

General and Administrative Expenses

(444,000)

(1,302,000)

(371,000)

(1,042,000)

3.04.05

Other Operating Expenses

(477,000)

(1,099,000)

(223,000)

(698,000)

3.04.05.01

Depreciation/Amortization

(245,000)

(714,000)

(205,000)

(588,000)

3.04.05.03

Other Operating Expenses

(232,000)

(385,000)

(18,000)

(110,000)

3.04.06

Share of Profit of Subsidiaries and Associates

22,000

84,000

27,000

76,000

3.05

Profit before Financial Income (Expenses) and Taxes

158,000

1,252,000

897,000

2,481,000

3.06

Financial Income (Expenses), Net

(344,000)

(1,043,000)

(378,000)

(1,078,000)

3.07

Profit Before Income Tax and Social Contribution

(186,000)

209,000

519,000

1,403,000

3.08

Income tax and Social Contribution

57,000

(100,000)

(167,000)

(477,000)

3.08.01

Current

(28,000)

(88,000)

(53,000)

(300,000)

3.08.02

Deferred

85,000

(12,000)

(114,000)

(177,000)

3.09

Net Income from Continuing Operations

(129,000)

109,000

352,000

926,000

3.11

Consolidated Net Income for the Period

(129,000)

109,000

352,000

926,000

3.11.01

Attributable to Owners of the Company

(10,000)

248,000

262,000

682,000

3.11.02

Attributable to Non-controlling Interests

(119,000)

(139,000)

90,000

244,000

3.99

Earnings per Share - (Reais/Share)

 

 

 

 

3.99.01

Basic Earnings per Share

 

 

 

 

3.99.01.01

Common

(0.03265)

0.87985

0.93409

2.42460

3.99.01.02

Preferred

(0.03265)

0.96784

1.02750

2.66705

3.99.02

Diluted Earnings per Share

 

 

 

 

3.99.02.01

Common

(0.03265)

0.87872

0.93511

2.42460

3.99.02.02

Preferred

(0.03265)

0.96514

1.02508

2.66102

 

 

14

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

Consolidated Interim Financial Information / Statement of Comprehensive Income

           

R$ (in thousands)

Code

Description

Year To Date Current
Period
7/01/2015 to
9/30/2015

Year To Date Current
Period
1/01/2015 to
9/30/2015

Year To Date Previous
Period
7/01/2014 to
9/30/2014

Year To Date Previous
Period
1/01/2014 to
9/30/2014

4.01

Net Income for the Period

(129,000)

109,000

352,000

926,000

4.02

Other Comprehensive Income

(224,000)

(250,000)

-

-

4.02.01

Cumulative Translation adjustment

(223,000)

(247,000)

1,000

1,000

4.02.02

Defined Benefit Plan

-

(2,000)

(1,000)

(1,000)

4.02.03

Adjustments to financial instruments

(1,000)

(1,000)

-

-

4.03

Total Comprehensive Income for the Period

(353,000)

(141,000)

352,000

926,000

4.03.01

Attributable to Owners of the Company

(93,000)

153,000

262,000

682,000

4.03.02

Attributable to Non-Controlling Interests

(260,000)

(294,000)

90,000

244,000

 

 

15

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

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

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

6.01

Net Cash Provided by Operating Activities

(3,280,000)

29,000

6.01.01

Cash from Operations

2,208,000

3,075,000

6.01.01.01

Net Income for the Period

109,000

926,000

6.01.01.02

Deferred Income Tax and Social Contribution

12,000

177,000

6.01.01.03

Gain on Disposal of Fixed Assets

65,000

36,000

6.01.01.04

Depreciation/Amortization

818,000

665,000

6.01.01.05

Interest and Inflation Adjustments

832,000

847,000

6.01.01.06

Adjustment to Present Value

(4,000)

(2,000)

6.01.01.07

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

(84,000)

(76,000)

6.01.01.08

Provision for Risks (note 23)

151,000

118,000

6.01.01.10

Share-based Payment

22,000

32,000

6.01.01.11

Allowance for Doubtful Accounts (note 8)

429,000

362,000

6.01.01.13

Provision for Obsolescence/breakage (note 10)

(5,000)

(1,000)

6.01.01.15

Deferred revenue (note 25)

(139,000)

(25,000)

6.01.01.16

Other Operating Expenses

2,000

16,000

6.01.02

Changes in Assets and Liabilities

(5,488,000)

(3,046,000)

6.01.02.01

Accounts Receivable

(835,000)

(436,000)

6.01.02.02

Inventories

184,000

(547,000)

6.01.02.03

Recoverable Taxes

(537,000)

55,000

6.01.02.04

Other Assets

(284,000)

(174,000)

6.01.02.05

Related Parties

(157,000)

(96,000)

6.01.02.06

Restricted Deposits for Legal Proceeding

(117,000)

(70,000)

6.01.02.07

Trade Payables

(3,199,000)

(1,360,000)

6.01.02.08

Payroll and Related Taxes

47,000

213,000

6.01.02.09

Taxes and Social Contributions Payable

(224,000)

(502,000)

6.01.02.10

Legal Claims

(217,000)

(223,000)

6.01.02.11

Deferred revenue

43,000

201,000

6.01.02.12

Other Payables

(192,000)

(131,000)

6.01.02.16

Financial Investments

-

24,000

6.02

Net Cash Provided by (Used in) Investing Activities

(1,376,000)

(850,000)

6.02.03

Acquisition of Property and Equipment (note 15)

(1,170,000)

(898,000)

6.02.04

Increase in Intangible Assets (note 16)

(314,000)

(203,000)

6.02.05

Sales of Property and Equipment

57,000

47,000

6.02.06

Net Cash From Subsidiary Acquisition and Corporate Restructuring

-

204,000

6.02.07

Net Cash From Sale of Subsidiary

51,000

-

6.03

Net Cash Provided by Financing Activities

(1,252,000)

(945,000)

6.03.01

Capital Increase/Decrease

14,000

25,000

6.03.02

Borrowings

4,625,000

4,960,000

6.03.03

Payments of Borrowings and Financing (note 18)

(6,603,000)

(5,634,000)

6.03.05

Payments of Dividends

(397,000)

(222,000)

6.03.06

Acquisition of Subsidiary

(74,000)

(67,000)

6.03.07

Transactions with non-controlling interests

(4,000)

(7,000)

6.03.08

Borrowings with Related Parties

1,187,000

-

6.04

Effects of Exchange Rate Changes on Cash and Cash Equivalents

173,000

-

6.05

Increase (Decrease) in Cash and Cash Equivalents

(5,735,000)

(1,766,000)

6.05.01

Cash and Cash Equivalents at the Beginning of the Period

11,149,000

8,367,000

6.05.02

Cash and Cash Equivalents at the End of the Period

5,414,000

6,601,000

 

 

16

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2015 to 09/30/2015

                   

R$ (in thousands)

Code

Description

Share
Capital

Capital Reserves,
Options Granted and
Treasury Shares

Earnings
Reserves

Retained Earnings/ Accumulated Losses

Other comprehensive Income

Shareholders'
Equity

Non-Controlling
Interest

Consolidated
Shareholders'
Equity

5.01

Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.03

Adjusted Opening Balance

6,792,000

282,000

3,402,000

-

1,000

10,477,000

3,717,000

14,194,000

5.04

Capital Transactions with Shareholders

14,000

18,000

-

(77,000)

-

(45,000)

4,000

(41,000)

5.04.01

Capital Increases

14,000

-

-

-

-

14,000

-

14,000

5.04.03

Options Granted

-

11,000

-

-

-

11,000

-

11,000

5.04.06

Dividends

-

-

-

(77,000)

-

(77,000)

-

(77,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

7,000

-

-

-

7,000

4,000

11,000

5.05

Total Comprehensive Income

-

-

-

248,000

(95,000)

153,000

(294,000)

(141,000)

5.05.01

Net Income for the Period

-

-

-

248,000

-

248,000

(139,000)

109,000

5.05.02

Other Comprehensive Income

-

-

-

-

(95,000)

(95,000)

(155,000)

(250,000)

5.05.02.01

Adjusts to Financial Instruments

-

-

-

-

(1,000)

(1,000)

-

(1,000)

5.05.02.04

Cumulative Translation Adjustment

-

-

-

-

(93,000)

(93,000)

(154,000)

(247,000)

5.05.02.06

Defined Benefit Plan

-

-

-

-

(1,000)

(1,000)

(1,000)

(2,000)

5.06

Internal Changes in Shareholders’ Equity

-

-

(217,000)

-

-

(217,000)

(2,000)

(219,000)

5.06.05

Settlement of Equity Instrument

-

-

(212,000)

-

-

(212,000)

-

(212,000)

5.06.06

Transactions With Non-controlling interests

-

-

(5,000)

-

-

(5,000)

(2,000)

(7,000)

5.07

Closing Balance

6,806,000

300,000

3,185,000

171,000

(94,000)

10,368,000

3,425,000

13,793,000

 

 

17

 


 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Changes in Shareholders' Equity 01/01/2014 to 09/30/2014

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

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.03

Adjusted Opening Balance

6,764,000

233,000

2,402,000

-

-

9,399,000

3,202,000

12,601,000

5.04

Capital Transactions with Shareholders

25,000

31,000

-

(72,000)

-

(16,000)

1,000

(15,000)

5.04.01

Capital Increases

25,000

-

-

-

-

25,000

-

25,000

5.04.03

Options Granted

-

29,000

-

-

-

29,000

-

29,000

5.04.06

Dividends

-

-

-

(72,000)

-

(72,000)

-

(72,000)

5.04.09

Options Granted Recognized in Subsidiaries

-

2,000

-

-

-

2,000

1,000

3,000

5.05

Total Comprehensive Income

-

-

-

682,000

-

682,000

244,000

926,000

5.05.01

Net Income for the Period

-

-

-

682,000

-

682,000

244,000

926,000

5.06

Internal Changes in Shareholders’ Equity

-

-

66,000

-

-

66,000

(49,000)

17,000

5.06.04

Gain/Loss in Equity Interest

-

-

(6,000)

-

-

(6,000)

(10,000)

(16,000)

5.06.06

Transactions With Non-controlling interests

-

-

72,000

-

-

72,000

(39,000)

33,000

5.07

Closing Balance

6,789,000

264,000

2,468,000

610,000

-

10,131,000

3,398,000

13,529,000

 

 

18

 


 

 

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

ITR – Interim Financial Information – September 30, 2015 – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

 

 

Consolidated Interim Financial Information / Statement of Value Added

       

R$ (in thousands)

Code

Description

Year To Date Current
Period
01/01/2015 to
09/30/2015

Year To Date Previous
Period
01/01/2014 to
09/30/2014

7.01

Revenues

54,574,000

50,412,000

7.01.01

Sales of Goods, Products and Services

54,938,000

50,758,000

7.01.02

Other Revenues

65,000

16,000

7.01.04

Allowance for/Reversal of Doubtful Accounts

(429,000)

(362,000)

7.02

Products Acquired from Third Parties

(42,887,000)

(39,105,000)

7.02.01

Costs of Products, Goods and Services Sold

(37,890,000)

(34,946,000)

7.02.02

Materials, Energy, Outsourced Services and Other

(4,997,000)

(4,159,000)

7.03

Gross Value Added

11,687,000

11,307,000

7.04

Retention

(818,000)

(665,000)

7.04.01

Depreciation and Amortization

(818,000)

(665,000)

7.05

Net Value Added Produced

10,869,000

10,642,000

7.06

Value Added Received in Transfer

721,000

567,000

7.06.01

Share of Profit of Subsidiaries and Associates

84,000

76,000

7.06.02

Financial Income

637,000

491,000

7.07

Total Value Added to Distribute

11,590,000

11,209,000

7.08

Distribution of Value Added

11,590,000

11,209,000

7.08.01

Personnel

5,291,000

4,613,000

7.08.01.01

Direct Compensation

3,811,000

3,338,000

7.08.01.02

Benefits

883,000

799,000

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

365,000

298,000

7.08.01.04

Other

232,000

178,000

7.08.01.04.01

Interest

232,000

178,000

7.08.02

Taxes, Fees and Contributions

3,320,000

2,990,000

7.08.02.01

Federal

2,102,000

1,921,000

7.08.02.02

State

1,023,000

894,000

7.08.02.03

Municipal

195,000

175,000

7.08.03

Value Distributed to Providers of Capital

2,870,000

2,680,000

7.08.03.01

Interest

1,678,000

1,569,000

7.08.03.02

Rentals

1,192,000

1,111,000

7.08.04

Value Distributed to Shareholders

109,000

926,000

7.08.04.02

Dividends

77,000

72,000

7.08.04.03

Retained Earnings/ Accumulated Losses for the Period

171,000

610,000

7.08.04.04

Noncontrolling Interest in Retained Earnings

(139,000)

244,000

 

19

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.  Corporate information

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

The Company’s shares are listed on the São Paulo Stock Exchange (“BM&FBovespa”) Level 1 of Corporate Governance under the ticker symbol “PCAR4” and on the New York Stock Exchange (ADR level III), under the ticker symbol “CBD”. Subsidiaries that are public companies are Via Varejo S.A (“Via Varejo”) which has its shares listed on BM&FBovespa, under ticker symbols “VVAR11” and “VVAR3” and Cnova N.V (“Cnova Holanda”) which has its shares listed in Nasdaq Global Select Market under ticker symbol “CNV” and in Euronext Paris under ticker symbol “CNV”.

After August 19, 2015, the Company started to be indirectly controlled by Almacenes Exito S.A., through Wilkes Participações S.A. (“Wilkes”), through a transaction with the holding companies of Casino Guichard Perrachon (“Casino”), which continue to be our indirect controller.

1.1    Cnova’s Investigation and restatement of interim financial information previously issued

As disclosed to the market on December 18, 2015, by the subsidiary Cnova NV (“Cnova”), an investigation was conducted by law firms has been established on the employee’s practices in inventories of Cnova Comércio Eletrônico S.A. (“Cnova Brasil”), a Cnova NV subsidiary, which is controlled by the Company.

During the investigation other issues have been added to investigation related to accounting matters in the accounts of “trade payables” and “other accounts receivable”, which were analyzed, announced to the market January 12, 2016.

Subsequently, the scope of investigation was expanded to include an evaluation over the discrepancies related to accounts payables, accounts receivables/products in transit with freight companies, freight provisions and other expenses and improper capitalization of expenses relating to software development.

As a result, Cnova identified several erros in the financial statements and, consequently, as it is controlled by the Company and consolidated for the presentation of the financial statements, such effects resulted in the same errors in the previously issued financial statements of the Company.

There is no income tax impact over the adjustments, once the Company evaluated and concluded that the deferred income tax would not be recoverable.

 

20

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

The adjustments identified on Cnova were substantially related to:

a)     Identification of discrepancies in and/or returned products sold at discount, requiring additional provision for loss in damaged goods.

b)    Identification of improper transactions and accounts reconciliations mismatches related to trade accounts payable , accounts receivables, pending orders, ICMS, freight payable and others.

c)     Identification of overstated amount in net sales not reversed when the merchandise originally ordered was returned by costumer;

d)    Improper capitalization of expenses in the internal development of software;

e)     Change of the accounting practice of allocation of warehouse and shipping costs to the inventory, which are no longer capitalized.

 

 

 

21

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information - continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Below the breakdown of the investigation adjustments per period:

September 30, 2015 – amounts impacting net income (loss):

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust

         

 

Net sales of goods and services

-

(46)

-

42

-

(4)

Cost of goods sold and services sold

12

24

-

-

(6)

30

Gross profit

12

(22)

-

42

(6)

26

Operating income (expenses)

           

Selling expenses

-

10

(11)

(10)

-

(11)

General and administrative expenses

-

-

(3)

-

(2)

(5)

Depreciation and amortization

-

-

2

-

-

2

Profit before financial income (expenses)

12

(12)

(12)

32

(8)

12

Financial income (expenses)

-

-

-

-

(4)

(4)

Profit before income tax and social contribution

12

(12)

(12)

32

(12)

8

Income tax and social contribution

-

-

-

-

-

-

Net income (loss)

12

(12)

(12)

32

(12)

8

          September 30, 2014 – amounts impacting net income (loss):

Accounts

Trade payables

Write off accounts receivable carriers

Fixed assets and intangibles adjust

Trade accounts receivables and outstanding orders adjust

ICMS, freight, provision and others adjust

Net adjust

             

Net sales of goods and services

-

(36)

-

(54)

-

(90)

Cost of goods sold and services sold

(40)

9

(3)

-

(11)

(45)

Gross profit

(40)

(27)

(3)

(54)

(11)

(135)

Operating income (expenses)

           

Selling expenses

-

(3)

(12)

(9)

-

(24)

General and administrative expenses

-

-

(3)

-

-

(3)

Depreciation and amortization

-

-

1

-

-

1

Profit before financial income (expenses)

(40)

(30)

(17)

(63)

(11)

(161)

Financial income (expenses)

-

-

-

-

-

-

Profit before income tax and social contribution

(40)

(30)

(17)

(63)

(11)

(161)

Income tax and social contribution

-

-

-

-

-

-

Net income (loss)

(40)

(30)

(17)

(63)

(11)

(161)

 

 

22

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Parent Company:

September 30, 2015:

Assets

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Investments

7,929

(27)

7,902

Total assets

21,626

(27)

21,599

     

Liabilities

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Noncurrent liabilities

4,385

73

4,458

Shareholders´ equity

10,468

(100)

10,368

     

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

     

Share of profit of subsidiaries and associates

188

3

191

Net income (loss)

245

3

248

 

December 31, 2014 and September 30, 2014:

Assets

Presented as of 12.30.2014

Total adjust

Restated as of 12.31.2014

     

Investiments

8,391

(103)

8,288

Total assets

23,226

(103)

23,123

     

Liabilities

Presented as of 12.30.2014

Total adjust

Restated as of 12.31.2014

     

Shareholders´ equity

10,580

(103)

10,477

Total liabilitites and shareholders´ equity

23,226

(103)

23,123

     

Presented as of 9.30.2014

Total adjust

Restated as of 9.30.2014

     

Share of profit of subsidiaries and associates

444

(103)

341

Net income (loss)

785

(103)

682

 

 

23

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated:

September 30, 2015:

Accounts

Presented as of 9.30.2015

Total Investigation adjust

Restated as of 9.30.2015

Assets

     

Current assets

     

Accounts receivables

3,776

(22)

3,754

Others accounts receivables

430

(48)

382

Inventories

8,663

(46)

8,617

Recoverable taxes

1,106

(6)

1,100

Other receivables

124

-

124

Total current assets

19,744

(122)

19,622

     

     

Recoverable taxes

2,664

-

2,664

Deferred income tax and social contribution

568

-

568

Property and equipment

10,192

-

10,192

Intangible assets

6,649

(68)

6,581

Noncurrent assets

22,714

(68)

22,646

Total assets

42,458

(190)

42,268

     

Liabilities

     

Current Liabilities

 

 

 

Trade payables

10,737

55

10,792

Deferred revenue

306

-

306

Others accounts payables

862

35

897

Current liabilities

20,110

90

20,200

     

Profit reserve

3,288

(103)

3,185

Controlling shareholders´ equity

10,468

(100)

10,368

Noncontrolling shareholders´ equity

3,605

(180)

3,425

Total shareholders´ equity

14,073

(280)

13,793

     

Liabilities and shareholders´ equity

42,458

(190)

42,268

 

24

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated:

December 31, 2014:

Accounts

Presented as of 12.30.2014

Total Investigation adjust

IAS 2 - change of the accounting practice

Restated as of 12.31.2014

Assets

       

Current assets

       

Accounts receivables

3,210

(34)

-

3,176

Others accounts receivables

295

(37)

-

258

Inventories

8,405

(28)

(12)

8,364

Recoverable taxes

808

(1)

-

807

Total current assets

24,133

(100)

(12)

24,021

         

Intangible assets

6,495

(47)

-

6,448

Noncurrent assets

21,367

(43)

-

21,324

Total assets

45,500

(143)

(12)

45,345

         

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade payables

13,322

71

-

13,393

Deferred revenue

214

(2)

-

212

Others accounts payables

652

63

-

715

Total Current liabilities

23,848

133

-

23,981

         

Profit reserve

3,505

(91)

(12)

3,402

Controlling shareholders´ equity

10,580

(91)

(12)

10,477

Noncontrolling shareholders´ equity

3,902

(185)

-

3,717

Total shareholders´ equity

14,482

(276)

(12)

14,194

         

Liabilities and shareholders´ equity

45,500

(143)

(12)

45,345

 

25

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Consolidated :

September 30, 2015:

 

Presented as of 9.30.2015

Total Investigation adjust

Restated as of 9.30.2015

     

Net sales of goods and services

49,405

(4)

49,401

Cost of goods sold and services sold

(37,671)

30

(37,641)

Gross profit

11,734

26

11,760

Operating income (expenses)

     

Selling expenses

(8,180)

(11)

(8,191)

General and administrative expenses

(1,297)

(5)

(1,302)

Depreciation and amortization

(716)

2

(714)

Profit before financial income (expenses)

1,240

12

1,252

Financial income (expenses)

(1,039)

(4)

(1,043)

Profit before income tax and social contribution

201

8

209

 

 

 

 

Net income (loss)

101

8

109

Atributtable to:

     

Controlling shareholders

245

3

248

Noncontrolling shareholders

(144)

5

(139)

     

Earnings per share

     

Common

0.87073

 

0.87985

Preferred

0.95780

 

0.96784

 

 

 

 

Statement of Value Added:

 

Total adjust

9.30.2015

 

Revenue

(15)

Products acquired from third parties

-

Gross value added

(15)

Retention

2

Financial revenue

(2)

Total value added to distribute

10

 

26

 


 

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

 

Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Statement of Cash Flows:

 

Presented as of 9.30.2015

Total adjust

Restated as of 9.30.2015

 

   

Net cash provided by operating activities

(3,268)

(12)

(3,280)

Net cash provided by investing activities

(1,388)

12

(1,376)

 

September 30, 2014:

 

Presented as of 9.30.2014

Total Investigation adjust

Restated as of 9.30.2014

     

Net sales of goods and services

45,860

(90)

45,770

Cost of goods sold and services sold

(34,160)

(45)

(34,205)

Gross profit

11,700

(135)

11,565

Operating income (expenses)

     

Selling expenses

(7,396)

(24)

(7,420)

General and administrative expenses

(1,039)

(3)

(1,042)

Depreciation and amortization

(589)

1

(588)

Profit before financial income (expenses)

2,642

(161)

2,481

Financial income (expenses)

(1,078)

-

(1,078)

Profit before income tax and social contribution

1,564

(161)

1,403

     

Net income (loss)

1,087

(161)

926

Atributtable to:

     

Controlling shareholders

785

(103)

682

Noncontrolling shareholders

302

(58)

244

     

Earnings per share

     

Common

2.78951

 

2.42460

Preferred

3.06846

 

2.66705

The announced balances column includes Malls reclassifications (see note 1.2).

 

27

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

1.      Corporate information – Continued

1.1    Cnova’s Investigation and restatement of interim financial information previously issued - continued

Statement of Value Added:

 

Total adjust

9.30.2014

 

Revenue

(107)

Products acquired from third parties

(70)

Gross value added

(177)

Retention

2

Total value added to distribute

(175)

 

Statement of Cash Flows:

 

Presented as of 9.30.2014

Total adjust

Restated as of 9.30.2014

       

Net cash provided by operating activities

48

(19)

29

Net cash provided by investing activities

(869)

19

(850)

 

1.2    Reclassification of Malls revenue

The Company has reclassified certain amounts in the statements of income and value added for the nine-month period ended September 30, 2014, presented for comparison purposes, to conform them to the reporting criteria adopted in the current period. The following reclassifications were made:

 

Parent Company

 

Consolidated

Balance at 9.30.2014

Presented balance

Malls galleries –

cost

Reclassified balance

 

Presented balance

Malls galleries – cost

Reclassified balance

Cost of sales and/or services

(11,636)

(25)

(11,661)

 

(34,125)

(35)

(34,160)

Gross profit

4,424

(25)

4,399

 

11,735

(35)

11,700

Operating income (expenses)

(3,078)

25

(3,053)

 

(9,093)

35

(9,058)

Selling expenses

(2,650)

25

(2,625)

 

(7,431)

35

(7,396)

 

28

 


 

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Companhia Brasileira de Distribuição

 

Notes to the interim financial information

September 30, 2015

(In millions of Brazilian reais, unless otherwise stated)

 

 

 

1.      Corporate information – Continued

1.2  Reclassification of Malls revenue - continued

1.2.1       Statement of income: Costs with commercial galleries rental, which were previously recorded as recovery of selling expenses, were reclassified to "cost of goods sold and/or services sold" respectively due to an increase in the share of this activity in the Multivarejo segment and considering that the revenues of this activity is recorded as “sales from goods and/or services”, better presenting this activity in the Group’s financial statements. The Company’s management considers an appropriate procedure to adopt the current classification in order to allow comparability and a final classification of these costs.

1.2.2       Statement of value added: According to the changes mentioned above, the line items that were changed in the statement of value added refer to cost of products, goods and services sold and materials, energy, outsourced services and other in the amounts of R$25 and R$35, parent company and consolidated, respectively

1.3  Performance Commitment Agreement

The Company, its subsidiary Via Varejo S.A (“Via Varejo”) and Casa Bahia Comercial Ltda. (“CB”), jointly “Compromisers”, and the Brazilian Antitrust Agency ("CADE") entered into a Performance Commitment Agreement ("PCA") to approve the Partnership Agreement signed between CBD and CB on December 4, 2009 and amended on July 1, 2010. As the main purpose of PCA, Via Varejo had the major obligation of selling 74 stores located in 54 municipalities distributed in six states and the Federal District.

 From the 74 stores, 32 were not sold. Therefore, in accordance with the PCA, these stores had its activities ceased between May and June, 2014, with the payment of R$12 penalty. According to CADE´s authorization, after 6 months closed, 16 stores were reopened in November 2014, in accordance with the PCA.

In relation to 42 stores remaining, they were all sold between October 2013 and January 2014, through direct sales to other companies and open auctions. Such sales were duly approved by CADE. From these 42 stores, 19 were not sold due